1. Introduction

1.1: OZLOP.COM has set out in this document its basic terms and conditions of business (the “Terms”) which, together with the Customer Service Agreement (the “Agreement”), will apply to all work OZLOP.COM undertakes for you with respect to this engagement. If there is any conflict between these Terms and the Agreement, the Agreement shall prevail.

1.2: Terms defined in the Agreement shall have the same meaning in these Terms unless otherwise defined.

1.3: For the purposes of the Terms, “OZLOP.COM” includes its partners, employees and all its related entities.

2. Our services

2.1: OZLOP.COM will provide the Services set out in the Agreement and will use commercially reasonable efforts to provide the Services in an efficient and timely manner, using the necessary skill and expertise to an appropriate professional standard.

2.2: We reserve the right from time to time, to modify or amend these Terms or any part of them. You will be informed in advance of any material changes before they become effective. Your continued use of the Service once the changes take effect shall constitute an affirmative acknowledgement of any modification and your continued agreement to be bound by the modified Terms.

3. Your obligations

3.1: You agree to pay for the Services in accordance with this Agreement.

3.2: You will provide OZLOP.COM promptly with such information as may reasonably be required for the proper performance of the Services, including access to appropriate members of your staff, records, information, technology, systems and premises.

3.3: OZLOP.COM shall be entitled to rely upon the accuracy of all information provided by you, or by others on your behalf, without independently verifying it.

3.4: You shall retain responsibility for the use of, or reliance on, advice or recommendations supplied by us in the delivery of the services.

3.5: You undertake that, if anything occurs after information is provided by you to OZLOP.COM, to render such information untrue, unfair or misleading, you will promptly notify OZLOP.COM and, if required by OZLOP.COM, take all necessary steps to correct any announcement, communication or document issued which contains, refers to or is based upon, such information.

3.6: You acknowledge that information made available by you, or by others on your behalf, to, or which is otherwise known by, partners or staff of OZLOP.COM who are not engaged in the provision of the Services shall not be deemed to have been made available to the individuals within OZLOP.COM who are engaged in the provision of the Services.

4. Confidentiality 

4.1: Both parties acknowledge that they may, in the course of the engagement, be exposed to or acquire information that is proprietary or confidential to the other party. Both parties agree to hold such information in strict confidence, and not to divulge such information except as may be required by law or judicial process, by any persons or bodies responsible for regulating that party’s business (including any regulatory or accounting profession supervisory authorities in the United Kingdom or elsewhere), as required by a party’s internal policies or as the party reasonably determines is necessary to protect its own legitimate interests.

5. Staff

5.1: You agree that during the provision of the Services, and for a period of six months thereafter, you will not make any offer of employment to any OZLOP.COM partner or employee involved in the provision of the Services, without our prior consent.

6. Benefit of advice

6.1: Unless otherwise specifically stated in the Customer Service, any advice or opinion relating to the Services is provided solely for your benefit and may not be disclosed in any way, including any publication on any electronic media, to any other party and is not to be relied upon by any other party.

6.2: During the supply of our services, we may supply oral, draft or interim advice, reports or presentations but in such circumstances our written advice or final written report shall take precedence. No reliance should be placed by you on any oral, draft or interim advice, reports or presentations. Where you wish to rely on oral advice or an oral presentation, you shall inform us, and we will provide documentary confirmation of the advice.

6.3: OZLOP.COM shall not be under any obligation in any circumstance to update any advice or report, oral or written, for events occurring after the advice or report has been issued in final form.

7. Electronic mail

7.1: 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).

7.2: You may not rely on electronically transmitted advice or opinion unless it is subsequently confirmed by a Director or authorised signatory of OZLOP.COM.

8. Fees, expenses and payment terms

8.1: The time-based fees, if any, quoted in the Agreement or as separately quoted in a fee letter will remain in force for a minimum period of 12 months from the Effective Date.

8.2: Out-of-pocket expenses incurred in connection with the engagement will be charged to you.

8.3: Unless otherwise stated, prices quoted to you and agreed are exclusive of VAT and applicable taxes.

