1. Dexterous Group
| Dexterous Group (us, we, our): |
|---|
| Dexterous Group Pty Ltd (Australia) (ABN 77 606 667 949) |
| Dexterous AI Pty Ltd (Australia) (ABN 80 680 070 455) |
| Dexterous Global Pty Ltd (Australia) (ABN 90 657 761 950) |
| Dexterous Holdings Pty Ltd (ACN 657 759 147) |
| Dexterous Global Pty Ltd Philippines Branch (TIN 625-806-352- 00000) |
2. Our Services
These terms and conditions apply in respect of professional services (Services) to be performed by us for the client identified in our engagement issued by Dexterous Group Pty Ltd (ABN 77 606 667 949) (Engagement).
All Services are provided by us in accordance with the relevant professional and ethical standards issued by the Accounting Professional & Ethical Standards Board (APESB). The extent of our Services will be limited for this purpose. As a result, no audit or review will be performed and, accordingly, no assurance will be expressed. Our Engagement cannot be relied upon to disclose irregularities including fraud, other illegal acts and errors that may exist.
Any change in assumptions/responses may result in fee changes. Either of us may request a change to the Services, or anything else in the Engagement and/or these terms and conditions. A change will not be e�ective unless we have both agreed to it in writing.
3. Additional Services
If out of scope work is required/requested, we will identify that those Services are out of scope and provide you with an estimate of costs before commencing any work.
Where, as part of the Engagement, the services of an external consultant or expert are required, an estimated cost, time frame and involvement will be provided to you for your approval. Acceptance of our Services in conjunction with our Engagement indicates your acceptance of the use of outsourced services as described.
4. Reports, Oral Advice and Draft Deliverables
Where a report or advice is to be prepared as part of the Services, such report or advice will be provided solely for the individual/entity listed in the Engagement or the relevant deliverable (Recipient) and for the purposes outlined in the Engagement or the relevant deliverable (Purpose). We assume no responsibility for any reliance on such report or advice by any other person other than the named Recipient and for the Purpose and the report or advice shall not be used by any other individual/entity and/or for any other purpose.
5. Acceptance of Engagement
You may accept the Engagement and these terms by:
(a) signing and returning this document to us; or
(b) continuing to instruct us.
We may provide you with a scope of fees which will cover the specified Services to be performed. We may otherwise apply (and you agree you will be liable to pay) our hourly rates, as specified below, for the relevant Services.
Upon acceptance, you agree to pay for our Services on these terms.
6. Hourly Rates
| Managing Director | $350 ex GST per hour |
| Head of CFO Advisory | $300 ex GST per hour |
| CFO / HR | $250 ex GST per hour |
| Client Advisor / Manager | $160 ex GST per hour |
| Senior Bookkeeper | $60 ex GST per hour |
| Intermediate Bookkeeper | $55 ex GST per hour |
| Junior Bookkeeper | $50 ex GST per hour |
Hourly rates are subject to review annually and may change.
7. Engagement Team
Where specific Dexterous partners, directors, employees or consultants are named in the Engagement, we will use reasonable efforts to ensure that these people are available to provide the Services. The personnel named in the Engagement have been allocated to your Engagement upon Dexterous’ assessment of the levels of experience, skills and responsibility required to perform the Engagement.
8. Commencement and Delivery
Our Engagement will commence on the commencement date outlined in the Engagement and continue for the Period of Engagement. If no Period of Engagement is specified, our Engagement will continue for so long as you continue to instruct us and/or until terminated in accordance with these terms and conditions.
We will endeavour to carry out our obligations in accordance with any delivery timeframes set out in the Engagement. However, unless both parties specifically agree otherwise in writing, any dates contained in the Engagement are indicative and are not contractually binding. Any estimates of time for completion of the Services are given on the assumption that we receive co-operation, diligence and commitment from you. For the avoidance of doubt, we will not be liable for any failure or delay in performing the Services if that failure or delay arises from anything beyond our reasonable control including, for example, untimely provision of information or the provision of incomplete or incorrect information by you.
