Important: these Terms and Conditions govern your engagement with Tax Depreciation Australia Pty Ltd. By accepting a TDA Quotation, you agree to these terms. For a copy of the executed document, email info@tdaqs.com.au.

Tax Depreciation Australia Pty Ltd Terms of Engagement

1. Definitions and Interpretations

1.1. These definitions apply unless the contrary intention appears:

Agreement means this Terms of Engagement;
Business Day means a day on which business between banks may be carried on and is not a public holiday in Australia;
Claim includes any claim, including a notice, demand, debt, account, action, expense, cost, lien, liability, claim, loss, suit, damages, proceeding, litigation (including reasonable legal costs), causes of action, penalties, fines, sanctions, investigation or judgment of any nature, or any other associated costs or expenses, whether known or unknown;
Client/You means you, your employees, contractors, agents and any related person to whom TDA provides services to in accordance with the Agreement;
Client’s Site means any other site or location other than the premises from which TDA carries on its business operations;
Competent Authority means:
1. the Crown in the right of the Commonwealth of Australia or any State or Territory of Australia;
2. any present or future government or governmental, semi-governmental, administrative, fiscal, judicial or arbitrational department, commission, authority, tribunal, agency, body or entity; and
3. any present or future representative, delegate or agent of, or

Confidential Information means all confidential or commercially sensitive or valuable information belonging to a party that the other party knows or ought to reasonably know would be commercially sensitive but excludes information that is or becomes part of the public domain other than by reason of a breach of the Agreement by the non-disclosing party or it is acquired from a third party entitled to disclose it;
Consequential Loss means any loss of profit, loss of business opportunity, special losses or loss of contract or any consequential, indirect or incidental loss.
Deliverable means any document or material, such as a report, assessment, plan, study, evaluation, recommendation, forecast, or similar item, that TDA will supply to the Client within the scope of the Services outlined in this Agreement;
Fees means TDA’s fees as set out in the Quotation provided to the Client or as otherwise agreed under this Agreement;
GST means as defined under section 195-1 of the A New Tax System (Goods and Services Tax) Act 1999 (Cth);
Insolvency Event means:
1. if the Client is incorporated, it:
  1. ceases to be solvent within the meaning of the Corporations Act2001 (Cth);
  2. is the subject of an application for winding up;
  3. calls a meeting of its creditors;
  4. has a receiver appointed over all or a substantial part of its assets;
  5. passes a resolution for its winding up; or
  6. compromises with its creditors; or
2. if the Client is not incorporated, the Client:
  1. commits an act of bankruptcy;
  2. calls a meeting of the Client’s creditors;
  3. has a receiver appointed over all or a substantial part of the Client’s assets; or
  4. compromises with the Client’s creditors;

Intellectual Property Rights means any intellectual property rights, including Moral Rights, whether registered or not, whether arising now or in the future, on any legal basis. This includes rights in relation to copyright, patents, inventions, trademark, design, trade secrets, know how, goodwill, reputation and Confidential Information;
Moral Rights has the meaning given to it in the Copyright Amendments (Moral Rights) Act 2000 (Cth) and includes rights of integrity of authorships, rights of attribution of authorship and similar rights that exist or may come to exist anywhere in the world;
Personnel means our directors, officers, employees, agents, consultants/contractors, licensors, partners and affiliates;
Quality Standards means all standards, codes, specifications and requirements to be complied with pursuant to the Agreement or by law.
Quotation means TDA’s written proposal for the Services and the applicable Fees for such Services in accordance with this Agreement;
Services means the tax depreciation services set out in the Quotation and any other services to be provided by TDA to the Client under this Agreement as agreed .between the Client and TDA;
TDA/We/Us means Tax Depreciation Australia Pty Ltd.

