FrostBatten Pty Ltd Terms and Conditions
Our Responsibilities
It is the responsibility of FrostBatten to provide services in a competent and timely manager. At all times we will act lawfully, honestly, with integrity and in the best interest of our client.
Where required we retain the right to seek clarification of matters where there is a perceived or actual complexity that requires clarification. At all times we rely on the accuracy of information provided to us by our clients, that they understand their record keeping obligations and are aware of the consequences of not keeping adequate records.
It is our responsibility to ensure that taxation laws are complied with, we understand that we may be liable for civil penalties for false and misleading statements made to the ATO, TPB or other Australian government agencies. This includes our obligations to take further action in respect of a false or misleading statement made in certain circumstances.
Client Responsibilities
Clients must provide us all information necessary for dealing with their affairs including information which we reasonably request, in sufficient time to enable our services to be completed before any applicable deadline. We will rely on such information being true, correct, and complete and will not audit the information. We also require any documentation sent to clients for signing to be read and signed in a timely manner to assist with meeting these deadlines.
Clients authorise us to approach third parties as may be appropriate for information that we consider necessary to deal with their affairs.
Clients must keep us informed on a timely basis of changes in your circumstances that may affect our services.
Please refer to the client key responsibilities section for more detailed information.
Qualifications on our services
To the extent our services involve the performance of services established by law, nothing in the engagement letter or these terms reduce our obligations under such law.
Clients must not act on advice given by us on an earlier occasion without first confirming with us that the advice is still valid for their current circumstances.
Our services are limited exclusively to the services for which we are engaged to perform, as disclosed in the engagement letter. Unless otherwise specified in the engagement letter, our services cannot be relied upon to disclose irregularities and errors, including fraud and other illegal acts, in client’s affairs. Neither an audit nor a review will be conducted and, accordingly, no assurance will be expressed.
Where our engagement is recurring, we may amend our engagement letter and these terms where we consider it is necessary or appropriate to do so. If client’s do not accept such amendments, they must notify us promptly in which case they may terminate our engagement.
Reliance on advice
We will endeavor to provide all advice on important matters in writing. Advice given verbally is not intended to be relied upon unless confirmed in writing. If we provide verbal advice (for example during a meeting or telephone conversation) that you wish to rely on, you must ask us to confirm the advice in writing.
Investment and financial advisory advice
We will not provide clients with investment or financial advice regulated under the Corporations Act 2001 (Cth) unless we have expressly agreed to do so in writing, specifying an applicable Australian Financial Services Licence number.
Professional obligations
We will comply with the professional and ethical standards of the Accounting Professional and Ethical Standards Board, available at apesb.org.au. This includes APES 110 Code of Ethics for Professional Accountants (including Independence Standards), which among other things contains provisions that apply if we become aware of any actual or potential ‘non-compliance with governing laws or regulations’ (NOCLAR). Where any such non-compliance poses substantial harm (such as serious adverse consequences to investors, creditors, employees, auditor, group auditor or the public), we may be required to disclose the matter to an appropriate authority.
Professional indemnity insurance
FrostBatten has the necessary and appropriate level of professional indemnity insurance cover which is reviewed on an annual basis.
Conflicts of interest
We will inform clients if we become aware of any conflict of interest in our relationship (including between the various persons covered in an engagement letter) or in our relationship with you and another client. Where conflicts are identified which cannot be managed in a way that protects your interests then we may be unable to provide further services. If this arises, we will inform you promptly.
We may act for other clients whose interests are not the same as or are adverse to yours, subject to the obligations of conflicts of interest and confidentiality referred to above.
Fees and payment
Our fees will be charged on the basis set out in the engagement letter and have been set based on the level of skill, responsibility, complexity, importance of those providing the advise along with the the level of risk.
If we have provided you with an estimate of our fees for any specific work, this is an estimate only and our actual fees may vary.
We may provide a fixed fee for the provision of specific services. If it becomes apparent to us, due to unforeseen circumstances, that a fixed fee is inadequate, we may contact you to discuss a revised figure.
In some cases, you may be entitled to assistance with your professional fees, particularly in relation to any investigation into your tax affairs by the ATO. Assistance may be provided through insurance policies you hold or via membership of a professional or trade body. Please advise us of any such cover that you have. You will remain liable for our fees regardless of whether all or part are to be paid by someone else.
We will endeavor to invoice clients on a monthly bases determined by when services are incurred unless otherwise pre-agreed. Invoices are due for payment within 30 days of issue or by monthly instalments as agreed. Any disbursements and expenses we incur in the course of performing our services will be added to our invoices where appropriate.