9. Your Obligations
You agree to:
(a) provide us promptly with all information, instructions and access to third parties we reasonably require in order to perform the Services;
(b) provide us with bank statements, credit card statements, cheque books, receipts/invoices, bank deposit books or relevant bank transfer information and answers to queries as required;
(c) provide us with ongoing access to any accounting software we reasonably require in order to perform the Services;
(d) provide reasonable facilities for us when we work at your premises;
(e) ensure we are permitted to use any third-party information or intellectual property rights you require us to use to perform the Services;
(f) ensure that information provided to us is accurate, complete and not misleading (we will rely on this information to perform the Service and we will not verify it in any way, except to the extent we have expressly agreed to do so as part of the Services);
(g) alert us to changes to information provided to us; and
(h) let us know if you expect us to use information from other engagements in connection with this one (otherwise, we are not required to use that information and will not be deemed to know it for the purposes of these terms).
Our performance depends on you also performing your obligations under these terms. You agree that, to the extent permitted under law, we are not liable for any default that arises because you do not fulfil your obligations.
10. Taxation Services
Where the Engagement involves the provision of taxation services, the responsibility for the accuracy and the completeness of the particulars and information provided by you in respect of taxation services rests with you.
Where we provide taxation advice, that advice represents our opinion which has been formed based on our knowledge of your particular circumstances and the information provided by you. We will not provide taxation services to you if we discover, or form an opinion that, the information on which the taxation service is to be based contains false or misleading information or omits material information. Our involvement will not disclose fraud, defalcations or other irregularities which may occur. We will advise you of any material weaknesses in your accounting or internal control systems which come to our attention. Unless specifically agreed in writing, our taxation services do not include duty, capital gains tax, foreign taxation or any other general taxation advice other than GST and income taxation advice (within the scope of our engagement).
You acknowledge and agree that you will check any return prepared by us for accuracy prior to execution by you.
You acknowledge that:
(a) we are not liable for any errors or omissions in the information provided by you;
(b) our advice is based on the information provided by you, and we are not responsible for any consequences arising from incomplete or inaccurate information.
11. Bookkeeping Services
Where the Services include bookkeeping services, you agree that:
(a) We accept no liability or responsibility for data or information received from you or your agents which may lead to possible errors occurring; and
(b) You must review all bookkeeping work completed by us within fourteen (14) days of it being received by you. You must ensure that all necessary changes are brought to our attention immediately. If you fail to bring any changes to our attention within the fourteen (14) day time period, the work performed by us is deemed accepted by you.
You acknowledge and agree that we will not be responsible for any liability or loss which you might suffer or which might arise from any errors or omissions which may be discovered or identified outside of the fourteen (14) day period specified above.
12. Personnel
For the purposes of this clause 12, ‘Personnel’ shall mean employees, contractors, or agents engaged by the company.
(a) We will engage the Personnel to perform the services instructed and requested by you. You will provide the direction to our Personnel on a job by job basis.
(b) We must ensure that the Personnel regularly consult or liaise with and report (either orally or in writing) and act under the lawful direction of yours with respect to the performance of the Services.
(c) Personnel will conduct themselves in a proper manner and comply with the operational procedures and all policies and regulations (excluding policies relating to personnel, which we will prescribe) of Client.
(d) You may instruct us to remove and replace such Personnel acting reasonably in the event of misconduct or incompetence on the part of the Personnel. We warrant that they will use their best endeavours to limit the turnover of Personnel.
(e) Your representatives may instruct the Personnel with specific requests at any time during normal business hours in the location of the Personnel.
(f) You shall not request Personnel to perform any quantity of work for you in excess of the quantity of work which an individual in the position could be expected to perform during normal business hours and subject to normal holiday and leave provisions in the location of the Personnel.
(g) You shall not request, instruct or direct the Personnel to perform work for any other third party or related entity of yours.
(h) You will not request or instruct the Personnel to perform work which breaches or is likely to breach any laws or regulations in the location of the Personnel
(i) You may give us not less than 2 months’ written notice to reduce or increase the number of Personnel or as otherwise agreed between the parties.
(j) We will ensure compliance with employment legislation in the relevant jurisdiction where the Personnel reside.
13. Fees
You agree to pay us fees for our Services on the basis set out in the Engagement, plus any GST.
Our fees are generally calculated on the basis of time spent on the assignment of Dexterous personnel in accordance with hourly rates current at the time the Services are performed.
