Thank you for engaging Assured Support to provide you with Services and Support.
The Proposal you’ve already received sets out the Services that we’ll provide to you and on what terms.
We’ve tried to make the Proposal easier to understand by simplifying the document to focus on the critical issues. We’ve been able to do this by extracting the general terms and conditions from the proposal. Instead, they are contained on this page.
Please review these terms and conditions prior to accepting the proposal and engaging us.
The proposal we provided to you was based on our previous discussions and your specific needs and circumstances and can be amended or varied at any point prior to our engagement.
Understand that by accepting the proposal you are confirming that you have read, understood and accept these Terms & Conditions.
This information, confirmed as current on 5 March 2024, can be amended without notice.
Should you decide to engage Assured Support, (“Us” or “We”) the proposal, and these terms and conditions, will govern our relationship.
By accepting the proposal you are confirming that you have read, understood and accept these Terms and Conditions.
This page contains the terms and conditions that currently apply but please be aware that we may reasonably amend these terms in good faith and without notice. Amendments take effect immediately and any amendments will be reflected in these Terms and Conditions
We are engaged as an independent contractor and neither party is an agent or representative of the other. Neither party has the right or authority to bind the other except as expressly allowed under this Agreement.
This engagement does not create a partnership, agency, joint venture, employment or fiduciary relationship between the parties.
The scope of our engagement is detailed in the Proposal document provided to you.
Please understand that the Services we provide are advisory in nature and, unless expressly noted otherwise, do not constitute legal or financial advice. Nor will the Services we provide constitute an audit or a review in accordance with Australian Auditing Standards. We aim to exceed your expectations and will provide the agreed Services with the degree of skill, care and diligence reasonably expected of a professional providing similar services.
You can agree to all or some of the Services detailed in the Proposal. Simply make it clear to Us whether you are agreeing to all or some of the Services and if so, which ones.
This Agreement commences on acceptance. You can accept the terms in this Agreement by either:
electronically accepting this Proposal;
signing, dating and returning this Proposal to Us by mail, facsimile or email; or
otherwise instructing Us in writing (including by electronic means) that you wish for Us to commence providing the Services.
If you do not notify us of your acceptance in writing as above but nonetheless instruct us in relation to the Services after having received these terms we will treat you as having accepted the proposal.
By accepting the Proposal (or instructing us to commence work) for, or on behalf of, your company you are confirming that you have the legal authority to do so.
Each party (an “Indemnifying Party”) shall continually and irrevocably indemnify the other party (the “Indemnified Party”} (including any of its staff, officers, directors, servants and agents} against all claims. losses, liabilities, damages, amounts paid in settlement, costs and expenses that an Indemnified Party may directly incur, suffer or sustain (‘Loss’} as a result of or in connection with:
Any breach of these Terms by the Indemnifying Party;
Any negligent, wrongful, or fraudulent acts or misrepresentations, omissions or intentional misconduct or breaches by the Indemnifying Party, except insofar as any liability for Loss is directly caused by:
Force majeure; or
the Indemnified Party.
This indemnities clause shall survive termination of the Engagement.
You shall continually and irrevocably indemnify Assured Support against any Loss that a third party may suffer as a result of their reliance on or exposure to the Work if you use, disclose, publish or release Our Work without Our permission except as required by law.
We will provide you with project billing and expense reports as the work progresses. We will invoice you regularly (typically no less than monthly and maybe more often).
Our trading terms are strictly fourteen days from date of invoice.
You may at any time, by arrangement, pre-pay for services before they are delivered. To the extent allowed by law, Assured Support shall not be required to refund any pre-paid amount where you terminate this Agreement before we were able, or required, to deliver the contracted services.
On notification from you, we will amend the cost and scope our Agreement to reflect changes to your business or your circumstances, but any changes we agree to make will apply from no earlier than the date of your notification to us.
Where Assured Support has discounted its Fees for a particular Service based on the volume of that Service you wish to undertake you acknowledge and agree we shall be entitled to charge the Service at its Base Rate if for any reason you do not undertake the agreed initial volume.
