Master Service Agreement (MSA)

Notice to Clients

Please note that the following clauses in particular contain information significant to your rights and obligations under these terms of use:

Clause 43 - Please see details of the WealthRecords Security Policy at https://wealthrecords.com.au/security-policy/.

Clause 44 – To maintain the quality of our Services, you acknowledge that we undertake audio and video call recording and you must obtain all consents from your personnel and agents necessary for us to record audio and video calls with your personnel and agents in accordance with applicable laws. To the extent required by applicable law, we will honour requests not to record particular calls from time to time, or give individuals the option not to participate in group or video calls that are being recorded.

Clause 47 – If you provide us with access to your servers, systems, networks or subscriptions (including access to third party services on your behalf) (“ IT Environment ”), you acknowledge that we are merely permitted users on your behalf and we do not express a view on, control, or influence the security of your IT Environment, and you remain fully responsible for establishing and maintaining the security of your IT Environment.

Clause 48 – We may rely on third party software or services to provide our Services. While we use reasonable care in choosing what we believe to be reputable options, we do not control and are not responsible for the quality or availability of those software or services, and to the extent we are prevented from or delayed in performing the Services due to problems with such third-party software or services, we are excused from providing the Services until the problem is resolved.

Clause 49-51 –Where we require passwords relating to your servers, software, banking or other systems in order to provide the Services, you must share such passwords with us only through our authorised channels which exist for this purpose (as notified by us) (“Authorised Channels”) and not to any other person. You must ensure your staff are notified of this requirement.

Clause 69 - By using our Services, including use of the Portal, you agree to the collection, transfer, storage and use of your personal information by the Portal and WealthRecords on servers as described in our Privacy Policy. Any Personal Information that you disclose to us may be disclosed to our secure delivery centres, subcontractors or third-party service providers, and/or stored, on infrastructure outside Australia. Please refer to WealthRecords’ Privacy Policy at https://www.wealthrecords.com.au/privacy-policy/. You also agree to receive marketing communications from us unless you tell us otherwise.

Agreement

This Master Services Agreement (“Agreement”) consists of all pages preceding and including this page, and the Standard Terms and Conditions set out below. No Services are supplied under the Agreement itself. If the Client wishes to acquire Services from the Supplier on behalf of their clients then they will do this via application form. The issue and acceptance of the terms within the application form including the Administration Service Guide (ASG) will create a separate Supply Contract as specified in clause 25 of the Standard Terms.

If applicable, on signing this Agreement, you agree that its terms apply to all existing Statements of Work between the parties and that each Supply Contract on foot as at the date of this Agreement is amended accordingly with effect from the date of this Agreement, even if those Statements of Work or Supply Contracts were initially formed incorporating a different form of Standard Terms and Conditions.

Terms and Conditions

These Terms and Conditions (" Terms ") govern your engagement with WealthRecords and use of our online portal (" Portal ") and form a binding contractual agreement between you, the Client using our Services, and us, WealthRecords ACN 153 889 215 (“ WealthRecords ”).

For that reason, these Terms are important and you should ensure that you read them carefully and contact us with any questions before you use our Services including the Portal. By retaining us in accordance with these Terms you acknowledge and agree that you have had sufficient chance to read and understand the Terms and you agree to be bound by them. WealthRecords provides the Services to Clients through our associates overseas and maintains the Portal as a way to provide the Services more efficiently and effectively.

Definitions

In these Terms:

“ APP Entity ” has the meaning set out in the Privacy Act.

“ Client ” means the Retail Client or Wholesale Client of WealthRecords who executed this Agreement, and includes employees and Representatives of the Client.

“ Deliverable ” means Material provided by us to you in the performance of the Services.

“ Intellectual Property Rights ” means all industrial and intellectual property rights, both in Australia and throughout the world, and includes any copyright, patent, registered or unregistered trade mark, registered or unregistered design, registered or unregistered plant breeder’s right, trade secret, knowhow, right in relation to semiconductors and circuit layouts, trade or business or company name, indication or source or appellation of origin or other proprietary right, or right of registration of those rights.

