Definitions and Interpretation
1.1 In this agreement, the following definitions apply unless the context requires otherwise:
Authorised Deductions means those amounts and percentages detailed by the Client in the BOB Client Declaration / Deduction Authority to be debited from the Client CBA/BOB Account, including BOB’s fees and deductions for GST and tax instalments;
Authority means any federal, state or local government authority, body or department having jurisdiction in relation to the Services;
BOB means Back Office Biz Pty Ltd and its authorised brokers and representatives;

BOB’s Bank means CBA Banking Corporation;

BOB Client Declaration / Deduction Authority means the BOB business form completed by the Client detailing the Authorised Deductions and their associated deduction values;

BOBNett means the online job site where the client may advertise services and availability to accept offers of work;

Business Day means every day except a Saturday, Sunday or public Holiday in the place where the Services are to be performed;

Claim means any action, claim, suit, demand, loss, liability, damage or Cost;

Client means client of BOB or of any Related Body Corporate of BOB;

Client CBA/BOB Account means the bank account opened by the client with CBA pursuant to clause 2.1(e) of this agreement;

Client Nominated Account means one of up to five bank accounts nominated by the client to which funds may be transferred from the client CBA/BOB Account;

Client’s Employees means all employees, agents, consultants, invitees or visitors of the client;

Confidential Information means all the information obtained by the Client or the Client’s Employees (whether in writing or otherwise) relating to BOB or a Related Body Corporate or the activities of either, but excludes information which is available to the public (other than in breach of an obligation to keep that information confidential);

Corporations Act means the Corporations Act 2001 (Cth);

Cost means any cost, expense, charge, payment, loss or other expenditure of any nature whether direct, indirect or consequential and wether accrued or paid;

Data means information contained in electronic files available to be transmitted to and from BOB for the purpose of providing the Services to the Client;

Fees means the fees specified in Item 1 of Schedule 1;

Instructions means directions for actions to be taken by either party communicated by email, SMS, letter or telephone;

Jurisdiction means New South Wales;

Laws means all the statutes, ordinances, proclamations, by-laws and regulations made under any of them and the requirements of all Authorities;

Related Body Corporate means a related body corporate of BOB as defined in the Corporations Act, 2001;

Services means the services specified in Item 2 of Schedule 1;

Termination Date means the date seven days after the receipt by either party of a notice to terminate this agreement.

Termination Status Authority means the BOB business form sent to the Client detailing the status of the Client’s BOB accounts and requesting final payment directions; and

CBA means CBA Banking Corpporation.

1.2 The following rules of interpretation apply unless the context requires otherwise:

(a)

(i) headings are for convenience only and do not affect interpretation.

(ii) the singular includes the plural and conversely;

(b) “it” and its derivatives include he, she, they and their derivatives;

(c) if a party consists of more than one person this Agreement binds them jointly and each of them severally;

(d) where a party is prohibited from acting or omitting to act in a certain way that party must ensure that each of its employees, agents and Clients complies  with such prohibition;

(e) a reference to “writing” includes a fax, letter, email and any other means of reproducing words in a tangible and visible form;

(f) if a provision or part of a provision of this Agreement is illegal, invalid or unenforceable, then that provision or part is severed from this Agreement and this Agreement otherwise remains unaffected.

2. Client’s Obligations

2.1 The Client undertakes to:

(a) perform its obligations duly and punctually and in accordance with this Agreement, all Laws, and all reasonable directions from BOB; and

(b) provide all information and materials that may be required to permit BOB to perform the Services within the time required by BOB; and

(c) provide all authorisations and directions to such financial institutions or other entities that hold information relating to the client’s business, to the extent that may be required to permit BOB to perform the Services; and

(d) ensure that all information and documentation provided to BOB is complete, true and accurate to enable BOB to perform the Services; and

(e) open its choice of available and suitable Client CBA/BOB Account with CBA and in the BOB Client Declaration / Deduction Authority authorise BOB to maintain in that account sufficient funds to pay the bank charges and fees and any minimum applicable to the account selected; and

