Terms and Conditions of Business
The Terms and Conditions of Business outline the rules, obligations, and responsibilities between our company and our clients. They detail the scope of services, payment terms, and dispute resolution processes. By using our services, you agree to abide by these terms.
Definitions
For the purpose of these Terms and Conditions of Business, the following definitions apply:
1st Verified means 1st Verified Pty Ltd (ACN 661 371 295).
- Annualised Fee means the amount equal to 12 times the applicable Monthly Fee.
- Associated Entity means a related body corporate or related entity of the Client as defined by the Corporation Act 2001 (Cth), or any entity in which the Client owns more than 5% of the issued capital in the company.
- ATO means the Australian Taxation Office.
- Client means the entity described in the Schedule.
- Commencement Date means the date set out in the Schedule or as otherwise agreed by 1st Verified.
- Force Majeure Event means any circumstance beyond the reasonable control of a party which results in a party being unable to perform on time an obligation under these Terms, including but not limited to power outages, natural disasters, acts of God, government action or interference, labour shortages, national emergencies and acts of war.
- Monthly Fee means the fee specified in the Schedule as varied in accordance with these Terms.
- Personnel means any accountant and/or bookkeeper introduced and placed with the Client by 1st Verified in accordance with these Terms.
- Placement Term means the term during which the Personnel is placed with the Client.
- Schedule means the Schedule to which these Terms are attached.
- Schedule of Rates means the rates set out in the Schedule as varied in accordance with these Terms.
- Services means the outsourced accounting and bookkeeping services provided by 1st Verified to the Client.
- Solicitation Fee means an amount equal to 20% of the Annualised Fee.
- Terms means these Terms and Conditions of Business as set out herein.
General
- These Terms set out the terms and conditions on which 1st Verified agrees to provide the Services to the Client.
Services
- 1st Verified will provide the Services to the Client, and the Client will pay 1st Verified any costs pursuant to these Terms.
In its performance of the Services and prior to the placement of Personnel with the Client, 1st Verified will take reasonable steps to:
- evaluate the Client’s needs, objectives and processes;
- understand the accounting and/or bookkeeping role(s) the Client needs to be filled as well as the requirements of those roles; and
- interview a short list of candidates (selected by the accounting firm in Iran or Dubai/UAE) and select the right Personnel for the Client based on the Client’s needs as communicated to 1st Verified.
- Once the candidate(s) are selected for the Client, 1st Verified will place the Personnel to perform services for the Client.
Costs
- The Client agrees to pay the Monthly Fee(s) during the Placement Term. The Monthly Fee(s) is non-refundable. Upon confirmation of the Client’s instructions to proceed with the Services, 1st Verified will issue an invoice for the first Monthly Fee(s).
- Thereafter, 1st Verified will issue monthly invoices for the Monthly Fee(s) which must be paid by the Client to 1st Verified in advance. All invoices are payable within seven (7) days.
- The Client acknowledges that the Monthly Fee has been calculated based on:
- the Personnel listed in the Schedule;
the ordinary working hours listed in Schedule; - the scope of work to be performed by the Personnel described in the Schedule; and
the Schedule of Rates.
- the Personnel listed in the Schedule;
Placement of Personnel
- The Personnel will provide the scope of work described in the Schedule and/or as otherwise agreed between the Client and 1st Verified.
- The Personnel will be placed with the Client on a rolling month-to-month basis from the Commencement Date until terminated in accordance with these Terms.
- Where the Placement Term exceeds 12 months, 1st Verified reserves the right to adjust the Monthly Fee(s) by giving the Client written notice.
The ordinary working days and hours of the Personnel are set out in the Schedule. All Personnel are required to maintain and log with 1st Verified time sheets of work performed for the Client during the preceding week.
Communication and workflow
- The Client acknowledges that, unless otherwise advised by 1st Verified, all Personnel are located in Iran or Dubai,UAE.
- The Client agrees that their first point of contact with respect to the Services is 1st Verified. All communication is to occur via email or Zoom, unless otherwise advised by 1st Verified.
- Where the Client requires a task to be performed by the Personnel, the Client must first communicate that task to 1st Verified who will then assign the task to the selected Personnel.