For absolute clarity, any changes to the cost and scope of our engagement will not apply retrospectively and you acknowledge and accept our right to retain any payments made prior to your notification to us.
If you cancel a Service fourteen days or less before it is scheduled Assured Support is entitled to payment of up to fifty percent of the Fees for the cancelled service.
If you postpone or cancel any Service we will make every reasonable effort to cancel or reschedule any booking we have made which has resulted in us incurring an out of pocket expense. However, if it is not possible to reschedule, or not possible to do so without incurring additional costs, Assured Support will be entitled to charge you any out of pocket expenses we incur plus a 5% contingency.
Unless stated otherwise, all prices quoted are exclusive of Goods & Services Tax.
There are a number of situations where variations to project costs may arise; the most common are detailed below.
PRICING ADJUSTMENT AND INDEXING
The pricing for the services, including any fees and charges, will automatically increase by 3% on each anniversary of the engagement, unless otherwise confirmed in writing. Additionally, Assured Support reserves the right to amend the pricing by providing 30 days’ written notice. This adjustment will reflect changes in the cost of resources, inflation, or other relevant factors impacting the project cost.
UNEXPECTED DELAYS
At Assured Support, we strive to deliver projects efficiently and expediently. We schedule our projects to ensure we meet agreed timeframes and provide consistent, dedicated resources from commencement to final delivery. If you experience internal delays in providing agreed resources or information, providing feedback, or signing off on deliverables, it may be necessary for Assured Support to charge a fee to maintain the availability of the design/development team and cover the loss of resource utilisation.
Assured Support will allow a total quota of five days’ delay throughout the project. Once this quota is reached, Assured Support will charge a standby fee of 50% of the average daily rate ($750 plus GST) per day of delay. If delays extend beyond 20 days, Assured Support will automatically place the project on hold. When the project resumes, a restart-up charge of 15% of the total project fee will be incurred.
SCOPE CHANGE
We understand that from time to time, projects evolve between conception and full specification, and even during the build. The scope change process will be discussed during the kick-off meeting. The scope will be reviewed after the high-level design is agreed, and if required, the project design and build phase will be re-costed.
Scope changes during scripting and build will only be accepted once signed off. After this, Assured Support will promptly price the change and return it to you for approval.
In the event of any dispute between the parties under or in connection with this Agreement, except where a party seeks urgent interlocutory relief, the parties will:
a) Within 7 days (or such other period agreed between the parties) of a party providing notice of a dispute to the other party, ensure that its management personnel meets with the management personnel of the other party with a view to resolving the dispute, then
b) If the dispute is not resolved, within 7 days (or such other period agreed between the parties) of that meeting, the management personnel of each party will meet again to resolve the dispute, then
c) If the dispute remains unresolved within 28 days (or such other period agreed between the parties) of the provision of the notice of dispute, then the parties will refer the dispute to mediation to be conducted by the Australian Disputes Centre in accordance with its then current mediation rules and guidelines for resolution within 10 days, then
d) If the dispute remains unresolved at the expiry of the 10 day mediation period referred to above (or such other period agreed between the parties), then either party will be entitled to commence court proceedings in relation to the dispute.
If a dispute is referred to mediation:
a) Any meeting must occur in Sydney or such other place as agreed by the parties,
b) The parties agree to pay costs as directed by the mediator, and
c) Both the parties may be represented by a legal practitioner.
Despite the existence of a dispute, each party must continue to perform its obligations under this Agreement.
The total fees for our services do not include any third-party fees, charges or expenses incurred in performing the Services. The client is responsible for any such additional costs, including but not limited to regulatory charges, information searches, external reports or research, travel, and accommodation.
We may charge separately for travel and accommodation costs, as well as any associated disbursements. Travel time may also be charged at the hourly rates specified in the Proposal.
Unless otherwise agreed, we will travel economy for all domestic flights.