Our rates are reviewed on a regular basis (every twelve (12) months) and may change during the course of the Engagement. You will be given 30 days’ notice in writing of any changes to our rates. In relation to lengthy matters this may impact upon our cost estimates (which may be revised accordingly). Our costs estimates will remain in force until the next 30 June.
Any total quantum of fees indicated in the Engagement for time-based billing matters are indicative estimates only based upon the preliminary information provided by you and our experience with similar engagements and we reserve the right to render invoices for the actual time spent on your assignment by Dexterous personnel.
We also provide Services on a fixed fee or other basis and if so, your Engagement will specify which Services are to be performed for a fixed fee or will otherwise set out the basis for billing.
We undertake that, as much as possible, we will communicate with you as soon as we become aware of any circumstances that might lead to an increase in our fees and charges. The estimate of our fees excludes the cost of disbursements and any additional work undertaken by us at your request. In addition, if the information you provide is incomplete, or there are delays in you providing the necessary information, the fee charged to you may be increased to reflect the additional time and costs incurred by us in completing your Services.
14. Expenses and Compliance Costs
All fees are exclusive of expenses and disbursements, including software subscriptions.
You agree to pay any reasonable expenses and disbursements we incur in connection with the Services, plus GST. Any special expense arrangements will be as agreed and set out in the Engagement.
If we are required to provide information regarding you or the Services in order to comply with a statutory obligation, court order or other compulsory process, you agree to pay the reasonable costs and expenses we incur in doing so. This includes time spent by professional sta and our reasonable costs.
15. GST
Where applicable, GST is payable on our fees and expenses and will be clearly shown on our tax invoices. By accepting these terms, you agree to pay us an amount equivalent to the GST imposed on these charges.
16. Billing Arrangements
Our usual policy is to issue a tax invoice on a weekly basis or as set out in the engagement in relation to a particular deliverable or completion of a stage of the Services. We reserve the right to issue tax invoices at more or less frequent intervals. All tax invoices are due and payable seven (7) days from the date of the tax invoice. You consent to us sending our tax invoices to you electronically at your usual email address or mobile phone number as specified by you.
For new clients, we may require an upfront payment into our bank account before commencing the Services.
We reserve the right to stop work if invoices remain unpaid for 30 days.
17. Interest Charges
Interest at the rate of 2% per month will be charged on any amounts unpaid after the expiry of seven (7) days after a tax invoice is given to you. Our tax invoices will specify the interest rate to be charged.
18. Recovery of Costs
We reserve the right to recover all default costs and enforcement expenses (debt collection or legal costs) in the event tax invoices are not paid by the due date and recovery action is necessary.
19. Retention of Your Documents
On completion of your work or following termination (by either party) of our Services, we will retain your documents for seven (7) years. Your agreement to these terms constitutes your authority for us to destroy the file after those seven (7) years. The authority does not relate to any documents which are deposited in safe custody which will, subject to agreement, be retained on your behalf indefinitely. You will be liable for the cost of storing and retrieving documents in storage and our professional fees in connection with this.
20. Termination by Us
We may cease to act for you or refuse to perform further work, including:
(a) while any of our tax invoices remain unpaid after 30 days;
(b) if you do not comply with any request to pay an amount in respect of disbursements or future costs;
(c) if you fail to provide us with clear and timely instructions to enable us to advance your matter;
(d) if you refuse to accept our advice;
(e) if you indicate to us or we form the view that you have lost confidence in us;
(f) if there are any ethical grounds which we consider require us to cease acting for you, for example a conflict of interest;
(g) for any other reason outside our control which has the e ect of compromising our ability to perform the work required within the required time frame; or
(h) if in our sole discretion we consider it is no longer appropriate to act for you; or
(i) for just cause.
We will give you reasonable written notice of termination of our Services. You will be required to pay our costs incurred up to the date of termination. Where we agree to a fixed fee for the Services, and the Services are not completed before termination, you agree to pay us for the Services we have performed on the basis of the time spent at our then current hourly rates, up to the amount of the fixed fee.