1.2. Unless the contrary intention appears, in this Agreement:

a reference to a document (including this Agreement) includes any variation or replacement of it;
a reference to a statute, ordinance, code or other law includes regulations and other instruments under it and consolidations, amendments, re-enactments or replacements of any of them;
the singular includes the plural and vice versa;
the word “person” includes an individual, a firm, a body corporate, a partnership, joint venture, an unincorporated body or association, or any authority;
a reference to a particular person includes the person’s executors, administrators, successors, substitutes (including persons taking by novation) and permitted assigns;
a reference to a body or authority includes a reference to, if that body or authority ceases to exist, the body or authority which has substantially the same functions and objects as the first body or authority;
an agreement, representation or warranty in favour of two or more persons is for the benefit of them jointly and each of them individually;
a reference to a group of persons or things is a reference to any two or more of them jointly and to each of them individually;
a reference to Australian dollars, dollars, A$ or $ is a reference to the lawful currency of Australia;
if a period of time dates from a given day or the day of an act or event, it is to be calculated exclusive of that day;
This Agreement is governed by and is to be construed in accordance with the laws in force from time to time in New South Wales, Australia and the parties irrevocably submit to the exclusive jurisdiction of the courts in that State;
A notice or other communication connected with this Agreement must be in writing and given by a party, its authorised officer or its lawyer to the address of the party as set out in this Agreement or Quotation or as otherwise notified by that party from time to time;
This Agreement must not be varied except by writing duly executed by all relevant parties;
a day is to be interpreted as the period of time commencing at midnight and ending 24 hours later;
the words “including”, “for example” or “such as” when introducing an example, do not limit the meaning of the words to which the example relates to that example or examples of a similar kind;
if an act under this Agreement to be done by a party on or by a given day is done after 5.30pm on that day, it is taken to be done on the next day;
a reference to time is a reference to time in Sydney, New South Wales;
the word “law” includes common law, principles of equity, and laws made by parliament (and laws made by parliament include State, Territory and Commonwealth laws and regulations and other instruments under them, and consolidations, amendments, re-enactments or replacements of any of them); and
a reference to anything (including any amount) is a reference to the whole and each part of it.

2. Acceptance and Scope of Services

This Agreement commences when TDA receives written confirmation of acceptance (including via email) or verbal authorisation to proceed from the Client.
You acknowledge when we issue tax depreciation reports, we have the sole discretion to omit plant and equipment items that you as our client cannot claim, based on our interpretation of information provided by the client, our experience and legislation in force at the time.
Our Quotation and the Fees provided do not cover future updates/amendments to the reports regardless of whether the Client alters or updates the information they provide. Each update made to the reports as part of our Services will be quoted on a case-by-case basis.
TDA will conduct either a desktop, virtual or physical inspection as necessary. When desktop or virtual inspections are undertaken online tools are used to qualify information included in the tax depreciation report.
If the Client has made additions to the property and necessary information is missing, and it remains unavailable after two requests from TDA, we will exclude or estimate these additions from the report to expedite its finalisation. TDA strongly recommends the client review the report with their accountant/tax advisor before utilising it in their tax returns.
It is the Client’s responsibility to ensure the timely provision of all necessary materials, documents, instructions, and other information to enable TDA to carry out the Services in accordance with this Agreement. We will strive to meet and exceed turnaround times; however, in instances where we await information or payment for our Services, or during peak periods, our turnaround times may extend.
Any instructions, materials, documents, or information provided by the Client’s representative to TDA will be considered as given by the Client.
The Client has the authority to issue further instructions and request alterations to the Services in writing to TDA as necessary. TDA may accept such reasonable instructions or variations at additional cost to the Client.
In instances where Clients opt not to complete our application form, which includes the provision of this Agreement, but instead engage us verbally or through email, the Client is bound by the terms and conditions of this Agreement.

3. Electronic Communication

We communicate electronically with Clients and other parties using email and electronic data storage. You consent to us communicating electronically with or for you, and you acknowledge and agree there are risks in using email and you accept those risks including interception by third parties, non-receipt or delayed receipt of messagescomputer viruses and similar damaging items can be transmitted through emails and data introduced into your system. We use virus-scanning software to reduce these risks and ask that you do the same. You acknowledge it is not possible to eliminate these risks entirely If we communicate electronically with or for you, you release us to the fullest extent permitted by law from all claims, losses, actions, expenses and liabilities caused by any of the risks referred to in this clause including (a) above and arising directly or indirectly out of that communication.