Unless otherwise agreed, our fees do not include the costs of any counsel, other professionals or third parties engaged with your approval. Any expenses incurred as part of our work will be on-charged on the basis of costs incurred.
We may charge interest on late paid invoices at the rate based on the RBA cash rate. We may also suspend our services or cease to act for you if payment of fees is unduly delayed. We intend to exercise these rights only where it is fair and reasonable to do so.
You and your spouse/partner (if applicable)
Our advice is prepared for you and your spouse/partner on the basis that you are a family unit with shared interests. We may deal with either of you and may discuss with either of you the affairs of the other. If you wish to change these arrangements, please let us know.
Know your customer
We may be required to verify your identity for the purposes of the anti-money laundering laws. We may request from you such information as we require for these purposes and make searches of appropriate databases.
Lien
If permitted by law or professional guidelines, we may exercise a lien over all materials or records in our possession relating to all engagements for you until all outstanding fees and disbursements are paid in full.
Client monies
We do not maintain a trust account for dealing with client monies.
Confidentiality
We will take all reasonable steps to keep client’s information confidential, except where:
• we need to disclose information to our service providers or regulatory bodies in performing the services, our professional advisers or insurers or as part of an external peer review from time to time. Our files may also be subject to review as part of the quality review program of Chartered Accountants Australia and New Zealand. By accepting this engagement you acknowledge that, if requested, our files relating to this engagement will be made available under this program. We will take reasonable steps to ensure any such recipient (other than a regulatory body) keeps such information confidential on the same basis;
• we are required by law, regulation, a court of competent authority, or those professional obligations referred to above, to disclose the information;
• we provide limited information (but only to the extent reasonably necessary) to potential purchasers (or their professional advisors) of our practice but we will take reasonable steps to ensure that any such recipient keeps the disclosed information confidential; or
• you give us permission to disclose the information.
We may retain your information during and after our engagement to comply with our legal requirements or as part of our regular IT back-up and archiving practices. We will continue to hold such information confidentially.
Privacy
You must make all necessary notifications and obtain any necessary consents for us to process personal information you provide to us. We collect and use that personal information for the purposes of providing the services described in the engagement letter to you and we will comply with the Privacy Act 1988 (Cth) when processing that personal information.
Ownership of materials
We own the copyright and all other intellectual property rights in everything we create in connection with this engagement. Unless we agree otherwise, anything we create in connection with this agreement may be used by you only for the purpose for which you have engaged us.
Limitation of liability
Our liability is limited by a scheme approved under Professional Standards Legislation.
You agree not to bring any claim against any of our directors, shareholders or employees in their personal capacity.
To the maximum extent permitted by law, we are not liable to you for:
• indirect, special or consequential losses or damages of any kind; or
• liability arising due to the acts or omissions of any other person or circumstances outside our reasonable control, or your breach of these terms.
Limitation of third party rights
Our advice and information is for your sole use, and we accept no responsibility to any third party, unless we have expressly agreed in the engagement letter that a specified third party may rely on our work.
Termination
Each of us may terminate our engagement agreement by giving not less than 21 days’ notice in writing to the other party except where a conflict of interest has arisen, you fail to cooperate with us or we have reason to believe that you have provided us or any other person with misleading or factually inaccurate information, in which case we may terminate the engagement agreement immediately. Termination will not affect any accrued rights.
Communication
You must advise of any changes to your contact details. We may send any communications to the last contact details you have provided. Unless you instruct us otherwise we may, where appropriate, communicate with you and with third parties via email or by other electronic means. The recipient is responsible for virus checking emails and any attachments. There is a risk of non-receipt, delayed receipt, inadvertent misdirection or interception by third parties in any form of communication, whether electronic, postal or otherwise. We are not responsible for any such matters beyond our control.
Applicable Law
Our engagement is governed by Tasmanian law. The courts sitting in that State will have non-exclusive jurisdiction in relation to any dispute between us.
Interpretation
If any provision of the engagement letter or these terms is void, that provision will be severed and the remainder will continue to apply. If there is any conflict between the engagement letter and these terms, these terms prevail.
Disputes and complaints
If you have any concerns about our costs or services, please speak to the person responsible for your engagement, as identified in our engagement letter. We will endeavor to resolve any complaint or dispute to the mutual satisfaction of the parties involved. We may require you to detail your complaint in writing to allow us to fully investigate any concerns that you raise.
