BOOKS360 SUBSCRIPTION AGREEMENT

The Books360 Subscription Agreement (these “Terms”) apply in respect of the Services to be performed for the person identified in the Contract for Services (you, your) by Books360 Pty Ltd ABN 33 672 356 204 (Books360, we, us, our). The Contract for Services and these Terms (together, the Agreement) set out the basis of our engagement with you.

Table of Contents

• 1. OUR SERVICES

• 2. FEES

• 3. CONTRACT TERM AND RENEWAL

• 4. TERMINATION OF CONTRACT

• 5. THIRD PARTY INVOLVEMENT

• 6. YOUR RESPONSIBILITIES

• 7. CONFIDENTIALITY

• 8. PRIVACY

• 9. USE OF SOFTWARE

• 10. NON-SOLICITATION

• 11. DISPUTE RESOLUTION

• 12. LIMITATION OF LIABILITY

• 13. INDEMNITY

• 14. CHANGES

• 15. GOVERNING LAW

• 16. WAIVER

1. OUR SERVICES

1.1 The Services we have agreed to provide to you, which comprise the scope of our work for our engagement, are set out in our Contract for Services. We will of course exercise reasonable skill and care to provide our services.

1.2 We will not be responsible for any matters concerning tax years or accounting periods prior to the contract start date, including responding to queries from the Australian Taxation Office (ATO) or any other regulatory body, unless specifically agreed by us.    

1.3 We will only provide the Services. If there is any additional work that you wish us to carry out which is not listed, please let us know. If we agree to carry out these additional services for you, we will agree an additional fee for that engagement before commencing any work.

1.4 The Services cannot be relied upon to disclose irregularities and errors, including fraud and other illegal acts, in your affairs.

1.5 The bookkeeping service includes functionality for us to send periodic debtor statements of amounts owing by email. It specifically excludes credit control activities such as calling your debtors to request payment of amounts outstanding.

1.6 The bookkeeping service requires the setup of automatic data feeds from your bank into your third party accounting software file. We will create data files with details of payroll amounts to be paid and lists of purchases to be uploaded to your online banking system. For compliance reasons, we will not be involved in approving or making any payments on your behalf.

1.7 The payroll service includes the processing of hours and wages rates provided by you. We do not determine award rates for your employees or provide advice on the correct employment status of your employees. It is your responsibility to ensure that your employees paid correctly and we recommend obtaining advice from specialised employment relations experts.

1.8 The CFO services are governed by additional provisions available by clicking here. If your Contract for Services contains CFO services, these additional provisions are incorporated by reference into these terms.

2. FEES

2.1 We will issue tax invoices for the Services over the term of the contract as per the agreed payment schedule.

2.2 Payments shall be made in advance and full, in accordance with the terms stipulated in the invoice. All payment schedules that are monthly must be paid by direct debit from a bank account or automatic debit from a credit card.

2.3 If you fail to make payment by the relevant due date, and payment remains unpaid for more than 60 days, we are entitled to do any or all of the following:

(a) charge interest on the amount outstanding at the rate of 4% per year above the interbank reference rates (IRR) published in Australia, accruing daily;

(b) require you to pay in advance for all future services to be performed;

(c) not perform any future services until payments are made up to date; and/or

(d) terminate the Agreement with immediate effect by providing you with written notice and seek to recover the debt and/or damages for any loss suffered.

2.4 At the end of any contract period, we may increase the total fee payable, effective on and from the start of the renewal contract period. We will notify you of any fee increase at least two months before the end of the relevant contract period. If you do not want to continue with the Agreement, you can give us written notice in accordance with clause 3.3 below.

2.5 The obligations under this clause 2 survive termination or expiry of the Agreement.

3. CONTRACT TERM AND RENEWAL

3.1 The Agreement is effective from the commencement date stated in the Contract for Services document, or where no commencement date is specified, from the date of acceptance of the Agreement as specified in our Contract for Services document or the date on which the Services commenced, whichever is earlier.

3.2 The Agreement will continue for the Initial Contract Period, at the end of which it will automatically renew for the same term, which is your renewal contract period. If you do not want the Agreement to renew, you should notify us under clause 3.4.

3.3 We will send you a reminder of auto-renewal at least two months before the end of any contract period.

3.4 If you do not want the Agreement to renew, you must give us written notice at least one month before the end of your contract period. This will give us sufficient time to hand over any information to your new service provider. You can provide this notice at any time during your contract term, you do not have to wait until the end of the contract term.

4. TERMINATION OF CONTRACT

4.1 If you wish to terminate the Agreement before the end of your Initial Contract Period, you must pay us the remainder of the Initial Contract Period fees.

4.2 During any renewal contract period, you can terminate the Agreement by giving us three months’ written notice.

4.3 We reserve the right to terminate the Agreement immediately in the event that our continuing to provide the Services would mean we are breaching any law or regulation.

4.4 We also have the right to terminate the Agreement at the end of any contract term or otherwise in accordance with clause 2.3(d) above.

4.5 We may withdraw from providing any or all of the Services at any time by providing you with two months’ notice in writing. In the event that we terminate the Agreement for any reason other than a breach of law or regulation, or in accordance with clause 2.3(d) above, we will give you a refund of prepaid fees for unelapsed months of the terminated Services.

5. THIRD PARTY INVOLVEMENT

5.1 We may from time to time engage third party specialist professionals and other public practitioners, where warranted to obtain the advice you need or to assist us to provide our service to you. These may include cloud service providers and outsourced service providers.

