Boardly Bookkeeping

Terms

Terms of business

These Terms of Business apply to the services you have engaged Rebecca Rowe trading as Boardly Bookkeeping (ABN 11 293 347 336) ("Boardly", "we", "us" or "our") to provide under your Engagement Letter or, before an Engagement Letter, under clause 1.4 (the "Services"). BAS services are provided by Rebecca Rowe, registered BAS agent 26371011.

1. Your contract with us

1.1 Together, these form the contract between you and Boardly (the "Contract"), as updated from time to time:

  1. these Terms of Business;
  2. your Engagement Letter; and
  3. our Privacy Policy.

1.2 The Contract is the whole agreement between you and Boardly about the Services. It replaces every earlier proposal, letter, understanding or other communication, written or spoken.

1.3 We may update these Terms of Business, or any part of our Privacy Policy that affects your rights or obligations under the Contract, from time to time. Any other update to our Privacy Policy takes effect when we publish it. We will tell you in writing at least 30 days before an update takes effect, and the updated terms apply to Services provided after that date. A change to a fee is made only as clause 11 and your Engagement Letter allow. If you do not accept an update, you may end the Contract under clause 13.6, and the update does not apply to Services provided during your notice period.

1.4 Before you engage us under an Engagement Letter, we may carry out our free Decision-Ready Assessment of your books and systems (the "Assessment"). If you accept these Terms of Business and our Privacy Policy for the Assessment, by replying to the acceptance request we send you and saying plainly that you accept, they form a contract between you and us for the Assessment alone, and until it ends the Services are the Assessment and its Decision-Ready Report. Each business named in the acceptance request we send you is a party to the contract for the Assessment, and by that reply the person who replies confirms that they are authorised to accept these Terms of Business for each of them. Clause 11, and clause 13.6, point 2, do not apply to the Assessment, because it is free. That contract ends when we give you the Decision-Ready Report, when either of us tells the other in writing that it is not going ahead, or when you accept an Engagement Letter, whichever comes first.

2. Performance of the Services

2.1 The Services are the fixed list of services in your Engagement Letter or, before an Engagement Letter, under clause 1.4, and nothing outside it. Either of us may ask to change the Services. Work outside the list starts only once we have agreed it in writing as a change to your Engagement Letter, billed monthly for recurring work or as a one-off bill for one-off work.

2.2 We will use reasonable commercial efforts to provide the Services efficiently and on time, with all reasonable skill and care.

2.3 The Services are not legal services and are not legal advice.

2.4 Dates in any timetable in your Engagement Letter, or that we otherwise give you, are for planning and estimating only and are not binding on us. This does not change a lodgment due date the law sets, or our duty to provide the Services within a reasonable time.

2.5 The Services are provided for your benefit and use alone. We accept no liability or responsibility to anyone else for the Services.

2.6 While providing the Services we may give you spoken comments, or draft reports, letters, schedules and other documents. Do not rely on a spoken comment or a draft, because it may change with further work or review. Our final results are in our final report or advice.

2.7 Our work is based on the documents and information you give us or we obtain for the Services. We may ask you to clarify something where we need to, but we will not verify that the documents and information are accurate and complete unless you engage us to. We are not engaged to audit your financial records, and we give no opinion on whether any financial statements are true and fair.

2.8 The law may change before you act on our advice, and a change may apply backwards. We are not responsible for telling you about a change in the law, or in how it is read, that affects advice we gave earlier. While the Contract runs, this does not limit what clause 2.11 says we will tell you.

2.9 We often rely on outside information or public records to carry out your instructions. We do not check them for accuracy or completeness, and we are not responsible or liable for any direct or indirect loss or damage caused by an error or omission in them, unless we ought reasonably to have noticed the error in doing the Services.

2.10 Something we advise you on may have tax consequences for other entities or people, such as your directors, employees or contractors. Unless those consequences were caused by our negligence or breach of the Contract, we are not liable for them to you or to those entities or people, and you indemnify us against any loss or damage we suffer from a claim or action by any of those entities or people about those consequences.

2.11 Where the Services include BAS services:

  1. we will tell you about your rights, obligations and options under the taxation laws that are materially related to those BAS services, including your right to object to a position the Australian Taxation Office ("ATO") takes; and
  2. we will tell you how those laws apply to you, including any penalties and other legal consequences, so that you can make an informed decision about what to do.

