These Terms and Conditions of Engagement (Terms) apply to all Services provided by Platinum Cloud Consulting Pty Ltd (‘we’, ‘us’, ‘our’) to the client identified in the Engagement Letter or accompanying correspondence (‘you’, ‘your’). By signing the Engagement Letter or continuing to instruct us, you accept these Terms. These Terms operate together with the Engagement Letter; if they are inconsistent, the Engagement Letter prevails.

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1. Definitions

“Engagement Letter” means our letter, email, or proposal describing the Services, scope, deliverables, timing and fees.

“Services” means the professional services we agree to provide under the Engagement Letter, including accounting, taxation, advisory, bookkeeping, and marketing services where applicable.

“Related Entity” has the meaning given in the Corporations Act 2001 (Cth) and includes subsidiaries and entities you control or beneficially own.

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2. Scope & Acceptance

We will provide the Services with due care and skill and in accordance with applicable professional and ethical standards.

Our advice is based on the law and guidance current at the date it is given. We are not obliged to update advice for subsequent changes unless you separately engage us to do so.

You agree not to rely on drafts or oral comments; only our final written advice or deliverables may be relied upon.

 

3. Authority, Group Instructions & Responsibility

If you ask us to act for any subsidiary, affiliate or related entity, you warrant that you have authority to bind that entity. You remain jointly and severally responsible for all fees and costs if any such entity does not pay.

You will ensure timely access to records, systems and personnel necessary for us to perform the Services.

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4. Client Obligations & Information

You must provide complete and accurate information and promptly advise us of any changes or issues that may affect the Services.

To the maximum extent permitted by law, we are not responsible for loss arising from inaccurate, incomplete or late information supplied by you or third parties.

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5. Personnel, Subcontracting & Non‑Solicitation

We may allocate and replace personnel at our discretion. We may use subcontractors and third‑party service providers (including overseas providers) and remain responsible for the Services.

You agree not to solicit for employment any of our personnel directly involved in the Engagement for 12 months after the Engagement ends, without our prior written consent.

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6. Outsourcing & Third‑Party/Overseas Processing

You consent to our use of third‑party and overseas service providers to perform administrative, bookkeeping, IT, data processing, or specialist tasks. We will take reasonable steps to ensure such providers are bound by confidentiality and privacy obligations consistent with these Terms and the Privacy Act 1988 (Cth).

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7. Confidentiality & Regulator Access

Each party must keep the other’s confidential information confidential and use it only for the Engagement.

Despite the above, we may disclose information to our insurers, legal advisers, professional bodies, or regulators, and to third parties assisting us to provide the Services on a need‑to‑know basis.

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8. Privacy

We will handle personal information in accordance with the Privacy Act 1988 (Cth) and our Privacy Policy. By engaging us, you consent to the collection, use, and disclosure of personal information for the purpose of delivering the Services, including disclosures to third‑party and overseas service providers where necessary.

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9. Fees, Rates & Estimates

Unless fixed fees are expressly agreed in the Engagement Letter, fees are charged on a time‑cost basis at our standard hourly rates. Rates are reviewed annually and may change; material changes will be notified in writing.

Estimates are not caps. If the scope changes or assumptions prove incorrect, we may revise estimates or seek your approval for additional work.

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10. Invoicing, Payment Terms & Interest

We may invoice monthly in arrears or on completion, and for disbursements at cost. Payment terms are 14 days from invoice date unless stated otherwise in the Engagement Letter.

Interest may be charged on overdue amounts at 2% above the 90‑day Bank Bill Swap Rate (BBSW), calculated daily and compounding monthly.

We may recover reasonable costs of collection, including third‑party collection fees and legal costs on a solicitor‑client basis.

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11. Disbursements & Surcharges

You agree to pay disbursements reasonably incurred on your behalf at cost (e.g., ASIC fees, search fees, filing fees, couriers, travel). Card surcharges may apply where payment is made by credit card.

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12. Suspension, Lien & Right to Withhold

If any invoice is overdue, we may suspend the Services, withhold deliverables, and exercise a lien over documents and materials in our possession until all outstanding amounts are paid, subject to law.       

 

13. Deemed Acceptance of Terms & Deliverables

By continuing to instruct us after receiving these Terms, you are taken to have accepted them. Deliverables will be deemed accepted unless you promptly notify us of any material non-conformance, in which case we will be given a reasonable period to rectify.

