Trades HQ - Terms of Business

 These Terms of Business apply to the services you have engaged Trades HQ to provide as detailed in the attached Client Services Agreement or Proposal (“Services”). Together, these Terms and the Client Services Agreement (or Proposal) constitute the entire agreement (“Contract”) between you and Trades HQ.

1. PERFORMANCE OF SERVICES
1.1 The scope of Services shall be confined to those expressly outlined in the Client Services Agreement or Proposal. Requests to vary the scope may be made by either party.

1.2 Trades HQ undertakes to perform the Services with reasonable skill, care, and diligence, utilising commercial best practices and expeditiously.

1.3 These Services do not encompass legal advice and should not be interpreted as such.

1.4 Any dates or timeframes specified are indicative and provided for planning purposes only and do not represent binding contractual deadlines.

1.5 The Services rendered are solely for your benefit. Trades HQ disclaims any liability or responsibility to third parties arising out of or connected to the Services, except where external audit engagements are concerned.

1.6 Oral communications, draft reports, presentations, or preliminary materials provided may be provisional and subject to modification. Finalised deliverables will be issued in a formal report or advice document.

1.7 Except where specifically engaged to conduct an audit or assurance review, Trades HQ will not independently verify the accuracy or completeness of any records or information provided.

1.8 The Services will be performed based upon documentation and information provided by you or sourced on your behalf. Unless required for an assurance engagement, no verification of such materials’ accuracy or completeness will be undertaken.

1.9 Advice is formulated based on information current at the time of provision. Trades HQ is under no obligation to update or notify you of subsequent changes in law, regulation, or interpretation affecting prior advice.

1.10 Where external or public information sources are utilised, reasonable care will be exercised, but no liability is accepted for errors or omissions where verification would be impractical or unreasonable.

1.11 Advice may have implications for entities or individuals beyond yourself (including directors or employees). Such advice is provided exclusively for your use, and Trades HQ accepts no responsibility towards third parties. You agree to indemnify and hold harmless Trades HQ from claims or losses arising from third-party reliance on our advice.

1.12 With respect to Taxation Services:

(a) We shall inform you of your entitlements, obligations, and available options under applicable taxation laws, including the procedures for private rulings, objections, and appeals.

(b) We will advise on the interpretation and application of taxation laws, including potential penalties, enabling you to make fully informed decisions.

2. CLIENT OBLIGATIONS
2.1 Timely and effective delivery of Services is contingent upon your cooperation in providing necessary information, access, and assistance. Delays attributable to lack of cooperation may result in additional charges upon agreement.

2.2 You undertake to:

(a) Furnish all information, documentation, access to premises, personnel, and systems reasonably required for Trades HQ to deliver the Services.

(b) Maintain appropriate IT security measures, including backups and virus protection, for any systems made available.

(c) Make senior personnel available for consultation as reasonably requested.

(d) Facilitate prompt decision-making to assist the timely execution of Services.

(e) Notify Trades HQ promptly of any material changes or inaccuracies in supplied information, ensuring all materials are truthful and not misleading.

2.3 Information held or known by individuals within Trades HQ not involved in the Services shall not be deemed available to those performing the Services.

2.4 Except as required by law, you shall not disclose any reports, documents, or deliverables related to the Services to third parties without prior written consent. For audit engagements, our audit report and independence declaration may be incorporated into financial statements without restriction.

2.5 You acknowledge and agree that:

(a) You bear responsibility for the accuracy and completeness of all information provided.

(b) Any advice given represents an opinion based on the knowledge and understanding of personnel assigned to your engagement.

(c) You must maintain appropriate records in compliance with self-assessment obligations.

3. TAX RETURNS
3.1 Income tax returns are subject to review by the Australian Taxation Office (“ATO”), which may request substantiating documentation.

3.2 Preparation of returns does not constitute an audit or assurance engagement. You are responsible for ensuring the accuracy of returns and should review them thoroughly.

4. CONFIDENTIALITY
4.1 “Confidential Information” comprises all non-public information exchanged or produced during the engagement, excluding information that:

(a) becomes publicly available otherwise than through breach of confidentiality;

(b) was lawfully known to the receiving party prior to disclosure;

(c) is lawfully obtained from a third party without breach of confidence;

(d) is independently developed without reference to Confidential Information.

4.2 Neither party shall disclose Confidential Information without prior written consent except as permitted herein.

4.3 Confidential Information may be disclosed to affiliated entities, professional advisers, or contractors for quality control or operational purposes, subject to confidentiality obligations. You may object to such disclosure by notifying Trades HQ in writing prior to commencement of Services.

4.4 Disclosure is permitted where:

(a) required to insurers or legal advisors bound by confidentiality;

(b) mandated by law or regulatory authority;

(c) necessary for proper performance of Services.

4.5 Trades HQ may reference the provision of Services to you for marketing or demonstration of experience, provided Confidential Information is not disclosed.

