Terms and Conditions

Introduction

Welcome to The Coastal Exec, where our client relationships thrive on transparent communication, open services, and clear pricing. This document details the guidelines for our collaboration, highlighting your rights, obligations, and our commitment to providing quality service. Please take the time to understand these terms, as they govern our engagements. Acceptance can be confirmed through written or oral agreement.

Our services

Services provided

These terms of engagement, along with any proposal, quote, or engagement letter provided to you (either verbally or in writing), define the extent of the services you have specified. Our responsibilities will not exceed this scope unless mutually agreed upon in written form. Please note that we do not provide expert legal or commercial advice.

Your obligations

You are required to provide precise, comprehensive, and timely instructions, along with all essential information to facilitate the effective provision of services. This includes granting access to relevant members of your staff, records, documents, technology, systems, and premises as needed. Promptly inform us if there is any misunderstanding or if we have made incorrect assumptions. The Coastal Exec is authorized to depend on the accuracy of information provided by you or others on your behalf, without conducting independent verification. You maintain responsibility for utilizing or relying on advice or recommendations supplied by us during the delivery of services

Assigned professional

We will designate the suitable Coastal Exec professional(s) to collaborate with you, taking into account the specific nature of the task and its timing. Only individuals actively involved in your project are obligated to provide guidance or share information with you.

Authority

When the services include The Coastal Exec dealing with or assisting in handling your records and/or any information stored with or by a third-party entity (including, but not limited to, Xero, the Australian Tax Office, the Australian Securities and Investments Commission, and any other government agency or authority) on your behalf, you explicitly grant authorization to The Coastal Exec. You also consent to provide The Coastal Exec with all necessary access to facilitate the execution of these services. This may involve electronic file access to your Xero account(s) and electronic AUSkey access to the Australian Tax Office, where applicable.

Other services

We may also offer to provide additional services, including technology, legal, insurance, and banking services, either directly or on behalf of third parties. Each of these services may require a separate agreement, and by expressing your interest, whether verbally or in writing, in any of the services we offer or recommend, you grant us permission to share your details as necessary.

Taxation services

Where the services we provide include Taxation Services, specific additional terms apply:

Electronic approvals

The Coastal Exec uses electronic signatures for your approval for us to lodge BAS returns on your behalf. We use Xero’s Adobe e-sign to securely and electronically record your authorising signature. We will not lodge your return unless we have your electronic signature (ideally) or other written confirmation as authorisation. 

Your disclosure and record keeping obligations

You are required by law to keep full and accurate records relating to your tax affairs.

You are obligated to provide us with all necessary information in a timely manner or upon request, ensuring it enables us to carry out the tasks outlined in this engagement. This involves providing accurate and thorough responses to our inquiries within a reasonable timeframe. Failure to do so, presenting information that is inaccurate, incomplete, or delayed, may significantly impact our services and conclusions, possibly resulting in additional fees. We do not independently verify the accuracy or completeness of the information provided by you.

Additionally, you must promptly inform us of any changes in your circumstances that could affect our services. If any subsequent events render the information previously provided inaccurate, incomplete, or misleading, you are obligated to notify us promptly. It is essential to understand that our advice’s accuracy and completeness are contingent on the information you provide. By accepting these terms, you acknowledge that our service performance relies on your fulfillment of obligations related to disclosure and record-keeping.

The Taxation Administration Act 1953 contains specific provisions that may provide you with “safe harbours” from administrative penalties for incorrect or late lodgement of returns if, amongst other things, you give us “all relevant taxation information” in a timely manner. The safe harbour provisions apply from 1 March 2010. Accordingly, it is to your advantage that all relevant information is disclosed to us as any failure by you to provide this information may affect your ability to rely on the safe harbour provisions and will be taken into account in determining the extent to which we have discharged our obligations to you.

