TERMS OF TRADE
1.1 “Client” means the Client receiving the service or services of Advivo.
1.2 “Due Date” means the date for payment by the Client provided on an Invoice, or as otherwise agreed between the Client and Advivo in respect of Services provided by Advivo.
1.3 “Guarantor” means any person specified as the person who is guaranteeing to Advivo the due and punctual performance of the Client’s obligations to Advivo.
1.4 “Invoice” means an itemised bill identifying Services provided by Advivo to the Client and other incidental charges and headed “Statement” or “Tax Invoice”.
1.5 “Advivo” means Advivo Accountants and Advisors Pty Ltd ACN 605 346 423 trading as Advivo Accountants and Advisors.
1.6 “Services” means any professional service or services provided by Advivo to the Client.
1.7 “Statement” means a written overview of monies owing by the Client to Advivo that is not an Invoice.
DIRECT DEBIT ARRANGEMENTS
2.1 Drawing arrangements
(a) The Client acknowledges that, by completing the Direct Debit Request form, monies due to Advivo will be drawn from the Client’s bank account. Advivo will only initiate a drawing when a payment is due from the Client under these terms and conditions.
(b) If the Due Date falls on a non-business day, Advivo may draw the amount on the first business day before the Due Date, or as agreed in writing by Advivo.
(c) Advivo reserves the right to cancel the drawing arrangements at any time and to arrange with the Client an alternate payment method.
(d) The Client agrees that the Direct Debit Request form, once completed, is a formal irrevocable agreement to pay the full amount and will not seek to dispute or offset same before it is fully paid.
2.2 Client’s Rights
(a) Subject to the Client having arranged a suitable alternate payment method under clause 6., the Client may, by giving written notice to Advivo:
- Terminate the drawing arrangements;
- Stop payment of a drawing; or
iii. Request changes to the amount or frequency of the drawing, provided Advivo receives such notice at least 5 days prior to the Due Date.
(b) The Client must immediately give notice to Advivo if a drawing has been completed incorrectly.
2.3 Client’s responsibilities
(a) It is the Client’s responsibility to ensure that:
- Sufficient funds are available in the bank account to meet a drawing by Advivo on the Due Date;
- Advivo is advised if the bank account is transferred or closed; and
iii. A suitable alternate payment method is arranged if the drawing arrangements are cancelled either by the Client, the financial institution where the Client’s bank account is held, or Advivo.
(b) The Client and any Guarantor must immediately notify Advivo in writing of any change to any particulars provided during the course of receiving Services from Advivo.
3.1 If any monies are owing by Advivo to the Client, Advivo may set off that amount or those amounts against any monies owing to the Client to Advivo.
3.2 The Client and any Guarantor may not set off any monies alleged to be owing by Advivo to the Client, against monies owing by the Client or the Guarantor to Advivo.
DEBT DISPUTE AND RECOVERY OF MONIES
4.1 Unless otherwise agreed, payment for Services must be made by the Client to Advivo at the earliest of:
(a) Fourteen (14) days of the date appearing on the Invoice; or
(b) Fourteen (14) days of the date appearing on the Statement.
4.2 Payment of Services must be made by means of cash, bank cheque or electronic funds transfer (including direct debit) without deduction. The Client agrees to pay a two percent (2%) surcharge for processing any payment made by other means.
4.3 The Client must pay Advivo’s interest to the amount charged on the Invoice for outstanding payment. Interest will accrue from the date of the Invoice until actual payment of the outstanding balance at the rate of two percent (2%) compounding monthly. In the event the Client pays the charges for Services referred to in the Invoice, before the Due Date noted on the invoice, Advivo will at its absolute discretion waive interest chargeable on that Invoice.
4.4 The Client agrees that after making payment of an amount charged on an Invoice or part thereof, that they will not raise a dispute regarding that amount.
4.5 The Client must pay to Advivo:
(a) A dishonour fee of $50.00 for each cheque which is dishonoured, and for each failed direct debit request made by Advivo pursuant to clause 6; and
(b) An account information fee of $15.00 per page for each request printed account information, documentation or notices (including Invoices and Statements) which have previously been provided to the Client.
4.6 In addition to the entitlements reserved in this document, Advivo may vary the manner and/or terms of payment including without limitation, requiring cash payment:
(a) At any time by at least one (1) month’s written notice to the Client; or
(b) Immediately by verbal notice to the Client where the Client has failed to make payment for Services within the terms stipulated herein or if Advivo believes that the reliability or financial responsibility of the Client is, or has become, impaired or unsatisfactory.
5.1 Without limiting any other clause in these terms of trade or the Letter of Engagement, on the occurrence of an event of default, Advivo may issue a written notice of default on the other party detailing the event of default.
