Terms and Conditions
Terms and Conditions
HQD Tax Solutions Terms and Conditions
Last Updated: 11-March-2025
1. Performance of the Services
1.1 The scope of the Services is limited to the work specified in the Client Services Agreement (or Proposal). Either party may request changes to the Services, subject to mutual agreement.
1.2 HQD Tax Solutions will use reasonable commercial efforts to provide the Services in an efficient and timely manner, employing all reasonable skill and expertise.
1.3 The Services are not legal services and do not constitute legal advice.
1.4 Any timetable or dates provided in the Client Services Agreement (or Proposal) or otherwise communicated are for planning and estimation purposes only and are not contractually binding.
1.5 The Services will be provided solely for your benefit. HQD Tax Solutions accepts no liability or responsibility to any third party in relation to the Services, except as required under any specific external audit engagement.
1.6 In the course of providing the Services, oral comments, draft reports, presentations, letters, schedules, and other documents may be subject to revision. The final results of our work will be documented in our final report or advice.
1.7 HQD Tax Solutions will not audit or independently verify the accounting records or information provided by you unless specifically engaged to do so.
1.8 Our work is based on documents and information provided by you or obtained in connection with the Services. We will not verify the accuracy or completeness of such documentation unless expressly engaged to do so, or as necessary for an assurance engagement.
1.9 Our advice is accurate as at the time it is provided, subject to the accuracy of the information supplied. HQD Tax Solutions accepts no responsibility for notifying you of subsequent changes in law or interpretations affecting previously given advice.
1.10 Where we rely on external information or public records to perform the Services, we will use due care; however, we do not accept liability for any direct or indirect damage or loss resulting from errors or omissions in such external sources.
1.11 Certain matters advised may have tax implications for other entities, directors, or employees. As our advice is intended solely for you, HQD Tax Solutions will not be liable to any third party for such implications. You must ensure that any third parties who receive our work are advised that it is for your benefit only, and you indemnify us against any loss arising from such third-party claims.
1.12 In the context of Taxation Services:
(a) We will advise you of your rights, obligations, and available options under the applicable Taxation Law, including the process for seeking a private ruling and lodging objections or appeals against adverse decisions by the Revenue Authorities.
(b) We will provide advice on the application of the Taxation Law, including potential penalties and other legal tax consequences, to assist you in making an informed decision.
2. Your Obligations
2.1 Timely completion of the Services requires your full cooperation in providing information, documents, and other resources (“Materials”) as reasonably required. Delays in providing such cooperation may result in additional fees and expenses, subject to prior consultation and agreement.
2.2 You agree to:
- (a) Provide all necessary information, documents, and resources, including facilitating access to third parties, your premises, systems, and providing suitable working facilities where applicable.
- (b) Ensure that adequate backup, security, and virus-checking procedures are in place for any computer systems provided to us.
- (c) Make senior staff available for consultation as needed.
- (d) Make prompt decisions to facilitate the timely performance of the Services.
- (e) Inform us promptly of any changes in the Materials originally provided, ensuring that such Materials are accurate, complete, and not misleading.
2.3 Information provided to HQD Tax Solutions by you or on your behalf is not deemed to have been communicated to all staff unless it is specifically provided to those engaged in delivering the Services.
2.4 Except where required by law, you must not disclose any documentation or deliverables related to the Services to any third party without our prior written consent, except in the case of an external audit engagement where certain documents may be included within the financial statements.
2.5 You acknowledge that:
- (a) You are responsible for the accuracy and completeness of all particulars and Materials provided.
- (b) Any advice given is based on the knowledge of your specific circumstances as provided to us.
- (c) As a taxpayer, you have an obligation under self-assessment to maintain full and proper records.
3. Income Tax Returns
3.1 All income tax returns prepared by us are subject to examination by the Australian Taxation Office (“ATO”). You may be required to produce supporting documents or evidence to substantiate the items reported on your return.
3.2 The preparation of your income tax return does not constitute a prudential audit. The responsibility to self-assess remains with you, and substantial penalties may apply for inaccuracies. It is your responsibility to review your return carefully and notify us of any errors for correction.
4. Confidentiality
4.1 “Confidential Information” means all non-public information or documents that either party receives or produces in connection with the Services, including working papers, the Client Services Agreement (or Proposal), and our internal business processes. Confidential Information does not include information that:
- (a) Becomes publicly available without breach of these Terms;
- (b) Was known to the receiving party prior to commencement of the Services;
- (c) Is received from a third party not subject to an obligation of confidentiality; or
- (d) Is independently developed by the receiving party.
4.2 Except as provided in clause 4.4, neither party shall disclose any Confidential Information to third parties without the other party’s prior written consent.
