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General Terms of Engagement

1. Agreement
  1. This document (Terms) contains general terms which govern our relationship, and the way in which we provide our services to the client (the client, you). These Terms apply to any service provided to you by the Accru group entity specified in your letter of engagement, including any related or associated persons, partner, director, employee, agent or other Accru entity.
  2. Your Agreement with Accru incorporates:
    1. these Terms;
    2. the Engagement Letter, which details the scope of the agreed services and your engagement with us;
    3. any separate agreement that you have in place relating to a specific service or product offering;
    4. if you are a Retail Client and the Services that we provide to you are financial services within the meaning of the Corporations Act 2001 (Cth), the terms set out in the Financial Services Guide (FSG) that relate to those financial services; and
    5. if you are a Wholesale Client, Schedule 1 to these Terms.
  3. If there is a conflict between these Terms and those contained in a service or product-specific agreement, the specific agreement will apply to the extent of the inconsistency.
  4. If there is a conflict between these Terms and the FSG, the FSG will apply to the extent of any inconsistency.
  5. You agree that instructing Accru to provide the client with services after receipt of these Terms, is deemed acceptance of the client’s Agreement with Accru, including these Terms, regardless of whether Accru receives a signed Engagement Letter.
2. Communication between you and Accru
  1. If an individual engages Accru in more than one capacity, for example in your personal capacity, as trustee of a trust, or as director of a company, you acknowledge that we have a separate client engagement with you in relation to each capacity in which you engage with us (to the extent that this is set out in the Engagement Letter), and that these Terms apply to each engagement separately.
  2. Accru will only accept instructions from the person named as the client, or a person whom the client has nominated and provided written authority for us to engage with. The client confirms that they, and any person that they authorise and nominate in writing, are authorised to give Accru instructions and information on behalf of the client, and to receive our advice and documents.
  3. If the client is engaging Accru to provide advice to two individuals jointly, for example spouses or partners, we may deal with either person, and may discuss with either person the affairs of the other. If you wish to change these arrangements, please let us know.
  4. If the client is a company, we will accept instructions from a director if we have been provided with information to satisfy Accru that the director has the necessary authority to act on behalf of and bind the company.
  5. We are entitled to rely on the representations made by those acting on the client’s behalf, including instructions from any person authorised in writing, and the client will be bound by the instructions provide by them.
  6. If we receive conflicting instructions from different persons authorised to provide instructions on behalf of the client, including for example from different partners, directors or proprietors (as applicable), we retain sole discretion not to act on such instructions until the conflict is resolved.
  7. The client agrees to send and receive communications and notices under the Agreement electronically.
  8. The client must notify us of any changes to their contact details in writing as soon as practicable. We will send communications to the last contact details that the client has provided to us. Unless the client instructs us otherwise, we will communicate with the client via email or by other electronic means as and when appropriate. The recipient of any communication is responsible for verifying the security of the email and any attachment. There is a risk of non-receipt, delayed receipt, misdirection or interception by third parties in any form of communication, and we are not responsible for any such matter that we could not reasonably control.
3. Our Services
  1. We provide the following services:
    1. Financial advice and wealth management services;
    2. Accounting services;
    3. Tax services;
    4. Auditing services; and
    5. Business management and consulting services.

(Services)

