Terms and Conditions
These engagement terms set out our respective responsibilities, rights and obligations for all work that we perform for you. You may accept these terms by giving us written or oral confirmation. This document sets out our basic terms and conditions of business, which, together with our engagement letter will apply to all work Strategic Mortgage Brokers undertakes for you with respect to this engagement. If there is any conflict between these terms and our engagement letter, the engagement letter shall prevail to the extent of the inconsistency. For the purposes of these terms, “Strategic Mortgage Brokers” includes its partners, employees and all its related entities.
1. Our Services
- Services provided. These engagement terms and any proposal, quote or engagement letter prepared for you (whether orally or in writing) set out the scope of services you have requested. Our work will not extend beyond that scope unless we agree in writing. We will not give you expert legal or commercial advice.
- Your obligations. You must provide clear, complete and timely instructions and all necessary information to enable us to provide services effectively, including access to appropriate members of your staff, records, documents, technology, systems and premises as necessary. You must tell us immediately if we have misunderstood you or made incorrect assumptions. Strategic Mortgage Brokers shall be entitled to rely upon the accuracy of all information provided by you, or by others on your behalf, without independently verifying it. You retain responsibility for the use of, or reliance on, advice or recommendations supplied by us in the delivery of the services.
- Assigned professional. We will assign the appropriate Strategic Mortgage Brokers professional(s) to work with you based on the nature of the work and timing involved. Only those persons working with you are obliged to advise you or disclose information to you.
- Authority. Where the services include Strategic Mortgage Brokers dealing with or assisting in the management of your records and/or other information held with or by any third party entity (including without limitation Xero, the Australian Tax Office, the Australian Securities and Investments Commission and any other government agency or authority) on your behalf, you expressly authorise Strategic Mortgage Brokers to do so and agree to grant Strategic Mortgage Brokers all relevant access to enable it to perform these services. Where applicable, this includes electronic file access to your Xero account(s) and electronic AUSkey access with the Australian Tax Office.
- Other services.
We may also offer you, either in our own right or on behalf of others, other services such as technology, legal, insurance and banking services. We may require you to enter into a separate agreement for each of those services. You authorise us to pass on your details where you indicate to us, whether orally or in writing, you’d like to take up any services we offer or refer.
2. Fees, Payment Terms and Expenses
- Our fees. Our fees will be quoted in our engagement letter to you, and may comprise upfront fees, monthly recurring fees, fees due on completion. While we predominantly charge fixed fees for provision of our services, there may be circumstances where we may need to charge fees at an hourly rate based on time spent by our professional staff at applicable hourly rates. Third party, out-of-pocket expenses incurred in connection with the engagement will also be charged to you. Note that we are committed to never charging you fees without your prior authority.
- Payment terms.
- Upfront fees will be billed in advance of work commencing and are payable on invoice in order for work to commence.
- Monthly recurring fees will remain in force for the initial engagement period as specified in our engagement letter, ending at the end of the financial year. At the end of the initial engagement period, your service will automatically renew through to the end of the next financial year, unless otherwise agreed. We will confirm the applicable recurring fees no later than one month prior to the end of the engagement period, noting that we review our recurring fees annually. Invoices will be issued in advance on the 1st day of each month.
3. Information Disclosure
We will keep confidential all confidential information you provide to us. We may disclose your information: (a) to our employees, our associated entities and their employees; (b) in confidence, to third parties engaged to provide services on your behalf (eg experts, data storage services), or to our advisers, insurers or other third parties to improve our services and/or obtain feedback; (c) in our marketing or tender documents, unless you direct us not to; (d) where required or permitted by law; or (e) as otherwise authorised by you.
4. Intellectual Property
We retain copyright and own all intellectual property rights in documents we create in connection with providing services to you. This includes without limitation process documentation, financial models and other methods of providing information. You may use these documents only in connection with the provision of services to you, unless we agree otherwise in writing. You warrant that our use of any documents or intellectual property you provide to us will not infringe any other person’s intellectual property rights.You agree to refrain from sharing any of our documentation with any other person that is not related to the provision of services to you, whether for their commercial or non-commercial use, without our written consent. You agree to do so acknowledging that sharing our documentation may result in a breach of our intellectual property rights the nature of which could cause us financial loss.
