Deed Of Acknowledgement - East Coast Incorporations PTY LTD
Background
Capitalised Terms used in this Background have the same meaning as defined in the Agreed Terms below.
A The Client wishes to engage East Coast for their Services on or around the date of this Deed.
B East Coast is not a professional services firm and does not provide Professional Advice.
C The Client acknowledges that East Coast will not and does not provide Professional Advice.
D The parties wish to acknowledge their understanding of the above on the terms of this Deed.
Agreed Terms
1 Interpretation
1.1 Definitions
In this Deed:
Deed means this document.
Electronic Signature means an electronic method of signing that identifies the person and indicates their intention to sign this agreement.
Professional Advice means independent professional, financial, legal and taxation advice in relation to any area of expertise as by law or otherwise, requires a professional qualification to provide.
Services means, including but not limited to:
(a) Entity registrations;
(b) SMSF establishments/registrations;
(c) Corporate secretarial services; and
(d) any other services as agreed from time to time.
Terms and Conditions means the terms and conditions as read and signed by the Client in it’s engagement of East Coast and as annexed in the rear of this Deed.
1.2 Interpretation
In this Deed:
(a) headings are for convenience only and do not affect interpretation and unless the context indicates a contrary intention:
(i) a reference to a party to this agreement or any other document or agreement includes the party’s successors, permitted substitutes and permitted assigns;
(A) a reference to any party includes that party’s executors, administrators, successors, substitutes and assigns, including any person taking by way of novation;
(B) a reference to this Deed or to any other deed, agreement or document includes, respectively, this Deed or that other deed, agreement or document as amended, novated, supplemented, varied or replaced from time to time;
(ii) words importing the singular include the plural (and vice versa), words denoting a given gender include all other genders, and words denoting individuals include corporations (and vice versa);
(iii) a reference to a clause is a reference to a clause of this Deed;
(iv) where a word or phrase is given a defined meaning, any other part of speech or grammatical form of that word or phrase has a corresponding meaning;
(v) reference to currency are references to Australian currency unless otherwise specifically provided; and
(b) If the day on which any act, matter or thing is to be done under or pursuant to this Deed is not a Business Day, that act, matter or thing may be done on the next Business Day.
2 No Advice and Indemnity
2.1 East Coast provides No Advice
East Coast warrants that at no time before, during, or after the Services have been completed has East Coast provided any Professional Advice to the Client.
2.2 General Disclaimer
The Services are intended to be solely completed on the Client’s instructions only and by East Coast completing the Services, there is no intention to constitute legal, tax, accounting or other professional advice of any kind. Neither the Client nor its agents, employees or otherwise third party clients, should not rely upon the use of East Coast’s Services to the exclusion of seeking independent Professional Advice. East Coast does not expressly or impliedly warrant the suitability of the Services for the Client’s specific transaction or the transaction that the Client is intending to undertake. The Client should seek Professional Advice as to whether the Services East Coast has been engaged to undertake are legally suitable for the purposes intended, and that they are current with respect to all laws and regulations.
2.3 Indemnity
The Client agrees that to indemnify East Coast in relation to any cost, loss, liability, or damage that the Client or a third party suffers:
(a) because the product ordered by the Client is not suitable for its intended purpose or does not suit the relevant circumstances;
(b) because the Client has failed to obtain formal advice from an appropriately qualified Professional Adviser concerning whether the product chosen by the Client is suitable for its intended purpose or is suitable for particular circumstances;
(c) because of the answers the Client provide to questions asked of it when using East Coast’s Services;
(d) because the Client failed to answer all questions completely and accurately;
(e) because the Client modified the products after they were provided to it; or
(f) because the Client breached these terms of this Deed or the Terms and Conditions in any way.
The Client agrees that it will continually indemnify East Coast against any cost (including solicitors fees), loss, liability, or damage that East Coast incur as a result of the Client’s use of East Coast’s Services except for any cost, loss, liability or damage directly caused or contributed to by East Coast Incorporations.
3 Acknowledgement of No Advice
3.1 Acknowledgement of No Advice
The Client has read this Deed and its contents carefully and understands each of its terms and conditions and if necessary, has sought independent legal advice of the Client’s choice, and hereby accepts the terms and conditions of this Deed and more specifically that it has not and will not be provided with Professional Advice by East Coast.
