Terms & Conditions
1. Who may instruct us
We act for the person or entity as described as the “client” or “group” in our Engagement Letter.
“We” or “us” refers to Lineage Group Pty Ltd as trustee for Lineage Group Unit Trust (ACN 647 362 105) trading as Lineage Group (ABN 45 909 356 889).
You confirm that you, and any other nominated person you advise us about in writing, are authorised to give us instructions and information on behalf of all persons we are acting for and to receive our Services and documents on their behalf.
If we are acting for a business or group of companies, and we receive conflicting advice, information, or instructions from different people, we may refer the matter to the board of directors, partners or proprietors (as applicable) and act only as requested by them.
2. Your responsibilities
You must provide us with all information necessary for dealing with your 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 the information you provide being true, current, accurate and complete and will not audit the information. We will not be held liable for any deficiencies in the Services if you give us incorrect or inaccurate instructions or information.
You, and where applicable your officers, jointly and severally agree to unconditionally indemnify us in respect of any costs, losses, expenses, damages, liabilities or penalties arising as a result of our processing, reliance upon or use of any information provided by you to us.
You authorise us to approach third parties for information that we consider appropriate and necessary to provide you with our Services.
You agree to keep us informed of any changes in your circumstances and information you provide to us that may affect our Services.
3. Acceptance of our Terms
If you continue to provide us with instructions or request us to provide the Services after you receive our Engagement Letter, you are deemed to have read, understood and accepted these Terms even if you do not sign and return the Engagement Letter to us.
The documents comprising the binding agreement between you and the Lineage Group, must be read in the following order of precedence:
a) these Terms;
b) the Engagement Letter;
c) any correspondence in writing from us which confirms the provision of an additional scope of work to the scope of work contained in the Engagement Letter;
d) any policies, protocols or procedures document provided to you and tailored to the specific scopes of work you have requested us to provide to you.
Where any conflict occurs between the provisions of any two or more of the documents referred to in 3(a) to (d), the documents lower in the order of precedence prevail to the extent of any inconsistency to those documents higher in order of precedence.
You acknowledge and agree that we will rely on the representations made by any person acting as, or holding themselves out to be, an authorised representative of a company or entity that retains our services, and that the company or entity and its officers are jointly and severally liable to pay our fees and disbursements, as set out in our Engagement Letter.
4. Qualification on our services
Our Services are qualified as follows:
a) You must not act on advice given by us on an earlier occasion without first confirming with us that the advice is still valid.
b) We are bound to provide you with the scope of Services you have engaged us to perform, as described in our Engagement Letter.
c) Unless otherwise specified in our Engagement Letter, our Services cannot be relied upon to disclose irregularities and errors, including fraud and other illegal acts, in your affairs to any third party, unless you specifically engage us to undertake an audit or review in this regard.
d) Where your engagement with us is ongoing, we may amend our Engagement Letter, including these Terms, from time to time where we consider it is necessary or appropriate to do so by giving you reasonable prior written notice.
If you do not accept our amended or updated Terms you must promptly notify us to discuss any concerns. We reserve the right to terminate our Services without liability on reasonable prior written notice where an agreement cannot be reached.
5. Your reliance on our advice
Any verbal advice we give 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 prior to relying on that advice.
6. Our professional obligations
We will comply with all professional and ethical standards of the Accounting Professional and Ethical Standards Board, available at apesb.org.au.
You acknowledge that where any non-compliance by us 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.
7. Processing Payments
Where our Services include establishing and processing payments to third parties on your behalf, you acknowledge and agree that:
a) You will ensure that you will provide us with accurate and comprehensive payment details in writing, including but not limited to the account any payment will be made from, recipient account details, amount and frequency of any payment (Payment Details);
b) You acknowledge and agree that we will rely on all written information provided by you to us as being complete, accurate and up to date. We will not verify the accuracy of any information you provide to us and we are entitled to reasonably rely on and use the information you provide to us in the course of providing requested services to you.
c) you must promptly check the Payment Details and approve same in the manner requested by us from time to time;
d) you are solely responsible for approving the Payment Details and any payment which has been scheduled by our office on your behalf and pursuant to your instructions;
e) once you have confirmed the Payment Details, we rely on the Payment Details at your sole risk;
f) to the maximum extent permitted by law, we are not liable for any loss or damage suffered by you or any third party arising from us processing any payment using the Payment Details. You unconditionally indemnify us and our officers, employees, and agents in respect of any loss (including but not limited to direct, indirect or consequential losses and legal costs on a full indemnity basis), costs, expenses, liability or damages arising from our reliance on the accuracy of the Payment Details provided by you.
g) the processing of any payments using the Payment Details will also be subject to the provisions of any applicable tailored policies, protocols or procedures document which may be provided to you by us in writing prior to any payments being processed.
8. Consumer Law
We acknowledge that where the Australian Consumer Law applies, there are certain consumer guarantees that apply to our Services.
Nothing in the Terms is to be interpreted as excluding, restricting, or modifying the application of any State or Federal legislation applicable to the supply of Services which cannot be so excluded, restricted or modified.
9. Conflicts of interest
We will inform you if we become aware of any conflict of interest relating to the provision of our Services to you, including members of your board, where applicable.