“ Material ” means goods, software, source code, object code, designs, test cases, documents, equipment, reports, technical information, customer lists, studies, plans, charts, drawings, calculations, tables, trademarks, logos, schedules and data stored by any means.

“ Personal Information ” has the meaning given in the Privacy Act.

" Portal " means all of the online resources provided in association with the provision of the Services via our website, including the ability to upload/download Client data and documents and view records, regardless of how those websites are accessed by users (including via the Internet, mobile phone or any other device).

“ Pre-Existing Material ” means:

(a) Material created and owned by a party prior to or independently of this Agreement;

(b) all improvements, modifications, or enhancements to the above Material developed in the course of providing the Services; and

(c) in respect of our Pre-Existing Material only, any processes, systems or ways of working we use to provide you with the Services (even if unique to the Services we provide to you).

“ Privacy Act ” means the Privacy Act 1988 (Cth) and any ancillary rules, guidelines, orders, directions, directives, codes of conduct or other instruments made or issued under it, as amended from time to time.

“ Privacy Laws ” means:

(a) the Privacy Act;

(b) the Australian Privacy Principles (or APPs) contained in Schedule 1 of the Privacy Act; and (c) all other applicable laws, regulations, registered privacy codes, privacy policies and contractual terms in respect of the processing of Personal Information.

“ Related Body Corporate ” has the meaning given in the Corporations Act 2001 (Cth) " Representative ” means directors, officers, managers, partners, members, employees, legal, financial and professional advisors and bankers.

“ Retail Client ” means a client using our Services on their own behalf.

“ Services ” means all the services offered by WealthRecords, as set out in the Administration Services Guide, SOW or other documents from time to time under this Agreement.

“ Supply Contract ” has the meaning set out in clause 25 of this Agreement.

" Terms " means these terms and conditions, together with the WealthRecords Privacy Policy and any additional terms, conditions, notices and disclaimers displayed elsewhere on the Portal, or within any marketing or informational communications sent to You.

" Us ", " we " or " our " means WealthRecords and/or its related bodies corporate.

“ Wholesale Client ” means a client obtaining our services on behalf of their own client(s). The obligations owed to clients of a Wholesale Client are owed solely by the Wholesale Client.

“ You ” means the Client. “ Your ” has a corresponding meaning.

Our Obligations

We endeavour to provide Services with the utmost care and quality based on the information you provide, including where applicable on behalf of your own clients. We will correspond with you for queries and follow up work that is required to complete the job.
We ensure that our staff are properly and reasonably trained and equipped to perform the services offered to your firm and within this service agreement.
We undertake that we shall not reveal to any third party, any of your confidential information without your prior written consent. However, the aforementioned shall not apply to:
1. disclosure of confidential information that is or becomes generally available to the public other than as a result of disclosure by or at our direction or any of our Representatives in violation of these Terms;
2. disclosure by us to our Representatives and affiliates (and their partners, officers and directors) in accordance with these terms provided such Representatives and affiliates are bound by similar confidentiality obligations; and
3. obligations of disclosure to the extent required under law or generally accepted accounting standards applicable to you or us, or any judicial or regulatory process.
We will perform regular and frequent backups of our work and data in onsite and/or off site locations.
We will maintain a current policy of professional indemnity insurance.
We are not required to update any advice or reports for any changes in law or other events after that advice or report is finalized unless the Client expressly requests further Services. Further Services will be subject to additional Fees.