Where your complaint concerns a tax agent service or BAS agent service that we have provided, you also have the right to make a complaint to the Tax Practitioners Board in accordance with their complaints process described here https://www.tpb.gov.au/complaints.
Consumer Data Rights
You may consent for an Accredited Data Recipient under the Consumer Data Right (CDR) to disclose your CDR data to us. You may nominate us as your Trusted Adviser for this purpose. As your Trusted Adviser, we will only access the data necessary to provide the services in your engagement letter.
Register of Tax Agents and BAS Agents available for you to search
The Tax Practitioners Board (TPB) maintains a register with details of registered, suspended and deregistered tax and BAS agents. This register is available to the public to search at https://www.tpb.gov.au/public-register.
Particulars of Agreed Services as per your Engagement
Key area |
Scope of services provided |
|---|---|
| Bookkeeping services / Accounting assistance | The agreed scope of bookkeeping services / accounting assistance to be provided may include but is not limited to:
|
| Payroll Services | The agreed scope of payroll services may include:
The scope of payroll services excludes the following:
The scope of payroll services does not constitute legal, accounting or other professional advice and you are solely responsible for ensuring that you comply with all applicable laws, regulations, standards and practices. We will not be responsible for any shortfall penalties, interest or other liabilities imposed by the Commissioner of Taxation as a result of any misinterpretations of the applicable laws, regulations, standards and practices. |
| Financial Statements and Compilation Services | On the basis of your accounting records, and other information provided by you, and in accordance with Accounting Professional and Ethical Standards APES 315 Compilation of Financial Information and the relevant ethical requirements of APES 110 Code of Ethics for Professional Accountants, we will assist you to prepare and present your financial statements comprising of: the balance sheet, the statement of profit and loss and other statements for the reporting period, a summary of significant accounting policies and other explanatory notes (together, Financial Report). The compiled Financial Report will be prepared under the financial reporting framework deemed appropriate in conjunction with you and then prepared in accordance with the applicable accounting standards. These will be under General Purpose Tier-2 Simplified Disclosures or Special Purpose Financial Reporting Framework.
As part of our compilation services, a compilation report clarifying the scope of our work and responsibilities in relation to the Financial Report (Compilation Report), will be issued and attached to Financial Reports. The Financial Report is compiled exclusively for the benefit of management of the relevant entity. No persons should rely on the Financial Report without having an audit or review conducted. The complied Financial Report is to be considered an internal document that can only be distributed to a third party when accompanied by:
This limitation on distribution does not apply in the circumstance where the Financial Report is to be distributed to an audit firm as indicated by you for audit or review services. |
| Preparation and Lodgement of Income Tax and Fringe Benefits Tax Returns | We shall review/prepare and lodge returns based on information provided by you, in accordance with the Tax Agent Services Act 2009 (Cth) (TASA). Prior to commencing the preparation of any returns, we will agree with you:
For income tax compliances purposes, we may also assist you to prepare annual financial statements to support your Income Tax Return (ITR Financial Statements), which will not be considered to be a compilation service. The composition of the ITR Financial Statements will be agreed with you, as to what statements, disclosures and notes are required. We will not be responsible for any shortfall penalties, interest or other liabilities imposed by the Commissioner of Taxation to the extent that such liability arises as a consequence of:
In relation to our scope for the FBT returns, we will not perform, unless otherwise agreed:
|
| Preparation of Activity Statements | We shall review/prepare and lodge returns based on information provided by you, in accordance with the Tax Agent Services Act 2009 (Cth) (TASA). Prior to commencing the preparation of any returns, we will agree with you:
For income tax compliances purposes, we may also assist you to prepare annual financial statements to support your Income Tax Return (ITR Financial Statements), which will not be considered to be a compilation service. The composition of the ITR Financial Statements will be agreed with you, as to what statements, disclosures and notes are required. We will not be responsible for any shortfall penalties, interest or other liabilities imposed by the Commissioner of Taxation to the extent that such liability arises as a consequence of:
In relation to our scope for the FBT returns, we will not perform, unless otherwise agreed:
|
| Advisory Services | On an ongoing basis, we may provide tax, accounting and business advisory services of a general nature relating to various matters as they arise (Advisory Services). The nature and scope of such Advisory Services will be agreed with you, generally in writing, prior to commencement of the work and will not constitute financial product advice under the Corporations Act. If we consider the nature and/or scope of the request from you in connection with Advisory Services is significant in nature, then such Advisory Services will be the subject of a separate agreement or an addendum to your Engagement.