Changes to the law or other circumstances beyond our reasonable control may mean that providing the Services to you because of applicable auditor independence rules, Accounting Standards or other legislation. If that happens, we may terminate this agreement immediately by providing notice in writing.
21. Termination by You
Unless otherwise stated in the Engagement, you may terminate our Services by providing ninety (90) days prior written notice. You may request a change in scope (if reducing part of the services) by providing sixty (60) days prior written notice. However, if you do so you will be required to pay our costs and expenses incurred up to the date of termination.
22. Lien
Without acting any lien to which we are otherwise entitled at law over funds, papers and other property of yours:
(a) we shall be entitled to retain by way of lien any funds, property or papers of yours, which are from time to time in our possession or control, until all costs, disbursements, interest and other moneys due to us have been paid; and
(b) our lien will continue notwithstanding that we cease to act for you.
23. Apportionment of Liability
Should we be found liable to you for a breach of our Engagement, any duty of care or fiduciary obligation we owe to you, our liability is reduced to the extent that your own conduct contributed to any loss or damage suffered.
24. Limitation of Liability
To the extent permitted by law, our liability to you in contract, tort or otherwise is:
(a) subject always to the Limitation of Liability Scheme governed by the Professional Standards Legislation known as the ‘Chartered Accountants Australian and New Zealand’ scheme; and
(b) limited to the amount of compulsory professional coverage we have in place as required by the scheme; or
(c) $2m, if all else fails.
Please let us know if you would like a copy of the relevant scheme. Our services may come with guarantees which cannot be excluded pursuant to the Competition and Consumer Act 2010 (Cth) (CCA).
To the extent that the consumer guarantees under the CCA apply, our liability arising from a failure to comply with the guarantees is limited to supplying the services again or the cost of having the services supplied again.
Where more than one client is named in the Engagement, the limits on our liability under this clause must be allocated between them. We do not need to know how a limit is allocated and, if it is not, you agree not to dispute a limit on our liability on the basis that you have not agreed on how it is to be allocated.
To the extent permitted by law, we exclude all liability for:
(d) loss or corruption of data;
(e) loss of profit, goodwill, business opportunity or anticipated savings or benefits; and/or
(f) indirect or consequential loss or damage.
You acknowledge and agree that the exclusion of liability also extends to any loss or damages arising from the use of AI technologies in the provisions of our Services, except to the extent caused by our gross negligence.
You agree not to bring a claim (including negligence) against any of our employees personally in connection with the Services. You agree that each of our employees may rely on this clause as if they were a party to this agreement. Each of our employees involved in providing the Services relies on the protections in this clause and we accept the benefit of it on their behalf.
We are not liable for any third-party provider we engage on your behalf. However, this exclusion does not apply to any loss or damage that arises due our failure to comply with applicable laws or regulations.
25. Indemnity
In consideration of our agreement to supply you with the Services described in the Engagement, you agree to indemnify us, our Personnel, 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 (Indemnified Parties) in respect of any activity arising from or connected with the Engagement in respect of any loss, damages and/or claim of whatever kind, including negligence, that may be made by any person and any costs and expenses that may be incurred by us. The foregoing indemnity shall be reduced to the extent that the Indemnified Parties (or any one of them) caused and/or contributed to the loss, damages and/or claim being the subject of the foregoing indemnity.
26. Benefit and Scope of Advice
We are acting solely for the persons/entities described in the Engagement and no party may otherwise seek to rely upon our advice unless expressly stated in writing.
27. PPSA
You acknowledge that we have or will have security interest in respect of all of your present and after acquired property whilst money remains outstanding for our Services.
We may do anything reasonably necessary, including but not limited to registering our security interest on the personal property securities register established under the Personal Properties Securities Act 2009 (Cth) (PPSA).
You agree that pursuant to section 115 of the PPSA, the following provisions in the PPSA do not apply in relation to this security interest to the extent, if any, mentioned (words in this provisions have same meaning as in the PPSA):
(a) section 117 (obligations 117 (obligations secured by interests in personal property and land);
(b) section 118 (enforcing Security Interest in accordance with land law decisions), to the extent that it allows a secured party to give a notice to the grantor;
(c) section 125 (obligation to dispose of or retain collateral);
(d) section 129 (disposal by purchase);
(e) section 130 (notice of disposal), to the extent that it requires the secured party to give a notice to the grantor and other secured parties before disposal;
(f) paragraph 132(3)(d) (contents of statement of account after disposal);
(g) subsection 132(4) (statement of account if no disposal);
(h) section 142 (redemption of collateral); and
(i) section 143 (reinstatement of security agreement).