4. Your Documents

You acknowledge not all documents on our file are your property and we retain all rights, title and interest in all our memoranda including file notes, working papers, accounts or internal emails.
On completion of your work or following termination of our Services by either party, we will retain your documents for 7 years. Your agreement to these terms constitutes your authority for us to destroy the file after those 7 years. This authority does not relate to any documents which are deposited in safe custody which will, subject to agreement, be retained on your behalf indefinitely.
We are entitled to retain your documents while there is money owing to us for our costs and third party disbursements.
Your agreement to these terms constitutes your authority for us to charge you for providing documents upon your request. You will also be liable for our reasonable cost of storing and retrieving documents in storage.
Where permitted by law, we may elect to hold some or all of your documents solely in electronic form. Where your documents are held by us in electronic form, only electronic copies of them will be provided to you. Those copies will be provided in a reasonable electronic format, usually the same format in which we hold them.
You agree that we may also retain copies of your documents, for our own regulatory, insurance and other reasonable internal purposes.

5. Precedence of this Agreement

This Agreement takes precedence over any other terms and conditions, including those of the Client if applicable, whether any such other terms and conditions are referred to in any marketing material and can only be altered through written agreement between the parties.

6. Fees

The Client must pay TDA the Fees provided in the Quotation within the time stipulated in the Quotation in advance of receiving the final release of the tax depreciation report.
If the performance of any Services cannot proceed through circumstances beyond TDA’s control, and each phase of the Services is individually priced in the Quotation, the Client is obligated to pay TDA for the completed Services and reimburse any costs incurred by TDA in anticipation of completing all phases of the Services. If the Services are not specifically or individually priced in the Quotation, adjustments due to a reduction in scope or termination will be handled according to this Agreement.
Should this Agreement be terminated prior to the completion of the Services, the Client is required to pay TDA for all Services rendered under this Agreement up to the termination date, based on the rates specified in the Quotation. The minimum charge for cancellation following a Site inspection is $150 + GST for residential properties or 15% of the Fees provided in the Quotation for commercial properties. For the sake of clarity, commercial properties include any property that is not a residential property.
If the scope of the Services is reduced, or if any Services fail to progress, or if the Agreement is terminated, the Client is responsible for reimbursing TDA for any costs associated with demobilising its operations, reducing Personnel, and other expenses arising from or related to the reduction in scope of Services, failure to progress with any Services, or termination of the Agreement.

The Fees provided are based on the current available information and may be subject to change as the matter progresses and additional information becomes accessible to us. Key factors influencing these estimates include:

Alterations to your instructions throughout the duration of the matter;
Additions to the instructions;
Adjustments in the extent and intricacy of work required to fulfill those instructions;
The time it takes to complete the matter; and
Unforeseen circumstances and other unexpected events.

Invoices will be sent to you in accordance with the billing arrangements set out in the Quotation, or otherwise at your request however, such frequency of issuing the invoices will be at our final discretion.
Without diminishing any other recourse available to TDA, TDA reserves the right to impose interest charges on any outstanding Fees and expenses beyond the due date, at the interest rate of 12% per annum. Such interest will accrue daily from the due date until the payment date. Interest will become payable after 30 days of the report being completed and the initial request for payment made unless otherwise agreed in writing with TDA. Payment options are considered on a case-by-case basis at TDA’s sole discretion.
TDA retains the authority to suspend the provision of any Services if the Client fails to settle all outstanding amounts as specified in a Quotation.
The Client does not have the right to withhold or set off any portion of the Fees or expenses stipulated in an invoice issued by TDA due to any dispute between the Client and TDA, or due to any set-off or counterclaim by the Client.