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14. Intellectual Property

We retain all intellectual property in our pre‑existing materials, methodologies, templates, and tools. Subject to full payment of our fees, you receive a non‑exclusive, non‑transferable licence to use the deliverables for your internal business purposes only.

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15. Conflicts of Interest & Independence

We will maintain procedures to identify and manage conflicts. If a conflict arises that cannot be managed to both parties’ satisfaction, either party may terminate the Engagement under clause 22.

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16. Electronic Communications & Cyber Risk

Email and other electronic communications may be insecure or intercepted. We are not responsible for any loss arising from delays, errors, malware, or interception outside our reasonable control. You agree to use up‑to‑date security software and to verify bank details by phone before transferring funds.

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17. Records, Access & Retention

We may retain copies of working papers and client records for at least 7 years, after which they may be securely destroyed unless the law requires longer retention. Original documents you provide remain yours and will be returned on request, subject to our lien rights.

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18. Force Majeure

Neither party is liable for delay or failure to perform due to events beyond its reasonable control (including pandemics, natural disasters, industrial action, utility or internet outages, and cyber incidents). Affected obligations are suspended for the duration of the event.

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19. Limitation of Liability & Proportionate Responsibility

To the maximum extent permitted by law, our aggregate liability arising out of or in connection with the Services is limited to the total fees paid for the Services in the 12 months preceding the event giving rise to liability.

We are liable only to the extent of our proportionate responsibility. We are not liable for indirect, special or consequential loss, loss of profit, revenue, goodwill or anticipated savings.

Our advice reflects the law and published guidance current at the date the advice is given. We are not obliged to update advice for subsequent changes unless separately engaged to do so. You must not rely on oral comments or draft materials; only our final written advice or deliverables may be relied upon.

Nothing in these Terms excludes liability that cannot lawfully be excluded. If we participate in a professional standards scheme, our liability may be limited under that scheme.

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20. Indemnity

You indemnify us against loss, liability, cost or expense we suffer arising from (a) your breach of these Terms, or (b) reliance on information you provide that is inaccurate, incomplete or misleading, except to the extent caused by our negligence or wilful misconduct.

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21. AML/CTF & Sanctions (where applicable)

Where applicable to the Services, we may be required to conduct customer due diligence and retain records under the Anti‑Money Laundering and Counter‑Terrorism Financing Act 2006 (Cth) and related sanctions laws. We may be prohibited from notifying you of certain reports submitted to authorities (‘tipping off’). You agree to provide information reasonably requested for these purposes.

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22. Termination

Either party may terminate the Engagement for convenience on 14 days’ written notice, or immediately for insolvency or material breach not remedied within 7 days of notice.

On termination, you will pay all fees and disbursements for work performed up to the termination date, together with reasonable transition costs. Clauses which by their nature should survive termination (including confidentiality, IP, limitation of liability, fees, and dispute resolution) survive termination.

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23. Dispute Resolution & Complaints

If you have a concern about our Services or an invoice, please notify us within 10 business days. Senior representatives will meet (in person or virtually) to attempt to resolve the issue. If not resolved within 20 business days, the dispute will be referred to mediation administered by the Resolution Institute (Australia). Each party bears its own costs and shares mediator costs equally.

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24. Notices

Notices may be given by email, post or via a secure portal to the addresses set out in the Engagement Letter. A notice is deemed received: (a) if by email, when sent unless the sender receives a delivery failure; (b) if posted, 5 business days after posting; (c) if via portal, when uploaded and access is notified.

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25. Variations, Waiver & Severability

Variations to these Terms must be in writing and signed by both parties (including via e‑signature). A waiver is effective only if in writing and applies to the specific instance. If any provision is invalid or unenforceable, it will be severed and the remaining provisions will continue in full force.

 

26. Identify the Client & Group Entities (Authority + Joint Responsibility)

When you instruct us to act for, advise or prepare work for any subsidiary, affiliate, related body corporate or other related entity, you warrant that you have authority to bind that entity. You remain jointly and severally responsible for all fees, disbursements and charges if any such related entity does not pay.

 

27. Governing Law & Jurisdiction

These Terms are governed by the laws of New South Wales, Australia. Each party submits to the exclusive jurisdiction of the courts of New South Wales and the Commonwealth of Australia.

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28. Entire Agreement

These Terms, together with the Engagement Letter and any schedules referenced in it, constitute the entire agreement between the parties regarding the Services and supersede all prior discussions or understandings.

Note: If you require alternative payment terms, governing law, or tailored clauses (e.g., specific industry compliance), we can update this document ac