2.12 As a registered BAS agent, we are regulated by the Tax Practitioners Board and bound by the Code of Professional Conduct, a code set by law that states the professional and ethical standards tax agents and BAS agents must meet. Its principles include:

  1. honesty and integrity, among them not making or preparing a statement for the ATO or the Tax Practitioners Board that we know, or ought reasonably to know, is false or misleading in a material particular, or omits any matter or thing without which the statement is misleading in a material respect;
  2. independence;
  3. confidentiality;
  4. competence, among them taking reasonable care in ascertaining your state of affairs, and taking reasonable care to ensure that the taxation laws are applied correctly to the circumstances we advise you on; and
  5. other responsibilities, among them not knowingly obstructing the proper administration of the taxation laws, keeping professional indemnity insurance that meets the Tax Practitioners Board's requirements, and responding to requests and directions from the Tax Practitioners Board in a timely, responsible and reasonable manner.

You can find out more about the Tax Practitioners Board and the Code at www.tpb.gov.au.

3. Your obligations

3.1 Finishing the Services on time depends on you giving us the information, documents and access they need. Any timing we give you assumes that cooperation. Where a delay in that cooperation adds to the work, we may propose a change to the fee under clause 11, agreed with you before any extra work starts.

3.2 You agree to:

  1. give us all the information, documents and resources (the "Materials") we reasonably need to provide the Services, including access to your systems and to the other people and businesses we need to deal with;
  2. give us what we need to verify your identity, and the identity of anyone acting for you, as the Tax Practitioners Board expects of a registered BAS agent before we provide a BAS service for you;
  3. make the owner, or someone authorised to decide for the business, available when we ask;
  4. make decisions promptly so the Services can proceed;
  5. make sure, by taking reasonable care, that the Materials given by you or for you are true, correct and complete, are not false or misleading, and leave nothing material out; and
  6. tell us when anything in the Materials changes. You can tell us by contacting whoever is working on your Services.

3.3 Unless the law requires it, you must not give any document or deliverable from the Services to anyone else without our written consent. That includes filing anything that contains or refers to one of our reports with a regulator, other than in a complaint to a regulator, and putting one of our reports in a public document. This does not apply to a document that belongs to you under clause 7.5, to giving a document to your own tax agent, auditor, legal adviser, insurer or financier who agrees, or is already required, to keep it confidential, to giving a document to the ATO or the Tax Practitioners Board when either asks for it, or to any other disclosure clause 4.4 allows.

3.4 You acknowledge that:

  1. you are responsible for the accuracy and completeness of the information, including the Materials, you give us;
  2. any advice we give you is an opinion based on what the people working on your Services actually know of your circumstances; and
  3. as a taxpayer under self-assessment, you must keep full and proper records so that accurate statements can be prepared.

Nothing in clause 2.7 or this clause 3.4 limits our duty to take reasonable care in ascertaining your state of affairs and in applying the taxation laws to it.

3.5 Activity statements

  1. Every BAS and IAS can be examined by the ATO. You may be asked to produce documents, records or other evidence to support the items on a statement.
  2. Preparing your activity statement is not an audit of your tax affairs and cannot be relied on as one. As the taxpayer you self-assess. You must review each statement before it is lodged so that anything incorrect can be corrected. We lodge each statement only once you have reviewed it and given us your declaration for it.
  3. There are penalties for making a false or misleading statement to the ATO.
  4. Each activity statement has a lodgment and payment due date set by law. Lodging through us as your registered BAS agent may give you a later date. Any amount a statement shows as payable is yours to pay to the ATO by its due date. A late lodgment can attract a penalty, and an amount paid late attracts interest, called the general interest charge, until it is paid.

3.6 Each company, trust, partnership or other entity named as a client in your Engagement Letter is a party to it, and by signing you confirm that you are authorised to bind each of them to the Contract.

3.7 When we record your transactions, we assume that:

  1. all your income is in the records you give us, or give us access to, and you will tell us about any income you receive in another way; and
  2. every capital purchase and expense in those records is supported by the records the tax laws require you to keep.

These assumptions do not limit our duty to take reasonable care.