(f) not access funds in the client CBA/BOB account and agree that it:-

(i) will only be permitted access to the account to read transaction records and account balances; and

(ii) will be subject to a fee of $100 in respect of each unauthorised access to those funds;

(g) Sign a Direct Debit Request on the Client CBA/BOB Account authorising BOB to direct CBA to debit funds from that account and remit them to BOB sufficient to cover the Authorised Deductions; and

(h) authorise BOB to have full access to all Client details and data pertinent to the Client CBA/BOB Account; and

(i) pay the fees. (Schedule 1 Item 1); and

(j) ensure that all information posted on BOBNett is accurate and honest and represents a fair description of the Client’s qualifications, skills and experience.

2.2 Unless otherwise stated in this Agreement, anything that the Client is required to do in respect of the Services or to otherwise comply with this Agreement must be done at the Client’s Cost.

2.3 The provision of access to each of the group insurances and other services offered by BOB is an optional service to Clients, and ancillary to BOB’s business. The Client confirms that it has made its own decision as to the suitability of the services and options selected, and has not received advice from BOB in this regard. The Client confirms that it is aware that suitably qualified advisers area available to provide such advice as may be necessary.

3. BOB’s Obligations

3.1 BOB will provide the Services. (Schedule 1 Item 2)

3.2 BOB will comply with the provisions of the Privacy Act in respect of its dealings with the Client and any confidential information of the Client held by BOB in accordance with the Privacy Policy provided to the Client.

3.3 BOB will provide to the Client any information in BOB’s possession which the Client (acting reasonably) requests to enable the Client to fulfil its legal requirements or pursue its business purposes.

3.4 In providing the Services, BOB relies upon and acts in accordance with the Client’s instructions and does not provide advice or guidance as the suitability of those instructions.

4. Indemnity and Release

4.1 The Client indemnifies BOB, any Related Body Corporate and the employees, agents and clients of either of them, from and against all Claims for which any of them become liable (whether during or after the Term) in respect of or arising out of:

(a)  a breach of this Agreement; or

(b) any negligent or wilful act or omission, caused or contributed to by the Client or the Client’s Employees.

4.2 The Client releases BOB from, and agrees that BOB is not liable for, any Claim in relation to:

(a) any damage, loss, injury or death except to the extent caused or contributed to by BOB’s negligence; and

(b) anything BOB is permitted or required to do under this agreement as long as BOB is not acting negligently; and

(c) any damage or loss arising out of any inaccuracy in or omission from any documentation prepared by BOB, except to the extent that the inaccuracy or omission is the result of negligence on the part of BOB; and

(d) any damage or loss arising from delay in processing payments or transferring funds arising from computer or other technological malfunction or stoppage not directly attributable to negligence or wilful act on the part of BOB. BOB does not warrant that the operation of its Software and computer systems will be uninterrupted or free from error. At its own expense, BOB will use all reasonable endeavours to rectify any such interpretation or error.

5. Operational and Technical Documents

5.1 BOB will retain the exclusive ownership and copyright of all operational and technical documents created by BOB for the purpose of performing its obligations under this Agreement.

6. Termination

6.1 Either party may terminate this agreement by giving 7 days notice. After the termination date:

(a) BOB will not be obliged to perform the Services; and

(b) the Client will not be liable to pay Fees except in respect of work done prior to that date.

6.2 Upon receipt of notice pursuant to clause 6.1:

(a) BOB will submit to the Client a Termination Status Authority; and

(b) The client will provide to BOB directions as to payment of funds then held by BOB; and

(c) BOB will transfer all Client funds, net of fees, to the parties detailed on the Termination Status Authority within 21 days from its receipt by BOB.

6.3 Upon termination of this agreement BOB will give reasonable assistance to the Client to effect the orderly transfer of documents and information to other providers nominated by the client, to ensure continued operation of the Client’s business.