3.2 Acknowledgement of General Information
The Client acknowledges and agrees that from time to time it may be provided with general information regarding the Services and that it will not, for any reason rely on that general information as Professional Advice in any way.
The Client acknowledges and agrees that any general information provided to it by East Coast is for convenience and information only solely to assist the Client in making it’s own transaction decisions and does not amount to advice.
4 General
4.1 Date of this Deed
The date of this Deed is the date the last counterpart is executed and exchanged.
4.2 Governing law and Jurisdiction
(a) This Deed is governed by and is to be construed in accordance with the laws for the time being of Queensland.
(b) Each party irrevocably submits to the non-exclusive jurisdiction of the courts of Queensland, and the courts competent to determine appeals from those courts, with respect to any proceedings which may be brought at any time relating in any way to this Deed.
(c) Each party irrevocably waives any objection it may now or in the future have to the venue of any proceedings, and any claim it may now or in the future have that any proceedings have been brought in an inconvenient forum.
4.3 Counterparts
This Deed may be executed in two counterparts, and the counterparts taken together constitute one and the same instrument.
4.4 Amendments
This Deed may only be varied by a document signed by or on behalf of each party.
4.5 Severability
Any provision of this Deed which is illegal, void or unenforceable is only ineffective to the extent of that illegality, voidness or unenforceability, without invalidating the remaining provisions, and will be deemed to be severed to the extent that it is void or to the extent of voidability, invalidity or unenforceability.
4.6 Waiver
(a) Failure to exercise or enforce or a delay in exercising or enforcing or the partial exercise or enforcement of any right, power or remedy provided by law or under this Deed by either party will not in any way preclude, or operate as a waiver of, any exercise or enforcement, or further exercise or enforcement of that or any other right, power or remedy provided by law or under this Deed.
(b) Any waiver or consent given by either party under this Deed will only be effective and binding on that party if it is given or confirmed in writing by that party.
(c) No waiver of a breach of any term of this Deed will operate as a waiver of another breach of that term or of a breach of any other term of this Deed.
4.7 Further acts
The parties covenant they are under duties to act in good faith and co-operate under this Deed and will (without limitation):
(a) do and perform all further acts and execute and deliver all further documents (in form and content reasonably satisfactory to that party) required by law or reasonably requested by the other party to carry out and effect the intent and purpose of this Deed; and
(b) not do anything that would prevent the other party from performing this Deed.
4.8 Confidentiality and Non Disparagement
The parties to this Deed must not disclose to any other person or entity the contents of this Deed except to:
(a) the parties’ legal, accounting, taxation and other professional advisors;
(b) any other party whom by law the party is compelled to make disclosure;
(c) any other party where the written consent of all parties to this Deed is obtained to make such disclosure; or
(d) to the extent that it is necessary to enforce the terms of this Deed.
The Client further agrees and covenants that it will not at any time, directly or indirectly, make, publish or communicate to any person or entity or in any public forum any defamatory or disparaging remarks, comments, or statements concerning East Coast or its businesses, or any of its employees, officers, shareholders, members or advisors. This clause does not, in any way, restrict or impede the Client from exercising protected rights to the extent that such rights cannot be waived by agreement or from complying with any applicable law or regulation or a valid order of a court of competent jurisdiction or an authorized government agency, provided that such compliance does not exceed that required by the law, regulation, or order. The Client shall promptly provide written notice of any such order to East Coast. East Coast agrees and covenants that it shall cause its officers and directors to refrain from making any defamatory or disparaging remarks, comments, or statements concerning the Client to any third parties.
4.9 Rule against adverse construction
The contra proferentem rule and other rules of construction will not apply to disadvantage a party whether that party put the clause forward, was responsible for drafting all or part of it or would otherwise benefit from it.
4.10 Electronic Signing
If this Deed is signed by any party or agent using an Electronic Signature, East Coast and the Client:
(a) agree to enter into this deed in electronic form; and
(b) consent to either, or both parties signing this agreement using an Electronic Signature.
4.11 Entire agreement
This Agreement represents the parties’ entire agreement, and supersedes all prior representations, communications, agreements, statements and understandings, whether oral or in writing, relating to its subject matter.
deed Of acknowledgement - east Coast Incorporations pty ltd
Background
Capitalised Terms used in this Background have the same meaning as defined in the Agreed Terms below.
