RSMDA Terms and Conditions

RSM Digital Australia Pty Limited ABN 53 619 724 551

Our Terms of our Engagement with You

Purpose, Scope and Output of the Engagement

We have agreed to perform the following services for the above named: 

Management of Subscriptions for 3rd Party Software (“Managed Subscription Services”)

• Where agreed between us, management of your subscriptions to 3rd party software may be provided.  The management of these subscriptions will be undertaken by RSM Digital Australia Pty Ltd (“RSMDA”) 
• All Managed Subscription Services, where we manage this for you, are provided to you by RSMDA. You may receive pricing below recommended retail subscription price. Pricing to you will never exceed the vendor’s retail subscription price but may exceed the cost to RSMDA and covers the cost of managing your service and providing associated online services.

Limitation of Liability

RSMDA is an affiliate of RSM Australia Pty Limited (“RSM”). Our liability is limited by a scheme approved under Professional Standards Legislation. Further information on the scheme is available from the Professional Standards Councils website: https://www.psc.gov.au/ .

Specific Exclusions and Limitation of Liability

Without limitation of and without derogating from any other limitation of liability applicable to this engagement, you agree that wherever we provide Managed Subscription Services to you the following exclusions or limitation of liability provisions shall apply to any liability sought to be imposed on us.  If it is found that any of the exclusions or limitations expressed below are inconsistent with any other provision of this Agreement then the provisions below will supersede such other provisions only to the extent of the inconsistency:

1. You agree to waive and release us from all and any claims, liability, loss or damage whatsoever arising out of any loss that you suffer as a result of us ceasing or suspending the provision of the Managed Subcription Services as a result of you failing to fulfil any payment obligations owed to us under this Agreement or by reason of any circumstances beyond our reasonable control;

1. You agree to waive and release us from all and any claims, liability, loss or damage whatsoever arising out of any loss that you suffer as a direct or indirect result of the acts or omissions of any third party software provider that we may recommend and/or implement in the performance of this engagement. For example and without limitation, if the third party software provider has an outage or experiences any data breach or data loss then you acknowledge that such matter is beyond our reasonable control and we shall have no liability to you in respect thereof;

1. Our services will generally result in the recommendation of third party software that suits your requirements.  Such services constitute Technology Consulting Services and are provided to you by RSM Australia Pty Ltd and are subject to the terms and conditions of those services. 

1. We, shall not be liable to you for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to damages for damages to property, loss of profits or revenue, loss of data, goodwill, or any other tangible and intangible losses, even if we have been advised of the possibility of such damages arising.

1. We are not liable for any loss or damage, including consequential damages, beyond our control which you sustain as a direct or indirect result of the provision of the Managed Subscription Services;

1. RSMDA is not a software provider.  Any software used by you via your Managed Subscription Services is subject to the terms and conditions of the vendor who provides that software.  RSMDA accepts no liability whatsoever that might arise from your relationship with the vendor who provides that software or from the use of the software itself. You are liable to observe the terms and conditions of use of that software.

Confidentiality 

In conducting this engagement, information acquired by us in the course of the engagement is subject to strict confidentiality requirements. That information will not be disclosed by us to other parties except as required or allowed for by law, or with your express consent.

We wish to draw your attention to our firm’s system of quality control which has been established and maintained in accordance with the relevant APESB standard. As a result, our files may be subject to review as part of the quality control review program of Chartered Accountants Australia and New Zealand which monitors compliance with professional standards by its members. We advise you that by accepting our engagement you acknowledge that, if requested, our files relating to this engagement will be made available under this program. Should this occur, we will advise you.

Electronic Communication 

Unless otherwise agreed with you, we may correspond by means of the Internet or other electronic media or provide information to you in electronic form.  We may also deliver our final report or other key documentation in electronic form.  Unless agreed otherwise, we may accept any correspondence received containing electronic signatures as having been signed by yourselves.  Where you request to receive electronically any report or correspondence containing opinions or advice, we will not be responsible for any unauthorised copying, interception, interference or delivery failure of the transmission.  While it is our policy to check our email correspondence and other electronic information with anti-virus software, we similarly cannot guarantee that transmissions or other electronic information will be free from infection.

Privacy

We are committed to complying with the Privacy Act 1988 (Cth) and the Australian Privacy Principles when collecting, holding, using or disclosing personal information concerning your shareholders, members, customers, employees and other individuals with whom you have dealings (“stakeholders”). 

As personal information concerning your stakeholders will be collected from you rather than from the relevant individuals, we require you to ensure that those individuals are fully informed of the matters contained in this clause, including that we collect, or have collected, the stakeholders' information and the circumstances of that collection. You agree to provide the stakeholders with a copy of any privacy collection notice which we provide to you for that purpose.

If we become aware that your stakeholders have not been made aware of the collection, holding, use or disclosure of their personal information by us as part of this engagement, you agree that we can, if necessary, take action to inform them of those matters.

We collect personal information concerning stakeholders to allow us to provide professional financial and advisory accounting services to you.  We may disclose stakeholders' personal and sensitive information to third parties where required by law or by a Court or other tribunal, regulations (including those made under the Corporations Act), professional duty or as is requested by regulatory authorities, and to lawyers, bankers and financial advisers of such parties, in the usual course of providing you with our services. As part of an international network of firms, we may exchange information between network firms located overseas. The full list of the countries where network firms are located is available at www.rsm.global.

We may also provide personal information to overseas third party contractors, software providers or service providers in the course of providing our services to you, including processing of your information.

Our Privacy Policy (which can be accessed at https://www.rsm.global/australia/privacy-policy) contains information about how stakeholders can access and seek correction of their personal information held by us and complain to us about a breach of the Australian Privacy Principles, and how we will deal with such a complaint.

Ownership of Documents and other data

All original documents obtained from the client arising from the engagement shall remain the property of the client. However, we reserve the right to make a reasonable number of copies of the original documents for our records. 

The firm has a policy of exploring a legal right of lien over any client documents or data in our possession in the event of a dispute. The firm has also established dispute resolution processes.

Should we establish any accounting and other data files for you, those files -

• Will remain your property;
• Will not be established without your authorisation, granted by your agreement to this proposal;
• Are subject to the terms and conditions of the nominated software provider with which you should become acquainted.  If you require us to provide a link to this information please let us know.

“Accounting and data files”, for the purposes of the above terms, do not include software and other tools, whether cloud or server-based, or access thereto, used by RSM Australia in providing advice or any designated reporting or similar service to you.  You acknowledge that RSM Australia has no control over the terms and conditions imposed by any third party software provider and that those terms and conditions may change at any time.

You acknowledge that RSM Australia has no control over the terms and conditions imposed by any third party software provider and that those terms and conditions may change at any time.