5.2 An event of default occurs if:
(a) The Client fails to pay by the Due Date any amount owing to Advivo;
(b) A direct debit request made by Advivo pursuant to clause 3 in respect of the Client’s nominated account fails;
(c) The Client provides a cheque to Advivo which is dishonoured;
(d) A trustee bankruptcy, liquidator, provisional liquidator, voluntary administrator, receiver or controller is appointed in respect to the Client; or
(e) The Client breaches any provision of these terms of trade and/or the letter of engagement.
5.3 On the occurrence of an event of default:
(a) All monies owing by the Client to Advivo becomes immediately due and payable;
(b) The Client will not dispute any monies owing to Advivo, by any means, until all Invoices or Statements have been paid in full to Advivo;
(c) Advivo may withhold delivery of any Services requested by the Client;
(d) Advivo may enforce any Invoice or Statement and make demand on the Guarantee; and
(e) Advivo may invoke a Lien over the Client file and all documents within until all outstanding Invoices are paid by the Client.
5.4 The Client indemnifies Advivo, and must pay, any costs or expenses incurred by Advivo in enforcing its rights under these terms and conditions, including but not limited to debt collection fees and legal costs.
5.5 If the Client successfully disputes an Invoice or Statement demanded by Advivo after payment of all Invoices and Statements have been paid in full, Advivo will refund to the Client only the amount of the relevant Invoices and Statements which was successfully disputed.
5.6 The Client must give written notice (by way of registered post to Level 12, 300 Ann Street, Brisbane QLD 4000) of any dispute or query in relation to an Invoice with Advivo within fourteen (14) days of the Invoice date.
5.7 If the Client does not give the written notice required by clause 5.6 then the Client undertakes to pay the full amount of the relevant Invoice before raising a dispute or set-off.
5.8 In the event the Client wishes to raise a dispute, but has not provided the written notice required by clause 5.6, then the Client agrees to pay the full amount of the relevant invoice and to then seek a refund.
5.9 Without limiting the generality of the following provisions:
(a) The Client must pay a minimum of $500.00 to Advivo if an event of default occurs and Advivo instructs solicitors to send a letter of demand to the Client. The amount of $500.00 is a genuine pre-estimate of the reasonable minimum cost to Advivo of instructing solicitors to send the letter of demand.
(b) The Client must pay a minimum of $1,500.00 to Advivo if an event of default occurs and Advivo commences legal proceedings to recover monies owed by the Client to Advivo. The amount of $1,500.00 is a genuine pre-estimate of the reasonable minimum cost to Advivo of instructing lawyers to commence the proceeding.
SECURITY OF DEBT
6.1 In consideration for Advivo providing Services to the Client and extending credit to the Client, each Guarantor:
(a) Guarantees that the Client will pay Advivo all amounts payable by the Client to Advivo under these terms and conditions from time to time, by the Due Date; and
(b) Indemnifies Advivo against, and the Guarantor must therefore pay Advivo for, loss that Advivo suffers if the Client fails to comply with these terms of trade, and/or the letter of engagement, and/or the terms and conditions of any other agreement between Advivo and the Client.
6.2 The guarantee and indemnity given by the Guarantor is unlimited in amount, and the Guarantor must pay any amount payable to Advivo on the date as specified by Advivo.
6.3 To better secure the payment of all monies which the Client may become liable to pay Advivo under any service agreement, the Client agrees to charge all of their interest in real property, both present and future and where ever situated, with the amount of the Client’s indebtedness owed by the Client to Advivo on account whatsoever from time to time.
6.4 The Client agrees to provide, upon demand by Advivo, signed documents and do all things that Advivo reasonably requires to further secure the amount of indebtedness owed by the Client to Advivo from time to time.
6.5 The Client authorises, and undertakes not to challenge caveats lodged by Advivo, over any real property held by the Client, until such time as all of Advivo’s Invoices and Statements have been paid in full.
7.1 The Client charges to Advivo all of the Client’s right, title and interest in the Client’s property to secure payment to Advivo of all moneys owing by the Client to Advivo at any time.
7.2 Any Guarantor charges to Advivo all of the Guarantor’s right, title and interest in the Client’s property to secure payment of all money owing by the Guarantor to Advivo at any time.
7.3 Upon demand by Advivo, the Client and any Guarantor agree to do all things that Advivo reasonably requires to further secure their respective obligation to Advivo, including delivery of duly executed and registrable mortgage consisting of such covenants as required by Advivo.
7.4 The Client and each Guarantor irrevocably appoints as their duly constituted attorney any Advivo’s officers, employees or nominated solicitors to execute in the name of the Client or the Guarantor respectively, any mortgage, charge, bill of sale or consent to any caveat that Advivo may choose to lodge against the Client’s or the Guarantor’s Property in any Land Titles Office in any State or Territory of Australia, or on the Personal Property Securities Register.