Client’s obligations and acknowledgments
- In relation to the Personnel, the Client must:
provide training to the Personnel on all relevant processes and policies of the Client necessary to enable the Personnel to comply with all relevant requirements under applicable laws and legislation which are relevant to the Personnel’s performance of their services;
provide the Personnel with objective and realistic KPIs against which the Personnel’s performance can be measured and reviewed;
on an ongoing basis, provide the Personnel with all information necessary to enable the Personnel to provide their services; and
ensure that the Personnel are able to easily access, at any time, all information relevant to the Personnel’s role. - In exchange for receiving the Services, the Client:
agrees to provide 1st Verified with weekly feedback regarding the performance of the Personnel;
agrees to inform 1st Verified, as soon as practicable, of any unforeseen changes, new developments or other issues that impact or influence the provision of the Services;
agrees to provide 1st Verified with accurate information regarding the work that the Client requires to be performed, as well as the skills, qualification and experience required by the Client and any other information 1st Verified reasonably requests in connection with the Services;
must comply with its confidentiality, privacy and ownership obligations under these Terms;
must comply with all applicable legislation in respect of its dealings with the Personnel and not do anything that may cause 1st Verified to breach its obligations to the Personnel under any applicable legislation; and
must comply with the remaining provisions of these Terms. - The Client acknowledges and agrees that:
the timely completion of the tasks required to be performed by the Personnel depends on the Client’s cooperation and responsiveness and that the time estimates for completion of tasks may vary in the case of the Client’s lack of cooperation and/or responsiveness;
the Personnel will be located in Iran or Dubai/UAE and the Client expressly agrees to the disclosure of the Client’s information to the Personnel, including but not limited to bank statements, credit card statements and receipts/invoices;
the Client’s information is subject to the law of Australia; and
nothing in the statements made to the Client by 1st Verified shall be construed as a promise or guarantee about the outcome of any matter. - With respect to the Services, the Client is responsible for ensuring the reliability, accuracy and completeness of any records and all information provided to 1st Verified and/or the Personnel.
Non-solicitation
- The Client agrees that it shall not, without 1st Verified’s prior written consent, directly or indirectly:
- induce or attempt to induce any Personnel to terminate his or her engagement with 1st Verified;
- in any way materially interfere with the relationship between any Personnel and 1st Verified; and/or
- hire or attempt to hire or engage, in any manner, any Personnel as an employee, contractor, agent or otherwise.
- During the term of this engagement and for a period of twelve (12) months after the termination of this engagement, if the Client or any Associated Entity offers a position of any kind to the Personnel, and the Personnel subsequently is engaged by the Client or any Associated Entity in any manner, either directly or indirectly, as an employee, contractor or agent, the Client will be liable to pay the applicable Solicitation Fee to 1st Verified.
- The Client must notify 1st Verified as soon as the Personnel has been solicited and/or engaged in any way by the Client or an Associated Entity in any capacity.
Non-solicitation
- 1st Verified will use reasonable endeavours to maintain the confidentiality of the Client’s information acquired during the engagement. Information will not be disclosed by 1st Verified to other parties except in the proper performance of the Services, as required or allowed for by law or professional standards, or with the Client’s express consent.
- The Client agrees to keep confidential all information and documents produced by 1st Verified in respect of or arising out of the Services, including the Engagement Letter and these Terms, working papers, documents, reports, information and methodology.
- These confidentiality obligations survive termination of these Terms.
Privacy
- 1st Verified and the Client agree to comply with the Privacy Policy 1988 (Cth) and the Australian Privacy Principles, and other applicable data protection laws that may be in force from time to time and which regulate collection, storage, use and disclosure of personal information.
- Ownership of documents
- All original documents obtained from the Client during the engagement shall remain the Client’s property.
- All documents produced by 1st Verified or the Personnel will remain the property of 1st Verified, subject to any statutory obligations.
- 1st Verified shall be entitled to retain, by way of lien, any funds, property or documents in 1st Verified’s possession in the event of a dispute until all costs, disbursements, interest and other moneys due have been paid.
- Responsibility of backup of accounting file and other supporting documents
- The responsibility of backup maintenance of the accounting file and supporting documents rests with the Client.
- It is the Client’s responsibility to ensure that its electronic data is backed up securely. 1st Verified and the Personnel takes no responsibility for any failure to backup bookkeeping work or other records.
- Destruction of documents and files
- The release of the Client’s property by 1st Verified is subject to 1st Verified’s accounts being paid in full. Should any of the Client’s property remain in 1st Verified’s possession following 1st Verified’s request to collect it, 1st Verified will hold the property for no more than seven (7) years before destroying it.
- Electronic mail and storage of data
- 1st Verified is able to send, receive and store electronic mail and information. However, such mail and storage may be copied, recorded, read or interfered with by third parties while in transit. The Client releases 1st Verified from any claim the Client may have as a result of any unauthorised copying, recording, reading or interference with any mail or information after transmission, for any delay or non-delivery of any mail or information and for any damage caused to the Client’s system or any files by a transfer.
- Offsite data storage is being by 1st Verified (“cloud storage”). Data held and stored “in the cloud” is protected by internal and external firewalls and limited access via file passwords. By accepting these Terms, the Client acknowledges and agrees that its personal information may be stored overseas.
Data security
- 1st Verified will take reasonable steps to protect the unauthorised disclosure of the Client’s information. As at the Commencement Date, such measures include:
- procuring that the Personnel sign non-disclosure agreements in relation to the Client’s data;
- training the Personnel on data security precautions;
- having in place IT security arrangements;
- only allowing authorised Personnel to access the Client’s information; and
- putting in place policies around the Personnel’s use of laptops and access to Client information.
Invoicing
- 1st Verified will issue invoices to the Client on the first day of each month and each invoice is payable within seven (7) days.
