Subject to clause 5.2, both parties agree to take reasonable steps to maintain (within their respective organisations or otherwise) the confidentiality of any proprietary or confidential information of the other party. If you wish to provide third parties with copies of Moore Stephens reports, letters, information or advice, you must first obtain written permission from us to disclose the document(s) or information (please note our copyright as referred to in clause 13.1 herein).
Subject to section 275(7) of the Personal Property Securities Act 2009 (Clth) (PPSA), it is hereby agreed that neither party will disclose information of the kind mentioned in section 275(1) of the PPSA to a third party. Please see section 8 of these Terms for further agreed provisions regarding the application of the PPSA to our Services. You can also view section 275(7) and the PPSA more broadly by following this link: http://www.austlii.edu.au/au/legis/cth/consol_act/ppsa2009356/s275.html
In providing the Services, Moore Stephens will use the objective standard of reasonable skill and care required by law referable to the types of Services provided.
Except only for those rights and remedies that you have as a Consumer in respect of the Services under the CCA (and corresponding State and Territory laws applicable to Consumers) which cannot lawfully be excluded, restricted or modified:
If you are a Consumer, the liability of Moore Stephens will not be limited to the Liability Cap contained in clause 6.2 if it is not ‘fair and reasonable’ for Moore Stephens to rely on such limitations in accordance with sections 64A(3) and (4) of Schedule 2 of the CCA. However, this only applies if the Services supplied are services ‘of a kind ordinarily acquired for personal, domestic or household use or consumption’ as that expression is used in Schedule 2 of the CCA or in relation to any guarantee pursuant to any of sections 51, 52 and 53 of Schedule 2 of the CCA.
This clause 6.4 applies only to the extent that clauses 6.2 and 6.3 do not apply. The parties acknowledge that the Australian Professional Standards Legislation including the Treasury Legislation Amendment (Professional Standards) Act 2004 (Clth) (Professional Standards Legislation) may apply in accordance with its terms in relation to our maximum liability for loss or damage arising from or in relation to the provision of the Services. Please see the Annexure to these Terms for the various State and Territory enabling legislation contained within the Professional Standards Legislation that applies to your local Moore Stephens office. Each Moore Stephens office is a participant in the current registered limitation of liability scheme under Professional Standards Legislation known as the ‘Chartered Accountants Australia and New Zealand’ scheme. To the extent permitted by law, if, under any applicable Professional Standards Legislation, our maximum liability for loss or damage arising from or in relation to the Services would be:
You agree to indemnify Moore Stephens against all actions, demands, liabilities, proceedings, claims, costs, losses, suits or expenses (including legal fees on a solicitor and own client basis and disbursements) incurred by Moore Stephens in respect of any third party claim and whether grounded in tort, contract or statute law (Claim) which is related to, arises out of, or is in any way associated with, the Contract. However, this indemnity does not apply to any Claim in respect of any matters which are finally determined by a court or through agreement to have resulted solely and directly from Moore Stephens’ negligent or wilful acts or omissions.
You agree to indemnify Moore Stephens, the Moore Stephens Personnel and any other person who may be sought to be made liable in excess of the Liability Cap (or the maximum liability as determined where clause 6.4 applies) on a full indemnity basis, in respect of any Claim arising from or connected with the Engagement where you or persons for whom you are vicariously liable cause any of the loss, costs or damages arising under the Claim.
We hold the benefit of the indemnity in this clause 7 on trust for Moore Stephens and its partners, Moore Stephens Personnel, associated entities and contractors.
For the purposes of this clause 8, PPSA means:
If at any time we determine that this Contract (or any of the transactions contemplated by or under it) creates a ‘security interest’ (as defined under the PPSA) over any of your personal property granted or deemed to be granted in our favour, then you must promptly, upon our request, do all things necessary (including, without limitation, completing, signing and providing documents, obtaining consents and supplying information) to:
The working papers for the Engagement, including electronic documents and files, are the property of Moore Stephens and constitute confidential information.
We will notify you as soon as practicable (unless restricted by law) where we receive a legally mandatory notice or request for access to our working papers from a third party (for example, the Australian Taxation Office or the Australian Securities & Investments Commission). If legal advice is required as to whether any information or documents may be subject to either legal professional privilege or the accountants’ privilege concession and may be retained and not provided to the third party, then all costs for such advice will be the Client’s responsibility.
As a major accounting firm, we are subject to the Quality Control Review Program conducted by Chartered Accountants Australia and New Zealand and other regulatory bodies such as the Australian Securities & Investments Commission (ASIC). . By accepting these Terms you consent to any necessary disclosures in relation to quality assurance programs of our firm. We are also subject to external audit review in connection with our registration in accordance with the relevant quality standard accreditation.
We understand the importance of protecting the privacy of your personal information. In handling personal information, we comply with the Privacy Act 1988 (Clth) (Privacy Act), as amended from time to time, and with the Australian Privacy Principles.
We may also use your personal information for the purpose of providing marketing or training information to you. This may include newsletters and invitations to seminars or other events. Please let us know if you do not want this information to be sent to you.
To provide the Services, we may disclose your personal information to our business partners and associates and to third parties engaged to perform administrative or other services. Any disclosure is always on a confidential basis. We may also disclose your personal information if required or authorised by law. By accepting these Terms you consent to us disclosing your personal information to our business partners and associates and to third parties when required by us to complete the Services.
By accepting these Terms you consent to Moore Stephens referencing your company name and logo in proposals, submissions, tenders and marketing materials as an indication of our experience. Any such disclosure will not however disclose any information which is confidential or commercial in confidence and not in the public domain as at the date of the proposal, submission, tender or marketing collateral being prepared and issued.