3.8 Proof of identity and authority

  1. When we ask, you will make available for us to sight the documents we need to verify the identity of each person we must verify, such as a current Australian driver's licence or passport, and documents showing that your business exists, such as an ASIC extract or a trust deed.
  2. Where a person instructs us for a company, trust or partnership, you will give us evidence of their authority to do so, such as their listing as a director, trustee or partner, or a signed letter of authority.
  3. We start a BAS service only once these identity and authority checks are complete. We act on an instruction from a new representative only once their checks are complete. Where a check we must repeat is not complete, we may pause a BAS service; we will tell you promptly what we need, and the pause ends when the check is complete.
  4. You will tell us promptly in writing of any change to the people authorised to act for you, or to your directors, trustees, partners or bank signatories. When you do, we may ask for fresh documents to verify the change.

3.9 Payment and cyber fraud: We provide the Services with all reasonable skill and care, but you keep oversight of your own bank accounts. We do not advise on insurance. You may wish to ask a licensed insurance adviser whether cyber insurance suits your business. We also recommend that you set up dual authorisation for payments with your bank, so that two of your own authorised people approve each payment. We are never one of the approvers.

3.10 GST tax invoices: Under the GST law, unless the ATO has waived the requirement, a GST credit for a purchase costing more than $82.50 including GST ($75 excluding GST) can be claimed only on an activity statement lodged while you hold a valid tax invoice for it; if the invoice is missing, the credit can be claimed on a later activity statement once you hold it, within the time limit for claiming credits. We will claim such a credit only once you hold the tax invoice, and we will ask you for any that is missing. For purchases of $82.50 or less you do not need a tax invoice, but you must still keep records that explain each purchase for at least five years.

3.11 Payroll: Where the Services include payroll:

  1. withholding tax from your employees' pay and paying it to the ATO, reporting each pay event through Single Touch Payroll, and paying super so that each employee's fund receives it, with the information the fund needs to allocate it, within the time the law allows, remain your obligations as the employer, including when we prepare or lodge a report for you;
  2. before we report your pay events through Single Touch Payroll for you, the law requires your written declaration authorising us and confirming that the information you give us is true and correct; one declaration can cover a single report or a limited period, and it ends early if you withdraw it or something material changes; and
  3. making the finalisation declaration for each year's Single Touch Payroll is your obligation as the employer, including when we lodge it for you.

3.12 GST registration: If you are not registered for GST, you must apply to register within the time the GST law sets once your GST turnover reaches, or is likely to reach, the registration threshold.

4. Confidentiality

4.1 In this Contract, "Confidential Information" means all non-public information and documents either of us receives or produces in connection with the Services. Information about you or your affairs, including the Materials and any document that belongs to you under clause 7.5, is "your Confidential Information". Information about us or our business, including our working papers, systems, templates, Tools (as clause 6.2 defines them), business processes and methods, is "our Confidential Information". Information about you or your affairs is your Confidential Information even where it is in our working papers or Tools. Your Engagement Letter is the Confidential Information of each of us. Confidential Information does not include information that:

  1. is or becomes public other than through a breach of this clause 4;
  2. the party receiving it already knew, free of any duty of confidence, before the other party gave it to them;
  3. the party receiving it gets from someone other than the other party, who owes the other party no duty of confidence over it; or
  4. the party receiving it develops independently, without using the other party's Confidential Information.

These exclusions do not limit clause 4.3.

4.2 Subject to clause 4.4, neither of us may disclose the other's Confidential Information without the other's consent. Apart from your Engagement Letter, nothing in this clause 4 limits what you may do with your own Confidential Information. Clause 3.3 still applies to a document from the Services that does not yet belong to you under clause 7.5.

4.3 We may disclose your Confidential Information to contractors who work for Boardly and are bound by confidentiality, and to the software and AI providers your Engagement Letter describes, for the purpose of providing the Services and as our Privacy Policy sets out. Otherwise, except as clause 4.4 allows, as a registered BAS agent, we do not disclose information about your affairs to anyone else without your permission unless we have a legal duty to do so.

4.4 Either of us may disclose Confidential Information:

  1. to that party's own insurers or legal advisers, if they agree, or are already required, to keep it confidential;
  2. as far as the law requires; or
  3. as far as the Services properly require, other than our disclosure to a software or AI provider your Engagement Letter does not describe.

You may also disclose our Confidential Information, including your Engagement Letter, in a complaint to a regulator, or in a dispute or legal proceeding with us, or to your own tax agent, auditor, legal adviser, insurer or financier if they agree, or are already required, to keep it confidential.