4.6 You shall not use any Trades HQ trademarks or logos without prior written approval.

5. PRIVACY AND PERSONAL INFORMATION
5.1 Trades HQ complies with the Privacy Act 1988 (Cth) in handling personal information collected during the engagement.

5.2 You warrant that any third party from whom personal information is supplied has authorised such disclosure and complied with privacy laws.

5.3 You shall obtain all necessary consents and provide requisite privacy notices to third parties to enable collection of personal information by Trades HQ.

5.4 You must advise Trades HQ of any material privacy risks relating to the use of materials you supply and warrant that our use of those materials (absent notification) does not infringe any third party’s privacy rights.

6. INTELLECTUAL PROPERTY
6.1 Intellectual property in all materials, methodologies, software, or processes developed or used by Trades HQ remains the exclusive property of Trades HQ. We reserve the right to utilise general knowledge and techniques derived from your engagement in other matters, subject to confidentiality obligations.

6.2 Any software, tools, or templates provided remain proprietary and are licensed to you for your internal use only. No warranties regarding fitness for any particular purpose are provided.

6.3 You grant Trades HQ a non-exclusive, royalty-free licence to use any materials you supply to the extent necessary to perform the Services.

6.4 You warrant that use of materials provided does not infringe any third-party intellectual property rights and agree to notify us promptly if any such risks exist.

7. DOCUMENT RETENTION AND ACCESS
7.1 Trades HQ will retain client records and personal information in compliance with legal and professional obligations. Documents will be destroyed or de-identified in accordance with applicable retention schedules.

7.2 You may request delivery of originals or copies of documents at any time during or after the engagement.

7.3 You shall inform Trades HQ promptly if any documents are anticipated to be required as evidence in legal proceedings.

7.4 Trades HQ reserves a lien over client files and documents until all fees and expenses are paid in full.

8. ELECTRONIC COMMUNICATION
8.1 You consent to receiving communications, including marketing and transactional emails, in electronic form.

8.2 Neither party guarantees security or error-free transmission of electronic communications. Liability for loss or corruption is excluded except where caused by gross negligence or intentional misconduct.

9. LIMITATION OF LIABILITY
9.1 Except where prohibited by law, Trades HQ’s liability under or in connection with the Services shall be limited to ten times the fees paid for the Services.

9.2 This limitation is subject to applicable legislation including the Corporations Act and professional standards legislation.

9.3 Neither party shall be liable for indirect, consequential, or economic loss, including loss of profit or opportunity, except as mandated by law.

9.4 Liability will be apportioned between parties according to fault or responsibility.

9.5 You agree to indemnify Trades HQ against third-party claims arising from your breach of this Contract, except to the extent caused by Trades HQ’s own negligence.

9.6 Trades HQ similarly indemnifies you for claims arising from our breach.

9.7 All other warranties are excluded to the fullest extent permitted by law.

10. FEES AND PAYMENT TERMS
10.1 Fees are payable in Australian dollars plus GST and are your responsibility irrespective of benefit to third parties.

10.2 Expenses incurred on your behalf are chargeable and payable by you.

10.3 Fee estimates are indicative and non-binding.

10.4 Fee scales may be reviewed annually or upon changes in circumstances with 30 days’ prior notice.

10.5 Interest may be charged on overdue accounts at a rate capped by the Reserve Bank of Australia.

10.6 Non-payment may result in suspension of Services and withholding of client files.

10.7 GST adjustments may be made if assessments change.

10.8 Disputes should be notified promptly and resolved via the dispute resolution process; undisputed amounts remain payable.

10.9 You agree to cover costs arising from compliance with third-party legal demands related to the Services.

11. USE OF AFFILIATES AND CONTRACTORS
Trades HQ may engage affiliated entities, contractors or third-party service providers to assist in delivering Services and remains responsible for their acts.

12. ENGAGEMENT TERMS
You agree not to employ or solicit our personnel engaged on your matter for 12 months after completion without consent.

13. GENERAL PROVISIONS
This Contract may be terminated by either party with 14 days’ notice, with payment due for Services rendered and reasonable termination costs.

Legal notices must be served to the addresses specified.

This Contract is governed by the laws of the relevant Australian State and jurisdiction.

Disputes should be resolved through good faith negotiation prior to legal action.

Neither party shall be liable for failure due to events beyond reasonable control (force majeure).

No assignment without prior written consent.

Invalid provisions are severed without affecting the remainder.

Where inconsistencies arise, the Client Services Agreement shall prevail.

14. DEFINITIONS
For the purpose of this Contract:

Contract means the agreement between you and Trades HQ as set out in these Terms of Business and the Client Services Agreement (or Proposal) together with any changes to the Contract that are agreed in writing between you and Trades HQ.

Client Services Agreement means the Client Services Agreement or confirmation letter to which these Terms of Business are referred.

Proposal means any written or verbal proposal for the provision of the Services, other than the Client Services Agreement.

Trades HQ means Trades HQ Pty Ltd and its affiliated entities, including its related bodies corporate.