1. The Services referred to in these terms and conditions are those described in our proposal.
2. As part of the provision of the Services, the Client will, from the Commencement Date, appoint Slate as the Client’s BAS agent with authority to access the Client’s GST and PAYG accounts at the Australian Taxation Office.
3. In circumstances where Slate is providing Services relating to a Client’s payroll function, the Client acknowledges and agrees that the Client is
responsible for determining actual pay rates and other benefits payable under statute or industrial awards or agreements to specific individuals engaged or employed by the Client unless Slate has agreed otherwise in writing. That is, Slate will perform the payroll function based on rates of
pay advised by the Client unless the parties agree in writing that the scope of the Services includes professional advice from Slate as to applicable
rate of pay under statute or industrial awards and applicable benefits and classifications under industrial awards.
4. The Client acknowledges and agrees that in circumstances where Slate prepares bank payments as part of the provision of the Services, the Client must check, approve and authorise the payments prior to any payments being made. The client acknowledges and agrees that it is responsible for maintaining all payment review and authorisation controls. The Client agrees that it will not provide Slate with Bank Access that allows
transactions to be authorised for payment without first agreeing on appropriate and workable controls in writing with Slate Accounts.
5. For the purposes of this Agreement Bank Access means the provision of non-approving access to Slate to the Client’s bank accounts.
6. In providing the Services Slate will check and verify some source documents, but unless we agree on specific processes in writing, the Services do not include verifying that the Client has a source document to support each transaction.
7. The Client agrees to provide Slate with logins and passwords to enable Slate to perform the Services. The Client authorises Slate to share the Client’s logins and passwords with its staff and contractors if required for the provisions of the Services. When required, Slate shares the
information securely using the encrypted password sharing service LastPass.
Fees, invoicing and payment
1. In consideration of Slate providing the Services, the Client agrees to pay the following fees:
1. fixed recurring fees outlined in our proposal, payable by the Client on the 1st of the month and paid by automatic direct debit;
2. fees for time billed, out of scope or project invoices. These invoices are prepared at the beginning of each month for Services provided in the prior month, regardless of the Client’s specific service or reporting cycle. These invoices are due for payment by direct debit 7 days from the date of the invoice;
3. fees for software costs where applicable. These fees are payable by the Client within 7 days of receipt of a valid tax invoice, (together “the Fees”).
2. The Client acknowledges and agrees that Slate will pass on administration or collections costs if invoices are paid late by the Client.
3. Unless agreed otherwise in writing, the cost of accounting or other add-on software will be invoiced separately by Slate Accounts in addition to the proposed fees for the Services, or charged directly by the software provider.
4. Unless the parties have agreed on a fixed fee, Slate charges for travel time for work sessions at clients’ sites that are less than four hours in duration. We can advise you if we think travel will be required to provide our Services.
5. Slate may review and increase its pricing annually.
Slate will not disclose confidential information we learn about Client’s business. All Slate personnel who work on your accounts agree to maintain theconfidentiality of your information and have signed confidentiality agreements to that effect with Slate.
Conflict of interest
Slate may now or in the future work with some other businesses in Client’s industry. Please raise this with us if you would like to discuss whether any
possible conflicts of interest exist and how these could be managed.
Personal Information & using the services of Slate India
1. In providing Services to the Client, Slate may use the services of personnel based in India who are engaged or employed by Slate Accounts LLP (Slate India). Slate India is an associated company of Slate Business Services Pty Ltd ABN 41 145 469 987. Use of personnel employed or engaged
by Slate India may include the following or any combination of the following:
1. bookkeepers and accountants based in India performing Services, or a part of the Services or an add-on component of the Services; and/or
2. operational or administrative staff performing tasks and functions supporting the provision of Services, and Slate’s business generally.
2. In order for Slate to provide the Services, the Client will be providing Slate with information or data relating to its affairs and the affairs of the Client’s staff, contractors and suppliers including, without limitation, bank account details, tax file numbers, address and contact information
3. Slate will disclose the Client’s Personal Information to personnel based in India in order to perform the Services. Information will be disclosed to personnel based in India by email and by access to servers.
4. Slate will:
1. take reasonable measures to protect Personal Information held from misuse and loss and from unauthorised access, use, modification or disclosure;
2. ensure that access to Personal Information is only given to Slate personnel in Australia and/or India who reasonably require access for the purposes of providing the Bookkeeping Services;
3. require Slate personnel in Australia and India to respect the confidentiality of Personal Information and the privacy of individuals;
4. execute a confidentiality agreement with Slate India imposing confidentiality obligations in respect of the Personal Information.
5. The Client consents and agrees to Slate disclosing the Personal Information to Slate India and its staff in accordance with the terms set out in this Agreement for the sole purpose of providing the Services.
Exclusion of Liability
1. Slate will not be liable for losses, liabilities, costs, damage and expenses incurred by the Client arising from the Social Engineering Fraud or any acts or omissions of Slate personnel in relation to Social Engineering Fraud. For the purposes of this Agreement, Social Engineering Fraud is a scam (online, in person or by telephone) used by criminals or fraudsters to trick, deceive or manipulate persons into giving out confidential information or Personal Information or making a payment or otherwise directing funds of the Client against its wishes.
2. For the avoidance of doubt, Slate will provide reasonable care and skill in the provision of the Services. However, Slate is not responsible for the
acts of scammers and fraudster and has no liability for the acts or omissions of Slate personnel in responding to or dealing with (advertently or
inadvertently) Social Engineering Fraud.
Limitation of Liability
1. Slate’s total liability to the Client in relation to all claims in connections with this Agreement (whether based in negligence or any other tort, contract, statutory liability or otherwise) is limited to (at Slate’s election): 1. the supplying of the relevant Services again; or 2. the payment of the cost of having the relevant Services supplied again.
2. Neither Party shall be liable to the other under or in connection with this Agreement for any indirect or consequential loss, damage or cost
including without limitation loss of business, loss of profits or loss of revenue arising out of or in connection with this Agreement.
3. The limitation of liability set out in this clause does not attempt or purport to exclude liability arising under statute if, and to the extent, such
liability cannot be lawfully excluded.
Our Client may terminate Slate’s services on written notice to Slate provided that fixed monthly fees are payable for the full month in which notice to terminate is provided.
1. If a clause is held by a Court to be illegal or unenforceable, that part will be severed from all other terms without affecting the validity or enforceability of all other terms of this Agreement.
2. If a Party is prevented in the performance of this Agreement by circumstances that are beyond the control of a Party (acting reasonably) then that Party will not be liable for what would otherwise have been a breach of its obligations under this Agreement.
3. No failure or delay by either Party in exercising any right or remedy available to it will constitute a waiver of that or any other right or remedy. No waiver of any clause will be effective unless confirmed in writing to the other Party.
4. This Agreement shall be governed by the laws of the State of Victoria. The Parties submit to the non-exclusive jurisdiction of the courts of the State
5. Those clauses which, by their nature, are intended to continue to have effect following termination of this Agreement shall survive and continue to bind the Parties.
6. Our services agreements may only be varied in writing signed by both parties.