Where conflicts are identified which cannot be managed in a way that protects your interests, then we will be unable to provide further services to some or all of the persons to whom our Engagement Letter applies. If this arises, we will inform you promptly in writing.
10. Payment Terms
Our invoices are due for payment within fourteen (14) days of issue.
Unless otherwise agreed in writing to the contrary, our fees do not include:
a) disbursements such as legal counsel, or other professionals or third parties engaged by us on your behalf, with your prior written approval, or by you directly in connection with or ancillary to any Services we provide to you;
b) disbursements, subscriptions or other ancillary third-party fees and charges are payable by you in addition to our fees, unless expressly agreed in writing. We will provide you with notice of any anticipated disbursements and will seek your prior consent before incurring these costs on your behalf.
We may suspend our Services or to cease to act for you on giving written notice if payment of any fees is unduly delayed without prior written agreement.
We intend to exercise these rights only where it is fair and reasonable to do so.
11. Confidentiality
We will take all reasonable steps to keep your information confidential, except where:
a) we need to disclose your information to third party service providers (including auditors of client monies if applicable) or regulatory bodies in performing the Services, other 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 the Terms and our Engagement Letter 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;
b) we are required by law, regulation, a court of competent authority, or our professional obligations, to disclose your information; or
c) 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.
12. Ownership of materials
We own the copyright and all other intellectual property rights in everything we create in connection with this Agreement. Unless we agree otherwise in writing, anything we create in connection with the provision of our Services may only be used for the purpose for which you have engaged us.
All working papers prepared by us (in any form whatsoever, including physical and electronic) remain our property. We will retain these papers in accordance with our normal record keeping practices in accordance with our professional and legal obligations.
13. Limitation of liability
Our liability is limited by a scheme approved under Professional Standards Legislation.
To the maximum extent permitted by law, you agree not to bring any claim against any of our officers, partners or employees in their personal capacity and you indemnify us and our officers, partners or employees against any liability arising from:
a) indirect, special, or consequential losses or damages suffered by you or any third party of any kind; or
b) any liability arising due to the acts or omissions of any other person or circumstances outside our reasonable control, or your breach of these Terms or any other terms contained in documents referred to in clause 3 of these Terms.
To the maximum extent permitted by law, the maximum extent of our liability to you will be the amount of fees paid by you to us as set-out in our Engagement Letter in which the liability arises.
14. Limitation of Third-Party Rights
Our advice and information is for your sole use, and we accept no responsibility to any third party not identified in our Engagement Letter, unless we have expressly agreed in writing that a specified third party may rely on our Services.
15. Termination
Either of us may terminate this Agreement by giving not less than twenty-one (21) days’ prior notice in writing to the other party, except where:
c) a conflict of interest has arisen;
d) you fail to adhere to your responsibilities, as set out in Item 1 above; or
e) you fail to accept and follow our reasonable advice
in which case we may terminate this Agreement immediately.
Termination by either party to this Agreement will not affect any accrued rights.
16. Communication
You must promptly advise of any changes to your contact details.
We may send any communications to the last contact details you provide to us. 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 of our electronic communications is solely responsible for virus checking emails and any attachments. We do not accept any liability in this regard.
You acknowledge that 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.
17. Applicable Law
These Terms will be governed by and construed in accordance with the laws in force in the State of Victoria. Each party irrevocably and unconditionally submits to the exclusive jurisdiction of the courts in Victoria.
18. Interpretation
If a court or other competent authority determines that a word, phrase, sentence, paragraph, or clause of these Terms is unenforceable, illegal or void then it shall be deemed to be deleted and the other provisions of these Terms will remain in force.
If there is any conflict between the Engagement Letter and these Terms, the Engagement Letter will prevail to the extent of any inconsistency.
19. Taxation services
The responsibility for the accuracy and completeness of the particulars and information provided by you rests with you. Any advice given to you is only an opinion based on our knowledge of the particular circumstances, as communicated and represented by you. You must comply with your obligations under self-assessment to keep full and proper records to facilitate the preparation of accurate tax returns.
20. Disputes and complaints
If you have any concerns about our costs or Services, please raise this with the person responsible for our engagement with you, who is identified in our Engagement Letter.
A party to these Terms will not start arbitration or court proceedings (except proceedings seeking urgent interlocutory relief) in respect of a dispute arising out of these Terms (dispute) unless it notifies the other party to these Terms in writing, giving details of the dispute.
a) The parties will have fourteen (14) days to use their best efforts to resolve the dispute in good faith (Initial Period).
b) If the parties are unable to resolve the dispute within the Initial Period, each party agrees that the dispute must be referred for mediation in accordance with the Mediation Rules of the Law Institute of Victoria. Mediation is to be held with a mediator agreed on by the parties, or, failing agreement within seven (7) days after the expiry of the Initial Period, a mediator nominated by the then current President of the Law Institute of Victoria.
c) The role of any mediator is to assist in negotiating a resolution of the dispute. A mediator may not make a decision that is binding on the parties, unless the parties agree in writing to binding terms of settlement or agreement.
d) Each party to a dispute must bear its own costs of complying with this clause and the parties must bear equally the costs of any mediator and mediation venue engaged. For the avoidance of doubt, each party must bear their own respective legal costs.
Only where the parties fail to resolve the dispute after mediating in good faith in accordance with this clause may a party issue any proceedings against the other.