Your Obligations

Your obligations to us are as follows:

All the details and information provided to us must be true, correct and accurate at all times and we are not responsible for verifying such information or for any fault in the provision of Services as captured in these Terms due to any inaccurate or misleading information provided by you. You will provide us with accurate information, timely responses and, where applicable and necessary, access to your software.
To maintain all records to support any claim in relation to tax or other services that is made by you or your clients.
You will adhere to the processes we specify in regards to providing the Services, document submission and query resolution.
You will not hold us responsible for any changes made by you or any other third party to work we have performed.
You will adhere to our payment methods set out in these Terms.
If you are a Wholesale Client, it is your responsibility to review our work on behalf of your own clients and provide us with any questions in relation to the work performed.
You acknowledge and agree that the quality of our Services is dependent on the quality and accuracy of information and data provided to us by you, and to us by third parties in relation to you and that we are entitled to rely on the accuracy and completeness of that information and data.
1. You must notify us if any of the information or data provided to us has changed, or you become aware that such information or data is not accurate or complete. The Services cannot be completed without all required information and the resolution of all queries we may raise from time to time.
2. Subject to clauses 13.4 and 13.5, if we propose or are required to make a payment on your (or your client’s) behalf, we will provide confirmation to you, and if you accept, approve or otherwise agree to the making of that payment, you confirm that you have reviewed and verified the accuracy of the information relating to that payment, including the payee bank details, amount and description of goods or services to which the payment relates and we are entitled to rely on that acceptance, approval or agreement.
3. Unless and until you accept, approve or otherwise agree to the making of a payment in accordance with clause 13.2, we will not make that payment as proposed or required.
4. The requirements in clauses 13.2 and 13.3 do not apply to information already stored on banking portals and within your software as at the date of this Agreement, that relates to past, recurring or scheduled payments made on your (or your client’s) behalf (Existing Payment Information), in which case you consent to us using this Existing Payment Information to make future customer, employee, supplier, contractor and other payments under this Agreement. You acknowledge that our knowledge of any Existing Payment Information is limited to the information provided by you, and that any future payments made by us are made in reliance on the Existing Payment Information being accurate and up to date.
5. Notwithstanding clause 13.3, if you have in the past already confirmed your acceptance, approval or agreement to us making a payment on your (or your client’s) behalf under clause 13.2 or 13.4, then for subsequent payments to the same payee, you acknowledge and agree that your prior consent is still valid and we do not need to obtain an additional consent to such subsequent payments, unless any of the relevant payee’s: (a) name; (b) ABN; (c) ACN; (d) bank account details; or (e) other details regarding a method of payment (for example, BPAY details), is different, as between the invoice provided to us by you or your client (or by the relevant payee directly) and our record of that payee’s name, ABN, ACN, bank account details or other details regarding a method of payment, in which case clause 13.2 applies again.
6. We will not be liable for any loss or damage incurred by you or your client as a result of:
  (a) the inaccuracy of any information relating to a payment, the accuracy of which is confirmed by you under clause 13.2;
  
  (b) your failure to accept, approve or otherwise agree to the making of a payment by us pursuant to clauses 13.2 and 13.3; or
  
  (c) a payment made by us in accordance with clause 13.4 or 13.5 or 13.7. 13.7
  As per our company policy, Clients MUST NOT give any rights to us including contractors, workers, our representative for authorising the payments. We will not be held liable for loss or damage incurred to client or to any third party involved in case you have given the rights to authorise the payments. Our rights should ONLY be limited to setting up the payments, final review & authorisation should remain with clients only.
You acknowledge that the timeliness of delivery of final reports, interim reports and other such completed work is dependent on the timeliness of information, documents and answers to queries received from you.
You acknowledge and agree that advice and reports provided by us are provided solely for the Client and must not be relied on by any other entities or persons.
You acknowledge and agree that you are responsible for any commercial decision made after receipt of the Services.
During the term of this agreement and for a period of twelve months (or if less, the greatest period permitted by law) after expiry or termination of this agreement:
1. You agree not to solicit any employee, accountant, independent contractor or any person associated with us and who was involved in the provision of the Services under this agreement; and
2. You further agree not to induce or entice any employee, accountant, independent contractor or any person associated with us and who was involved in the provision of the Services under this agreement to terminate or breach their employment, contractual or other relationships with us, without our prior written consent. This clause does not prevent you from employing or engaging a person that responds to a genuine public advertisement placed by you.