7. Performance of Services

TDA will perform the Services within the agreed timeframes between the Client and TDA; however, these are approximate estimates, and TDA cannot be held liable for any claims arising from delays or non-performance of the Services..
The Client is responsible for compensating TDA for any reasonable expenses incurred resulting from delays in the provision of Services that are beyond TDA’s reasonable control.
In the event any Personnel are required to visit a Client Site for the performance of Services, the Client must ensure that the Site adheres and complies with all relevant laws and requirements including maintaining the necessary insurances relating to workplace health and safety.

8. Disclaimer

To the maximum extent permitted by law, TDA and its Personnel expressly disclaim all conditions, representations and warranties (whether express or implied, statutory or otherwise) in relation to your use of our Services.

9. Privacy and direct marketing

TDA may pay a commission or administration fee to third parties engaged in promoting or marketing the Services provided by TDA at their sole discretion.
Your Confidential Information is protected under the relevant privacy laws of Australia and to know more about how we process and store your Confidential Information please visit this link to our Privacy Policy https://tdaqs.com.au/privacy-policy/. In addition to these rights, you authorise us to utilise your contact information to furnish updates and other information we believe may be of interest to you, via telephone, email, or postal mail. You may ask us not to send direct marketing materials by contacting us on 1300 417 317 or by email at info@tdaqs.com.au.

10. Confidential Information and Privacy

The Client agrees that the report provided by TDA shall not be distributed to other quantity surveying companies without receiving prior written approval from TDA.
Any unauthorised distribution or sharing of the report without TDA’s express consent constitutes a breach of this Agreement and infringes upon Intellectual Property Rights of TDA that may result in legal action or termination of Services.
Each party undertakes that it will not, either during the term or beyond the expiration of this Agreement disclose to any person the terms of this Agreement and any Confidential Information of or relating to the other party, without prior written agreement.

If either party collects or has access to Confidential Information for the purposes of the performance of Services, the parties must:

comply with the Privacy Act 1988in relation to the Services;
not use Confidential Information other than for the purposes set out in this Agreement, unless required or authorised by law;
not disclose Confidential Information without the prior written consent of the other party, unless required or authorised by law;
not transfer Confidential Information outside of Australia without the prior written consent of the other party;
fully co-operate with the other party to enable the other party to respond to applications for access to, or amendment of a document containing an individual’s Confidential Information and to privacy complaints.

11. Intellectual Property

The parties each retain all Moral Rights and Intellectual Property Rights in their respectively owned intellectual property prior to the Agreement however, TDA will own all Moral Rights and Intellectual Property Rights arising under out of or in connection with the provision of the Services to the Client.
Any Intellectual Property Rights resulting from or associated with the Services provided by TDA to the Client, including any Confidential Information, are unconditionally vested in TDA upon their creation. This Agreement does not grant the Client any rights to such Intellectual Property.
The Client is prohibited from distributing any Confidential Information and reports prepared by TDA to third parties for use in any sales or promotional materials, or any other purpose without obtaining prior written consent from TDA.

12. Termination

The Client may terminate this Agreement subject to fourteen (14) days written notice to TDA in the event of a substantial breach by TDA. TDA must address the breach within fourteen (14) days of receiving written notice from the Client, specifying the breach and requesting its rectification.The Client may terminate this Agreement if the substantal breach is not rectified within a reasonable period.
TDA has the riight to terminate this Agreement with forty eight (48) hours notice’without any obligation to the Client .
If this Agreement is terminated by either party, the Client must make all outstanding payments up to and including the date of termination (i.e., inclusive of any Services undertaken by TDA up to the date of termination and invoiced later) to TDA against all invoices issued by TDA. The Client also agrees to reimburse TDA for any reasonable costs TDA incurs in contemplation of completing all the Services under this Agreement.
TDA will not be held liable for and the Client releases TDA from all Claims in connection with or arising out of any partly completed and invoiced Services under this Agreement.
The Client must, if requested by TDA at any time during the term of this Agreement, or on the termination of this Agreement for any reason, return to TDA all property of TDA in the possession of the Client, including any Confidential Information.
The termination or expiry of this Agreement will not affect any accrued rights or liabilities of either party nor will it affect any provision of this Agreement which is expressly or by implication intended to come into force or continue on or after the termination or expiry.

