Airtax Platinum Terms of use

The following terms govern your use of this Airtax Website (“Site”) and/or Airtax Application (the “Application”). Please read it carefully. 

"User" or "you" refers to any Authorised Individual or Individual Client (as defined in clause 1.3 below) who access and use the Site and/or Application.

"Client" refers to a legal entity that engages Vialto Partners to provide Tax Services to it and requires Vialto Partners to authorize you to use this Site and/or Application.

“Vialto Partners”, “we”, “us” and “our” to the entity identified at vialto.com/about, its affiliates and other entities in the Vialto professional network. 

“Vialto Entity” refers to an entity or partnership within the worldwide network of Vialto firms and entities, each of which is a separate and independent legal entity. 

“Tax Services” refers to the tax services provided by Vialto Partners under the engagement letter or other contracts entered into by and between Vialto Partners and Client or you.

1.         Your agreement 

1.1        Welcome to our Airtax Website (“Site”) and/or Airtax Application (the “Application”). By clicking “I accept“, you agree to be bound by these terms without modification or variation (“Terms”) for the use of the Site and/or Application. The Terms constitute a legally binding agreement between you and Vialto Partners. If you do not agree to be bound by the Terms in their entirety, please do not proceed any further and exit this Site and/or Application.

1.2        The Terms intend to stipulate your use of this Site and/or Application only – it does not govern any Tax Services and will NOT affect the rights and obligations under the engagement letter or other contracts entered into by and between Vialto Partners and Client or you for Tax Services, as appropriate. Any terms and conditions relating to Tax Services shall be subject to various professional standards (if any) and regulations, as well as contracts entered into by and between Vialto Partners and Client or you separately. Notwithstanding any other contrary agreement or factor, the contractual relationship established under the Terms solely exists between you and Vialto Partners. Other Vialto Entities only liaise with you on behalf of Vialto Partners. 

1.3        There are two categories of persons allowed to access the Site and/or Application. Certain companies may retain Vialto Partners to provide Tax Services for certain of the company’s personnel, including employees, staff, partners, stakeholders and others, who are working on assignment around the world (each such individual referred to as an “Authorised Individual”). In addition, certain individuals may retain Vialto Partners directly for it to provide Tax Services for him or her (each such individual referred to as an “Individual Client”). You may use the Site and/or Application under these terms provided that you are an Authorised Individual or Individual Client, and you are not prohibited to access the Site and/or Application under any applicable laws, rules or regulations. If you are no longer an Authorised Individual and/or Vialto Partners has completed Tax Services provided to Client or you, you shall terminate the use of the Site and/or Application immediately.

2.         Using the Site and/or Application 

2.1        By using this Site and/or Application, you confirm that you have read and fully understand the “PCAOB Rule 3523: Tax Services for Individuals in a Financial Reporting Oversight Role” in Appendix 1 of the Terms and that you are not (and you are not the spouse, spousal equivalent, or dependent of a person) in a financial reporting oversight role for a Vialto Partners audit client which is an SEC registrant or a material subsidiary of an SEC registrant. You undertake to inform Vialto Partners if there is any change to your personal or employer’s circumstances.

2.2        You may only use this Site and/or Application in accordance with the Terms and for legitimate and authorised purposes pursuant to the engagement letter or other contracts entered into by and between Vialto Partners and Client or you for Tax Services, not for the purposes of providing services to any third party or any other purposes. In accessing and using the Site and/or Application, you represent that you are authorised to do so. Vialto Partners reserves the right, acting at its sole discretion, to accept, reject or cancel your ability to enter and use the Site and/or Application. 

2.3        You will be required to enter your username and password every time you wish to access the Site and/or Application. Your username and password are personal to you and non-transferable. You must keep them confidential and not communicate them to anyone else. You are responsible for all use of the Site and/or Application made using your username and password, regardless of the identity of the person making such use, and Vialto Partners or other Vialto Entities will not have any responsibility or liability in connection with any unauthorized use of the usernames, passwords or the Site and/or Application. If you become aware of a breach of security with respect to your password or of any other breach of security, you will immediately notify Vialto Partners.

2.4        You will not use the Site and/or Application to post or submit any information or content in violation of any applicable law or regulation, or that infringes or misappropriates any third party right or interest, or in any manner that causes harm or damage of any kind. You are not permitted to do any of the following, nor may you authorize any third party to do any of the following with respect to the Site and/or Application: 

2.4.1     reverse engineer, de-compile, or disassemble the Site and/or Application or the computer program used to operate the Site and/or Application; 

2.4.2     use, or misuse the Site and/or Application in any way which may impair the functionality of the Site and/or Application;

2.4.3     attempt to undermine the security or integrity of Vialto Partners’s computing systems or networks, or where the Site and/or Application are hosted by a third party, that third party’s computing systems and networks;

2.4.4     use the Site and/or Application to store information, text, photos, images, or material (“Content”). You are responsible for keeping copies of any Content you upload to or download from the Site and/or Application. 

2.4.5     make available any Content which use on the Site and/or Application is unauthorised or illegal, or is likely to be perceived as defamatory, misleading, offensive or otherwise inappropriate;

2.4.6     breach any restrictions on the use of any Content or the intellectual property, confidentiality, privacy or other rights of Vialto Partners or anyone else;

2.4.7     seek to circumvent access or security controls or otherwise threaten the security of the Site and/or Application (e.g. hacking, introduction of viruses, malicious code or other harmful elements, denial of service, attempting to render the Site and/or Application inaccessible, or interfering with other users'' use of the Site and/or Application );

2.4.8     except as permitted by law, attempt to copy, modify, work around, by-pass, or otherwise change the Site and/or Application or the underlying data, systems or software; 

2.4.9     upload any information that adversely affect performance or availability of the Site and/or Application, or places an undue load on our network resources;

2.4.10   upload any information that contains any advertising, promotion or solicitation;

2.4.11   redistribute, encumber, sell, rent, lease, sublicense or otherwise transfer any related rights;

2.4.12   remove or alter any related trademark, logo, copyright or other proprietary notices, legends, symbols or labels;

2.4.13   link to the Site and/or Application from any website without Vialto Partners’s‘s prior written consent.

2.5        You agree that Vialto Partners cannot and will not undertake to approve or endorse any Content placed by you or by other users of the Site and/or Application. 

2.6        You warrant that you are authorised to post and submit Content on the Site and/or Application and that you have sought all necessary consents and obtained all necessary rights and/or permissions from third parties to do so.

2.7        You shall ensure that the Content submitted or provided is authentic, accurate and complete, and to update in time when the Content is changed. If the Content submitted or provided is inaccurate, untrue, unlawful, or if Vialto Partners reasonably suspects that it is inaccurate, false, or unlawful, you may not be able to use this the Site and/or Application or may have limited use of the function(s). You agree that Vialto Partners is not liable for any default that arises from the fact that the information provided by you is inaccurate, incomplete and/or misleading.

3.         Intellectual property 

3.1        You acknowledge that you have no rights of ownership of the Site and/or Application, and all right, title and interest in or to the Site and/or Application, including all Intellectual Property Rights, are the property of Vialto Partners and/or other Vialto Entities (as applicable). You acknowledge such ownership and intellectual property rights and will not take any action to jeopardize, limit or interfere in any manner with Vialto Partners’ s ownership of, or rights with respect to the same.

3.2        Third-party software or technology (including open source software) (“Third-party Software or Technology”) maybe adopted in the Site and/or Application. The relevant information of the open source software adopted in the Site and/or Application and its license terms are stipulated on the open source software information page of the Site and/or Application. You acknowledge and agree that your use of such Third-Party Software or Technology will be subject to the license terms of applicable Third-party Software or Technology. If any dispute arises from the use of the Third-party Software or Technology, such third party shall be responsible for resolving the dispute. Subject to applicable laws and to the maximum extent permitted by applicable laws, Vialto Partners shall take no obligation or responsibility for such Third-party Software or Technology under the Terms. When using Third-party Software or Technology adopted in the Site and/or Application, you guarantee that you will not to, and will not to authorize any third party to, use the Site and/or Application in the way which may result in the distribution, making public or making available to the public of the Site and/or Application (or any part of it), either for value or for free, no matter in source or in other forms specified in the relevant software license terms, or in any other copyright form.

4.         Links to other website and/or application

The Site and/or Application may contain links to other website and/or application of third party (“Third Party Site and/or Application”). You will need to make your own judgment regarding your interaction with Third Party Site and/or Application. Your interaction with Third Party Site and/or Application shall be subject to the terms and conditions, including but not limited to the Terms of Use and Privacy Statement, of such website and/or application. Third Party Site and/or Application is provided to you solely as a convenience, such website and/or application is operated by third party and is not under Vialto Partners’s control. Vialto Partners is not responsible for and does not endorse the content of any Third Party Site and/or Application, including any information or materials contained on such website and/or application.

5.         Changes and Access to the Web Site; Data Entry and Loss; Security Breaches

5.1        We make no representation or warranty with respect to the functionality or availability of the Site and/or Application. For a variety of reasons, the Site and/or Application or portions of it may be unavailable either temporarily or permanently without notice. We may at any time suspend your access to all or part of the Site and/or Application or change the content, presentation, performance, functionality and availability of the Site and/or Application.

5.2        Information and data related to the Site and/or Application may be irretrievably lost or destroyed at any time, and it will be your responsibility to make all necessary copies and backups of any appropriate information on the Site and/or Application. Neither we, nor our licensors or suppliers will have any liability due to your inability to access any portion of the Site and/or Application or any related data or information, nor due to the loss or destruction of any of that data or information.

5.3        You may be asked to provide information for us to use in its tax services directly through the Site and/or Application or by downloading an electronic spreadsheet or similar tool to fill out off-line that will then be uploaded through the Site and/or Application. In either case, you must ensure that all information provided by you is entered accurately and completely.

5.4        No web site or network is immune from unauthorized access. Accordingly, we will not have any liability or responsibility in connection with any unauthorized access to the Site and/or Application.

6.         Liability for the Site and/or Application

6.1        To the maximum extent permitted by applicable law, Vialto Partners, other Vialto Entities and their respective partners, directors and employees disclaim all warranties, either express or implied, including but not limited to, implied warranties of merchantability and fitness for a particular purpose with regard to the Site and/or Application; Vialto Partners, other Vialto Entities and their respective partners, directors and employees will have no liability for any damages or loss whatsoever, whether direct or consequential, special, incidental or indirect (including without limitation, damages for loss of business profits or revenues, business interruption, goodwill, work stoppage, viruses, computer failure or malfunction loss of business information, loss or corruption of data, or any other pecuniary loss) arising out of or in connection with the Terms, the Site and/or Application, the use of or inability to use the Site and/or Application or any other subject matter hereof even if Vialto Partners and other Vialto Entities and their respective partners, directors and employees have been advised of the possibility of such damages. In addition, to the maximum extent permitted by applicable law, neither Vialto Partners, other Vialto Entities, licensors or suppliers will be liable for any loss or damage suffered by you which arises out of or in connection with any information obtained by you via or in connection with the Site and/or Application.

6.2        To the maximum extent permitted by applicable law, you agree to defend (at the indemnified party’s option), indemnify and hold Vialto Partners, other Vialto Entities and their respective partners, directors and employees harmless from and against any and all losses, damages, liabilities, costs (including reasonable legal fees) and expenses in connection with any claim arising out of or in connection with any Content posted or transmitted by you using the Site and/or Application or that otherwise arise out of your use of the Site and/or Application or that of any other third party who is given or gains access to the Site and/or Application through your action or omission.

6.3        The Site and/or Application and confidential information provided to you hereunder are provided “as is,” “as available,” and to the maximum extent permitted by applicable law, Vialto Partners excludes all implied warranties regarding the Site and/or Application including without limitation warranties of merchantability, fitness for a particular purpose, accuracy, completeness, non-infringement, non-interference, error-free service and uninterrupted service.

6.4        If you are an Authorised Individual, you understand that you are being provided the Tax Services of a Vialto Entities under an agreement(s) with your employer. Because it is your employer that is a party to that agreement rather than you, you agree that you are not a client, and that you will therefore bring any unresolved disagreements or actions concerning those services to your employer for resolution, and you agree not to bring any action of any kind against any Vialto Entities providing you services.

6.5        6.5 To the maximum extent permitted by applicable law, (i) the resolution of any disputes and/or any claims in relation to the Site and/or the Application shall be pursuant to the engagement letter or other contracts entered into by and between Vialto Partners and Client or you for Tax Services.

7.         Privacy and monitoring 

7.1        By using the Site and/or Application, you agree that Vialto Partners may collect and use and transfer your personal data in accordance with the Privacy Statement. 

7.2        Vialto Partners reserves the right, but does not have an obligation, to monitor your use of the Site and/or Application and Content placed on the Site and/or Application from time to time. Where Vialto Partners monitors, it will do so in accordance with applicable law. When Vialto Partners notices, or a third party notifies Vialto Partners that such third party believes, that any Content submitted by you or by other users of the Site and/or Application violates applicable laws or regulations or the Terms, or violates, infringes any third party’s right or interest, or as required by law, regulation, court or competent authority, Vialto Partners may take one or more actions as follows with or without prior notice: (1) reject to publish any Content for you; (2) suspend all or part of the functions of the Site and/or Application to you; (3) delete any Content submitted by you to the Site and/or Application; (4) block your access to the Site and/or Application; (5) deactivate your account; and/or (6) report to the competent authorities.

7.3        Vialto Partners reserves the right to disclose any information as necessary to satisfy any law, regulation, court, governmental or professional authority orders.

7.4        If providing your true identification information is required according to relevant laws and regulations, please complete the real name authentication in accordance with relevant laws and regulations and make sure such information is authentic, accurate, complete and up to date. 

7.5        You agree and authorize that Vialto Partners can, based on the mobile phone number and other information you provided, conduct inquiry of user’s identity authenticity with public security authorities, telecommunication operators, and other relevant organizations or institutions if applicable.

7.6        The Site and/or Application shall not be used as a substitute to consultation with professional tax, accounting, legal or other suitably qualified advisors. Before making any decision or taking any action, you should consult with Vialto Partners or an applicable professional advisor who has been provided with all pertinent facts relevant to your particular situation. Given the changing nature of laws, rules and regulations and the inherent hazards of electronic communication, there may be delays, omissions or inaccuracies in the information presented on this Site and/or Application. Vialto Partners shall not be liable for any loss or damages arising from your reliance of the information presented on this Site and/or Application without appropriate consultation. 

8.         Downtime, data loss and security 

8.1        You acknowledge and accept that your use of the Site and/or Application is subject to the risks inherent in any connection and transmission on the internet, in particular in relation to security risks and vulnerabilities, technical performance and risk of interruption. Accordingly, Vialto Partners or other Vialto Entities shall not be liable to you in any circumstances for any losses or damages caused by disruption or failure of internet networks or for any interruptions to or restrictions on the accessibility of the Site and/or Application arising for any reason, including, but not limited to, by reason of a virus, security related vulnerability, or technical or operational failure of any nature. 

8.2        You understand and agree that the Site and/or Application may be unavailable due to scheduled maintenance. Vialto Partners reserves the right to prevent or limit access to the Site and/or Application for security, upgrades or other purposes.

9.         Term and termination 

9.1        Vialto Partners may terminate the Terms for convenience without penalty at any time with immediate effect. 

9.2        Without prejudice to any other rights, Vialto Partners may immediately terminate the Terms if you fail to comply with the terms and conditions of the Terms. 

9.3        Vialto Partners may terminate or suspend the use of the Site and/or Application to you, destroy any Content placed by you on the Site and/or Application, and/or block your access to the Site and/or Application any time and for any reason, including without limitation, if you breach the Terms and where Vialto Partners is required by law or order of any court or regulatory or professional agency to do so.

9.4        When Tax Services provided by Vialto Partners to Client or you is completed, Vialto Partners shall have the right to terminate your access or use of the Site and/or Application.

9.5        The Site and/or Application is not intended as a permanent repository for any Content placed onto it and we will not retain any Content for longer than is required for operational purposes and to ensure compliance with applicable laws, having regard to any specific arrangements agreed with you. 

9.6        All terms and conditions of the Terms that are intended by their nature to survive termination of the Terms shall survive termination and remain in full force, including without limitation, the terms and conditions concerning any disclaimers, intellectual property rights, duties of confidentiality, limitations of liability, duties of indemnification, warranties and provisions regarding resolution of differences. Although each party's's further rights and obligations cease immediately on termination of the Terms, termination does not affect a party’s's accrued rights and obligations at the date of termination.

10.        Governing law and jurisdiction 

10.1      The Terms are governed by and construed in accordance with the law of Singapore. The Singapore courts will have exclusive jurisdiction over any dispute, whether contractual or non-contractual.

11.        General 

11.1      The Terms will apply on each occasion you access the Site and/or Application, however Vialto Partners may amend the Terms at any time. Upon posting on the Site and/or Application, the new terms are automatically effective and binding on you. If you do not wish to accept such amendment, you may terminate your use of the Site and/or Application. All subsequent access and use of the Site and/or Application will be subject to such amended Terms of use. 

11.2      If there is any conflict between the Terms and any procedures or requirements set out in the Site and/or Application, the provisions of the Terms will prevail.

11.3      If any provision of the Terms is found by an arbitral tribunal of competent jurisdiction or other competent authority to be invalid, unlawful or unenforceable, then the provision or part will be severed from the remainder of the Terms which will continue to be valid and enforceable to the fullest extent permitted by law.

11.4      You shall not assign, transfer, change or otherwise seek to deal with any rights or obligations under the Terms without the prior written consent of Vialto Partners. Vialto Partners may assign the Terms without your consent.

11.5      No right under the Terms or breach hereof may be waived except in writing signed by the parties hereto. The failure of either party to require performance of any provision of the Terms will not be construed as a waiver of such party’s rights to insist on performance of such provision or any other provision at some other time.

11.6      You will comply with all applicable laws, rules and regulations in connection with your use of the Site and/or Application.

If assistance in relation to using the Site and/or the Application is required, please contact the corresponding Client for the support from Vialto Partners.

