By this agreement, Orb360 AUK Limited [trading as Tax Advisers] agrees to offer the Tax Advisers Q&A service as described at www.taxadvisers.biz (The Service) to each person and email address registered by Tax Advisers as a user (The Customer).
Tax Advisers will monitor and report on the number of questions you send in. If you reach the maximum number of questions allowed, you will be contacted by Tax Advisers and presented with upgrade options.
All rights are reserved. No part of The Service covered by copyright may be reproduced or copied in any form or by any means (graphic, electronic or mechanical, including photocopying, recording, taping, or information-retrieval systems) without the written permission of Tax Advisers.
The Customer agrees to pay to Tax Advisers the price payable for The Service within 30 days of the date of Tax Advisers’ invoice. Tax Advisers will suspend access to The Service if payment is not made within 30 days. Tax Advisers will invoice The Customer at the start of each period during which The Service is offered. Tax Advisers is entitled to change the price payable for The Service. Tax Advisers will give The Customer notice of any change in the price payable not later than 30 days before the expiry of the then current questions
This agreement comprises a single agreement and The Customer is not entitled to abate or withhold.
Scope of Services
The Q+A Services is $399+GST, gives you 5 simple, non-technical questions that can be answered without doing significant research on a topic without spending maximum one hour of research per month.
It is a monthly service, therefore , unused Q+A will not be carried for the next month.
If further research is required, the client will get a separately engaged to get a formal tax advice.
Limits of service
The purpose of The Service is to provide you with answers to tax-related questions that arise in your employment, business or practice. The service does not replace the need for specialist advice on planning or strategy matters. Nor can we advise you about the correctness of tax positions you have taken or commercial transactions. Therefore, we cannot review specific documents or other detailed attachments. However, where possible, we will set out the relevant legal issues or alternatives for further consideration.
Registration for The Service and payment of the membership fee entitles you to submit questions via the Tax Advisers website. We will use our reasonable endeavours to answer all questions submitted by you which we consider to fit within the above parameters of The Service. However, we reserve the right to decline to answer those questions which we consider to fall outside the scope of The Service, with such decision being final and not open for review. However, we will act in good faith and will communicate clearly with you in these instances.
We shall aim to get a final answer to you within three working days. However, we do not promise you that we will be able to meet these targets in all cases, and we take no responsibility and assume no liability to you or anyone else if we are unable to answer your questions within that time period or if we decline to answer your questions at all.
Disclaimer
Every care will be taken in the preparation of answers provided to you directly and in the preparation of general information made available on our website. However, The Service is intended to provide basic guidelines and information based on given fact scenarios and is not intended to constitute accounting, tax, legal, investment, consulting, or other professional advice or service and should not be relied on as such.
Intellectual property rights use and ownership
Tax Advisers shall retain all intellectual property rights in any reports, written advice or other outputs it provides the Client under this engagement. Subject to full and final payment of all invoices rendered by Tax Advisers. Tax Advisers grants to the Client a perpetual, non-transferable, non-exclusive, royalty free license to use such reports, written advice or other outputs.
We retain absolutely as our property the processes, ideas, concepts, techniques and business methodologies that are used in, or that are developed in the course of providing the agreed services (and related services). You undertake that you will not assert any proprietary interest beyond a non-exclusive royalty-free licence to utilise the same as set out above. You acknowledge that to the extent permissible by law, we have a prior right to apply for a patent or other protection in any jurisdiction where the same is possible to protect our property in our business methods and intellectual property generally.
Indemnity
You recognise that Tax Advisers will use and rely primarily on the information provided to us by you without necessarily having an opportunity to independently verify or assume responsibility for the accuracy or completeness of such information.
No claim shall be made by you or your associated entities against Tax Advisers (and any of its affiliated entities), or any of our officers, partners, employees or agents (‘Indemnified Persons’) to recover any loss or damage which you, or your associated entities may suffer by reason of or arising out of, anything done or omitted to be done in relation to the provision of the services described in the attached Letter of Engagement. Provided that such loss or damage does not arise from the negligence, willful misconduct, breach of law or default of any of the Indemnified Persons.
You and your associated entities undertake with Tax Advisers (for itself and on behalf of each of the other Indemnified Persons) to indemnify and hold harmless the Indemnified Persons against all losses, liabilities and claims (including all costs or expenses relating thereto, including the time of Tax Advisers personnel at prevailing hourly rates) and which in any case are directly or indirectly occasioned by, or result from, or are attributable to, anything done, or omitted to be done, in connection with the provision of the services covered by the engagement letter or any act of omission of you, your directors, employees, representatives or agents in relation to the dispatch, publication, content or accuracy of, or any omission from, any statement made or document issued in connection therewith (‘Claims”) provided that the same shall not have arisen from the negligence or default of any of the Indemnified Persons. You undertake that on becoming aware of any Claims, written notice will be given thereof to Tax Advisers and you, and your associated entities will enter into and thereafter maintain full consultation with Tax Advisers on all aspects of any Claims and will at the first opportunity use all reasonable endeavours to avoid, dispute, resist, appeal, compromise or defend any Claim.
Privacy Act
Under the Privacy Act 1993 you have the right to have access to personal information that we hold about you and to require us to change if it is not correct.
Limitation of liability
In the unlikely event that you suffer any loss or damage in connection with the use of The Service, our aggregate liability to you and that of our employees, agents, and contractors (whether in contract or tort, including negligence) on account of all defaults or other breaches arising from the provision of The Service during each subscription period will be limited to the amount that you have paid to us to use The Service during that period.
Privilege
Your questions and our answers provided under The Service do not attract legal professional privilege.