8.4: Unless otherwise stated, accounts are to be paid within 14 days of the billing date. If they are not paid by this date, we may charge you an additional amount for the Services equal to interest on the unpaid balances at a rate equal to the Bank of England base rate +5%.

8.5: If OZLOP.COM is required (pursuant to any order, subpoena, directive or other legal or regulatory process applying to the Customer) to produce documents and/or information, answer enquiries, attend court or meetings or deal with any similar requests in relation to the Services for, or by, any judicial, regulatory, administrative or similar body or entity (including without limitation, any foreign regulator or similar), you shall reimburse us at standard billing rates for our professional time and expenses, including reasonable legal fees, incurred in dealing with those matters.

9. Problem resolution

9.1: If at any time you would like to discuss with us how the Services can be improved or if you have a complaint about them, you should immediately notify the Supplier or its representative. We will investigate any complaint promptly and do everything we can to resolve the difficulties. The preferred channel for any problem resolution is to email david.vine@ozlop.com so as it can be properly documented and resolved.

9.2: 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.

9.3: In the event of a dispute, or where fees remain unpaid beyond the due date, we reserve the right to suspend provision of the Services until such time as the dispute is resolved or the fees are paid. Suspension of the Services will not affect your obligation to pay us for Services rendered to the date of suspension.

10. Third party terms

10.1: Certain products and services that we grant you access to as part of the Service are provided by a third party (for example our payment gateway, the SaaS based Xero and QuickBooks, and the Box file storage system). You acknowledge and agree that your use of such services is subject the terms that those third parties (as may be amended from time to time). If you do not agree to these third-party terms you must not use our Services.

11. Termination of agreement

11.1: Each of us may terminate this Agreement if: the other commits any material or persistent breach of its obligations or requirements 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 the other becomes insolvent; or the Services are suspended under clause 9.3 for more than 10 normal working days.

11.2: Termination must be effected by written notice served on the other.

11.3: OZLOP.COM may terminate this Agreement immediately by providing written notice to you if there has been a change of law, rule, regulation or professional standard or a change in circumstance that would cause the continued provision of these Services under this Agreement by OZLOP.COM to violate such law, rule, regulation or professional standard or would otherwise, in the reasonable opinion of OZLOP.COM, prejudice OZLOP.COM’s ability to comply with any applicable auditor independence requirement.

11.4: Termination under this clause shall be without prejudice to any rights that may have accrued for either of us before termination and all sums due to us shall become payable in full when termination takes effect.

12. Disclaimer of warranties

12.1: Our Services are provided “as is.” We disclaim all warranties of any kind, express or implied, including, without limitation, the warranties of merchantability, fitness for a particular purpose and non-infringement. We make no warranty that our Services will be error free or that access thereto will be continuous or uninterrupted. You understand that you obtain content and/or services through our Services at your own discretion and risk.

13. Limitation of liability

13.1: In this section, we set out, and you accept, the limitations which apply to our liability to you should you have reason to make a claim against us. The limitations and exclusions are accepted by both of us to be fair and reasonable, given the duties we are undertaking, the sums to which we are entitled and the availability (and cost) of insurance.

13.2: Our total liability to you under this Agreement is limited to the amount paid by you to us during the twelve (12) month period immediately preceding the date you bring any claim.

13.3: Neither party will be liable for lost revenues or profits, downtime costs, loss or damage to data, interruption of use, the costs of procurement of substitute products or indirect, special or consequential costs or damages.

13.4: The components of this clause shall not apply to the extent prohibited by applicable law.

13.5: To the extent permitted by law, you agree that to the extent that any loss or damage suffered by you is attributable to negligence, fault or lack of care on your part or on the part of any person for whom you are responsible, OZLOP.COM is not liable (in contract, tort or otherwise) for the loss or damage.

14. General representation and warranty

14.1: You represent and warrant that your use of our Services:

14.1.1: will be in strict accordance with the Terms;

14.1.2: will comply with all applicable laws and regulations (including without limitation all applicable laws regarding online conduct and acceptable content, the transmission of technical data exported from the United Kingdom or the country in which you reside, privacy, and data protection); and

14.1.3: will not infringe or misappropriate the intellectual property rights of any third party.

15. Indemnities

15.1: You agree to indemnify and hold harmless OZLOP.COM against any and all losses, claims, costs, expenses, actions, demands, damages, liabilities or any other proceedings, whatsoever incurred by OZLOP.COM in respect of any claim by a third party arising from or connected to any breach by you of your obligations under this Agreement.

15.2: OZLOP.COM shall not be liable for any losses, claims, expenses, actions, demands, damages, liabilities or any other proceedings arising out of reliance on any information provided by you or any of your representatives, which is false, misleading or incomplete. You agree to indemnify and hold harmless OZLOP.COM from any such liabilities we may have to you or any third party as a result of reliance by OZLOP.COM on any information provided by you or any of your representatives, which is false, misleading or incomplete.

15.3: In the event of any inconsistency between this clause and clause 13 this clause shall prevail.

16. Privacy

16.1: Both parties agree to comply with the relevant data protection legislation (including the GDPR).

16.2: You agree that we do not require your personal data in order to provide the Services and you agree that you will not provide us with your personal data. To the extent this changes and you do need to provide us with your personal data, it is your responsibility to inform us of this in writing and to work with us to agree suitable data sharing terms (which you and we will act reasonably in agreeing).

16.3: Where you do provide us with personal information of third parties, you warrant to us that you have obtained the written consent of such third party for us to process their data.

17. Force Majeure

17.1: If the performance of this Agreement by a party, is prevented or restricted by reason of fire, storm, flood, earthquake, war, labour dispute, transportation embargo, law, order, or directive of any government in matters relating to this Agreement, or any other act or condition beyond the reasonable control of that party, then the party is excused from such performance to the extent of the same, but will use their best efforts to avoid or remove the causes of non- performance and to cure and complete performance with the utmost dispatch.

18. Governing law and jurisdiction 

18.1: Unless otherwise specified in the Engagement Letter, this Agreement and all aspects of our engagement and our performance of the Services are governed by and construed in accordance with the laws of England and Wales. Both you and we agree to irrevocably submit any disputes arising under this agreement to the exclusive jurisdiction of the Courts of England and Wales.

19. Variation

19.1: No variation of this Agreement will be valid unless confirmed in writing by authorised signatories of both parties, or the packaged offering is updated electronically and the acceptance of terms & conditions for the new packaged offering are accepted on or after the date of signature (digital or otherwise) of the Agreement.

20. Reliance on advice

20.1: You acknowledge and agree that we are a bookkeeping service and that we are not accountants and by providing you with the Services we are not making any judgment or providing any advice in relation to your accounts or any other matter. You also acknowledge and agree that the Services we provide you with are entirely dependent on the information you provide us with and that we have no knowledge of your business or no duty to investigate information that you provide us with.

20.2: You acknowledge and agree that any information or work product provided to you by OZLOP.COM in connection with this engagement is for your sole use. You agree that if you make such information or work product available to any third party, you will notify such third party, in writing, that OZLOP.COM’s information and work product is for your sole benefit based on the specific facts and circumstances and the scope of OZLOP.COM’s engagement with you and is not intended to be relied upon by any other person. In the event of a claim by any third party relating to our services under this engagement that arises out of a breach by you or any of your personnel of this paragraph, you agree to indemnify and hold harmless OZLOP.COM and our personnel from all such claims, liabilities, costs and expenses (including legal fees and disbursements).

21: Confidentiality and privacy policy

21.1: OZLOP.COM will treat as confidential all such information obtained from you in the course of performing our Bookkeeping services and will not use such information except in connection with the performance of our services, as may be required by law or judicial process, by any persons or bodies responsible for regulating either party’s business (including any regulatory or accounting profession supervisory authorities in Australia or elsewhere), as required by a party’s internal policies or as either party reasonably determines is necessary to protect its own legitimate interests. For further details please refer to our Privacy Policy.

22. Money laundering

22.1: Under applicable law you acknowledge that we need to comply with the duties imposed by the Proceeds of Crime Act 2002, the Terrorism Act 2000 and the Money Laundering Regulations 2007 (the Anti-Money Laundering Legislation), which are intended to inhibit the activities of terrorists and other criminals by denying them access to certain services.

22.2: Before we accept your instructions, we may need to obtain ‘satisfactory evidence’ to confirm your identity. In certain circumstances, we may need to obtain evidence confirming the identities of third parties, the source of any funds or other property, the purpose of any instructions or any other matter. We may also need to obtain such evidence after we have begun to act on your instructions.

23. Intellectual property

23.1: General

23.1.1: Title to, and all Intellectual Property Rights in the Services, the Website and any documentation relating to the Services remain the property of OZLOP.COM (or its licensors).

24. Ownership of Data

24.1.1: Title to, and all Intellectual Property Rights in, the Data remain your property. However, your access to the Data is contingent on full payment of the OZLOP.COM Fees when due.

24.1.2: You grant OZLOP.COM a licence to use, copy, transmit, store, and back-up your information and Data for the purposes of enabling you to access and use the Services and for any other purpose related to provision of services to you.

24.2: Backup of Data

24.2.1: You must maintain copies of all Data inputted into the Service. OZLOP.COM adheres to its best practice policies and procedures to prevent data loss, including a daily system data back-up regime, but does not make any guarantees that there will be no loss of Data. OZLOP.COM expressly excludes liability for any loss of Data no matter how caused.

24.3: Third-party applications and your Data

24.3.1: If you enable third-party applications for use in conjunction with the Services, You acknowledge that OZLOP.COM may allow the providers of those third-party applications to access Your Data as required for the interpretation of such third- party applications with the Services. OZLOP.COM shall not be responsible for any disclosure, modification or deletion of Your Data resulting from any such access by third-party application providers.

25. Access conditions

25.1: You must ensure that all usernames and passwords required to access the Service are kept secure and confidential. You must immediately notify the software provider in question of any unauthorised use of Your passwords or any other breach of security and the software provider will reset Your password and You must take all other actions that OZLOP.COM and the software provider reasonably deems necessary to maintain or enhance the security of OZLOP.COM’s/the Software Provider’s computing systems and networks and Your access to the Services.

25.2: As a condition of these Terms, when accessing and using the Services, You must:

25.3: not attempt to undermine the security or integrity of OZLOP.COM’s or the software provider’s computing systems or networks or, where the Services are hosted by a third party, that third party’s computing systems and networks;

25.4: not use, or misuse, the Services in any way which may impair the functionality of the Services or Website, or other systems used to deliver the Services or impair the ability of any other user to use the Services or Website;

25.5: not attempt to gain unauthorised access to any materials other than those to which You have been given express permission to access or to the computer system on which the Services are hosted;

25.6: not transmit, or input into the Website, any: files that may damage any other person’s computing devices or software, content that may be offensive, or material or Data in violation of any law (including Data or other material protected by copyright or trade secrets which You do not have the right to use); and

25.7: not attempt to modify, copy, adapt, reproduce, disassemble, decompile or reverse engineer any computer programs used to deliver the Services or to operate the Website except as is strictly necessary to use either of them for normal operation.

26. Miscellaneous 

26.1: This Agreement represents our entire understanding with respect to its subject matter and supersedes any previous communication or agreements that may exist. Modifications to the Agreement will be made only through a written amendment signed by both parties, or by the posting by us of a revised version.

26.2: Notwithstanding that the whole or any part of any provision of this Agreement may prove to be illegal or unenforceable, the other provisions of this Agreement and the remainder of the provision in question shall remain in full force and effect.

26.3: The parties confirm their intent not to confer any rights on any third parties by virtue of this Agreement and accordingly the Contracts (Rights of Third Parties) Act 1999 shall not apply to this Agreement.

26.4: If any part of this Agreement is held invalid or unenforceable, that part will be construed to reflect our’ original intent, and the remaining portions will remain in full force and effect. A waiver by either party of any term or condition of this Agreement or any breach thereof, in any one instance, will not waive such term or condition or any subsequent breach thereof.

April 2021