- Where monies owed by the Client remain outstanding for seven (7) days past the agreed due date for payment, 1st Verified reserves the right to suspend performing any services or completing any work for the Client.
- The Client’s obligation to pay the Monthly Fee(s) in accordance with these Terms does not cease during any suspension of the Services.
- 1st Verified also reserves the right to forward any debt owed by the Client to a collections agency and all charges associated with this process will be the responsibility of the Client
Liability and Indemnity
- To the maximum extent permitted by law, 1st Verified is not liable to the Client in respect of any damage, loss or injury of any nature or kind as a result of:
- the placement of the Personnel;
- the acts or omissions of the Personnel;
- the lack of skill, qualifications or expertise of the Personnel; and/or
- any false or misleading information provided by the Personnel to 1st Verified or the Client (including but not limited to, information related to their skill, experience, expertise or qualification).
- Notwithstanding any other provision of these Terms, in no event shall the liability of 1st Verified exceed an amount which is equal to the Monthly Fee/s paid by the Client in the two (2) months immediately preceding the claim.
- 1st Verified will maintain professional indemnity insurance during the Placement Term. 1st Verified’s liability is also limited by a scheme approved under Professional Standards Legislation.
- The Client agrees to indemnify and keep indemnified, 1st Verified and its directors, officers, employees and agents from and against all actions, claims, proceedings, demands, liabilities, penalties, loss damage, expenses and costs (including legal costs on a full indemnity basis) that may be brought against 1st Verified or which 1st Verified may pay, suffer, sustain or incur as a direct or indirect result of:
- any failure by the Client to comply with its obligations under applicable legislation (including but not limited to its obligations to the Personnel);
- any breach of these Terms by the Client; or
- any act or omission by the Client or its employees or agents.
Termination of Engagement
- 1st Verified’s engagement will commence on the date that these Terms are accepted by the Client (or such other date agreed to by 1st Verified) and will continue until terminated in accordance with these Terms.
Either party may terminate these Terms at any time upon the giving of at least one (1) month written notice. For the avoidance of doubt, the Monthly Fee remains payable during any termination notice period.
1st Verified may terminate these Terms without notice and may immediately withdraw the Personnel’s position with the Client under any of these circumstances:- while any invoices or fees remain unpaid;
- if the Client has breached any of these Terms;
- if there are ethical grounds which 1st Verified considers it must cease working with the Client (including conflict of interest); or
- if in 1st Verified’s sole discretion it considers it is no longer appropriate to act for the Client.
- Notwithstanding termination of these Terms by either party, nothing shall prevent the Client’s obligation to make payment of any applicable Solicitation Fee or any other fees due under these Terms.
Force Majeure Event
If 1st Verified and/or the Personnel are wholly or partially unable to perform their obligations under these Terms because of a Force Majeure Event, then:- 1st Verified may notify the Client of the extent to which 1st Verified or the Personnel is unable to perform its obligations;
- 1st Verified will use reasonable endeavours to mitigate the effect of the Force Majeure Event; and
- 1st Verified will not be liable to the Client for any liability the Client suffers or incurs as a result of the Force Majeure Event.
- A Force Majeure Event does not relieve the Client from any obligation to make payment of any money owed under these Terms.
Tax
- The Client is responsible for all duty and taxes (including but not limited to GST) payable in connection with the Services whether pursuant to Australian legislation.
General
- In these Terms, a reference to “$” or “dollar” is to Australian currency.
- Severance
If a provision, or part of a provision, of these Terms is void or voidable that provision, or part, is severed and the remainder of these Terms have full force and effect.
General
- In these Terms, a reference to “$” or “dollar” is to Australian currency.
- Severance
- If a provision, or part of a provision, of these Terms is void or voidable that provision, or part, is severed and the remainder of these Terms have full force and effect.
- Entire Agreement
- These Terms contain the entire agreement between the Client and 1st Verified with respect to its subject matter. These Terms set out the only conduct relied on by the Client and supersedes all representations, conduct, contracts, expectations or arrangements by 1st Verified with respect to its subject matter.
- Assignment
- The rights and obligations of each party under these Terms are personal. They cannot be assigned, changed or otherwise dealt with (except as expressly provided under these Terms), and neither 1st Verified nor the Client will attempt or purport to do so, without the prior written consent of the other.
- Variation
- Unless otherwise specified, these Terms may only be varied with the consent of both parties.
- Waiver
- No failure to exercise or delay in exercising any right, power or remedy under these Terms will operate as a waiver, nor will any single or partial exercise of any right, power or remedy preclude any other or further exercise of that right, power or remedy.
- Governing Law
- These Terms will be governed by, constructed by and take effect in accordance with the laws of New South Wales and 1st Verified and the Client submit to the non-exclusive jurisdiction of New South Wales.
Acceptance of Terms
- Acceptance of Terms
- The Client may accept these Terms by:
- signing and returning these Terms to 1st Verified;
- accepting the Services including placement of the Personnel; and/or
- continuing to instruct 1st Verified in any other way.
- The Client may accept these Terms by:
