5 questions to ask when you are buying a business

Agreement for services between: SNRUB ENTERPRISES PTY LTD ACN 166 153 144 (“we”, “us”, “our”) trading as PURPOSELY and CLIENT NAME (“you”).

These are the terms and conditions of our agreement with you and the scope and limitations of the services we will provide to you.

Period of Agreement

This agreement starts on Proposal commencement date: DD MONTH YYYY and continues until Proposal end date: DD MONTH YYYY. This agreement can be terminated in writing at any time with immediate effect by either party.

Agreement Review

PURPOSELY reserves the right to review this Fixed Price Agreement at any time should the workload exceed the scope in our quotation or if information is not provided in an accurate and timely manner.

Billing Information

Please see the below information regarding our billing process:

• Upon Acceptance Services: These are one-time services billed at commencement and, if included, will direct debit from your financial institution immediately. 
• Monthly Recurring Services: Includes any scoped service that will be delivered throughout the month. An invoice for these services will be emailed at the beginning of each month.
• Variable and Out of Scope Services: For all services performed Outside of the Monthly Recurring Services Scope, these will be billed on the 1st and direct debited on the 10th of the following month.

Client Responsibilities

Information we receive during our engagement under this agreement shall be treated strictly confidential. Such information will not be disclosed by us to others except as required or allowed for by law, or with your express written consent.

You are responsible for the reliability, accuracy and completeness of the documentation supplied, particulars and information provided and disclosure of all material and relevant information. You are required to arrange for reasonable access by us to relevant individuals and documents.

Furthermore:

• CLIENT NAME understands that PURPOSELY is engaged as an independent contractor, not as an employee or labour hire, and as such we reserve the right to perform, direct and control the services we provide and hours we work, including hiring sub contractors to provide the services on our behalf. PURPOSELY maintain contracted staff members in The Philippines. These contracted staff members are under our full direction and supervision. We utilise these contracted staff members to carry out payroll processes, bookkeeping and administrative tasks for engagements as required. Acceptance of our services in conjunction with this agreement indicates your acceptance of the use of offshore contracted staff members to provide bookkeeping services as described. Where services require the disclosure of personal information to an overseas recipient, PURPOSELY will take reasonable steps to ensure that the Australian Privacy Principles are complied with by the overseas recipients of Personal Information, but cannot guarantee such compliance.
• CLIENT NAME will act with integrity, honesty and openness with all members of our team at all times. CLIENT NAME will not intimidate, bully or harass any team member of PURPOSELY. You will treat all our representatives with respect and consideration. If we find that any of our team members are treated inappropriately, we will terminate this agreement immediately. An Authorised Representative of CLIENT NAME will advise us immediately of any concerns about our work or communications. CLIENT NAME will respond to all of our enquiries in a timely manner.
• CLIENT NAME understands that the use of the Third Party Application “DEXT” may be included in this proposal as per the service summary listed above. This service/integration remains the property of PURPOSELY. Upon termination of this agreement, PURPOSELY will provide electronic copies of all CLIENT NAME documentation within DEXT by publishing to Xero. The subscription, setup and integration to DEXT remains the property of PURPOSELY and will not be transferred to CLIENT NAME or any other third party upon termination.
• PURPOSELY’s obligations under this Agreement and otherwise to CLIENT NAME ceases immediately upon termination of this agreement by either party. PURPOSELY will not be responsible for or liable for any work which needs to be done after termination and CLIENT NAME undertakes to do or complete such work and indemnifies PURPOSELY in respect of any work not done or done incorrectly. PURPOSELY will not be required to refund any amounts paid in advance, including for any work that was to be completed after the termination date.
• CLIENT NAME gives permission for PURPOSELY to utilise the most up to date software and technologies available in order to deliver efficient bookkeeping services. CLIENT NAME understands that all inefficient practises within the business will be subject to our review, and if these practises continue to be required/utilised by CLIENT NAME, we will update this proposal to reflect this requirement.
• Where Tax Invoices are not provided CLIENT NAME understand that we will process the transaction without claiming the GST using the NTI (No Tax Invoice) or GST Free GST Code.
• CLIENT NAME will take responsibility for ensuring transactions are genuine tax deductions and comply with all taxation laws.
• CLIENT NAME understands its record keeping obligations and are aware of the consequences of not keeping adequate records.
• CLIENT NAME understand that this contract averages the costs associated with the provision of services across a twelve (12) month period. This includes high/low periods of trade and a shutdown of PURPOSELY over the Christmas/New Year period.
• CLIENT NAME understand that using the business bank and credit card accounts for personal use complicates the bookkeeping processing, resulting in the bookkeeping taking extra time to complete and is contrary to advice from the ATO and may affect our proposal.
• An Authorised Representative of CLIENT NAME will sign the relevant BAS authorisation forms for every BAS and/or IAS prior to it being lodged electronically.
• CLIENT NAME must not during the term of this document, or for a period of 12 months following completion of any project that undertake for you:
  •  employ, contract or hire the services of any of our personnel, or 
  • induce or attempt to induce any of our personnel to terminate their agreements or contracts with us. It is a breach of the agreement we have with our personnel that they approach you to work with you directly. Likewise, it is a breach of this agreement if you approach any of our staff or contractors and ask them to work for you directly.
• CLIENT NAME agree that during the period of this agreement or at any time after you will not disclose to any person or business, any information about PURPOSELY, our representatives or Directors. This information includes but is not limited to procedures, practices, business transactions, methods, processes, intellectual property (including our systems), business dealings, financial dealings, documents and all other materials generated by us. 
• CLIENT NAME understand that if you fail to pay our account according to our terms then we reserve the right to suspend or cease work immediately without penalty or charge. PURPOSELY reserves the right to withhold client documentation in the event that you fail to pay your account. This right also extends to the documentation held for all CLIENT NAME’s associated entities. If we are required to engage the services of an external debt collector you agree to pay all fees and charges associated with the collection as well as our overdue account.
• PURPOSELY does not provide any legal, accounting, income tax, or financial planning services and assumes no responsibility for any consequences resulting from you relying on any information we provide of a legal, accounting, income tax, or financial planning nature. We will make every effort to provide CLIENT NAME with accurate and reliable information and services, however all information provided is intended solely as general guidance and you accept full responsibility for its use. We recommend you obtain advice in these areas from relevant professionals.
• If we attend your premises we will take all due care and consideration to ensure no loss and/or damage occurs. However we shall not be held responsible for any loss and/or damage incurred while at your premises.

Superannuation Guarantee and the Superannuation Guarantee Charge Statement

• CLIENT NAME accepts full responsibility for any consequences resulting from the late payment of Superannuation Guarantee or the late lodgement of Superannuation Guarantee Charge Statement. PURPOSELY will make reasonable efforts to provide CLIENT NAME with accurate and reliable reminders for superannuation payment due dates however CLIENT NAME accepts full responsibility for Superannuation Guarantee payments. We recommend you pay your Superannuation Guarantee Obligations well before the Quarterly Due Dates to ensure they are received by the Superannuation Funds on time.
• CLIENT NAME indemnifies PURPOSELY for any loss suffered or liability incurred by PURPOSELY as a result of CLIENT NAME failing to make a Superannuation Guarantee payment on time or the late lodgement of a Superannuation Guarantee Charge Statement.
• CLIENT NAME agrees to forever hold harmless PURPOSELY and is forever barred from commencing any legal proceedings in any court of law or tribunal against PURPOSELY.
• CLIENT NAME accepts full responsibility for any consequences resulting from employees supplying inaccurate Superannuation Fund Details.
• CLIENT NAME accepts full responsibility for making a written request to PURPOSELY to prepare Superannuation Guarantee Statements as a result of late payment. A Change Request will be issued to CLIENT NAME for the preparation of all Superannuation Guarantee Statements. CLIENT NAME acknowledges that PURPOSELY will not prepare a Superannuation Guarantee Statement unless CLIENT NAME first instructs PURPOSELY to prepare Superannuation Guarantee Statement and agrees to the Change Request in writing.

Out of Scope Services 

While your fixed price agreement entitles you to services outlined on a monthly basis, if your request requires services outside of the agreed scope, this additional work will be considered as “Out of Scope”. 

Service and Price Guarantee

Service Guarantee
PURPOSELY Guarantee all work performed within the Scope of this Agreement. PURPOSELY will always stand behind the quality and professional nature of the services that we offer. If at any point you are not completely satisfied with the services we have performed, we encourage you to bring this to our attention immediately. We’d love the opportunity to correctly address your concerns which will allow us to prevent similar problems from happening in the future.

If you are still not satisfied with the outcome of our services, we will work towards a mutual agreement regarding the payment for services completed.

Price Guarantee
By Quoting all jobs upfront, with transparent and fixed prices; you will always know what you need to pay. If you ever receive an unexpected bill from us, we don’t expect you to pay.

Our Commitment to You and Your Business

• We will abide by the Tax Practitioner’s Board Code of Professional Conduct. We will act with integrity, honesty and openness in our conversations with you and in everything we do for you. We will treat you, your staff, your customers and your suppliers with respect and consideration.
• We treat the trust you place in us as a privilege and we will respect the confidentiality of our working partnership at all times.
• We will not disclose information relating to your business to a third party without your express permission or allowed for by law.
• We will meet the ATO compliance deadlines, and if unable to do this due to circumstances beyond our control, we will communicate this with you.
• We will advise you of missing tax invoices.
• We will advise you of non-tax deductible transactions (but this will not constitute taxation advice).
• We will take reasonable care in ascertaining your GST obligations and ensure that GST laws are applied correctly (but this will not constitute taxation advice).
• We will communicate regularly with your Accountant/Auditor to seek clarification of some matters where necessary.
• If requested, we will provide you a Session Review at the end of each session, which will inform you of the work completed and further actions required.

What we are NOT Responsible For:

• Misallocation of transactions due to incomplete, inaccurate or missing information.
• Conducting a statutory audit of the financial records of any of your business entities. In the event of an ATO audit being conducted on your accounts we will provide a quotation for a fixed fee should you require our assistance.

Ownership of Documents

All original documents obtained from the client arising from the agreement shall remain the property of the client. The financial statements and any other documents that we are specifically engaged to prepare, together with any original documents given to us by you shall be your property. Any other documents brought into existence by us, including general working papers, draft documents and Checklists from PURPOSELY systems will remain our property at all times. If our services are terminated we shall be entitled to retain your source documents and/or data file until payment is made in full of all outstanding fees.

Payroll Issues That Relate to the Period of Time Prior to Our Agreement

We will not be responsible for the accuracy or compliance with any payroll related matters for which we are engaged but which occurred prior to the commencement of this agreement. Sometimes, our ability to perform our services will be hindered by prior mistakes or inaccuracy of information prior to the commencement of our engagement, with some common examples being:

• Payroll software that has been set up incorrectly
• Incorrectly completed TFN Declarations or Superannuation Guarantee Choice forms
• Employees who have been set up incorrectly in the payroll software
• Deficient payroll software
• Underpayment of PAYG withholding in prior periods
• Underpayment/Late Payment of Superannuation Guarantee in prior periods
• Deficient record keeping

We will not conduct an audit of prior period payroll records unless instructed. If we identify any such issues, we will discuss these with you. Broadly speaking, we can adopt two approaches:

1. Leave the issue for your Tax Agent to deal with, or
2. Investigate and resolve the issue for you.

If you choose the second option, we will be only too pleased to assist; however, a Change Request will be issued and our time in resolving the issues will be fully and separately charged as independent assignments in their own right.

Privacy Policy and Our Commitment to Being Responsible Data Custodians

OUR COMMITMENT TO PRIVACY
The Privacy Act includes a set of 13 harmonised privacy principles that regulate the handling of personal information by Australian and Norfolk Island Government agencies and some private sector organisations. These principles are called the Australian Privacy Principles (APPs). They replace both the Information Privacy Principles (IPPs) that applied to Australian Government agencies and the National Privacy Principles (NPPs) that applied to some private sector organisations.