You agree that you will:
provide accurate and complete information, clear instructions and timely decisions;
make all reasonable efforts to ensure you do not delay us in providing the Services;
except as provided otherwise in this Agreement and as required to provide the Services or as required by law, keep all our Confidential Information confidential;
procure that any third parties with whom We are required to deal in performing the Services (such as Authorised Representatives who are not your employees) will co-operate with us and our agents and contractors under this Agreement including by providing full and unfettered and timely access to all required documents;
pay all monies due and payable under this Agreement by the due date;
not direct, instruct or request us to contravene applicable legislation, regulations or professional standards;
carefully consider the implications and consequences of any advice or recommendations we provide;
allow us to aggregate, use and disclose your information in a de-identified form for research, advice and benchmarking purposes;
not use, disclose, publish or release Our Work except with Our written permission or as required by Law. References to Our Work in this Agreement includes Our working papers, advice, report, document, advice, email, opinion and any recommendation regardless of the form in which it is expressed or contained that we prepare for your use under this Agreement;
inform us immediately you become aware of a conflict that may impact us or our provision of the Services; and
comply with our terms and conditions at all times.
We agree that we will:
make all reasonable efforts to ensure we provide the Services in line with agreed timeframes;
always deal with you and your representatives professionally and courteously;
ensure that any agent or contractor we use will be required to comply with the terms of the Proposal (except any liability, which remains with Us) as if they were a party to it;
unless agreed otherwise, grant you a royalty free, non-exclusive licence to reproduce for your own non-commercial use any reports we provide for you. Despite this, we retain ownership of all intellectual property in the Reports;
except as required to provide the Services or as required by law, keep all your Confidential Information confidential.
Confidential Information in this Agreement means information about a party’s clients (including the clients of its representatives where the party is an Australian financial services licensee), representatives or agents, trade secrets and techniques supplied or disclosed by a party to the other in whatever form in performing its duties under this Agreement, including information disclosed to prior to entering this Agreement and any other information, data, practices, information expressed to be confidential or that by its nature would be considered confidential, but does not include information in the public domain.
Assured Support may provide services to clients that operate businesses in the same industry, and this may create an actual or perceived conflict of interest.
To manage this conflict, we ensure we never share any information about any of our clients with any of our other clients.
We also warrant that our decisions and actions when providing services to a particular client will never be influenced by our relationship with any other client.
Assured support prevents internal conflicts from influencing our services by creating functional separation between tasks.
For example, if the Assured Support Governance Team reviews the governance framework for a particular licensee, the Assured Support Review Team will review that licensee’s advice
You own all non-proprietary private data which you enter into the OpenAFSL application (“Your Data”). Assured Support must not:
a) Use Your Data for any purpose other than for the purposes of this Agreement,
b) Purport to sell, let for hire, assert a lien over, assign rights in or otherwise dispose of any of Your Data,
c) Make any of Your Data available to any third party other than for the purposes of this Agreement,
d) Commercially exploit any of Your Data,
e) Make copies of any of Your Data other than for the Purposes of this Agreement.
Assured Support will provide all Your Data to you in Comma Separated Values (CSV) format upon termination of this Agreement.
This Agreement will terminate:
Upon the delivery of the Services agreed to by both parties; or
Within 90 days of commencement, by either party providing 30 days’ written notice; or
By either party providing 90 days’ written notice.
All issues are tracked via our internal issue log and reported via our status updates. We are committed to highlighting any issues as soon as possible and resolving these in a timely manner. Some issues may require you to resolve these internally. In these instances, we need to ensure that the issues are also resolved in a timely manner.
If these issues create project delays and impact resourcing, Assured Support will charge a standby fee.
Subject to the Proposal, Assured Support will provide the party to whom this Agreement is addressed (“You”) with a non-exclusive license to use the Application and receive services that are generated from the Application (“Services”).
The following sections set out the additional terms and conditions governing use of the Application and Service requirements between the parties.