Health and safety
We are required to comply with the provisions of the Health and Safety in Employment Act 1992 by taking all practical steps to ensure the health and safety of our people. Tax Adviser’s policy expects people to take responsibility to ensure their own safety and that no harm is caused to others in the workplace. However, the Act places responsibility for their safety on you when they are visitors to your site. It may be appropriate for your Health and Safety representative to hold a safety briefing at the beginning of the assignment for those involved, regarding the hazards, provision of any appropriate equipment, awareness of accident reporting procedures and emergency procedures.
Fees for professional services
If you so request, we will provide an estimate of the fees for the work. If any variation is required in the work to be performed, fees additional to the total fee will be chargeable. We will discuss and agree on the additional fees before commencing the work.
If for any reason we perform work without agreement on the fee, the fees charged will be based on the time spent by professional staff at charge out rates based on the level of skill, experience and responsibility to perform the work. You agree to pay all out of pocket expenses reasonably incurred by Tax Advisers in providing the agreed services. Payments may be made direct deposit into our bank account. Alternative payment arrangements may be discussed with us and are to be agreed in writing.
Any applicable GST is payable in addition to our fees.
Unless otherwise agreed in writing, we will invoice you. If at your request we readdress any invoice relating to the services to another entity, you agree that you remain liable for that invoice notwithstanding that it has been readdressed, and you agree to indemnify and keep indemnified Tax Advisers for and against any costs or expenses arising from or in connection with such action. Payment arrangement would generally be agreed as per the engagement letter.
Without prejudice to any of our recovery rights, we reserve the right to charge you compounding interest on amounts not paid by the due date at the default rate of 1% per month (or part thereof), or any other rate notified to you on your invoice. Interest applies from the date payment by you is due to the date we receive your payment in full.
You will also be liable to pay any reasonable expenses (including legal, administrative and collection agency costs and our time at prevailing hourly rates) that we incur in relation to the recovery of any overdue payment and the enforcement of any of our other legal rights.
Without affecting our rights to recover payment of outstanding amounts we reserve the right to suspend or terminate this engagement and the services we provide under it in the event any invoice we render in accordance with these terms is not paid by the due date.
If either party terminates this Agreement in accordance with its terms, then the Client shall immediately pay Tax Advisers for all services rendered until the date of termination.
Conflict of interest
The Service is provided on the understanding that we are not liable to you or to any third party for any damage or loss arising from any conflict of interest or potential conflict of interest.
Disputes
If there is any dispute arising between the parties concerning the letter of engagement or these terms and conditions, or as to any matter or in any way connected with or arising out of the provision of services by us or the rights, duties, or liabilities of any party in connection with such services, then the dispute must be advised in writing to all other affected parties, and those parties must in good faith enter into a disputes resolution process agreed upon by them, or failing agreement, recommended by the Chartered Accountants Australia & New Zealand. If the dispute is not resolved through discussion then the parties agree that it will be referred to binding arbitration by a single arbitrator appointed pursuant to the Arbitration Act 1996 and any amendments to that Act.
No waiver
No failure or delay by us to exercise any power, remedy or right in relation to these terms and conditions will prejudice, limit, effect or operate as a waiver of that power, remedy or right, nor shall we be denied the right to waive any default or breach of any obligation, liability or agreement or any other party. However, no waiver of any breach of any provisions in these terms and conditions will be effective unless such waiver is in writing and signed by the party against whom such waiver is claimed. No waiver of any breach shall be deemed to be waiver of any other or subsequent breach.
Delay of services
Should we be delayed and/or unable to supply any services to you due to any cause not reasonably within our control, we may terminate or suspend this agreement without incurring any liability for any loss or damage whatsoever suffered by you or any other person.
Tax Advisers shall not be in default under this engagement for cessation, interruption or delay in performance of services due to causes beyond its reasonable control.
Warranty regarding questions submitted
All of the answers provided under The Service are made on the basis that the information provided by The Customer is complete and accurate and that all material facts have been disclosed. We will rely on the information so provided. In some circumstances, we may request further information before submitting our answer. However, we will not be under any obligation to do so.
Availability
Tax Advisers, its employees, agents, and contractors are not liable for any damages or losses resulting from your inability to use The Service. Because of the nature of the Internet, the site is provided on an “as available” basis and we cannot promise that the site will be uninterrupted or entirely error free. Tax Advisers, its employees, agents, and contractors will not be responsible to you if we are unable to provide The Service for any reason.
Consequential loss
In no circumstances are Tax Advisers, its employees, agents, and contractors liable to you for accidental, indirect, special, or consequential damages whatsoever (including loss of profits) even if we have been advised of, knew, or should have known of the possibility of such loss or damage.
Third parties
While we understand that the answers and information provided by The Service may help you in advising your clients, your use of this information is at your own risk and is not to be forwarded directly to be used or relied on by any third party. Tax Advisers, its employees, agents, and contractors will have no liability to any such third party and you will indemnify us and our employees, agents, and contractors against any such third party claim.
Publication of case studies
We reserve the right to publish in print or electronic format any questions and answers provided in the course of The Service which we believe to be of wider interest to our subscribers. Before publishing such material, we will use our best endeavours to ensure that all identifying factors are removed in order to preserve confidentiality.
General
If any provision of these terms and conditions is held to be unreasonable, invalid, or unenforceable for any reason, that will not affect the validity of the other terms and conditions which will continue to be of full force and effect.
We may change The Service or these terms at any time. If you use The Service after we have posted the changes you will be bound by the new terms.
This service is operated and controlled from New Zealand, and these terms and conditions and your use of The Service are governed by and construed in accordance with the laws of New Zealand. Anyone using this site from another jurisdiction is responsible for ensuring compliance with the local laws applicable to that jurisdiction.