  1. The Services that the client has asked us, and that Accru has agreed, to provide are set out in the Engagement Letter.
  2. The fees payable for the Service the client receives will depend on the Service being provided, and is set out in the Engagement Letter.
  3. The Services we provide are limited to those that the client has engaged us to perform, as set out in the Engagement Letter or varied in writing. Unless specified in the Engagement Letter, the client must not rely on our Services to disclose any irregularities and errors, including fraud and other illegal acts, in the client’s affairs. Accru will, however, endeavour to inform the client about any such irregularities, errors, fraud or illegal acts that come to our attention in providing the Services to the client.
1. Accru reports and advice
  1. Any report, advice or information that we provide to the client in providing our Services, is provided and prepared for the client’s use and benefit only, and must not be relied on by any third party. We accept no liability or responsibility for loss suffered by any third party’s reliance on a report, advice or information provided to you.
  2. Any report, advice or information that Accru provides is current as at the date it is provided. Unless agreed otherwise, we are under no obligation to update any advice or report that have been provided to the client, changes in law or other events occurring after our advice or report is provided to the client.
2. Fees
  1. Our fees will be charged on the basis set out in our Engagement Letter. For example, this may be monthly, quarterly or annual.
  2. Our invoices are due for payment within 14 days of issue, unless such longer period is otherwise provided for or agreed to in writing. The fees set out in our Engagement Letter are exclusive of GST, unless noted otherwise, and GST will be added to our invoice where it is chargeable. Any disbursements and expenses that we incur in providing the Services to the client will also be added to our invoices where appropriate.
  3. If we have provided the client with an estimate of our fees for any specific work, this is an estimate only and our actual fees may vary.
  4. We may provide a fixed fee for the provision of specific services. If we have provided a fixed fee, and it becomes apparent to us that the fixed fee is inadequate to cover the cost of our services due to unforeseen circumstances, we may notify the client of a revised figure and seek the client’s agreement to it. We will not charge the revised fee without obtaining the client’s written agreement.
  5. If your engagement with Accru is to provide Services to two or more individuals as the one client, each individual is jointly and severally liable to pay our fees and disbursements, regardless of whether we, at your request or for any other reason, direct our accounts or statements to only one of the individuals, or obtain instructions in relation to this engagement from only one of the individuals.
  6. If the client’s circumstances, or the scope of the Services that the client has engaged us to provide, changes significantly, additional fees may be payable. This will be discussed with you and agreed to prior to us undertaking any work or charging any additional fee.
  7. Unless agreed in writing otherwise, to the contrary, our fees do not include the costs of any counsel, or other professionals or third parties engaged with the client’s approval. Where, as part of our engagement, the services of an external consultant or expert are required, an estimated cost and timeframe and involvement will be provided to the client for approval.
  8. If the client does not pay our fees within 30 days of receipt of an invoice, or on the terms otherwise agreed in writing, Accru may:
    1. charge interest at the current official cash rate as determined by the Reserved Bank of Australia;
    2. choose not to do any further work until all sums are paid in full;
    3. terminate our engagement with the client, including this Agreement; or
    4. refer the amount owing to a debt collection agency.
  9. Please refer to our FSG and Adviser Profile for further details about the fees, charges, and commissions we may receive.
3. Client monies
  1. If the client is a Retail Client, all money that is paid to Accru in connection with a financial service or product (client money) is deposited into a client money trust account in accordance with Accru’s obligations under the Corporations Act 2001 (Cth).
  2. Client money may be pooled with funds held on behalf of other clients, but is segregated from Accru’s money. Accru is entitled to retain any interest earned on client money that is held by Accru, and Accru is not liable to the client to pay interest on client money held on the client’s behalf.
4. Client responsibilities
  1. The client agrees to pay for the Services in accordance with this Agreement.
  2. The client agree that the client will:
    1. provide us with all information that you reasonably expect will be necessary to allow us to perform the Services, or that we reasonably request for the purpose or providing you with the Services, within a timely manner or as requested, and in any event in sufficient time to enable us to provide the Services before any applicable deadline;
    2. promptly notify us if the client’s circumstances change, or if the client becomes aware that information or instructions that the client has provided to us are, or become, incomplete, inaccurate or should otherwise not be relied on for any reason;
    3. promptly notify us if the client becomes aware that the client’s understanding of the client’s circumstances or instructions are inaccurate;
    4. provide instructions and responses that are clear, accurate and complete in a timely manner; and