Performance of the Services and Scope

Our provision of the Services under this agreement is subject to the payment of the associated Fees.
The range of Services to be provided are set out in the relevant ASG or Statement of Work.
The Services may be performed by our associates overseas.
Specific Services outlined in the ASG or under a SOW will be performed as requested by the Client via use of our online Portal.
You acknowledge and agree that we are not financial planners and do not have an Australian Financial Services Licence. We will not provide investment advice in any form.

Supply Contracts

This Agreement is a master agreement under which the Client may from time to time during the Term elect to acquire Services from WealthRecords.
Where the Client wishes to acquire Services from WealthRecords under this Agreement, it will be requested via use of our online Portal.
Where a Statement of Work or Administration Services Guide is issued and is accepted by all parties, a separate Supply Contract is formed between the parties comprising the terms of this Agreement and the Administration Services Guide or Statement of Work. To the extent of any inconsistency, the terms of this Agreement prevail unless expressly set out otherwise in the relevant Administration Services Guide or Statement of Work.

Fees

Our fixed service rates are outlined in the Administration Services Guide. These fees are inclusive of GST.
For work that is requested and not included in the fixed price services, a fixed price will be provided upon request or provision of source documentation and information required to complete the job.
If we have provided you a cost estimate and you subsequently provide us with unclear or incomplete information or do not respond to our queries or requests for clarification, thus increasing our processing workload, we may increase our fees or estimates. We will discuss this with you prior to fee implementation.
If our processing workload is greater than normal due to circumstances outside our control, we will notify you and our fees or estimates may increase.
You are liable to pay for any disbursements, charges and expenses that we incur on your behalf and/or your client’s behalf.
You are liable to ensure our fees are paid by the due date as specified in, and in accordance with the terms of the invoice and the Administration Services Guide.
WealthRecords reserves the right to review and change fees for WealthRecords’ Services at any time. If WealthRecords changes the fees of the Services, the new charges will be notified to you before the next due date.

Payments

Debit Request (DDR)

Where we have made direct debit arrangements with you or a client, payments will be made by direct debit from the nominated account, in the manner set out in the Administration Service Guide.

Bank Transfer

We will accept payment to be made via bank transfer, in the manner set out in the Administration Services Guide or SOW.
If a direct debit payment, bank transfer or cheque is dishonoured you will be required to bear any dishonour fees. If in 7 days from the dishonoured date, payment is not received we reserve the right to cease work until all invoices are paid. We will require prepayment of all fees before commencement of any further work.

General

If payment is not made by the due date specified in the invoice:
1. We reserve the right to apply interest at the General Interest Charge applied by the Australian Taxation Office to all tax invoices that are more than 14 days overdue; 36.2 We reserve the right to assign any debts payable to us to a third party without consultation with you; and
2. You agree to indemnify us from and against all costs and disbursements incurred by us in recovering the debt (including but not limited to internal administration fees, legal costs on a solicitor and client basis, our collection agency costs, and bank dishonour fees;) 36.4 We may report the default on payment to a credit reporting agency.
Please note that no further work will be undertaken if your account becomes overdue. If you fail to pay our account according to our Terms then we reserve the right to charge you in advance based on estimates of work required.
We will expect payment by the due date of all invoices.

Timing for work

We are committed to providing you a timely service and in most instances will be able to complete the work within the time frames set out in the Administration Service Guide or statement of work, subject to all required documentation/files having been provided to us in a timely fashion and in accordance with our requests.
If a large volume of jobs is submitted, we will advise you of the timeframe for completing the work once we have received all the required information and documents.
The time taken to perform the work is subject to change depending on factors including access to information, the quality and accuracy of information provided by you or response time to queries. We will advise you in advance if we believe there would be a delay in the provision of the Services.
We will ensure that all required documents are ready to be lodged by the ATO due dates provided that all documentation required for the jobs is submitted to us on time and within our specifications provided to you. We will not be responsible for any penalties, interest or fees for late lodgement if the job or source documents are provided to us at late notice.