4.5 As long as we do not name you, identify your business or disclose your Confidential Information, we may refer to having done the Services as an example of our experience. We name you only with your written consent.

4.6 Unless the law requires it, you must not use our name or logo on a website or in a public statement in a way that suggests we endorse you or your business, or that we have checked or approved something we have not, without our prior written consent. This does not stop you from saying that we are your bookkeeper or BAS agent, from giving, filing or publishing a document that belongs to you under clause 7.5 as long as you do not present a changed version as ours, from giving an honest review of us or the Services, or from complaining to a regulator.

5. Privacy of personal information

5.1 The Services, and your use of our website, are governed by our Privacy Policy, which is on our website and available on request.

5.2 You acknowledge that we may collect, hold, use and disclose personal information (as defined in the Privacy Act 1988 (Cth) (the "Privacy Act")) for the purposes in our Privacy Policy, and only where doing so does not breach the Privacy Act. Personal information given to us for the Services is handled in line with the Privacy Act and our Privacy Policy.

5.3 Where the Services need someone else to give us personal information at your request, you must make sure that person has met the Privacy Act's requirements and is allowed to give it to us. Where the Services need us to collect personal information from someone else, you are responsible for everything needed for us to do so, including getting their consent and giving them a privacy notice. You agree to comply with the Privacy Act when you give us information.

5.4 If you object to us handling your personal information as our Privacy Policy (as updated from time to time) sets out, you must tell us in writing. We cannot provide the Services without handling your personal information that way, so if you do, we may, within a reasonable time after your notice, end the Contract on notice under clause 13.6, point 2.

6. Intellectual property

6.1 Intellectual property in our systems, templates, methods, processes and working papers, whether we own them or hold them under licence, stays with us. Which documents from the Services belong to you, and which belong to you once our fees for them are paid, is set out in clause 7.5. We may use the techniques, methods, ideas, information and know-how we gain while doing your Services in work for other clients, but not your Confidential Information or personal information.

6.2 We may use or build software, including spreadsheets, databases and other electronic tools (the "Tools"), to provide the Services. A Tool stays our property, and you must not pass it on or share it with anyone else, except as clause 4.4 allows. Where your Engagement Letter lists a Tool, or a report or forecast made with one, as part of the Services, we prepare it with due care and skill for the purpose your Engagement Letter describes. Any other Tool we give you is provided "as is" and for your use only. We built it for our own purposes, and to the full extent the law allows we make no promise that it is suitable for any other purpose you or anyone else uses it for.

6.3 You give us a non-exclusive, royalty-free, worldwide licence, with the right to sub-license, to use, copy, distribute, adapt and communicate the Materials as far as we need to in order to provide the Services and meet our obligations under the Contract.

6.4 You warrant that our use of the Materials will not infringe anyone else's intellectual property rights, and you indemnify us against any loss or damage we suffer from a claim that it does.

7. Documents

7.1 We keep our record of the Services, which may contain personal information about you, for at least five years from the later of the end of the engagement or the last lodgment it relates to, as the law requires of a registered BAS agent. After that we may destroy it confidentially, if the information in it is no longer needed for the purpose it was collected for. Tax file number information is destroyed or permanently de-identified sooner, once no law and no authorised purpose needs it. You may ask us in writing at any time to give you, or someone you nominate, an electronic copy of any document that belongs to you under clause 7.5, and we handle that request in line with our Privacy Policy.

7.2 Tell us at once if you become aware that a document is, or is reasonably likely to be, needed as evidence in a legal proceeding, so that we can give it to you for safe keeping.

7.3 We may keep copies of any document we prepared or received for the Services, at our discretion and in line with our Privacy Policy.

7.4 While fees are owing for work we have done, we may hold the documents that work produced: letters of advice and the books of account, statements and reports that we prepared, and the accounting file holding your data where the subscription is ours. We never hold your source documents, including any stored in that accounting file, your correspondence with the ATO, or software licensed in your name, whatever is owing.

7.5 Who owns which documents follows the Tax Practitioners Board's guidance on documents and fees owing:

  1. these belong to you whatever is owing: your source documents, such as receipts, invoices and your own journals, including any stored in the accounting file; your correspondence with the ATO; and software licensed in your name;
  2. these belong to you once our fees for the work that produced them are paid: letters of advice and the books of account, statements and reports that we prepared for you, and the accounting file holding your data where the subscription is ours; and
  3. our working papers belong to us, as clause 6.1 sets out.