You must also inform us if you discover any conflicts of interest or potential conflicts of interest. In essence, a conflict of interest encompasses any situation that may compromise our ability to maintain objectivity while providing services to you. Instances that could lead to a conflict of interest or its potential occurrence during this engagement include alterations to your business situation, events impacting your family such as death or marriage breakdown, or the initiation of legal action against you.

Your rights and obligations under the taxation laws

You possess specific entitlements outlined in taxation laws, granting you the option to request a private ruling from the Australian Taxation Office or challenge a decision made by the Commissioner. Throughout our engagement as specified in these terms, we will furnish additional details regarding your rights under Australian taxation laws. Additionally, it’s important to note your responsibilities, including maintaining accurate records and submitting returns promptly in accordance with the Australian taxation laws.

Our obligation to comply with the law

We are committed to acting in your best interests, with the understanding that this duty is primary but is also constrained by a higher obligation to comply with the law. This means that we may need to take actions that, while aligning with legal requirements, may not necessarily align with your immediate interests. An example of this would be refraining from submitting an income tax return on your behalf if we are aware it contains false information.

Additionally, we have a responsibility to effectively manage conflicts of interest as they arise. We have established procedures to handle potential or actual conflicts and their smooth operation relies, in part, on your disclosure of any potential conflicts of interest.

It’s important to note that our opinions and services are based on the current Australian tax law and the practices of the Australian Taxation Office. Any advice we provide is grounded in the taxation laws in force at the time of the advice. If you plan to rely on our advice in the future, it is your responsibility to seek updated guidance, as Australian taxation laws undergo frequent changes. We will only update our advice upon your specific request during a change in law or the announcement of such changes.

Ownership of documents

Any original documents provided by you during the course of this engagement will continue to be your possession. Nevertheless, we retain the right to create a reasonable number of duplicates for our records. The outcome of our engagement will include the generation of both electronic and physical copies of income tax returns, and the ownership of these documents will be transferred to you. All additional documents produced by us in connection with this engagement will remain under our ownership.

Financial Modelling Services

Where the services we provide include financial modelling services, this clause 3 applies:

The Coastal Exec Financial Models

As part of our ongoing Chief Financial Officer (CFO) services, we may utilize our internal systems, software, and procedures to develop financial models. These models can be made available for your review and application in your business.

All intellectual property and ownership rights, including copyrights, in the Coastal Exec (TCE) Models, remain exclusively with us at all times. It is clarified that these Terms and Conditions do not transfer any ownership rights in the TCE Models to you.

Your access and usage of the TCE Models are governed by a non-exclusive, non-transferrable license granted by us to you (License). The License automatically terminates when our engagement for CFO services concludes. After termination, you are prohibited from using, accessing, or sharing the TCE Models with any third party. We may request you to return, destroy, or delete any copies of the TCE Models in your possession. Compliance with such a request is mandatory and should occur within a period of no less than 7 days.

Limitation of Liability and Indemnity

The TCE Models, also known as Financial Models, are supplied to you in their current state without any warranties. The dependability of these Financial Models is contingent upon the accuracy of the information, including assumptions, data, and any other details provided to us by you.

As the client, you are provided with the Financial Models, and their usage is restricted solely to you and exclusively for the designated purpose outlined in accordance with the engagement proposal.

The Financial Models may generate forecasts related to your business finances, including but not limited to profit and loss projections. These projections may be influenced by external factors such as market activity, which may be challenging to anticipate during the preparation of the Financial Model. We do not provide any assurance or guarantee regarding the accuracy, reliability, or suitability of the Financial Models, including any projections or information contained therein, for your business needs. The information presented in the Financial Models is intended as guidance only. Any utilization of the Financial Models, including their application to your business or financial plans, is undertaken at your own risk.

To the maximum extent permitted by law, we accept no liability, and you release us from any such liability, relating to your application of or reliance on the Financial Models.

You defend, indemnify and hold harmless us, our members, managers, subsidiaries, affiliates and any related companies, contractors, licensors and partners, and the officers, directors, employees, agents and representatives of each of them from any claim or demand, including costs, liabilities and legal fees, made by any third party due to or arising out of:

Your treatment, application or reliance on the Financial Models; or

The treatment, application or reliance on the Financial Models by any third party.

Our maximum aggregate liability to you for any claims, damages, injuries or causes whatsoever, and regardless of the form of action (whether such liability arises due to negligence, breach of contract, misrepresentation or for any other reason), will at all times be limited to the amount paid by you to us in in relation to the Financial Models. Any action must be brought within 6 months of the date that we are no longer engaged by you.

Fees, payment terms and expenses

Our fees

The costs associated with our services will be outlined in the engagement letter provided to you. These charges may include upfront fees, recurring monthly fees, and fees upon completion. Although our standard practice involves fixed fees, there may be instances where hourly rates are applied, reflecting the time expended by our professional staff at applicable rates. Additionally, any third-party expenses incurred during the engagement will be passed on to you. It is important to emphasize our commitment to obtaining your explicit authorization before invoicing any fees.

Payment terms

Upfront fees will be billed in advance of work commencing and are payable on invoice in order for work to commence.

The monthly fees, as outlined in our engagement letter, will apply throughout the initial engagement period until the conclusion of the financial year. Subsequently, your service will automatically extend until the end of the following financial year, unless otherwise mutually agreed upon. We will confirm the relevant recurring fees at least one month before the conclusion of the engagement period, considering our annual fee review. Invoices will be issued on the 1st day of each month in advance.

Monthly bookkeeping fees include a transaction allowance and are based on a Fair Use Policy. (see below) 

Accounts Payable and Accounts Receivable services are charged on an agreed estimate of the level of effort involved for the estimated volume of supplier interaction, also based on Fair Use. (see below)

Payroll services are charged on a per employee per month basis. We monitor the number of employees we’re processing and if the number of employees has grown to exceed that included in the service you’ve signed up for, we will be in touch to amend your payroll service fee. We reserve the right to retrospectively charge for any increases in prior months.

Fees due on completion for advisory and consulting services typically have a 50% upfront deposit, with the balance automatically billed on completion of the agreed scope of services.

Hourly rate based fees will be calculated on an hourly rate, as agreed upon for the work we undertake at such a rate, will be invoiced to you periodically. The billing schedule will be reasonably determined by us, either upon completion of specified services or at intervals during the project. The proposed rates are detailed in your proposal, and any application of adhoc rates will be communicated to you in advance of payment processing.

Prior period work. Any necessary processing for transactions preceding the commencement date of monthly services will be approximated and deliberated with you, invoiced at an ad hoc rate. The charges for this upfront work will be billed upon its completion, or on a monthly basis if the task extends over a prolonged period.

Expenses will be billed when incurred.

Fair Use Policy

Our monthly recurring services, including bookkeeping, payroll, accounts payable/receivable, Xero, and CFO plans, are determined based on the anticipated effort linked to the agreed-upon number of transactions, employees, or hours in your initial engagement. We retain the right to adjust the billing amount according to the actual number of transactions, employees, or hours incurred.

As part of our client quarterly review (CQR) process, we assess the actual performance of your service compared to the initially agreed-upon terms every quarter. Comprehensive details about this process and our review methodology can be found in the Fair Pricing Guide.

Any alterations to your billing will be communicated to you in advance. Typically, these changes take effect from that point onward, meaning you won’t be charged for additional transactions or services in the preceding months. However, it’s important to note that in exceptional cases, we reserve the right to apply retroactive charges for excessive usage.

Payment

Every invoice represents an independent and conclusive statement of charges for the mentioned services. It is essential to settle each invoice by the specified date. Failure to pay any invoice by the due date may result in the suspension or termination of our engagement, including the discontinuation of Xero services.