Server/Software Access

Please see details of the WealthRecords Security Policy at https://www.wealthrecords.com.au/security-policy/.
1. Our facilities and practices adhere to industry practice, and applicable health and safety standards. Some of our group companies are certified ISO 27001 compliant.
2. Our secure delivery centres are equipped with leading technology, infrastructure and dedicated technical staff . We endeavour to provide a working environment that is reliable and secure.
3. Each party must comply with Privacy Laws (including to the extent you are not deemed to be an APP Entity under the Privacy Act, as if you are an APP Entity subject to the Privacy Act), and all legislation applicable to that party’s privacy and personal information. For details on this compliance please refer to WealthRecords Privacy Policy at https://www.wealthrecords.com.au/privacy-policy/.
4. Each party must process all Personal Information in connection with this agreement in accordance with the Privacy Laws (regardless of whether or not it is otherwise obliged to comply with the Privacy Laws) and only for the purposes of performing its obligations under this agreement.
5. If the Client collects Personal Information, we may from time to time have access to that Personal Information in the regular course of providing the Services or any software to the Client. If the Client provides or makes available to us (including via entering into or uploading to the software) any Personal Information in connection with this agreement (“Client Personal Information”), the Client must make all disclosures and obtain all consents necessary to allow us to collect, store, use, and otherwise deal with the Client Personal Information as contemplated by this Agreement, lawfully in accordance with the Privacy Laws. We disclose personal information to staff in our offices and service providers in India and other countries as set out in our Privacy Policy.
6. We will only collect, store, use, and otherwise deal with the Client Personal Information strictly as necessary to perform our obligations under this Agreement or as otherwise permitted by law.
7. The Client must give all assistance required by us from time to time in relation to our compliance with the Privacy Act, or any investigation, request or enquiry (formal or otherwise) from the Privacy Commissioner regarding the Client Personal Information.
8. Clauses 43.9 to 43.11 apply if:
  (a) there is any unauthorised access to, or unauthorised disclosure of, any Client Personal Information held by us; or
  
  (b) any Client Personal Information held by us is lost in circumstances where unauthorised access to, or unauthorised disclosure of, Client Personal Information is likely to occur, (a “ Data Breach ”).
9. If we become aware of any actual or suspected Data Breach, we will, as soon as reasonably practicable (and in any event within 48 hours) notify the Client in writing of the Data Breach.
10. The Client must immediately notify us if it suspects or becomes aware of a Data Breach which concerns or may concern the software used by us or licensed by us to you in connection with the Services.
11. In respect of any Data Breach concerning any Client Personal Information, and without limiting each party's obligations under the Privacy Laws, the parties agree that the Client will have sole responsibility for:
  (a) determining whether a Data Breach amounts to an “Eligible Data Breach” (as defined in the Privacy Act);
  
  (b) carrying out any assessment of a suspected Eligible Data Breach required by the Privacy Act, and we will cooperate with the Client’s reasonable requests in relation to any such assessment;
  
  (c) preparing any statement of notification required by the Privacy Act, and we will cooperate with the Client’s reasonable requests in relation to any such statement; and
  
  (d) carrying out any notification required by the Privacy Act, and we will cooperate with the Client’s reasonable requests in relation to any such notification.

Call Recording

To maintain the quality of our Services, you acknowledge that we undertake audio and video call recording and you must obtain all consents from your personnel and agents necessary for us to record audio and video calls with your personnel and agents in accordance with applicable laws. To the extent required by applicable law, we will honour requests not to record particular calls from time to time, or give individuals the option not to participate in group or video calls that are being recorded.

Software licensed by befree

Where WealthRecords uses its own software licence to provide the Services to you:
1. You are granted a non-exclusive, non-transferable and non-sublicensable licence for the term of this agreement to use the software.
2. You must ensure the security and confidentiality of your login details, including any username and/or password assigned to you. You are wholly responsible for all activities which occur under your details (including unauthorised use or access to software). You must notify us immediately if you become aware of any unauthorised use of your login details.
3. You must not permit your login details to be used by or transferred to any other person.
4. You must not impersonate or create a login for our Portal or any software licensed to us for any person other than yourself.
5. We may at any time request a form of identification to verify your identity.
If you think that your login details have been compromised or the Portal has been accessed or used by another person in breach of these Terms, please contact us immediately.

