These terms of business apply to the services you have engaged us to provide under the attached confirmation letter. Our confirmation letter and these terms of business form the entire agreement between us about those services. They replace any earlier agreements, representations or discussions. If anything in these terms of business is inconsistent with our confirmation letter, our confirmation letter takes precedence.
- Our services
- Your responsibilities
- Intellectual property
- Fees, expenses and costs
- Confidentiality and privacy
- Electronic communications
- Subcontractors (including other PwC firms)
- Transfer of information
- Performing services for others
- Force majeure
- Applicable law
- Standards Australia Materials
1 Our services
1.1 Scope – We will perform the services described in our confirmation letter with reasonable skill and care.
1.2 Changes – Either of us may request a change to the services, or anything else in this agreement. A change will not be effective unless we have both agreed to it in writing.
1.3 Services for your benefit – Our services are provided solely for your use and benefit.
1.4 Training materials – You are permitted to use the training materials for the purpose of attending the training course. Except as permitted under this agreement, or with our prior written consent, you may not:
- show or provide a copy of the training materials to any third party or include or refer to our name or logo in a public document
- make any public statement about us or the services
- alter or modify the whole or any part of the training materials nor permit the training materials or any part of them to be combined with, or become incorporated into, any other materials.
1.5 No liability to third parties – We accept no liability or responsibility to any third party in connection with our services.
2 Your responsibilities
2.1 Generally – You agree to:
- provide us promptly with all information, instructions and access to third parties we reasonably require to perform the services, and
- provide adequate and safe facilities for us when we work at your premises.
2.2 Training course delegates – You must ensure that each delegate who attends a training course on your behalf complies with the obligations set out in this agreement (other than in relation to the payment of our fees) as if that delegate were named as the client in our confirmation letter.
2.3 Information – You are responsible for the completeness and accuracy of information supplied to us. We may rely on this information to perform the services and will not verify it in any way.
3 Intellectual property rights
Nothing in this agreement affects the ownership of existing and future intellectual property rights in the training materials or any other materials used by us for the purpose of conducting the training course.
4 Fees, expenses and costs
4.1 Payment for services – You agree to pay us fees for our services on the basis set out in our confirmation letter.
4.2 GST – Our fees, expenses and charges exclude GST (unless stated otherwise).
If a supply to you under this agreement is a taxable supply under A New Tax System (Goods and Services Tax) Act 1999, you agree to pay us an amount equal to the GST we are required to pay on the taxable supply.
4.3 Invoices and payment – We will invoice you at the same time that we send you our confirmation letter and you agree to pay the invoiced amount within the period specified in our confirmation letter.
5 Confidentiality and privacy
5.1 Confidential information – We each agree not to disclose each other’s confidential information, except for disclosures required by law or confidential disclosures under our respective policies.
5.2 Referring to you and the services – We may wish to refer to you and the nature of the services we have performed for you when marketing our services. You agree that we may do so, provided we do not disclose your confidential information.
co-operate with each other in addressing our respective privacy obligations in connection with the services.
6.1 Accountants scheme – Our partners are members or affiliate members of the Chartered Accountants Australia and New Zealand (CA ANZ). Where CA ANZ schemes have been approved under professional standards legislation in force in Australian states or territories, our liability in connection with the services is limited in accordance with those CA ANZ schemes.
6.2 Liability cap where no scheme – Where our liability is not limited by a scheme, you agree our liability for all claims connected directly or indirectly with the services (including claims of negligence) is limited to an amount equal to 10 times the fees payable for the services, up to an overall maximum of $200,000.
6.3 Consequential loss – To the extent permitted by law, we exclude all liability for loss or corruption of data, loss of profit, goodwill, business opportunity or anticipated savings or benefits or indirect or consequential loss or damage.
7 Electronic communications
We each agree to take reasonable precautions to protect our own information technology systems, including implementing reasonable procedures to guard against viruses and unauthorised interception, access, use, corruption, loss or delay of electronic communications.
8 Subcontractors (including other PwC firms)
8.1 Subcontractors – We may use subcontractors, including other PwC firms (in Australia or overseas) to perform or assist us to perform the services. Despite this, we remain solely responsible for the services.
8.2 No claims against other PwC firms – No other PwC firm has any liability to you in connection with the services or this agreement and you agree not to bring and to ensure none of your affiliates brings any claim (including in negligence) against any other PwC firm or its partners or employees in connection with the services or this agreement. Any partner or employee of another PwC firm who deals with you in connection with the services
does so solely on our behalf.