A The Client wishes to engage East Coast for their Services on or around the date of this Deed.
B East Coast is not a professional services firm and does not provide Professional Advice.
C The Client acknowledges that East Coast will not and does not provide Professional Advice.
D The parties wish to acknowledge their understanding of the above on the terms of this Deed.
1. Agreed Terms
1 Interpretation
1.1 Definitions
In this Deed:
Deed means this document.
Electronic Signature means an electronic method of signing that identifies the person and indicates their intention to sign this agreement.
Professional Advice means independent professional, financial, legal and taxation advice in relation to any area of expertise as by law or otherwise, requires a professional qualification to provide.
Services means, including but not limited to:
(a) Entity registrations;
(b) SMSF establishments/registrations;
(c) Corporate secretarial services; and
(d) any other services as agreed from time to time.
Terms and Conditions means the terms and conditions as read and signed by the Client in it’s engagement of East Coast and as annexed in the rear of this Deed.
1.2 Interpretation
In this Deed:
(a) headings are for convenience only and do not affect interpretation and unless the context indicates a contrary intention:
(i) a reference to a party to this agreement or any other document or agreement includes the party’s successors, permitted substitutes and permitted assigns;
(A) a reference to any party includes that party’s executors, administrators, successors, substitutes and assigns, including any person taking by way of novation;
(B) a reference to this Deed or to any other deed, agreement or document includes, respectively, this Deed or that other deed, agreement or document as amended, novated, supplemented, varied or replaced from time to time;
(ii) words importing the singular include the plural (and vice versa), words denoting a given gender include all other genders, and words denoting individuals include corporations (and vice versa);
(iii) a reference to a clause is a reference to a clause of this Deed;
(iv) where a word or phrase is given a defined meaning, any other part of speech or grammatical form of that word or phrase has a corresponding meaning;
(v) reference to currency are references to Australian currency unless otherwise specifically provided; and
(b) If the day on which any act, matter or thing is to be done under or pursuant to this Deed is not a Business Day, that act, matter or thing may be done on the next Business Day.
2. No Advice and Indemnity
2.1 East Coast provides No Advice
East Coast warrants that at no time before, during, or after the Services have been completed has East Coast provided any Professional Advice to the Client.
2.2 General Disclaimer
The Services are intended to be solely completed on the Client’s instructions only and by East Coast completing the Services, there is no intention to constitute legal, tax, accounting or other professional advice of any kind. Neither the Client nor its agents, employees or otherwise third party clients, should not rely upon the use of East Coast’s Services to the exclusion of seeking independent Professional Advice. East Coast does not expressly or impliedly warrant the suitability of the Services for the Client’s specific transaction or the transaction that the Client is intending to undertake. The Client should seek Professional Advice as to whether the Services East Coast has been engaged to undertake are legally suitable for the purposes intended, and that they are current with respect to all laws and regulations.
2.3 Indemnity
The Client agrees that to indemnify East Coast in relation to any cost, loss, liability, or damage that the Client or a third party suffers:
(a) because the product ordered by the Client is not suitable for its intended purpose or does not suit the relevant circumstances;
(b) because the Client has failed to obtain formal advice from an appropriately qualified Professional Adviser concerning whether the product chosen by the Client is suitable for its intended purpose or is suitable for particular circumstances;
(c) because of the answers the Client provide to questions asked of it when using East Coast’s Services;
(d) because the Client failed to answer all questions completely and accurately;
(e) because the Client modified the products after they were provided to it; or
(f) because the Client breached these terms of this Deed or the Terms and Conditions in any way.
The Client agrees that it will continually indemnify East Coast against any cost (including solicitors fees), loss, liability, or damage that East Coast incur as a result of the Client’s use of East Coast’s Services except for any cost, loss, liability or damage directly caused or contributed to by East Coast Incorporations.
3. Acknowledgement of No Advice
3.1 Acknowledgement of No Advice
The Client has read this Deed and its contents carefully and understands each of its terms and conditions and if necessary, has sought independent legal advice of the Client’s choice, and hereby accepts the terms and conditions of this Deed and more specifically that it has not and will not be provided with Professional Advice by East Coast.