8. Electronic communications

8.1 We send every communication and notice about the Services electronically, usually by email to the email address you last gave us, with attachments or a link where needed. We may also phone you or meet you by video call.

8.2 By agreeing to the Contract:

  1. you consent to those communications, and agree that a communication is not invalid merely because it was sent electronically; and
  2. you and we agree that an email is taken to be received when it is sent to the address the Contract gives for the person receiving it, unless the sender receives a message that it was not delivered.

8.3 Electronic communication cannot be guaranteed secure, virus-free or error-free. Information sent electronically may be intercepted, corrupted, lost, destroyed, delayed, incomplete or otherwise unsafe to use. We are not liable to you for any error, omission or loss of confidentiality arising from communicating with you electronically, unless it was caused by our failure to take reasonable care. If you do not accept these risks, tell us in writing that you do not want us to communicate with you electronically.

8.4 We cannot provide the Services without communicating with you electronically. If you give us notice under clause 8.3, we may, within a reasonable time after receiving it, end the Contract on notice under clause 13.6, point 2.

9. Limitation of liability

9.1 Subject to clause 9.2, our liability for loss or damage arising out of or in connection with the Services, whether for breach of contract, in tort (including negligence), for breach of statutory duty or otherwise, is limited to $250,000 in total (the "Liability Cap"). The Liability Cap includes any interest and any costs, including your legal costs that we are ordered or agree to pay. The Liability Cap does not apply to liability for our own fraud or dishonesty.

9.2 The Liability Cap does not apply to the extent any law prohibits it.

9.3 To the extent the law allows, we exclude all liability to you for loss of profit, revenue or opportunity, business interruption, savings or benefits you expected but did not get, and any other indirect or consequential loss or damage arising out of or in connection with the Services. This clause does not exclude our liability, which the Liability Cap still limits, for any of the following that our failure to take reasonable care or our breach of the Contract caused: a penalty, interest (including the general interest charge) or other charge the ATO or another regulator imposes on you; the reasonable cost of correcting our work or having it corrected; and the reasonable cost of recovering or re-creating data we lost.

9.4 If you claim against us for a loss arising out of or in connection with the Services or the Contract, liability for the loss, and anything you recover, is shared according to how far each of us was responsible for it.

9.5 To the extent the law allows, you indemnify Boardly, and everyone who works for Boardly including contractors and agents, against all liabilities, losses, claims, reasonable costs, damages and expenses resulting from any action or claim by anyone else, to the extent it arises from your breach of the Contract, your negligent or unlawful act or omission, or your use of anything we deliver under the Contract for a purpose other than the one it was prepared for, except to the extent it was caused by our negligence, fraud or breach of the Contract. This includes our reasonable legal costs of the action or claim. We hold the benefit of this indemnity on trust for everyone who works for Boardly, as far as it is for their benefit.

9.6 Subject to clause 9.7, we make no promise about the economic, financial or other results you may get from the Services, and to the extent the law allows we exclude every warranty and condition not set out in the Contract.

9.7 The Australian Consumer Law gives you guarantees, including that the Services will be provided with due care and skill, that cannot be excluded. Where the Competition and Consumer Act 2010 (Cth) or another law implies or imposes a warranty, condition, guarantee or other right in relation to the Contract or the Services that cannot lawfully be excluded, it applies only as far as the law requires. To the extent the law allows, our liability for breach of such a warranty, condition or guarantee is limited, at your choice, to supplying the Services again or paying the cost of having them supplied again.

10. Indemnity

10.1 You indemnify Boardly, and everyone who works for Boardly including contractors and agents, against all liability for loss, and all costs, charges and expenses incurred directly or indirectly, in connection with:

  1. your fraud;
  2. anything in information you give us that you knew, or ought reasonably to have known, was false or inaccurate; and
  3. our acting on an instruction that appears to come from you or your authorised contact, including an instruction that turns out to be unauthorised or fraudulent, or an instruction to stop something you earlier asked us to do.

10.2 This indemnity does not apply to the extent a loss was caused by our negligence, fraud or breach of the Contract. You will pay what is due under this indemnity when we ask.