Third party software and our use of your environment

If you provide us with access to your servers, systems, networks or subscriptions (including access to third party services on your behalf) (“ IT Environment ”), you acknowledge that we are merely permitted users on your behalf and we do not express a view on, control, or influence the security of your IT Environment, and you remain fully responsible for establishing and maintaining the security of your IT Environment.
We may rely on third party software or services to provide our Services. While we use reasonable care in choosing what we believe to be reputable options, we do not control and are not responsible for the quality or availability of those software or services, and to the extent we are prevented from or delayed in performing the Services due to problems with such third-party software or services, we are excused from providing the Services until the problem is resolved.

Password sharing

Where we require passwords relating to your servers, software, banking or other systems in order to provide the Services, you must share such passwords with us only through our authorised channels which exist for this purpose (as notified by us) ( “Authorised Channels ”) and not to any other person. You must ensure your staff are notified of this requirement.
You must implement password management in accordance with best industry practice and notify us via the Authorised Channels of:
1. any changes to passwords previously shared with us via the Authorised Channels; and
2. any unauthorised use of passwords previously shared with us via the Authorised Channels
To the maximum extent permitted by law, we will not be responsible for any loss or damage incurred by you as a result of you having shared a password with us via any means other than through the Authorised Channels (including if you give your password directly to a member of our staff ).

Ownership of Documents

Any documentation which we are engaged to prepare, together with any other original documents given to us shall remain the property of you (or where applicable, your clients). However, we reserve the right to make a reasonable number of copies for our records and job purposes, and to comply with our professional and statutory record keeping obligations.
Where there is a termination by either party of this arrangement, you agree that we are entitled to retain all of your documents of which we are in possession and have performed services in respect of, until you pay all outstanding fees payable for that work we have performed on those documents.

Intellectual Property

Website content

You acknowledge and agree that, as between you and us, we own all Intellectual Property Rights to the Material on our website, including but not limited to our trademarks, text, images and the software contained in the Portal used to upload data and documents.
The Material on our website is protected by copyright under the Copyright Act 1968 ( the Act) and, through international treaties, in other countries. Content displayed on or via the Portal is protected, pursuant to copyright laws and international conventions. You agree not to copy, distribute or modify content from the Portal without our express written consent. You may not disassemble, decompile, reverse engineer or otherwise attempt to discover any source code contained in the Portal. Without limiting the foregoing, you agree not to reproduce, copy, sell, resell, or exploit for any purposes any aspect of the Portal (other than your own content).

Pre-Existing Material

Each party retains ownership of all Intellectual Property Rights in their respective Pre-Existing Material (even if incorporated into a Deliverable), and no such Intellectual Property Rights are assigned or transferred to the other party by way of this agreement.
On the creation of any Deliverable containing any Pre-Existing Material belonging to us, we grant you a non-exclusive, irrevocable, royalty-free licence to use that Pre-Existing Material to the extent incorporated as part of any Deliverable.
On the creation of any Deliverable containing any Pre-Existing Material belonging to you, you grant us a non-exclusive, irrevocable, royalty-free licence to use that Pre-Existing Material to the extent incorporated as part of any Deliverable.

Developed IP

Subject to clauses 54, 55 and 56, we agree to assign the Intellectual Property Rights (including future Intellectual Property Rights):
1. in the Deliverables; and
2. in Material otherwise created by us in the performance of the Services, (“ Developed IP ”) to you on creation.
You agree to grant us a worldwide, non-exclusive, perpetual, transferable, sub-licensable, royalty free licence to use, copy, modify, and exploit the Developed IP to the extent necessary to carry out our obligations under this agreement and for our internal business purposes.

Related Entities

These Terms will also be applicable to any group entities and Related Body Corporate of any client if you request us to perform work for those entities. Fees will be charged in accordance with the ASG or SOW applicable.