13. Exclusion of Liability

To the maximum extent permitted by law, TDA and its Personnel exclude, and will not be liable to you for or in respect of, any direct, indirect, incidental, special, consequential or exemplary damages (including damages for loss of profits, goodwill or data or other intangible losses), even if we have been advised of the possibility of such damages, resulting from or in connection with:

any use of, or inability to use, this Service or our websites or other applications; or
any failure of the Services.

14. Limitation of Liability

Notwithstanding any other provision of this Agreement, the total liability of each party arising in connection with the subject matter of this Agreement, including a claim:
in tort;
under statute; or
for rectification or frustration,
or like claim available under the law governing this Agreement,
is limited to the Fee quoted in the Quotation.
This limitation shall continue to apply notwithstanding a breach of a fundamental term, rescission, repudiation, or termination for any reason or frustration, whether unintentional or by operation of law.
Notwithstanding any other provision of this Agreement, neither party will be liable to the other Party in any circumstances for any Consequential Loss arising under, out of or in connection with this Agreement.

15. Indemnity and Release

You acknowledge and agree to indemnify TDA and its Personnel from and against any Claim arising under, out of or in connection with you and the provision of the Services by TDA and/or its Personnel.
You agree to release TDA and its Personnel from any Claim that you may have against TDA arising directly or indirectly out of, or in connection with the Services and you acknowledge and agree that this release may be pleaded as a bar and complete defence to any Claims.

16. Dispute Resolution

Unless the dispute resolution procedure under this clause has been complied with, no party shall commence any action or seek any remedy in a court or by arbitration, other than for interlocutory or equitable relief.
A party must notify the other in writing of any dispute, controversy or claim (a “Dispute”) arising out of or in relation to this Agreement setting out the material particulars of the Dispute (“Notice”), and both parties must promptly endeavour in good faith to resolve the Dispute.
If the Dispute has not been resolved or an alternate method of resolving the Dispute has not been agreed within seven (7) days of the Notice, the Dispute may be submitted by either party to mediation. If theDispute is submitted to mediation and the parties do not, within seven (7) days after the Dispute is submitted to mediation, together agree on:
a mediator and the mediator’s compensation;
the procedure for the mediation; or
the timetable of each step of the procedure,
the mediation will be conducted in accordance with the Australian Commercial Dispute Centre’s Mediation Guidelines in force at the relevant time.
If a Dispute is not resolved within 45 days after the date of the Notice given in accordance with this clause (or such longer period as may be mutually agreed), either party who has complied with this clause may terminate the dispute resolution process and commence court proceedings in relation to the Dispute.
Notwithstanding the existence of a Dispute, the parties must continue to perform their obligations under the Agreement.

17. Miscellaneous Provisions

This Agreement may only be amended or modified by a written instrument executed by all of the Parties.
A waiver by one Party of any right or benefit provided in this Agreement does not infer or permit a further waiver of that right or benefit, nor does it infer or permit a waiver of any other right or benefit provided in this Agreement.
This Agreement will not be assigned either in whole or in part by the Client without the written consent of TDA. TDA may assign its rights or sub-contract its obligations under this Agreement without consent.
This Agreement will pass to the benefit of and be binding upon the Parties’ respective heirs, executors, administrators, successors, and permitted assigns.
The clauses, paragraphs, and subparagraphs contained in this Agreement are intended to be read and construed independently of each other. If any part of this Agreement is held to be invalid, this invalidity will not affect the operation of any other part of this Agreement.
All of the rights, remedies and benefits provided in this Agreement will be cumulative and will not be exclusive of any other such rights, remedies and benefits allowed by law or equity.
Time is of the essence in this Agreement.
Headings are inserted for the convenience of the Parties only and are not to be considered when interpreting this Agreement. Words in the singular mean and include the plural and vice versa. Words in the masculine gender include the feminine gender and vice versa. Words in the neuter gender include the masculine gender and the feminine gender and vice versa.

Terms and Conditions.