11. Fees and expenses

11.1 You agree to pay our fees for the Services. GST at the current rate is added to our fees where it applies and forms part of them. It is a fundamental term of the Contract that you are the party responsible for paying our fees and expenses, even where part of them relates to Services provided to other entities or people.

11.2 All fees are billed in Australian dollars unless your Engagement Letter says otherwise.

11.3 You agree to pay our reasonable out-of-pocket expenses for the Services, including third-party software we buy for you, at cost and itemised. The charge is what we paid, net of any GST credit we can claim, plus GST where it applies. Where an expense is more than $200, we may instead pass the supplier's details to you to pay the supplier directly.

11.4 Your Engagement Letter states a fixed fee for the service plan you choose and a numbered list of the assumptions the fee rests on, such as the volume of transactions and the number of employees. Apart from our July price review under clause 11.5, the fee is fixed while those assumptions hold. If they change, we talk with you first and any new fee is agreed under clause 11.5 before it applies.

11.5 Price reviews and payment

  1. We review our prices each July and give you at least 60 days' written notice of any change. There is no automatic indexation. If you end the Contract under clause 13.6 because of the change, the new price does not apply during your notice period.
  2. Outside that review, your fee changes only when the assumptions in your Engagement Letter change or our quarterly check of the work your Services take shows it should, and then only after we have talked with you and agreed the new fee in writing.
  3. Your monthly fee starts with the first full month after we deliver the reconciled starting point at the end of Groundwork. Your monthly fee is invoiced monthly in advance and collected on the 1st of the month by direct debit from your nominated bank account.
  4. You authorise the debit in a direct debit request, or a PayTo agreement, that you set up through our payment provider when you accept your Engagement Letter, and before your first monthly fee falls due. Its terms set out how you can change, stop or cancel a debit and how to dispute one. If you cancel it, you agree to pay your monthly fee another way we agree with you, by its due date.
  5. Your Groundwork fee falls due when you accept your Engagement Letter, and we collect it by a one-off direct debit under the direct debit request or PayTo agreement you set up through our payment provider. Groundwork starts once that payment has cleared.
  6. Any other invoice, such as for one-off work or expenses, is payable within 7 days of its date.

11.6 We may charge interest on an amount more than a month overdue, at a rate of up to 15% a year. If an amount stays unpaid for more than 14 days after its due date, we may do either or both of these, after giving you at least 14 days' written notice that names the amount and any lodgment falling due in that time:

  1. start proceedings to recover the amount, plus any interest and reasonable collection costs; and
  2. stop work for you, and hold the documents clause 7.4 allows us to hold until the fees for the work that produced them, and any interest on those fees, are paid.

We do not stop work over an amount you have disputed in good faith under clause 11.8 while that dispute is being resolved.

11.7 If we treated the Services as not attracting GST and later change that view, or the ATO decides GST is payable, GST at the current rate is added to our fees and expenses. We may recover from you at any time any GST we have to pay on anything we supply you under the Contract.

11.8 If you dispute all or part of an invoice, you and we agree to try to resolve it under clause 13.9. If you dispute part of an invoice, you pay the rest when it falls due.

11.9 If we receive a legally enforceable notice or demand from anyone else about your affairs, such as from the ATO, a regulator, a court or a tribunal, you agree to pay our reasonable professional costs and expenses of complying with it, and of challenging it where you ask us to, as far as we cannot recover them from whoever issued it. We will tell you as soon as practicable when we receive one, and before we incur those costs where the time allowed for complying permits, unless the law stops us. This clause does not apply to a notice or demand about our own conduct, including an inquiry or investigation into us by the Tax Practitioners Board, or to the extent the notice or demand arises from our negligence, fraud or breach of the Contract.

12. Contractors and third parties

12.1 We may use third parties, including our contractors and outside providers, to help provide the Services, at our discretion, but the Services remain our responsibility alone. Where part of the Services is done by a contractor or provider under clause 12.3 or 12.4, information, including personal information, may be sent, stored or processed outside Australia. You consent to this.

12.2 You will not bring a claim about the Services, whether in contract, in tort (including negligence) or otherwise, against any of our contractors or their personnel, because we remain liable to you for their work under clause 12.3. This does not apply to a claim for fraud or dishonesty, or to a right under the Australian Consumer Law or another law that cannot be excluded, and it does not affect any claim you have against a software or other provider under your own contract with it. Our contractors and their personnel may each rely on this clause as if they were a party to the Contract.