Advisory Services will be dependent upon the completeness and accuracy of the information provided by you. Any accounting advice will be based on relevant accounting standards, other relevant professional pronouncements and legislation relevant and current as at the date the advice is provided. Any tax advice will be based on current taxation law and the requirements of the TASA, as at the date our advice is provided, and we are unable to give any guarantee that our interpretation will ultimately be sustained in the event of challenge by the Australian Commissioner of Taxation. Where any of the Advisory Services relate to the analysis or use of forecasts, projections or other prospective financial estimations supplied or prepared by you or us, we do not warrant that the forecasts, projections or estimations are reasonable or will be achieved. |
| Corporate Secretarial Services | The corporate secretarial services that we agree to provide are identified in the provision of services and many include the following:
|
| SMSF | We will assist you with:
|
Client Key Responsibilities as per your Engagement
Key area |
Scope of services provided |
|---|---|
| Accountability for information and disclosures | You are responsible for the reliability, accuracy and completeness of the accounting records, information and disclosures you provide to us for the purposes of performing the Services set out in this Agreement. Our Engagement cannot be relied upon to uncover errors in the underlying information, illegal acts or if irregularities exist. |
| Responsibility for Payroll Data | You are responsible for determining or negotiating employee salaries, contracts, interpretations of awards, or other remuneration arrangements. |
| Single Touch Payroll (STP) authority | We may assist you to prepare STP pay events if required. However, you are ultimately responsible for identifying the employees required to be reported for STP purposes and lodgement of all information as required by the ATO. |
| Areas of the income tax returns, activity statements and FBT returns (Returns) for which you are responsible | If there is an event or matter in the financial year that falls outside the general scope of preparing the return(s) we will instruct you of your responsibility to source appropriate tax advice. If there is an unclear outcome you hold the final decision of the taxation treatment. Situations of this may include;
|
| Paying and lodging on time | You are ultimately responsible for ensuring that you pay any tax due, and lodge relevant Returns on time. Late payment or lodgement may cause you to incur a general interest charge or late lodgement penalty, and may affect your risk rating with the Australian Taxation Office (ATO). If you need to seek a payment or lodgement extension from the ATO, please notify us as soon as possible. |
| Responsibility for the Returns |
You are responsible for maintaining relevant books, records, cost base records, accounts and notices or elections for the periods required under Australian taxation laws. The ATO may audit the Returns and may request supporting evidence. |
| Director’s Responsibilities in relation to corporate secretarial services | Frost Batten provides corporate secretarial services to you as a support function only, all documents are prepared and/or lodged with ASIC containing information supplied and approved by you.
With respect to the maintenance of the company register, the directors of the incorporated company are responsible for advising ASIC of changes to the company’s information within the timeframe required under the Corporations Act 2001 (Cth). Accordingly, in order to make necessary changes or notify ASIC on the company’s behalf, the directors will be responsible for the completeness and accuracy of the information supplied to us and for ensuring the information is provided in a timely manner so that the statutory requirements may be met. |
| Public Officer’s obligations | The Public Officer of a company is responsible for the content and accuracy of the Returns prepared on behalf of the company, and may be personally liable for any false or misleading statements contained therein. |
| Financial Reporting Framework for compilation engagements – Special Purpose Financial Statements | To the extent that our scope of services includes the preparation of special purpose financial statements, you confirm that Those Charged with Governance (as defined in APES 315 Compilation of Financial Information) have determined that the relevant entity is neither a reporting entity or “publicly accountable” based on AASB 1053 Application of Tiers of Accounting Standards. You acknowledge that Those Charged with Governance of the relevant entities which are the subject of our services, will have ultimate responsibility for:
|
| SMSF | We will rely on you in relation to the following:
|
Assisting Parties
We will draw upon specific skills and experience of the following Assisting Parties as required:
Party |
Location |
Nature |
|---|---|---|
| BGL CAS360 | Australia | Cloud company compliance software for preparation of corporate secretarial documentation. |
| Spotlight Reporting | Australia | Cloud reporting software for preparation of management accounts, budgeting and cashflow forecasts. |
| ATOmate | Australia | To facilitate efficient delivery of communications from the ATO to you, all ATO correspondence will be sent to you electronically via email. |
| BGL Simple Fund 360 | Australia | Cloud SMSF administration and processing of data in relation to SMSF financial statements and SMSF income tax returns. |
| FuseSign | Australia | Cloud based solution to electronically sign forms, returns and other documentation. |
| Act2 Solutions | Australia | Cloud based provider of SMSF actuarial certificates |