    5. deal with all Accru personnel in a professional and courteous manner;
    6. seek clarification if you do not understand any report, information or advice that we provide to the client, and not represent that you understand or agree to our advice if that is not the case; and
    7. not act on advice given by us to the client on an earlier occasion without first confirming with us that the advice is still valid.
  3. The client agrees and acknowledges that the client may be required to provide Accru with information to provide the client with the Services, including to verify your identity to comply with our obligations under the AML/CTF laws. If you do not provide us with requested information, we may not be able to provide you with our services.
  4. The client acknowledges and agrees that we will rely on information that the client provides to Accru being true, correct and complete, and will not audit the information, except to the extent of our engagement to provide audit-related Services.
  5. The client authorises Accru to approach third parties from time to time as appropriate for information that we reasonably believe to be required to provide the Services and deal with the client’s affairs.
5. Your disclosure obligations and representations
  1. The client represents and warrants that the information provided to us is true, accurate and up-to-date, and understands that inaccurate, incomplete or late information could have a material effect on our ability to provide the client with the Services, including our conclusions.
  2. We are not required to verify the underlying accuracy or completeness of information the client provides to us, and we take no responsibility to the extent that our advice is inaccurate, incomplete or misleading because it is based on inaccurate, incomplete or misleading information being provided to us by the client.
  3. The client agrees our ability to perform the agreed Services is dependent on the performance of the client’s obligations in connection with this Agreement.
6. Accru disclosure documents
  1. If the client is a Retail Client, you will have been provided with an FSG and, if relevant, an Adviser Profile. Please check this with your adviser if you are unsure.
  2. Depending on the Service we have agreed to provide to the client, the client may also receive other disclosure documents. For example, if you are a retail client and Accru recommends a financial product, you may receive a Product Disclosure Statement.
  3. These disclosure documents are available on the Website, and in hard copy upon request.
7. Confidentiality
  1. Subject to our statutory and professional obligations, any information will be kept confidential in accordance with this Agreement.
  2. Specifically, we will take all reasonable steps to keep your information confidential, except where:
    1. we need to disclose the client’s information to our service providers (including auditors of client monies if applicable), professional advisers, regulatory bodies or insurers;
    2. we are required to provide our files to a professional body as part of a quality review program, for example that which is conducted by the Chartered Accountants Australia and New Zealand;
    3. as part of our ongoing compliance measures, the client’s file is subject to review and provided to compliance and legal personnel, which may include third parties, for that purpose;
    4. we are required by law, regulation, a court of competent authority to disclose the information;
    5. we are required to provide information to potential purchasers (or their professional advisors) of our practice;
    6. you give us permission to disclose the information; or
    7. as otherwise stated in our privacy policy, to the extent that confidential information constitutes personal information.
  3. Where we disclose the client’s information, it will only be disclosed to the extent reasonably necessary, and we will take reasonable steps to ensure any such recipient (other than a regulatory body or court) keeps such information confidential on the same basis.
  4. Accru has various record keeping obligations that it must comply with, including in relation to confidential information that we may hold about the client. We will continue to hold such information confidentially.
8. Privacy and cyber security
  1. We collect, manage and disclose personal information in accordance with our Privacy Policy.
  2. If you want to check your personal information, or change consents, you can contact us at info@accrumelb.com.au.
  3. Accru uses commercially reasonable measures to protect the security of information held us, but does not warrant the secure operation of any electronic platform, database or portal maintained or used by or on behalf of Accru, or that Accru is able to guarantee the prevention of any misuse or unauthorised access or loss of any information stored by or on behalf of Accru.
9. Ownership of materials and documents
  1. We own the copyright and all other intellectual property rights in everything we create in connection with this Agreement and the provision of our Services to the client, unless we agree otherwise. Anything we create in connection with this Agreement is to be used by the client only, and only in relation to the purpose for which the client has engaged us.
  2. All original documents that the client provides to us in relation to the Services will remain the client’s property. However, we reserve the right to make a reasonable number of copies of the original documents for our records.
  3. Depending on the Services that we have agreed to provide to the client, our engagement may result in the production of financial statements, income tax returns and investment reports which will be supplied to the client. Ownership of these documents will vest in the client. All other documents produced by us in respect of this engagement will remain our property. We have a policy of exploring a legal right of lien over any of the client’s documents in our possession in the event of a dispute between us.