12.3 We use contractors, bound by confidentiality, for some of our work, including building and maintaining the systems we use to provide the Services. We are responsible to you for the acts and omissions of our contractors and their personnel in connection with the Services as if they were our own, and clause 9 applies to that responsibility. You consent to our contractors receiving your information for those purposes.

12.4 We, and contractors working for us, use software applications, cloud services and AI tools from outside providers to provide the Services. You authorise us and our contractors to give information about your affairs to those providers, of the kinds and in the locations your Engagement Letter describes, for the purpose of providing the Services.

12.5 Before an Engagement Letter: Until you accept an Engagement Letter, wherever clauses 4.3, 4.4 and 12.4 refer to what your Engagement Letter describes, they refer to what this clause 12.5 describes.

  1. We use contractors, bound by confidentiality, to do some of the work for the Assessment, and to build and maintain the systems we use to do it. You authorise us to give them information about your affairs, and the affairs of each business named in the acceptance request we send you under clause 1.4, for those purposes.
  2. We and our contractors also use outside IT service providers, such as cloud hosting and software services, to provide the Services. Using these providers means that information about you, and about each business named in the acceptance request we send you under clause 1.4, may be sent, stored or processed overseas. Most of these providers store or process information outside Australia. You authorise us and our contractors to give information about your affairs, and the affairs of each business named in the acceptance request we send you under clause 1.4, to those providers for the purpose of providing the Services.
  3. Our use of AI tools is governed by the following clause.

Use of Artificial Intelligence (AI) Technologies & Data Security

Authorisation to Use AI Tools: In providing BAS and bookkeeping services, Boardly Bookkeeping may utilise software applications, automated workflows, and artificial intelligence (AI) tools (including automated bank transaction matching, to enhance efficiency, accuracy, and processing speed).

Client Consent for Data Processing: The Client consents to the Agent entering relevant client data into third-party AI systems and software providers for the purposes of performing the services outlined in this engagement.

Data Storage, Offshore Processing & Model Training:

Third-party software tools utilised by the Agent may host, store, or process data on secure cloud infrastructure located within Australia or overseas.

The Agent takes reasonable steps to ensure that any third-party AI provider utilises enterprise-grade security and that client data is strictly segregated and not used to train external public AI models.

Professional Oversight & Accountability: In accordance with Tax Practitioners Board (TPB) guidelines, the use of AI tools does not alter or lessen the BAS Agent's professional obligations. The BAS Agent maintains human oversight and applies professional judgment to verify and review all AI-assisted outputs, data extraction, and reconciliations prior to finalised lodging or reporting.

13. General

13.1 Our people: We will use reasonable efforts to make sure the people named in your Engagement Letter are available to do the Services.

13.2 Other clients: We provide services to other clients, some of whom may compete with you or have interests that conflict with yours. Subject to clause 13.5, nothing in the Contract stops or restricts us from acting for them.

13.3 Our relationship with you: We are an independent contractor to you. Except where we act for you as your registered BAS agent, as your Engagement Letter sets out, neither of us may tell anyone that we are the other's agent or partner, neither of us has any authority to bind the other in any matter, and neither of us will claim to.

13.4 Waiver: If either of us delays or fails to use a right or power under the Contract, that is not a waiver of it, and using a right or power once or in part does not stop its further use. A waiver of one right or power does not affect any other term of the Contract.

13.5 Conflicts of interest: Before you sign your Engagement Letter, and again whenever the Services change, we check for any actual or perceived conflict of interest and record the answer. Except as disclosed in your Engagement Letter, we know of none that would affect our ability to provide the Services. If one arises, we will tell you and work with you on how it is managed, or decline the work.