6.4 Termination of this agreement does not affect the rights of any party which arose prior to the termination.

7. Confidential Information of BOB

7.1 Subject to clause 7.2, all Confidential Information obtained by the Client or any Client’s Employees must be kept:

7.2 Confidential and must not be disclosed or used to obtain any advantage or benefit except with the prior written consent of BOB.

7.3 The Client may disclose Confidential Information to the extent required by Law.

7.4 Within 7 days after the Termination Date, the Client must, as directed by BOB, return to BOB or destroy all Confidential Information in material form; and all property of BOB in its possession or control at that time.

8. General

8.1 Resolution of Disputes

Neither party may commence legal proceedings against the other in respect of a dispute arising in relation to this Agreement unless that party has first notified the other party in writing of the dispute and has used all reasonable endeavours to resolve the dispute with the other party within 14 days following the giving of that notice.

8.2 Independent Client Relationship

Nothing in this Agreement creates a relationship of employer and employee, principal and agent or partnership between the parties.

8.3 Non-Merger

The obligations of the parties will not merge on the expiry or termination of this Agreement in relation to any breach or obligation arising prior to, or consequent upon, such termination or expiration.

8.4 Costs

Each party shall bear its own legal Costs in relation to the negotiation, preparation and execution of this Agreement.

8.5 Entire Agreement

The Agreement (including the Schedules) contains the entire understanding of the parties with respect to the matters contained in them. There are no promises, covenants or undertakings other than those expressly specified in this Agreement.

8.6 Governing Law

This Agreement is governed by the Law of the Jurisdiction and each party submits to the jurisdiction of the courts in that State or Territory.

8.7 Representation

The Client must not at any time represent itself as being in any way connected with or interested in the business of BOB or of any Related Body Corporate.

8.8 Force Majeure

Neither party shall be liable for failure to fulfil its obligations to the extent that failure is caused (directly or indirectly) by flood, communications failure, extreme weather, fire, mud slide, earthquake, or other natural calamity, interruption in water, electricity, heating or air conditioning (depending on the season), riots, civil disorders, rebellions or revolutions, acts of governmental agencies, quarantines, embargoes, malicious acts or third parties, labour disputes affecting vendors or authorised sub Clients and for which the party claiming force majeure is not responsible, or similar causes beyond the control of that party.

8.9 Advice Disclaimer

BOB and its authorised agents and representatives are not tax agents or financial advisors. No part of this agreement or the Services constitutes taxation or financial advice. In executing this Agreement the Client acknowledges that it does so in the full knowledge that no tax or financial advice has been offered, or given by BOB, nor relied upon. The Client confirms that it is aware that suitably qualified advisers are available to provide such advice as may be necessary.

8.10

BOB reserves the right to change any of the terms of this agreement to 14 days notice to the client, or such longer notice as may be appropriate having regard to the nature of the change in terms.

9. Fees

9.1 The fees will be either 2% or 4% (depending on services below) of the Client’s annual gross revenue before any deductions of any kind, plus GST. This percentage may be varied for turnover in excess of $100,000.

(a) 2% for the basic BOB only service

(b) An additional 2% to be registered for access to the BOBNett job board.

9.2 Premiums for any insurances arranged through BOB are in addition to the Fees and will be calculated on request.

9.3 The Client is entitled to usage of BOBNett with the additional 2% fee for the purpose of advertising the Client’s skills or expertise and availability to accept work.

9.4 The Client may utilise BOBNett to source workers for its business, this service is not included in this agreement and a schedule of BOBNett fees is available upon request.

9.5 Bank fees associated with the Client CBA/BOB Account are payable by the Client at prevailing CBA rates.

The Services

10. Business Process Management Services

Customer Services

10.1 The Client may utilise the invoicing Toolbox within the BOB system to generate and send invoices to its customers. The Client may also request its BOB agent to generate and send its invoices on its behalf, subject to the Client providing full and detailed information on a BOB worksheet as to what is to be included in the tax invoice.