3.2 Acknowledgement of General Information
The Client acknowledges and agrees that from time to time it may be provided with general information regarding the Services and that it will not, for any reason rely on that general information as Professional Advice in any way.
The Client acknowledges and agrees that any general information provided to it by East Coast is for convenience and information only solely to assist the Client in making it’s own transaction decisions and does not amount to advice.
4. General
4.1 Date of this Deed
The date of this Deed is the date the last counterpart is executed and exchanged.
4.2 Governing law and Jurisdiction
(a) This Deed is governed by and is to be construed in accordance with the laws for the time being of Queensland.
(b) Each party irrevocably submits to the non-exclusive jurisdiction of the courts of Queensland, and the courts competent to determine appeals from those courts, with respect to any proceedings which may be brought at any time relating in any way to this Deed.
(c) Each party irrevocably waives any objection it may now or in the future have to the venue of any proceedings, and any claim it may now or in the future have that any proceedings have been brought in an inconvenient forum.
4.3 Counterparts
This Deed may be executed in two counterparts, and the counterparts taken together constitute one and the same instrument.
4.4 Amendments
This Deed may only be varied by a document signed by or on behalf of each party.
4.5 Severability
Any provision of this Deed which is illegal, void or unenforceable is only ineffective to the extent of that illegality, voidness or unenforceability, without invalidating the remaining provisions, and will be deemed to be severed to the extent that it is void or to the extent of voidability, invalidity or unenforceability.
4.6 Waiver
(a) Failure to exercise or enforce or a delay in exercising or enforcing or the partial exercise or enforcement of any right, power or remedy provided by law or under this Deed by either party will not in any way preclude, or operate as a waiver of, any exercise or enforcement, or further exercise or enforcement of that or any other right, power or remedy provided by law or under this Deed.
(b) Any waiver or consent given by either party under this Deed will only be effective and binding on that party if it is given or confirmed in writing by that party.
(c) No waiver of a breach of any term of this Deed will operate as a waiver of another breach of that term or of a breach of any other term of this Deed.
4.7 Further acts
The parties covenant they are under duties to act in good faith and co-operate under this Deed and will (without limitation):
(a) do and perform all further acts and execute and deliver all further documents (in form and content reasonably satisfactory to that party) required by law or reasonably requested by the other party to carry out and effect the intent and purpose of this Deed; and
(b) not do anything that would prevent the other party from performing this Deed.
4.8 Confidentiality and Non Disparagement
The parties to this Deed must not disclose to any other person or entity the contents of this Deed except to:
(a) the parties’ legal, accounting, taxation and other professional advisors;
(b) any other party whom by law the party is compelled to make disclosure;
(c) any other party where the written consent of all parties to this Deed is obtained to make such disclosure; or
(d) to the extent that it is necessary to enforce the terms of this Deed.
The Client further agrees and covenants that it will not at any time, directly or indirectly, make, publish or communicate to any person or entity or in any public forum any defamatory or disparaging remarks, comments, or statements concerning East Coast or its businesses, or any of its employees, officers, shareholders, members or advisors. This clause does not, in any way, restrict or impede the Client from exercising protected rights to the extent that such rights cannot be waived by agreement or from complying with any applicable law or regulation or a valid order of a court of competent jurisdiction or an authorized government agency, provided that such compliance does not exceed that required by the law, regulation, or order. The Client shall promptly provide written notice of any such order to East Coast. East Coast agrees and covenants that it shall cause its officers and directors to refrain from making any defamatory or disparaging remarks, comments, or statements concerning the Client to any third parties.
4.9 Rule against adverse construction
The contra proferentem rule and other rules of construction will not apply to disadvantage a party whether that party put the clause forward, was responsible for drafting all or part of it or would otherwise benefit from it.
4.10 Electronic Signing
If this Deed is signed by any party or agent using an Electronic Signature, East Coast and the Client:
(a) agree to enter into this deed in electronic form; and
(b) consent to either, or both parties signing this agreement using an Electronic Signature.
4.11 Entire agreement
This Agreement represents the parties’ entire agreement, and supersedes all prior representations, communications, agreements, statements and understandings, whether oral or in writing, relating to its subject matter.