13.6 Term and ending the Contract

  1. The Contract starts on the start date in your Engagement Letter. If none is stated, it starts on the date you accept the Engagement Letter or the date the Services start, whichever is earlier.
  2. Subject to any law that applies to the Services, either of us may end the Contract at any time by giving at least 30 days' written notice. You can give notice by email to the address in clause 13.7, and you need take no other step. When it ends, you pay on request all fees and expenses due for Services provided up to the end date. The end date is the day the notice period runs out. Once notice is given, the last monthly fee we invoice in advance on the 1st is pro-rated to the end date. Except where we end the Contract under point 3 or the law requires a refund, we do not refund any part of a monthly fee already collected. If the Contract ends for any reason before Groundwork is complete, we refund the share of your Groundwork fee your Engagement Letter sets against each part of Groundwork we have not yet delivered. This does not limit any right you have under the Australian Consumer Law.
  3. We may end the Contract at once by written notice where continuing to act for you would put us in breach of the Code of Professional Conduct that binds a registered BAS agent, or where the law requires us to withdraw. The end date is then the date of that notice, and you pay on request the fees due for all Services provided up to it.
  4. Ending the Contract does not affect rights either of us has already accrued. Clauses 2.5, 2.10, 3.3, 4, 5, 6, 7, 9, 10, 11, 12.2, 13.8, 13.9 and 13.13 continue to apply after it ends, as does any other term that is meant to survive.

13.7 Notices

A written notice under the Contract may be sent electronically:

  1. to us, at [email protected]; and
  2. to you, to the email address you last gave us.

13.8 Governing law: The Contract is governed by the laws of Queensland and of the Commonwealth. A claim about the Contract may be brought in a court or tribunal of Queensland, or of the State or Territory where you carry on your business, or in a federal court.

13.9 Disputes and complaints: If a dispute arises, before either of us starts legal proceedings we must try in good faith to resolve it through Boardly's complaints process: tell us in writing or any other way, we aim to acknowledge your complaint within 1 business day and respond within 10 business days, and if it will take longer we tell you why and when to expect our answer. Nothing in this clause stops you from complaining about a BAS service to the Tax Practitioners Board at any time, or about the handling of your personal information to the Office of the Australian Information Commissioner.

13.10 Events outside our control: Neither of us is liable to the other for a delay or failure in meeting an obligation under the Contract, other than an obligation to pay, as far as it is caused by something beyond our control, such as fire, flood, an act of God, an act or regulation of a government authority, war, riot, terrorism or industrial action.

13.11 No assignment: Unless the Contract allows it, neither of us may transfer, charge or otherwise deal with our rights or obligations under the Contract without the other's prior written consent. However, we may transfer the Contract to an entity that takes over Boardly's practice and is a registered BAS agent, by giving you at least 30 days' written notice. You may end the Contract under clause 13.6 before the transfer takes effect, and the transfer does not apply during your notice period.

13.12 Severance: If any term of the Contract, or any part of one, is held invalid, that term or part is treated as removed from the Contract, and the rest of the Contract is unaffected.

13.13 Conflicting terms

  1. If your Engagement Letter and these Terms of Business conflict, your Engagement Letter prevails. If these Terms of Business and our Privacy Policy conflict about your rights or obligations under the Contract, these Terms of Business prevail. If your Engagement Letter and our Privacy Policy conflict about your rights or obligations under the Contract, your Engagement Letter prevails.
  2. Nothing in the Contract applies to the extent that any law makes it invalid or prohibits it.

14. Definitions

For the purpose of this Contract:

Agent and BAS Agent, where used in your Engagement Letter or in clause 12.5, mean Boardly.

BAS means a business activity statement as defined in the Income Tax Assessment Act 1997 (Cth).

Boardly, we, us and our mean Rebecca Rowe trading as Boardly Bookkeeping (ABN 11 293 347 336).

Client, where used in your Engagement Letter or in clause 12.5, means you.

Contract means the agreement between you and Boardly made up of these Terms of Business, your Engagement Letter and our Privacy Policy, or, before an Engagement Letter, of these Terms of Business and our Privacy Policy as clause 1.4 sets out, with any changes you and we agree in writing or made under clause 1.3.

Engagement Letter means the engagement letter you have signed or accepted for the Services, with any change to it agreed in writing under clause 2.1.

GST means goods and services tax under the A New Tax System (Goods and Services Tax) Act 1999 (Cth).

Groundwork means the work your Engagement Letter describes as Groundwork. It has two parts: set-up, and onboarding, which delivers the reconciled starting point. A part is delivered when we deliver it to you in writing, which includes by email, or through a shared folder once we tell you it is there. Groundwork is complete when both parts have been delivered.

IAS means an instalment activity statement as defined in the Income Tax Assessment Act 1997 (Cth).

Version 2, dated 14 November 2026.