PURPOSELY is not subject to the APPs as it is not an APP entity under the Act. This is because we are defined as being a “small business operator”. However, although not strictly governed by the APPs, we are committed to privacy and our own Privacy Policy reflects this commitment. We are committed to being responsible data custodians, protecting your privacy and ensuring that your personal information does not get misused. We take our obligations to you seriously and understand how important it is that your personal information is kept secure and not disclosed to any unauthorised entities or used for any unauthorised purposes. We also understand and respect that, in the event of a notifiable data breach, you are entitled to be made aware of this breach so you can take appropriate actions to protect yourself.

INFORMATION COLLECTED
PURPOSELY collects personal information about you (‘the Information’) in the following ways:

• When you subscribe to receive our emails, you will be asked to provide us with your name and email;
• When you register to comment on our Blog, you will be asked to provide us with your name and email;
• When you complete a New Client Details Form, you will be asked to provide personal details;
• When you provide personal details to a member of our team in the course of your dealings with them.

USE OF THIS INFORMATION
PURPOSELY collects the Information to provide you with a specific service. For example, we may use the Information you provide us to:

• Communicate with you via email
• Enable you to comment on Blog posts
• Create a record for you on our client database
• Provide services to you as a client

DISCLOSURE OF PERSONAL INFORMATION
PURPOSELY will not sell, rent, trade or otherwise supply to third parties any personal information obtained from you without your consent.

SECURITY OF YOUR PERSONAL INFORMATION
PURPOSELY has security measures designed to protect against the loss, misuse and/or alteration of the Information under its control. These security measures include:

• Firewalls – to prevent the hacking of our database
• Clauses in employee agreements requiring confidentiality
• Appropriate security access to our business premises
• Shredders for the disposal of written information
• The ability to apply two step (2SA) authentication to access across all sensitive applications (not on an application by application basis)
• Restriction of remote access to specific locations and/or block overseas access to our systems
• Track and monitors attempted access to our systems and identify suspicious activity
• Log usage in an audit trail and retrospectively determine the suspected source of a breach to report to authorities. With this tool we can see what applications were accessed, when they were accessed and from where.
• Terminate user access to all sensitive cloud applications by disabling a single user account
• Remotely wipe mobile devices in the event they’re breached, lost or the user associated with the device is terminated We can restrict access to reasonable times such as business hours
• We are able to share access to applications using a single user ID without having to divulge cloud app passwords to staff
• Our staff only need to remember one single password to all sensitive applications decreasing the risk associated with ‘password sprawl’
• The ability to federate our identity systems so that access to desktops, servers and browser-based cloud applications are accessed via one single identity.

WE HAVE POLICIES AND DOCUMENTATION IN PLACE

• Our policies educate and set expectations on best practice password and access management to staff in the form of an IT and Internet usage policy.
• Third party access agreements that govern and limit liability in the event a third party such as an IT contractor or outsourced provider should breach our data security policies
• A privacy policy that makes clear how we manage client information
• A data breach response plan that lays out the steps we take in the event of a breach and communicates our obligations under the Notifiable Breach Legislation
• A specialist data security legal service contracted to support us in the event of a breach to ensure the appropriate remediation and notification steps are taken.
• A retainer-based engagement with a specialist cyber-security firm that provides guidance and best practice systems to protect our clients’ privacy
• Cloud best practice certification that validates our firm as a responsible data custodian

We also have access to external advisors with expertise to handle privacy and data protection matters.

CORRECTING AND UPDATING YOUR PERSONAL INFORMATION
You may gain access to Information that PURPOSELY has collected about you, by contacting our office. You can change or update personal information via telephone, fax, email, online through our web site or letter.

CONTACTING US
If you have any questions or complaints about this Privacy Policy, you should contact PURPOSELY on 0467 027 788. Your complaint will be dealt with promptly, and if unresolved to your satisfaction, we will provide you with contact details for the Office of the Australian Information Commissioner.

This document remains the Copyright of Snrub Enterprises Pty Ltd trading as PURPOSELY.

Any review, re-transmission, disclosure, dissemination or other use of, or taking of any action in reliance upon, this information by persons or entities other than the intended recipient is prohibited and may result in legal action.

© 2023 Snrub Enterprises Pty Ltd. All Rights Reserved