7.5 Any failure by Advivo to register a mortgage or charge over property of the Client or any Guarantor shall not be taken to constitute a waiver or abandonment of Advivo’s rights and interests in the property as a secured creditor.
INFORMATION MEMORANDUM (“IM”)
8.1 Advivo’s procedures rely on a depth of past experience and skills, interaction with a range of specialist service providers and consultants, and use accounting and advisory expertise and standards to collect, classify and summarise the financial, legal and other information, which the Client provides, into a financial report to support business cases and allow the presentation of statements of advice to the board and other correspondence resulting in the delivery of an IM for distribution by the Client (and others) to identified qualifying parties. The document produced will meet the specific Corporation Act 2001 (Cth) exemption requirements referred to in the IM and compliance requirements and be prepared to ensure director’s exposure risk is fully mitigated.
8.2 Advivo’s procedures will include a comprehensive review of information provided but do not include verification or validation procedures such as an audit. Accordingly, no assurance will be expressed nor is any success guaranteed of the capital raising referred to in the IM.
8.3 Advivo will rely on the Client for both the completeness and accuracy of the information supplied to Advivo, and the Client is solely responsible to users of the financial report compiled by Advivo. This includes responsibility for the maintenance of adequate accounting records, an adequate internal control structure and the selection of appropriately skilled and qualified staff and application of the appropriate accounting policies.
8.4 Advivo’s engagement cannot be relied upon to disclose irregularities including fraud, other illegal acts and errors that may exist. However, Advivo will inform the Client of any such matters which may come to Advivo’s attention.
CONFIDENTIALITY AND AUDITING
9.1 Advivo’s engagement and conduct of the Client’s file is in accordance with the standards and ethical requirements of The Institute of Chartered Accountants in Australia. This means that
information acquired by Advivo in the course of the engagement is subject to strict confidentiality requirements. Pursuant to those standards and ethical requirements, information will not be disclosed by Advivo to other parties except as required or allowed for by law or professional standards, or with your express consent.
9.2 Advivo’s files may be subject to review as part of the quality control review program of The Institute of Chartered Accountants in Australia which monitors compliance with professional standards by its members.
9.3 The Client acknowledges that, by confirming acceptance of these terms of trade (pursuant to the Terms and Conditions in the Letter of Engagement), if requested, Advivo’s files relating to this engagement will be made available under the quality control review program of The Institute of Chartered Accountants. Should this occur, Advivo will advise the Client.
9.4 Advivo will keep the Client’s file for seven (7) years after the date listed on the final Invoice. Once the seven (7) year period lapses, Advivo will destroy the Client file.
9.5 If the Client requests that their files be retrieved from archives, or that any of their files be made available, then the Client agrees to pay a fixed price of $220.00 to cover Advivo’s costs.
TERMINATION OF ADVIVO’S ENGAGEMENT
10.1 Advivo may terminate the Letter of Engagement and cease to act for a Client if:
(a) The Client fails to pay any of Advivo’s Invoices within fourteen (14) days after they are sent to the Client;
(b) The Client provides Advivo with instructions that are false, misleading or otherwise unworkable;
(c) The Client asks Advivo to act in a manner that is illegal, illogical, unethical or inconsistent with Advivo’s professional obligations;
(d) The Client fails to accept Advivo’s advice pertaining to the work or act contrary to Advivo’s advice;
(e) Advivo believes that they may have a conflict of interest;
(f) The Client uses abusive or obscene language to any staff member;
(g) Advivo forms the opinion that continuing to act places Advivo’s staff under physical threat;
(h) The Client breaches these terms of trade or letter of engagement in any way; or
(i) Advivo has any other just cause.
10.2 Advivo will aim to give the Client at least fourteen (14) days’ notice of Advivo’s intention to terminate the Letter of Engagement and the grounds upon which Advivo are terminating.
10.3 The Client may terminate the Letter of Engagement at any time by providing notice to Advivo.
10.4 If the Letter of Engagement is terminated by either the Client or Advivo, then the Client agrees:
(a) To pay Advivo’s professional fees and charges for the work done and all expenses and disbursements incurred in connection with the work;
(b) That Advivo are entitled to retain possession of the Client’s files, papers and documents while there is money owing for professional fees, charges or any expenses or disbursements incurred in connection with the work unless and until the Client satisfies same.
11.1 Clause 2, 3, 4, 5, 6, 7, and 12 of these terms of trade will continue to apply after the termination of any agreement or arrangement between Advivo and the Client.
12.1 These terms and conditions are governed by, and interpreted in accordance with, the laws of Queensland, and the parties submit to the non-exclusive jurisdiction of the Courts located in Brisbane, Queensland.