10. Our professional obligation
  1. We will provide the Services with reasonable skill and care, and to an appropriate professional standard in accordance with this Agreement.
  2. We will comply with the professional and ethical standards relevant to the Service being provided to the client, including for example but not limited to:
    1. those set by the Accounting Professional and Ethical Standards Board, including APES 110 Code of Ethics for Professional Accountants (including Independence Standards), which among other things contain provisions that apply if we become aware of any actual or potential ‘non-compliance with governing laws or regulations’, which may require us to disclose the matter to an appropriate authority;
    2. those set by the Australian Accounting Standards Board, including the Australian Accounting Interpretations;
    3. those required of advisers providing personal financial product advice to retail clients; and
    4. those set by the Tax Practitioners Board, including the Code of Professional Conduct.
11. Conflicts of interest
  1. We will inform the client if we become aware of any conflict of interest in our relationship with the client, or in our relationship with the client and another client.
  2. Where conflicts are identified which cannot be managed in a way that protects the client’s interests, we may be unable to provide further services. If this arises, we will inform the client promptly.
  3. We may act for other clients whose interests are not the same as or are adverse to yours, subject to the obligations of conflicts of interest and confidentiality referred to in this clause 14.
12. Limitation of liability
  1. Accru’s liability is limited by a Professional Standards Scheme approved under Professional Standards Legislation. The applicable Professional Standards Scheme will depend on the Service being provided to the client. Specifically, the Business Advisory, Taxation, Accounting and Auditing services are covered by the Chartered Accountants Australian and New Zealand Professional Standards Scheme, and the Financial Advice and Wealth Management services have arrangements in place to maintain adequate professional indemnity insurance as required by s912B of the Corporations Act 2001.
  2. To the maximum extent permitted by law, we exclude all warranties, conditions and terms, other than those expressly set out in this Agreement, including those which are implied in fact or by law.
  3. If we are liable for any breach of warranty, condition or term, then our liability is limited to either:
    1. the resupply of the Services; or
    2. payment of the reasonable cost of having the Services resupplied.
  4. Nothing in these Terms excludes, restricts or modifies any non-excludable statutory condition, warranty, guarantee, right, remedy or other benefit that is preserved by the ASIC Act 2001 (Cth), the Competition and Consumer Act 2010 (Cth) or any other statutory provision.
  5. If the Professional Standards Legislation applies to limit our liability, then the applicable Professional Standards Legislation overrides any clause in these terms that provides for a limit of liability in excess of the amounts provided by the Professional Standards Legislation, but does not override any clause that provides for a limit of liability below the amounts provided by the Professional Standards Legislation.
  6. If there is more than one person engaged jointly as the client under this engagement, you agree that our total liability to all people under this engagement is limited in accordance with this clause 15, to be apportioned among each person.
13. Limitations relating to third parties
  1. In addition to clause 15, Accru is not liable for:
    1. loss suffered by the client as a result of information that Accru has been provided by a third party and relied on to provide the client with the Services; and
    2. the actions of parties that the client has authorised to act on the client’s behalf.
  2. The Services that we provide, including the provision of any information, report or advice, are for the client’s use and benefit only, and we accept no responsibility for any loss suffered by a third party relying on a report, advice or information provided to the client, unless we have expressly agreed in the Engagement Letter that a specified third party may rely on our work.
14. Disputes and complaints
  1. If the client has any concerns about our fees or Services, please speak to the person identified in the Engagement Letter as responsible for this engagement.
  2. We have policies and procedures in place to deal appropriately with complaints, and will use best endeavours to resolve a complaint or dispute to the mutual satisfaction of the parties involved. We may require you to detail your complaint in writing to allow us to fully investigate any concerns that you raise.
  3. There may be separate dispute resolution procedures that apply to you, depending on the Service that you are receive, and whether you are a Retail Client or a Wholesale Client.
  4. If you are a Retail Client, please refer to the FSG for details on how you can make a complaint if you are unhappy with our Services. If you are a Wholesale Client, please refer to the Website for details on how you can make a complaint if you are unhappy with our Services.
15. Terminating your engagement with us
  1. If the client is a Retail Client, the client may terminate this Agreement by contacting us at any time.
  2. Accru may terminate this Agreement:
    1. for convenience, by providing 30 days’ written notice;