4.3 Notwithstanding the foregoing, we may disclose Confidential Information to our affiliated entities, professional advisers, or contractors for purposes consistent with our Privacy Policy. If you object to such disclosure, please notify us in writing at the commencement of the engagement.
4.4 Either party may disclose Confidential Information:
- (a) To its insurers or legal advisers, provided that such persons are bound by confidentiality obligations;
- (b) As required by law or regulatory authority; or
- (c) As necessary for the proper performance of the Services.
4.5 Provided that no Confidential Information is disclosed, we may refer to the performance of the Services as a demonstration of our experience.
4.6 You agree not to use HQD Tax Solutions’ trademarks (including our logo) in any public statements or documents without our prior written consent.
5. Privacy of Personal Information
5.1 You acknowledge that HQD Tax Solutions may collect, hold, use, and disclose personal information in accordance with our Privacy Policy and in compliance with the Privacy Act 1988 (Cth).
5.2 If the Services require a third party to supply personal information on your behalf, you must ensure that the third party is permitted by the Privacy Act to do so.
5.3 Should the Services necessitate us to collect personal information from a third party, you are responsible for obtaining the necessary consents and providing required privacy notices.
5.4 You agree to comply with the Privacy Act when providing any information and warrant that such use will not infringe on the privacy rights of any third party.
6. Intellectual Property
6.1 All intellectual property rights in documentation, systems, materials, methodologies, and processes owned or developed by HQD Tax Solutions in connection with the Services remain our property.
6.2 We may develop software tools (e.g., spreadsheets, databases) (“Tools”) as part of the Services. Any Tools provided to you are licensed on an “as is” basis and remain the property of HQD Tax Solutions. You may not distribute these Tools without our prior consent.
6.3 You grant HQD Tax Solutions a non-exclusive, royalty-free, worldwide licence to use, copy, distribute, and make derivative works from any Materials provided by you, solely for the purpose of delivering the Services.
6.4 You warrant that any Materials provided do not infringe on the intellectual property rights of any third party.
7. Documents
7.1 We will retain personal information and documents in accordance with applicable laws governing retention, destruction, and de-identification. Upon request, we may deliver to you (or a nominee) the original or electronic copies of any documents.
7.2 You must notify us immediately if any document is, or is likely to become, required as evidence in a legal proceeding, so that we can secure it appropriately.
7.3 Any documents provided for safekeeping will be returned to you at the end of the engagement unless otherwise arranged.
7.4 HQD Tax Solutions reserves the right to retain possession of any documents until all fees and expenses are fully paid
8. Electronic Communications
8.1 By engaging our Services, you consent to receive communications electronically from HQD Tax Solutions, including commercial electronic messages as defined in the SPAM Act 2003 (Cth).
8.2 Although both parties will take reasonable security measures, neither party guarantees that electronic communications will be error-free or secure. Each party acknowledges that electronically transmitted information may be intercepted or corrupted. Except in cases of gross negligence, wilful misconduct, or fraud, neither party will be liable for any loss or error arising from electronic communications.
8.3 If you do not accept these risks, please notify us in writing that you do not wish to receive electronic communications.
9. Limitation of Liability
9.1 Subject to clauses 9.2 and 9.4, neither party (including our principals, partners, directors, and employees) shall be liable for any loss or damage arising out of or in connection with the Services, whether arising from breach of contract, tort (including negligence), or any other cause, to an amount not exceeding ten times the fees payable by you for the Services (“Liability Cap”).
9.2 The Liability Cap does not apply where prohibited by law, including any relevant provisions of the Corporations Act 2001 (Cth) or other applicable legislation.
9.3 If any professional standards legislation applies, then our maximum liability for any loss or damage will be determined in accordance with those standards.
9.4 To the extent permitted by law, neither party shall be liable for any indirect, consequential, or incidental loss, including loss of profits, revenue, or business opportunities.
9.5 In the event of any claim, liability for loss and any recoverable amount will be apportioned based on each party’s responsibility for the loss.
9.6 Except as provided herein, HQD Tax Solutions disclaims all warranties, conditions, or guarantees, whether express or implied, regarding the Services.
10. Fees and Expenses
10.1 You agree to pay fees for the Services as specified in the Client Services Agreement (or Proposal). All fees are exclusive of applicable Goods and Services Tax (“GST”), which will be added at the prevailing rate.
10.2 Fees are billed in AUD unless otherwise stated, and you are responsible for all fees and expenses related to the Services, including any reasonable third-party disbursements up to any agreed limit.
10.3 An estimate of fees will be provided in the Client Services Agreement (or Proposal). However, fee estimates are non-binding and based on our current understanding of the work required.