The Application is a fully hosted service that will, where relevant, enable you to manage:
Advisers and Practices;
Reviews and Reviewers;
Monitoring and supervision (1st and 2nd lines);
Incidents, breaches and complaints;
Root cause and trend analysis;
Integrated management dashboards;
Remediation and consequence management; and
Objective and consistent benchmarking, metrics and analytics.
Deliverables generated from the Application include the generation of reports and the management of client and adviser data (“Deliverables”).
By executing the Proposal, you confirm that you have made the necessary enquiries to determine that the Application will suit your operations and is appropriate for your use.
You acknowledge that Assured Support has made no specific warranty in this regard.
We warrant that:
the Service will be fit for purpose as per the description on https://www.assuredsupport.com.au/regtech and acknowledge that you can, and will, customise the Service to suit your specific needs and purposes.
the Service is current and that We will take reasonable effort to remain compliant with regulatory requirements affecting financial product advice and credit assistance.
we have, and will continue to have in place, contractual arrangements with any third party that may have access to the Confidential Information that ensure the third party complies with all Australian privacy laws, such as the Privacy Act 1988 (Cth), and has appropriate security measures to ensure all Confidential Information is kept secret.
we will comply with all requirements and regulations in relation to the collection, access and handling of any data and information regulated by the Privacy Act complies with all Australian privacy laws, such as the Privacy Act 1988 (Cth).
we have appropriate security measures to ensure all Confidential Information is kept secret.
all intellectual property rights (including but not limited to copyright and moral rights) in and pertaining to the Service are either owned by us or we have the relevant rights required at law to provide the Service to you.
insofar as the Application includes a third party’s intellectual property rights, we have, and will continue to have in place the right to grant you a licence to use the Intellectual Property.
we will provide (with limited telephone support) adequate instructions and detail to enable you to make proper use of the Service.
We will provide the Application, Service and Deliverables and where there is any interruption or delay
in the provision of the Application, We will implement workarounds and correct errors as set out below, at best efforts obligation only, from the time that we are notified of an Error (or receives the technical question).
Severity Level 1. System down 100%. Response 30 min. Correction (max) 3 hours.
Severity Level 2. A critical part of the Service is not available or not working correctly. Response 45 min. Correction (max) 36 hours.
Severity Level 3. A material part of the Service is not available or not working correctly. Auditors cannot access. Response 6 hours. Correction (max) 72 hours.
Severity Level 4. Anything not covered above. Response 48 hours. Correction (max) 5 days.
Each party agrees that it has and will maintain such security arrangements as may be necessary to ensure that the secrecy of the Confidential Information is preserved.
Upon cessation, cancellation or termination of the Agreement We will return all of the Confidential Information received or accessed from or by You. If it is not possible to return the information, at Your request the information will be destroyed and destruction acknowledged in writing by Us.
You agree and understand that you are responsible for maintaining the security of your password and Login email (User Information) which, together, allow you to access the Service.
You agree to notify Assured Support immediately if you become aware of any unauthorised use of your User Information.
We will meet with you for a Quality Review on a half-yearly basis, or more frequently if requested by either party.
The Quality Review meeting will cover:
Review of the issues and incidents log as maintained by us; and
Opportunities for product enhancements.
Assured Support (“We” or “Us”) agree to provide You with five (5) hours of application training without additional cost.
These five free hours will expire one hundred and twenty (120) days after the Execution date of this Agreement.
Neither party will advertise or publicly announce any matter relating to the Service or its terms without the other party’s prior written consent and the parties agree that such consent will not be unreasonably refused.
Your Right to Assign:
You may not assign any or all of your rights to a party that is not a related body corporate as defined in the Corporations Act 2001 (Cth) without our prior written consent.
Our consent shall not be unreasonably withheld or delayed.
Our right to Assign:
We may not assign any or all of our rights to a party that is not an to a party that is not a related body corporate as defined in the Corporations Act 2001 (Cth) without without our prior written consent.
Your consent shall not be unreasonably withheld or delayed.