Interest

Interest may be applied to any outstanding invoice for services rendered if payment is not made within 30 days from the invoice delivery date. The interest rate will be the ‘Cash Rate Target’ percentage (or the maximum percentage) set by the Reserve Bank of Australia on the invoice issuance date, plus an additional 2%.

No withholding

All remittances to us should be in Australian dollars, unless otherwise specified, and should be made without any deduction or withholding for tax. In the event that legal requirements necessitate withholding or deduction, you are obligated to make an extra payment simultaneously to ensure we receive the full amount, as if no withholding or deductions were mandated. Please provide us with an original receipt for the withheld or deducted tax, promptly remitting it to the relevant authority. You are responsible for any business tax associated with our fees and expenses.

GST on fees

Typically, our service quotes include GST. If the service is GST-applicable, an extra 10% for GST will be added to the charges. In the case of GST-free services, no additional GST will be applied initially. However, if it is later determined that GST is applicable, you are obligated to pay the outstanding GST along with any associated penalties.

Regarding GST on expenses, some expenses or non-professional services may attract GST while others may not. If you are GST-registered, expenses subject to GST will be considered as our incurred expenses, and you will be charged the net amount along with GST. Expenses without GST will be treated as if we incurred them as your agent, and you will be billed without GST. For those not registered for GST, all expenses (regardless of GST applicability) will be treated as if we incurred them as your agent, and we will pass on the expenses, including any GST.

Information disclosure

We commit to maintaining the confidentiality of any private information you share with us. Your information may be disclosed: (a) to our staff, our affiliated entities, and their employees; (b) confidentially to third parties providing services on your behalf (such as experts or data storage services), or to our advisors, insurers, or other third parties to enhance our services and/or gather feedback; (c) in our marketing or tender documents, unless you instruct us otherwise; (d) when mandated or allowed by law; or (e) as explicitly authorized by you.

Intellectual property

We maintain copyright and possess all intellectual property rights in documents generated during the provision of services to you. This encompasses process documentation, financial models, and other means of conveying information. You are permitted to utilize these documents solely in connection with the services we provide, unless otherwise agreed upon in written form. You guarantee that our utilization of any documents or intellectual property supplied by you will not violate the intellectual property rights of any other party.

You commit to abstain from disseminating any of our documentation to individuals not associated with the services we provide to you, whether for commercial or non-commercial purposes, without our written consent. You acknowledge that sharing our documentation may constitute a breach of our intellectual property rights, potentially leading to financial losses for us.

Privacy and direct marketing

Personal information. We may gather personal information pertaining to you, your representatives, and employees while representing your interests. This collected personal information will be exclusively divulged and employed to deliver the agreed-upon services, enhance our service quality and gather feedback, or as per your explicit instructions.

Your consent. By providing your contact details, you agree to allow us to utilize them for the purpose of sustaining a continuous professional association with you and any affiliated entities. This includes sending updates, invitations, and other communications that we believe may be of interest to you. You retain the right, as per the Privacy Act 1988 (Cth), to request access to the personal information we have on record. Additionally, if you wish to opt out of receiving direct marketing materials, you can do so by contacting us via email at admin@thecoastalexec.com.au.

Records and documents

Storage. Your information or files may be electronically stored in our standard IT systems, encompassing IT systems, cloud servers, or other servers offered by third parties. By using our services, you give consent to this storage and acknowledge that no extra measures beyond our regular security protocols are required. Upon request, we will provide you with an electronic copy of your records, but retaining a copy at your expense is an option. If you prefer hard copies of documents, we can create a copy for you at your cost before delivering them.

Electronic mail. By requesting electronic transmission of any document, you acknowledge and release us from any claims arising due to unauthorized copying, recording, reading, or interference with the document after transmission. This includes claims related to delays, non-delivery, and any damage caused to your system or files during transmission, including potential exposure to computer viruses.

Authority. You authorise us to destroy all your documents (whether in paper or electronic form) seven years after our engagement ends.