28. Confidentiality
We agree not to disclose each other’s confidential information, except for disclosures required by law or confidential disclosures under our respective policies.
We may wish to refer to you and the nature of the Services we have performed for you when marketing our Services. You agree that we may do so, provided we do not disclose your confidential information.
29. Access to Working Paper
The Australian Taxation Office (ATO) possess broad powers to obtain information and documents. However, the use of these powers is subject is subject to an administrative concession outlined in the ATO’s Guidelines to Accessing Professional Accounting Advisers’ Papers (Guidelines). To maintain effectiveness of this administrative concession, it is essential to adhere to clause 28 concerning confidentiality. This clause ensures that any disclosure of documents by us is on a confidential basis, and is limited to specific nominated third parties.
We will inform you as soon as reasonably practicable (unless restricted by law) if we receive a legally mandatory notice or request from a third party, such as the Australian Taxation Office or the Australian Securities & investments Commission seeking access to our working papers. Should legal advice be required to determine whether any information of documents are protected by legal professional privilege or the accountants’ privilege concession and can therefore be withheld from the third parties, then you agree that all associated costs of obtaining such advice will be borne by you.
30. Privacy
Our privacy policy can be found at dexterousgroup.com.au/privacy-policy/ (Privacy Policy). By agreeing to the terms of the Engagement you agree to be bound by the terms of the Privacy Policy.
We may collect Personal Information (as that term is defined in the Privacy Act) about you, your representatives, your clients and others when we provide Services to you. If we do, you agree to work with us to ensure that we both meet the obligations that we each may have under the Privacy Act 1988 (Cth) (as amended) (Privacy Act). Personal Information will be used in accordance with the terms of our Privacy Policy (as amended, from time to time). The obligations may include notifying the relevant person to whom the personal information relates who we are and how we propose to use their personal information. Where you have collected personal information, you confirm that you have collected the personal information in accordance with the Privacy Act, that you are entitled to provide this personal information to us and that we may use and disclose the personal information for the purpose/s we provide our Services to you. By proceeding with this Engagement, you acknowledge and agree that we will handle personal information in accordance with the Privacy Act and Privacy Policy.
You authorise us to process any data, including personal information relating to you or other individuals, to the extent necessary to understand and manage your interactions with our AI tools. You agree that we may share your data with third parties, including but not limited to Large Language Models, as part of the functionality of AI tools used as part of providing the Services. We reserve the right to change third-party providers at any time without prior notice to you except where we have otherwise agreed.
31. Sending Material Electronically
We are able to send and receive documents electronically. However, as such transmission is not secure it may be copied, recorded, read or interfered with by third parties while in transit. If you ask us to transmit any document electronically, you release us from any claim you may have as a result of any unauthorised copying, recording, reading or interference with that document, for any delay or non-delivery of any document and for any damage caused to your system or any files.
32. Use of Software and Electronic Tools
We may develop or use electronic tools (e.g. spreadsheets, databases, software) in providing the Services. We are not obliged to share these tools with you, unless they are specified as a deliverable in the Engagement and where ownership has been expressly passed to you on payment of any fees due to us. If they are not a specified deliverable, and we do share them with you, you agree that:
(a) they remain our property;
(b) we developed them solely for our use;
(c) you use them at your own risk; and
(d) you may not provide them to any other third party.
33. AI Technologies
We may utilise artificial intelligence (AI) technologies in the provision of our Services. These AI technologies are employed to enhance e�iciency and accuracy of our work. By accepting these terms, you acknowledge and agree to the use of AI technologies in the performance of Services. We will ensure that any AI technologies used comply with relevant professional and ethical standards and that your data is handled in accordance with the Privacy Act.
34. Intellectual Property
All copyright and other intellectual property rights in all materials and tools (including software and working papers), data, designs, models, methodologies, analysis frameworks, practices, ideas, concepts and techniques brought to the Engagement or created in the course of the Engagement shall remain and be irrevocably vested in Dexterous’ ownership and control absolutely. The terms of our Engagement do not confer a transfer or assignment of any of our intellectual property rights to you.