    2. by providing written notice if the client does not remedy a material breach of this Agreement within 30 days of receiving written notice of the breach; or
    3. immediately by providing written notice, if we have reason to believe that the client has provided us with misleading or factually inaccurate information.
  3. If the Agreement is terminated by the client prior to the completion of the Services, including for example the provision of a report or statement of (financial) advice, Accru is entitled to the fees for work undertaken and expenses incurred prior to receiving the client’s written notice of termination.
  4. Upon termination of this Agreement:
    1. all fees and expenses in respect of the Services provided up to the date of termination are due and payable within 14 days of receiving an invoice, or the date of termination, whichever is later;
    2. Accru will stop charging fees for financial services. We may charge administrative or other fees if there is a cost involved by us terminating the service provided to the client;
    3. we will return any documentation that belongs to the client (noting that we may retain a copy as required by law to retain professional records); and
    4. action any Service-specific steps required upon termination that are set out in other agreements, including for example returning client money that we may hold on trust for the client.
  5. If the clients leave physical documents in our possession after termination, either due to a failure to cooperate with Accru for their return or by choice, the client agrees that Accru may choose to retain the client’s file electronically and subject to relevant laws, destroy the original documents, unless the client instructs us otherwise. This does not apply if the physical document in our possession is a title, deed, power of attorney or will.
  6. If the client wishes to collect documents that Accru holds for the client, or for Accru to transfer the client’s file to a new service provider, we will assist the client to do so, and may charge an administrative fee to cover our reasonable costs.
  7. The client acknowledges that, regardless of any instruction, Accru must retain records for the time required by legislation.
  8. Termination will not affect any accrued rights.
16. Variation
  1. Accru may amend the Agreement, including these Terms and any other terms on which we provide our Services to the client (including the fees we charge):
    1. by the mutual written agreement of the parties; or
    2. by providing 14 days written notice, where such change is required by law, required by a third party with whom we have contracted to provide the Services, or is otherwise necessary to protect our legitimate business interests.
  2. The client can request to vary this Agreement and the way in which we provide Services to the client at any time. We will consider any such request and, if we agree, will document that agreement in writing. There will be some variations that we cannot agree to for reasons beyond our control, including for example legal or commercial reasons.
17. Accru companies
  1. Each Accru entity is a separate legal entity operating under the name “Accru”.
  2. The Services are provided by the Accru entity that signed the Letter of Engagement and entered into the Agreement with you, and no other Accru entity is liable for the Services unless it has a separate letter of engagement with you.
18. Miscellaneous
  1. This Agreement is governed by the law of Victoria, Australia, and the parties submit to the non-exclusive jurisdiction of the courts of Victoria.
  2. We will not be liable for any delay or failure to fulfil obligations caused by circumstances outside our reasonable control. If such reasons continue to prevent performance of the Services for a period of more than 60 days, we will consult with the client for the purpose of agreeing what action should be taken.
  3. Nothing in this Agreement shall prevent us from taking any such action as may be required by law, statute or standard or to comply with the regulations of any relevant professional body.
  4. If any term or clause of this Agreement is illegal or unenforceable, it will be severed from the Agreement and will not affect the continued operation of the remaining terms and clauses of this Agreement.
  5. Nothing in this Agreement prevents us from providing Services to other persons.
19. Definitions
  1. In this Agreement:
    1. Accru means the entity that is listed in the Engagement Letter.
    2. Agreement has the meaning given in clause 1.2 of these Terms.
    3. Engagement Letter means the documented titled ‘Engagement letter’ provided to you by Accru in relation to the Service that Accru has agreed to provide to you.
    4. Privacy Policy means the Accru privacy policy available at https://www.accru.com/privacy-policy.
    5. Professional Standards Legislation means the professional standards legislation that exists in each Australian jurisdiction which governs the operation of professional standards schemes. A list can be found at https://www.psc.gov.au/legislation.
    6. Professional Standards Scheme means a current Professional Standards Scheme that has been approved by the Professional Standards Council and is in force. A current list can be found at https://www.psc.gov.au/professional-standards-schemes/scheme-documents.
    7. Retail Client has the meaning given to it by the Corporations Act 2001 (Cth), as varied from time to time.
    8. Services means the services provided by Accru, including but not limited to those services set out in clause 3.1 of this Agreement.
    9. Terms mean these general terms and conditions.
    10. Website means https://www.accru.com.
    11. Wholesale Client has the same meaning as in section 761G of the Corporations Act 2001 (Cth), as varied from time to time.