Conflicts of interest

We strive to recognize any existing or potential conflicts before starting any commitment. Should we discover such conflicts, we will promptly inform you and engage in a discussion on the matter, while upholding confidentiality obligations to other clients. If our professional responsibilities necessitate discontinuing our services for you, we are obliged to take that course of action

In order to minimize the risk of conflicts, kindly provide the names of connected or associated entities for inclusion in internal conflict checks. It is understood that limiting the scope of these checks may impede our ability to conduct thorough assessments

Staff

You acknowledge that while receiving services and for six months afterward, you will refrain from seeking or extending any employment offers to any partner or employee of The Coastal Exec engaged in providing the services, unless our prior consent is obtained.

Termination

By notice. You can end our collaboration by providing a written notice of one month, or two months in the case of our CFO service. We retain the right to terminate our engagement by giving you written notice if: (a) we find that withdrawing from providing services is necessary due to an actual or potential conflict of interest; (b) you fail to settle an invoice within 14 days from its date or neglect to make an advance payment for future costs; (c) there is any justifiable cause, including a breakdown in the relationship between The Coastal Exec and you. Additionally, we may conclude our engagement by giving you reasonable written notice of our intention to terminate.

Material breach. Any party has the right to end this Agreement under the following circumstances: (a) the other party consistently violates its obligations, and if the violation is fixable, it remains unaddressed for 14 days after receiving notice of the breach; (b) the other party becomes insolvent; or (c) our services are suspended, or we have the right to suspend our services, and the suspension lasts for more than 14 days.

Costs on termination. Upon termination of this agreement, you are obligated to promptly settle all fees and expenses accrued until the termination date. In the case of a fixed fee service, you must immediately remit all charges, expenses, and a proportion of the fixed fee that we reasonably estimate has been incurred or cannot reasonably be avoided by the termination date. We retain the right to withhold your funds, documents, and/or proprietary information until all outstanding amounts have been settled, even after the conclusion of our engagement, in accordance with relevant professional conduct regulations. This entitlement persists in the event of your bankruptcy or liquidation, subject to applicable legislation.

Other matters

Amendment. We reserve the right to modify these engagement terms with prior notice to you. To ensure our continued representation on your behalf, you may be required to acknowledge and accept any revised terms and conditions. This acceptance can be conveyed through written notice or by continuing to provide us with instructions following the notification date.

Technology issues. Transmitting information electronically involves risk and any such transmission cannot be guaranteed to be secure and/or error-free. To the extent permitted under law, we will not be liable for and you release us with respect to any loss or damage you suffer in connection technical issues caused by a third party, or for reasons that are beyond our reasonable control.

Costs orders. Where a court orders a person to pay any of your legal costs you acknowledge such order may not necessarily cover all costs or expenses payable by you under this agreement. Regardless of any such order you remain liable to pay our costs under this agreement. If a court orders you to pay another person’s costs, you must pay them as well as our costs under this agreement.

Force majeure. We are not liable to you if unable to perform any services requested by you due to fire, storm, flood, earthquake, act of terrorism or war, industrial action, failure of any IT system, government directive or any other condition beyond our reasonable control (unless the law makes us liable).

Binding agreement. If you engage us on behalf of a third party or together with another party, this agreement binds both you and the other party separately and together.

Jurisdiction. The law of Queensland applies to this agreement.

Complaints and dispute resolution

Complaints. If you have any queries or complaints about the conduct of our service or costs, please discuss these directly with us and we will attempt to resolve your concerns. If you are still not satisfied, please contact the partner in charge of the The Coastal Exec office with which you are dealing.

Resolution. If the problem cannot be resolved, the parties agree to enter into mediation, or some other form of alternative dispute resolution, before commencing legal proceedings.

Suspension. In the event of a dispute, or where fees remain unpaid beyond the due date, we reserve the right to suspend provision of our services until such time as the dispute is resolved or the fees are paid. Suspension of our services will not affect your obligation to pay us for services rendered to the date of suspension.