10.2 The invoice will automatically contain payment details of the Client CBA/BOB Account including account name, account number and BSB. The invoice may also carry a company or business logo. Incoming payments will be reconciled by transaction reporting within the BOB system.

10.3 The Client may issue its invoices using its own systems, in which case invoice payment instructions must contain details of the Client CBA/BOB Account including account name, account number and BSB. Incoming payments will be reconciled by transaction reporting within the BOB system.

10.4 In the event that the Client’s customer disputes the accuracy of the tax invoice, it will be the Client’s responsibility to resolve the dispute. BOB cannot mediate or demand payment on behalf of the Client.

11. Client’s Funds Management

11.1 The Client acknowledges that the Client CBA/BOB Account is solely intended to receive Client income in the form of invoice payments.

11.2 The Client acknowledges that the BOB system is intended to be the only means by which the Client has access to the funds in the Client CBA/BOB Account. The Client does not have authority under this agreement to withdraw funds from the Client CBA/BOB Account.

11.3 The Client acknowledges that wilful disregard to clause 2.6 or the withdrawal of funds by other means, may result in BOB terminating this agreement and may attract fees and charges from parties affected by the Client’s action.

11.4 All cleared funds deposited to the Client CBA/BOB Account will be processed by BOB within two working days and residual funds will be available on the third working day in the Client’s Nominated Accounts.

11.5 Authorised Deductions, BOB Fees and Nominated Account payments will be processed in accordance with the BOB Declaration / Deduction Authority and the BOB ATO Declaration.

11.6 The Client authorises BOB to transfer from the Client CBA/BOB Account such sums as are necessary or agreed to make provision for items in clause 2.9. The sums transferred will be forwarded by BOB to the designated payee at such intervals as are necessary to fulfil the compliance requirements of the payee.

11.7 The component for Fees will be calculated by reference to the moneys received into the Client CBA/BOB Account and remitted direct to BOB.

11.8 From time to time, there may remain in the Client CBA/BOB Account amounts designated by the Client for contribution to superannuation or for savings. The Client may request and authorise BOB to transfer such funds from the Client CBA/ BOB Account to Client Nominated Accounts. The transferred funds will be available for access within 48 hours.

12. Insurances

12.1 The provision of access to insurance schemes by BOB is an optional service to Clients, and ancillary to BOB’s business. The Client confirms that it has made its own decision as to the suitability of the insurances selected, and has not received advice from BOB in this regard. The Client confirms that it is aware that suitably qualified advisors are available to provide such advice as may be necessary.

12.2 In respect of insurances requested by the Client, BOB will make periodic deductions from the Client’s funds in the Client CBA/BOB Account to cover premiums, and transfer those funds to the appropriate insurer as is necessary to ensure continuity of coverage under the policy.

13. BOBNett

13.1 Registered BOBNett Clients are entitled to access to BOBNett, an online advertising and job board. This outsourced computer-based search facility can be used to promote the Client’s services to the market and to seek new work opportunities.

13.2 Registered BOBNett Clients may also use BOBNett to seek and engage appropriate workers for their own businesses. Charges may apply to the Client when engaging workers through BOBNett.

14. Business Activity Information

14.1 The Client will provide BOB with a percentage estimate of GST and PAYG to be used to calculate BAS tax deductions on funds received. If the Client cannot provide the percentage, the client may require advice from its tax advisor.

14.2 Using the Client CBA/BOB Account data, BOB will prepare a quarterly statement to be used by the Client for the preparation of Business Activity Statements for submission to the Australian Tax Office. The accuracy of this information is entirely dependent upon proper use by the Client of the Client CBA/BOB Account and BOBCard and disclosure by the Client.

14.3 The Client is solely responsible for the lodgement BAS quarterly submissions.

14.4 The Client acknowledges that BOB does not purport to act as a Tax Advisor and that the Client has been advised to seek and maintain independent Tax Advice.