Liability

To the extent permitted by law, our maximum liability to you arising out of or in connection with this agreement is limited:
1. by a scheme approved under the Professional Standards Legislation; or
2. where the Professional Standards Legislation does not apply, to an amount representing the fees received from you under this Agreement in the 12 months immediately preceding the loss or damage incurred by you, but only insofar as those fees relate to the particular SOW under which you claim loss or damage.
Any liability on the part of WealthRecords is reduced to the extent that the relevant loss or damage arose due to a failure by you to take reasonable steps to mitigate that loss.
To the full extent permitted by law, we exclude all liability in respect of loss of data, interruption of business or any consequential or incidental damages.
These Terms are to be read subject to any legislation which prohibits or restricts the exclusion, restriction or modification of any implied warranties, conditions, guarantees or obligations. If such legislation applies, to the extent possible, we limit our liability in respect of any claim to, at our election:
1. in the case of the Services:
  (a) the supply of the Services again; or
  
  (b) the payment of the cost of having the Services supplied again.
We cannot guarantee continuous, error-free or secure access to our services or that defects in the Services or the Portal will be corrected. While we will use reasonable efforts to maintain an uninterrupted service to the Portal, we cannot guarantee this and we do not give any promises or warranties (whether express or implied) about the availability of our services or the Portal.

Representations

Each party represents and warrants, severally and not jointly, to the other party, hereto that:
1. such party is duly organised, validly existing and has good standing under the laws of its organisation and that such party has the full power and authority, to enter into, execute and deliver this agreement and to perform the transactions contemplated hereby, respectively, and such party is duly incorporated or organised and existing under the laws of the jurisdiction of its incorporation or organisation;
2. the execution and delivery by such party of this agreement and the performance by such party of the transactions contemplated hereby have been duly authorised by all necessary corporate or other action of such party; and
3. assuming the due authorisation, execution and delivery hereof by the other party, this agreement constitutes the legal, valid and binding obligation of such party, enforceable against such party in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganisation, moratorium or similar laws affecting creditors' rights generally.

Indemnity

You agree to fully indemnify us, our affiliates, employees, agents, contributors, third party content providers and licensors from and against all actions, suits, claims, demands, liabilities, costs, expenses, loss and damage (including legal fees on a full indemnity basis) incurred or suffered by us as a direct consequence of any breach by you or your agents of these Terms, except to the extent that such actions, suits, claims, demands, liabilities, costs, expenses, loss or damage is caused or contributed to by any negligent or reckless act or omission of WealthRecords or its agents.

Personal information

By using our Services, including use of the Portal, you agree to the collection, transfer, storage and use of your personal information by the Portal and WealthRecords on servers as described in our Privacy Policy. Any Personal Information that you disclose to us may be disclosed to our secure delivery centres, subcontractors or third-party service providers, and/or stored, on infrastructure outside Australia. Please refer to WealthRecords’ Privacy Policy at https://www.wealthrecords.com.au/privacy-policy/. You also agree to receive marketing communications from us unless you tell us otherwise.

Access to the Portal

While we use reasonable endeavours to ensure that the Portal is available continuously, we do not make any representations or warranties that your access will be uninterrupted, timely, secure or error free. Your access to the Portal may be suspended without notice in the case of system failure, maintenance or repair or any reason beyond our control.
Except as expressly provided otherwise in the Terms, we reserve the right to change or discontinue any website, feature or service (or part thereof) on the Portal at any time.
We do not warrant that we will continue to make the Portal available generally or at all and reserve the right at any time to impose or increase fees for future access to any material appearing on the Portal. The right is reserved to alter the Portal at any time, even if it changes the equipment needed to access or use our services or the Portal or any part of it.

Online Payment Security

Fees for WealthRecords Services may be deducted using direct debit or credit card payments through our third party secure payment facilities.
We will keep all information pertaining to your nominated account at the Financial Institution, private and confidential. Credit card details or bank account details of all clients may be retained by the payment gateway used by WealthRecords to process payments.
Services Fees are in Australian Dollars ($AUD) only.