10.4 Our fee schedule may be adjusted at the end of each financial period (either 31 December or 30 June, whichever is sooner), or sooner if circumstances change. We will provide you with 30 days’ written notice of any fee increases. If you do not agree to such changes, you may terminate the engagement in accordance with clause 13.1.
10.5 Invoices are issued monthly and are payable within 14 days of the invoice date. Interest may be charged on overdue amounts in accordance with applicable laws.
10.6 Should we incur any legally enforceable notice or demand from a third party in relation to the Services, you agree to reimburse our reasonable professional costs incurred in addressing or challenging such notice or demand.
11. Contractors and Third Parties
11.1 HQD Tax Solutions reserves the right to employ contractors to perform some or all of the Services. We remain fully responsible for the quality and delivery of the Services regardless of any subcontracting arrangements.
11.2 We may engage third-party IT service providers, including cloud service providers, and you hereby authorise us to share relevant information with such providers.
11.3 Our use of outsourced service providers is subject to contractual arrangements that ensure they comply with our confidentiality and security obligations.
12. Engagement with You
12.1 Engagement Team
- (a) We will use reasonable efforts to ensure that the individuals named in the Client Services Agreement (or Proposal) are available to perform the Services.
- (b) During the term of this Contract and for 12 months thereafter, you must not directly employ or engage any of our employees who have participated in the delivery of the Services without our prior written consent.
- (c) This restriction does not apply to former employees or where an employee resigns.
12.2 Relationship with Other Clients
- We provide services to multiple clients, including those who may be in competition with you. This does not restrict us from serving other clients.
12.3 Independent Contractor Relationship
- Our relationship with you is that of an independent contractor. Neither party has the authority to bind the other in any manner.
12.4 Consortia
- In the event you are a consortium, the following shall apply unless otherwise specified:
- (a) Communications may be made with one or more consortium members; it is each member’s responsibility to share information with other members.
- (b) Instructions from one member will be binding on all members.
- (c) If a member terminates its participation, that member will not receive access to subsequent deliverables, and its obligations will cease as of the termination date, though any accrued fees remain payable.
12.5 Waiver
- A delay or failure to exercise any right under this Contract does not constitute a waiver of that right.
12.6 Conflict of Interest
• Except as disclosed in the Client Services Agreement (or Proposal), we are not aware of any conflict of interest that would affect our ability to provide the Services. We will notify you if any potential conflict arises.
13. General Provisions
13.1 Term and Termination
- (a) This Contract commences on the date stated in the Client Services Agreement (or Proposal) or on the date the Services commence, whichever is earlier.
- (b) Either party may terminate this Contract at any time by providing at least 14 days’ written notice. Upon termination, you shall promptly pay all fees and expenses due up to the termination date. If termination is not for cause, you will also cover our reasonable termination-related costs.
- (c) In the case of external audit engagements, statutory provisions may apply.
- (d) Termination does not affect accrued rights. The following clauses survive termination: Confidentiality (Clause 4), Privacy (Clause 5), Intellectual Property (Clause 6), Documents (Clause 7), Limitation of Liability (Clause 9), and any other provisions intended to survive.
13.2 Governing Law and Jurisdiction
- This Contract is governed by and construed in accordance with the laws of Australia and the relevant State or Territory. The courts of Australia or that State or Territory shall have exclusive jurisdiction over any disputes arising out of or in connection with this Contract.
13.3 Dispute Resolution
- Before commencing legal proceedings, both parties must attempt to resolve any dispute in good faith through our internal dispute resolution process. Notwithstanding this, either party may seek injunctive or other equitable relief where necessary.
13.4 Force Majeure
- Neither party shall be liable for delays or failures in performance due to causes beyond their control, including but not limited to natural disasters, government actions, war, industrial disputes, or other events of force majeure.
13.5 No Assignment
- Neither party may assign or transfer its rights or obligations under this Contract without the prior written consent of the other party.
13.6 Severability
- If any provision of this Contract is found to be invalid or unenforceable, that provision shall be severed, and the remaining provisions will continue in full force and effect.
13.7 Conflicting Terms
- In the event of any conflict between the Client Services Agreement (or Proposal) and these Terms of Business, the Client Services Agreement (or Proposal) shall prevail.
14. Definitions
For the purposes of this Contract:
- Contract: The agreement between you and HQD Tax Solutions as set out in these Terms of Business and the Client Services Agreement (or Proposal), including any agreed-upon changes.
- Client Services Agreement: The agreement or confirmation letter detailing the Services to be provided.
- Proposal: Any written or verbal proposal for the provision of Services, excluding the Client Services Agreement.
- HQD Tax Solutions: Refers to HQD Tax Solutions Pty Ltd and its affiliated entities, including any related bodies corporate.