35. Non-Solicitation
You agree not to (and to otherwise cause your employees, contractor, agents and any associated entities or a�iliates not to):
- encourage or induce any person employed by Dexterous Group (including our Personnel) to terminate their employment during the term of the Engagement and for a period of twelve (12) months (but if that is not enforceable, six (6) months) after the expiration or termination of the Engagement;
- solicit, canvass, approach or accept the approach of any person directly or indirectly, who was employed by Dexterous Group (or any of our Personnel) at any time during the twelve (12) months (but if that is not enforceable, six (6) months) preceding commencement of employment with you, without the prior written consent of Dexterous.
In the event that you cause a breach of either sub-clause 35(1) and/or 35(2) or we consent to such activity taking place, you acknowledge and agree that you will incur and become liable for a recruitment fee due and payable to Dexterous Group equating to no less than six (6) months of the salary which Dexterous Group was paying the relevant person being the subject of the engagement, as at the time their engagement with us terminated or ceases, payable on the earlier of: (i) start date of any employment or engagement with you; and (ii) one month following the cessation of their employment or engagement with Dexterous Group.
You acknowledge and agree that each restraint in this clause 35 goes no further than is necessary to protect the goodwill of Dexterous Group and is reasonable given the interests of the parties to this Engagement.
If you breach the obligations under this clause 35 the remedy of damages may be inadequate to protect the interests of Dexterous Group and in addition and without prejudice to any other remedy which we may have, we are entitled to seek and obtain interlocutory and permanent injunctive relief in any court of competent jurisdiction.
You indemnify Dexterous in respect of any loss and/or damage su�ered by Dexterous as a result of any breach by you of this clause 35.
This clause 35 shall survive the termination of the Engagement.
36. Non-Disparagement
You agree that you will not, at any time during or after the term of this Engagement, make any disparaging or negative remarks, whether orally or in writing, about Dexterous Group, its employees, o�icers, or agents, including any remarks that may be damaging or cause loss or damage to Dexterous Group. Similarly, Dexterous Group agrees not to make any disparaging or negative remarks about you, including any remarks that may be damaging or cause loss or damage to you. This mutual non-disparagement obligation is essential to maintaining the professional reputation and goodwill of both parties.
37. Resolving Disputes
If a dispute arises in connection with the Engagement, 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.
38. Corporations Act
Nothing in these terms applies to the extent that it is prohibited under the Corporations Act 2001 (Cth).
39. Australian Consumer Law
Nothing in these terms a�ects, limits or inhibits your rights under the Australian Consumer Law (as contained in Schedule 2 of the Competition and Consumer Act 2010 (Cth)).
40. Severance
If any provision of these terms is illegal or unenforceable in any relevant jurisdiction, it must be enforced to the maximum extent possible, and if unenforceable may be severed for the purposes of that jurisdiction, without affecting its enforceability in any other jurisdiction or the enforceability of any other part of these terms and conditions.
41. Variation
The Engagement and these terms may only be varied in writing between the parties.
42. Waivers
All waivers must be in writing. A single or partial exercise or waiver by a party of a right relating to these terms and conditions does not prevent any other exercise of that right or the exercise of any other right.
43. Relationship
Except where the Engagement and these terms expressly states otherwise, it does not create a relationship of employment, trust, agency or partnership between the parties.
44. Force Majeure
No party will be liable for any delay or failure to perform its obligations or any condition pursuant to the Engagement and these terms (other than an obligation to pay monies) if such delay arises due to an unforeseen event beyond the reasonable control of that party which is not otherwise dealt with in these terms. If a delay or failure of a party to perform its obligations or any condition is caused or anticipated due to the relevant unforeseen event beyond the reasonable control of that party, the performance of that party’s obligations will be suspended until such time as the party can reasonably comply with its obligations.
45. Assignment
Neither party may assign or deal with our rights under the Engagement and the terms without the other’s prior written consent.
46. Governing Law
The law of New South Wales governs these terms and costs in relation to any matter upon which we are instructed to act.