Schedule 1 – Additional terms and conditions for Wholesale Clients

The terms and conditions in this Schedule 1 form part of the Agreement. If there is any conflict between the terms in this Schedule 1 and the other provisions of the Terms, then the terms in this Schedule 1 apply to the extent of that conflict.

Applicability of Terms

The terms and conditions in this Schedule 1 only apply to Wholesale Clients. A Wholesale Client is a person that satisfies any one of the requirements to be categorised as a Wholesale Client under the Corporations Act 2001 and has been informed by Accru that they have been categorised and will be treated as a Wholesale Client.

Eligibility

We will require appropriate evidence to support your eligibility as a Wholesale Client.

Accru can categorise the client as a Wholesale Client pursuant to section 761G(7) of the Corporations Act 2001 (Cth) if the client provides us with a copy of a certificate from a qualified accountant that states that:

  1. The client has net assets of at least AUD 2.5 million; or
  2. Gross income for each of the last 2 financial years of at least AUD 250,000 a year.

The client cannot use Accru’s financial products or services in connection with a business for the purpose of the wealth test.

The certificate is valid for two years from the date of issue.

Application of Related Documents

Accru does not have the same conduct and disclosure obligations to Wholesale Clients under Chapter 7 of the Corporations Act 2001 (Cth), as it does with to Retail Clients.

Accru may, from time to time, voluntarily provide some of the Retail Client protections to you, at our absolute discretion. If we provide you with a Retail Client protection, it does not give you the right to continued protection or treatment as a Retail Client, and it does not affect our right to treat you as a Wholesale Client.

Accru may withdraw the client’s status as a Wholesale Client, and treat the client as a Retail Client, at any time at our absolute discretion.

Any Product Disclosure Statement (PDS) or Financial Services Guide (FSG) that Accru issues applies only to Retail Clients and does not apply to Wholesale Clients. Wholesale Clients are not permitted to rely on any terms contained in any PDS or FSG issued by Accru.

Disputes and Complaint Handling

If a dispute arises between Accru and you relating to any Transaction, your dispute will be dealt with in accordance with Accru’s internal dispute procedure.

Accru will try to notify you (verbally or in writing) what action it has taken, as soon as it practically can, but if it does not, the validity of its action shall not be affected.

As a Wholesale Client, disputes between the client and Accru and any complaints the client has in relation to us do not fall within the Australian Financial Complaints Authority’s (AFCA) jurisdiction.

If however AFCA decides it has jurisdiction over any dispute or complaint the client has in relation to Accru, you hereby authorise Accru to disclose such personal information about the client (as defined by the Privacy Act 1988 (Cth)) including, but not limited to, records of interactions between you and Accru as we, at our absolute discretion, deem appropriate or necessary to enable us to run our case before AFCA.