5. Privacy and Direct Marketing
- Personal information. We may collect personal information about you and your representatives and employees in the course of acting for you. This personal information will only be disclosed and used for the purposes of providing you the agreed services, improving our services and obtaining feedback, or otherwise in accordance with your instructions.
- Your consent. You consent to our use of your contact details to maintain an ongoing professional relationship with you and any associated entity, including to provide updates, invitations and other communications we consider may interest you. You may have rights under the Privacy Act 1988 (Cth) to obtain access to personal information we hold. You may ask us not to send direct marketing materials to you by contacting us by email at .
6. Records and Documents
- Storage. We may store your information or files electronically in our ordinary IT systems (including IT systems, cloud servers or other servers provided by third parties). You consent to such storage and agree we do not need to take any additional steps to secure them beyond our ordinary security steps. We will give you an electronic copy of your records on request but can retain a copy at your cost. If you require us to deliver hard copies of any documents, we can first make a copy at your cost.
- Electronic mail. If you ask us to transmit any document to you electronically, you agree to release us from any claim you may have as a result of any unauthorised copying, recording, reading or interference with that document after transmission, for any delay or non-delivery of any document and for any damage caused to your system or any files by the transmission (including by any computer virus).
- Authority. You authorise us to destroy all your documents (whether in paper or electronic form) seven years after our engagement ends.
7. Conflicts of Interest
- We attempt to identify any actual or potential conflicts prior to commencing an engagement. If we become aware of an actual or potential conflict we will advise you and will discuss the issue with you, subject to confidentiality duties owed to other clients. If our professional obligations require us to cease to act for you we must do so.
- To reduce the likelihood of a conflict, please provide the names of related and/or associated entities to include in any internal conflict check(s). You acknowledge we will not be able to conduct complete internal conflict checks if you limit the way we perform those checks.
- By notice. You may terminate our engagement at any time by giving us one month’s written notice. We may terminate our engagement at any time by giving you written notice where: (a) we determine our professional responsibilities require us to withdraw from providing services due to an actual or potential conflict of interest; (b) you do not pay an invoice in full within 14 days of the date of the invoice for work done, or you do not pay a requested advance payment for future costs; (c) for any other just cause, including any breakdown of relationship between Strategic Mortgage Brokers Finance and you. We may also terminate our engagement by giving you reasonable written notice of our intention to terminate.
- Material breach. Each of us may terminate this Agreement if: (a) the other party commits any material or persistent breach of its obligations under this Agreement (which, in the case of a breach capable of remedy, shall not have been remedied within 14 days of receipt by the party in breach of a notice identifying the breach and requiring its remedy); or (b) the other party becomes insolvent; or (c) our services are suspended or we have been entitled to suspend our services for more than 14 days.
- Costs on termination. Regardless of how this agreement is terminated, you agree to immediately pay all our fees and expenses incurred up to the date of termination. For a fixed fee service, you must immediately pay us all charges and expenses and that part of the fixed fee which we reasonably estimate has been incurred up to or cannot reasonably be avoided as at the date of termination. We reserve the right to retain your money, documents and/or any proprietary information until all amounts due and owing to us have been paid including after our engagement has been terminated (subject to any applicable professional conduct rules). This right survives your bankruptcy or liquidation, subject to any applicable legislation.
9. Complaints and Dispute Resolution
- Complaints. If you have any queries or complaints about the conduct of our service or costs, please discuss these directly with us and we will attempt to resolve your concerns. If you are still not satisfied, please contact the partner in charge of the Strategic Mortgage Brokers office with which you are dealing.
- Resolution. If the problem cannot be resolved, the parties agree to enter into mediation, or some other form of alternative dispute resolution, before commencing legal proceedings.
- Suspension. In the event of a dispute, or where fees remain unpaid beyond the due date, we reserve the right to suspend provision of our services until such time as the dispute is resolved or the fees are paid. Suspension of our services will not affect your obligation to pay us for services rendered to the date of suspension.