5.2 Acceptance of our services in conjunction with the Contract for Services document indicates your acceptance of the use of outsourced services as described above.

6. YOUR RESPONSIBILITIES

6.1 You acknowledge and agree that in order for us to discharge our obligations under the Agreement:

(a) You must provide us with all information necessary for dealing with your affairs, including information which we reasonably request, in sufficient time to enable the 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.

(b) You authorise us to approach third parties for information that we consider necessary to deal with your affairs in providing the Services.

(c) You must keep us informed on a timely basis of changes in your circumstances that may affect the Services.

7. CONFIDENTIALITY

7.1 We will take all reasonable steps to keep your information confidential, except where we need to disclose your information to our service providers (including auditors of client monies if applicable) or regulatory bodies in performing the services, our professional advisers or insurers.

7.2 Our files may also be subject to review as part of the quality review program of Chartered Accountants Australia and New Zealand and any other bodies as appropriate. By signing the Agreement, 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.

7.3 We may also need to disclose your information as required by law, regulation, a court of competent authority, or other professional obligations.

7.4 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.

7.5 You agree that we may mention that you are a client for promotional purposes.

8. PRIVACY

8.1 We are committed to protecting your privacy. We use the information we collect for the purposes of providing the Services and to maximise the Services that we provide to you. We respect the privacy and confidentiality of the information provided by you and adhere to the Privacy Act 1988 (Cth) and Australian Privacy Principles when processing any personal information. The way we handle information that we collect from you is dealt with in this Agreement and also in our Privacy Policy, which can be viewed at www.retinue.com.au/privacy-policy.

8.2 Your data will be stored in servers physically located in Australia (unless otherwise specified) and in accordance with the security practices of the third-party service provider and our privacy policy.

8.3 Unless you instruct us otherwise, we will communicate with you via email or by other electronic means only, and so it is important that you advise us of any changes to your primary contact details. We will only send any communications to the last primary contact details you have provided.

8.4 We do not undertake to store or retain your files (whether paper or electronic) for any particular period of time but will do so for at least the minimum number of years required by applicable laws and professional regulations. Files may be destroyed at any time after the expiry of such period, without notice, except those files you ask be delivered to you.

9. USE OF SOFTWARE

9.1 We may use third party software, including spreadsheets, databases and other electronic tools in providing the Services.

9.2 We make no warranties in relation to any third party software, regardless of whether such third party software is provided by us or is otherwise recommended by us. If you install or enable any third party software for use, you consent to us accessing any data input by you as required to enable us to provide the Services. Any exchange of data or other interaction between you and the third party software provider is solely between you and them. We are not responsible or liable for any disclosure, modification, or deletion of your data as a result of any access by us or by the third party software provider.

10. NON-SOLICITATION 

10.1 You must not approach (or accept the approach), or encourage or induce, or attempt to encourage or induce, any person to terminate his or her employment with Books360 during the term of the Engagement and for a period of twelve months after the expiration of the Period of Engagement and/or termination of the Engagement in accordance with these terms and conditions. In doing you will incur a 30% recruitment fee on the total remuneration provided to the person payable on the start date of any employment with you.

10.2 You indemnify Books360 in respect of any loss and/or damage suffered by Books360 as a result of any breach by you of this clause 10

11. DISPUTE RESOLUTION

11.1 If a dispute arises in connection with the Services, you agree to meet with us first to attempt to resolve it. if the dispute is not resolved through those negotiations, you agree that we will both attempt to resolve the dispute through mediation before commencing legal proceedings.

12. LIMITATION OF LIABILITY

12.1 Books360 will maintain and provide the following insurances. To the extent that Books360 is liable for any claim made by a client, Books360’s liability and the indemnity Books360 provides is capped at the level of the following insurances.

12.2 Our liability is limited by a scheme approved under Professional Standards Legislation. Further information on the scheme is available from the Professional Standards Councils’ website: http://www.professionalstandardscouncil.gov.au.

12.3 You acknowledge that we are contracting with you as the Principal for and on behalf of our employees, directors, and contractors. Such parties will not be liable to you in respect of any loss or damage suffered by you because of services provided by us, nor for any consequential loss or damage suffered by any third party.

12.4 It is agreed that you will not bring any claim arising out of this agreement against any of our directors, employees and contractors personally. This restriction will not operate to limit or exclude the liability of Books360 for the acts or omissions of any director or employee or contractor.

13. INDEMNITY

13.1 In consideration of our agreement to supply you with the Services described in the Engagement, you agree to indemnify us, our partners, associates, employees, contractors and any other person who may be sought to be made liable in excess of the limit of liability described above in respect of any activity arising from or connected with the Engagement in respect of any claim of whatever kind, including negligence, that may be made by any person and any costs and expenses that may be incurred by us.

14. CHANGES

14.1 Changes to the Services must be in writing and signed by us.

14.2 A notice period of 30 days shall apply for any modification or reassessment of the original proposal or as otherwise specified in the agreement.

15. GOVERNING LAW

15.1 This Agreement is governed by the laws of New South Wales.

16. WAIVER

16.1 A failure by us to take action to enforce our rights does not constitute a waiver of any right or remedy under this agreement unless it is in writing and signed by us. A waiver by us of any specific provision of this agreement does not affect any other provision of this agreement.