General Termination Terms

After the initial term of twelve months (12) or as specified in your Statement of Work, you may terminate this agreement by providing two (2) months written notice. Your client may terminate their agreement with us under the relevant Supply Contract by providing two (2) months written notice.
Upon termination, work will be completed based on discussions with you prior to a handover meeting.
Fees for work completed will be charged and payment will be due within 7 days.
A handover meeting will be undertaken where necessary once full payment has been received for all outstanding fees.
We may terminate this agreement by providing two (2) months’ notice to you after the initial term of this agreement.
To the extent permitted by law (including your rights under the Australian Consumer Law), fees paid up to termination are non-refundable.
We may terminate this agreement without notice if you breach your obligations under this agreement and fail to rectify them within 7 days of notice from us to rectify the default.
Upon termination of this agreement and final payment received, we will archive all information and documents related to the work completed for you. Subject to our legal obligations to retain information, we will destroy/delete all information retained that you consider as sensitive to your business at your request and/or upon termination.

General Terms

GST

Unless stated to be otherwise, charges referred to for any goods or services supplied (or offered for supply) via our website are stated inclusive of GST. Where GST applies to any supply made to you, we will calculate the applicable GST and issue you with a Tax Invoice. GST means the Australian goods and services tax charged under A New Tax System (Goods and Services Tax) Act 1999 ("Act"). Tax Invoice means tax invoice as defined by the Act.

Severability

If any provision of the Terms is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of the Terms, which shall remain in full force and effect

No waiver

If we don’t enforce any particular provision, we are not waiving our right to do so later.

Applicable law

These Terms shall be construed in accordance with and governed by the laws of New South Wales, Australia. You consent to the exclusive jurisdiction of the courts in New South Wales, Australia to determine any matter or dispute which arises under the Terms and/or our Services.

Resolution of disputes

The parties must follow this dispute resolution process before terminating this Agreement for cause and before commencing proceedings. Payments must continue to be made in full during (and despite the invocation of) the dispute resolution process.
If either party considers that a dispute has arisen, it may send a notice to the other party, setting out reasonable particulars of the matters in dispute.
The parties must promptly hold discussions between representatives of each party after the issue of a dispute notice to attempt to resolve the dispute ( First Discussions ).
If the dispute has not been resolved within five Business Days after commencement of First Discussions, the parties must attempt to resolve the dispute by holding discussions between senior executives ( Second Discussions ).
If the dispute has not been resolved within ten Business Days after commencement of Second Discussions, either party may pursue its rights and remedies under this document as it sees fit.
For clarity, a party may at any time commence court proceedings in relation to a dispute or claim arising in connection with this document where that party seeks urgent interlocutory relief.

Whole agreement

These terms, together with any terms specific to an Administration Services Guide, Statement of Work, and the other policies posted on our website constitute the entire agreement between WealthRecords and you, superseding any prior agreements.

Assignment

You may not assign, sub-licence or otherwise deal in any other way with any of your rights under these Terms. We may assign this agreement at our sole discretion.

Notices

Any notice given by a party hereto to the other party under this agreement shall be in writing, shall be sent by internationally recognised courier service and/or email and shall be directed at the address and contact details and to the attention of the respective persons specified hereafter, or such other details as may be informed by any party to the other party, in writing, at least 7(seven) days before the concerned notice is dispatched. Any such notices shall be deemed delivered:
(a) in the case of courier at the time of first service as evidenced by the delivery receipt; or

(b) in the case of email, at the time of transmission.

Force Majeure

To the extent a party is prevented from or delayed in performing any of its obligations under or in connection with this Agreement (other than an obligation to pay money) due to circumstances outside its reasonable control, the party is excused from performance and is not liable for that failure to perform. The party must use reasonable endeavours to overcome any such circumstances and must perform the relevant obligation(s) as soon as reasonably possible once the circumstances outside its control cease to be in place.