8.3 Benefit of clause 8.2 – Clause 8.2 is for the benefit of other PwC firms and their partners and employees (each a beneficiary). You agree each beneficiary may rely on clause 8.2 as if they were a party to this agreement. Each beneficiary that provides or assists in providing the services relies on the protections in clause 8.2 and we accept the benefit of clause 8.2 on their behalf.
9 Transfer of information
We use contractors or suppliers located in Australia and overseas to provide us with services we use in performing services and in our internal functions. Other PwC firms may be involved in our client relationship management and other admin systems and in quality reviews. You consent to information provided to us by you or on your behalf (including personal information and your confidential information) being transferred to those contractors and suppliers and to other PwC firms and our subcontractors, so long as they are bound by confidentiality obligations.
10 Performing services for others
Provided we do not disclose your confidential information, you agree that we may perform services for your competitors or other parties whose interests may conflict with yours
11.1 By notice – Either of us may terminate this agreement by giving the other at least 14 days’ notice in writing (unless it would be unlawful to do so). This agreement terminates on expiry of that notice.
11.2 Changes affecting independence – Changes to the law or other circumstances beyond our reasonable control may mean that providing the services to you results in us ceasing to be independent of an audit client. If that happens, we may terminate this agreement immediately by giving you notice in writing.
11.3 Fees payable on termination – You agree to pay us our fees payable on termination on the basis set out in our confirmation letter.
11.4 Clauses applying after termination – The following clauses continue to apply after termination of this agreement: 1.2, 1.3, 1.4, 4, 5, 6, 8, 9, 10, 11.4, 12, 13, 14, 15 and 16.
We are your independent contractor. You agree that we are not in a partnership, joint venture, fiduciary, employment, agency or other relationship with you.
Neither of us has power to bind the other.
13 Force majeure
Neither of us is liable to the other for delay or failure to fulfil obligations (other than an obligation to pay) to the extent that the delay or failure arises due to an unforeseen event beyond their reasonable control which is not otherwise dealt with in this agreement. Each of us agrees to use reasonable endeavors to remove or overcome the effects of the relevant event without delay.
Neither of us may assign or deal with our rights under this agreement without the other’s prior written consent.
15 Applicable law
Unless our confirmation letter otherwise states, the law applying to this agreement is the law of New South Wales. Both of us submit to the exclusive jurisdiction of the courts of that state and waive any right either of us may have to claim that those courts do not have jurisdiction or are an inconvenient forum.
16 Standards Australia Materials
As part of the services we may provide you with a hard copy of materials produced by Standards Australia Limited (“Standards Australia”) which are licensed to us by Standards Australia (“Standards Australia Materials”) to enable us to provide the education and training services referred to in this agreement. In respect of any Standards Australia Materials provided to you, you agree:
(a) other than the Licence granted to use the Standards Australia Materials below, nothing in this agreement transfers any right, title or interest in the Standards Australia Materials to you and Standards Australia owns the Intellectual Property Rights in the Standards Australia Materials;
(b) the Standards Australia Materials may only be used in connection with the education and training services provided by PwC;
(c) you must not copy, reproduce, store, sell, distribute, loan, rent, or lease the Standards Australia Materials to any other third parties, without the prior written permission of PwC and Standards Australia;
(d) you must not modify, adapt, translate, or embed the Standards Australia Materials, without the written prior permission of PwC and Standards Australia;
(e) any use of the Standards Australia Materials is at your risk;
(f) to the maximum extent permitted by law, Standards Australia disclaims all representation and warranty (express or implied), and will not be liable for any loss or damage howsoever arising (including consequential loss or loss of business, profit, revenue or goodwill) in connection with the use or reliance of the Standards Australia Materials. In particular, Standards Australia makes no warranty in relation to the quality, suitability, currency, accuracy, completeness, merchantability or fitness for a particular purpose of the Standards Australia Materials.
In this agreement the following words and expressions have the meanings given to them below
17.1 affiliate – an entity which, directly or indirectly, controls or is controlled by or under common control with you
17.2 our, us or we – the Australian firm of PricewaterhouseCoopers, a partnership formed in Australia
17.3 PwC firm – an entity or partnership which carries on business under a name which includes all or part of the name ‘PricewaterhouseCoopers’, or is otherwise within or a correspondent firm of the global network of PricewaterhouseCoopers firms, each of which is a separate and independent legal entity
17.4 this agreement – these terms of business and the confirmation letter to which they are attached
17.5 training course – the training course identified in our confirmation letter to be conducted by PwC
17.6 training materials – the training materials for the relevant training course in whatever form (whether oral, written, electronic or visual) prepared by PwC
17.7 you or your – the client identified in our confirmation letter
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