For complaints and reports regarding the Site and/or Application, please contact.

I hereby confirm that I have read and fully understood above terms and conditions and accept to access and use the Site and/or Application in pursuant to the Terms.

 

Appendix 1

 

Guidelines for Individuals Receiving Tax Services from Vialto Partners

 

PCAOB Rule 3523: Tax Services for Individuals in a Financial Reporting Oversight Role      

 

Purpose of this document:

As a global network of professional service firms, including auditing services, Vialto Partners’’ firms’’ business conduct is subject to mandatory rules from regulators, the professional standards promulgated by various licensing authorities around the globe and internal Vialto Partners’ policies.  Certain of these rules, standards and policies require that we maintain independence from our audit clients and their affiliates (referred to in this document as audit clients) and be aware of, and act on, conflicts of interest that may arise.  As a result, strict parameters govern the services we provide to both audit clients and certain other parties.  The purpose of this document is to help you understand the conditions under which Vialto Partners is able to provide you with domestic and/or foreign tax return preparation, tax planning advice and/or other tax-related services (referred to in this document as tax services).

Before we can provide you with personal tax services, we will ask you to confirm that you have read and understood this document, and that you have brought to the attention of Vialto Partners any facts that may have a bearing on our independence.

Background:

To avoid actual and perceived impairment of independence, regulators and professional associations require that accounting firms be independent of their audit clients.      

The U.S. Public Company Accounting Oversight Board (“PCAOB”), a subsidiary of the U.S. Securities and Exchange Commission (“SEC”) with whom a number of Vialto Partners firms are registered, has promulgated a rule (Rule 3523) which states: 

“a registered public accounting firm is not independent of its audit client if the firm, or any affiliate of the firm, during the audit and professional engagement period provides any tax service to a person in a financial reporting oversight role at the audit client, or an immediate family member of such person, unless –

(a) the person is in a financial reporting oversight role at the audit client only because he or she serves as a member of the board of directors or similar management or governing body of the audit client;

(b) the person is in a financial reporting oversight role at the audit client only because of the person’s relationship to an affiliate of the entity being audited – 

(1) whose financial statements are not material to the consolidated financial statements of the entity being audited; or

(2) whose financial statements are audited by an auditor other than the firm or an associated person of the firm; or

(c) the person was not in a financial reporting oversight role at the audit client before a hiring, promotion, or other change in employment event and the tax services are –

(1) provided pursuant to an engagement in process before the hiring, promotion, or other change in employment event; and

(2) completed on or before 180 days after the hiring or promotion event.”

Vialto Entities must therefore ensure as far as possible that they do not provide tax services to individuals who are within the scope of this rule.

Immediate family members:       

It is important to note that the prohibition on tax services applies not only to certain individuals who are employed by Vialto Partners clients, but also to their immediate family members.

The PCAOB has defined immediate family member as:

“a person’s spouse, spousal equivalent, and dependents”

Thus Vialto Partners’ independence could be impaired if, for example, it provided tax services to the estranged spouse of an individual in a financial reporting oversight role at one of its audit clients. 

This is why we ask our private clients and individuals who are employed by our non-audit clients to review their personal circumstances and alert us to any possible conflict with this rule. 

Audit clients and affiliates of audit clients:

The PCAOB regulates audit firms with respect to companies which have securities listed on a U.S. stock exchange.  Vialto Partners naturally maintains a list of all such companies for which it is the auditor of record.  The definition of an affiliate of an audit client for these purposes is complex, but basically it covers any entity that controls or is controlled by an audit client, or which is under common control with an audit client, and can include entities which have significant influence over an audit client, and entities over which an audit client has significant influence.  It can also include companies connected with the investment adviser or sponsor of a U.S. mutual fund audited by Vialto Partners.  It is therefore important that you disclose to your Vialto Partners contact any companies for which you believe you, or an immediate family member, may have a financial reporting oversight role.

Financial reporting oversight role:

The PCAOB has defined a financial reporting oversight role as follows:

“a role in which a person is in a position to or does exercise influence over the contents of the financial statements or anyone who prepares them, such as when the person is a member of the board of directors or similar management or governing body, chief executive officer, president, chief financial officer, chief operating officer, general counsel, chief accounting officer, controller, director of internal audit, director of financial reporting, treasurer, or any equivalent position”

Whether or not an individual is in a financial reporting oversight role in relation to an audit client can be a matter of judgment, and therefore it is important that where you have any uncertainty as to whether or not you are in a financial reporting oversight role, the facts are discussed with your Vialto Partners contact as soon as possible. 

Transitional arrangements:

The rule provides a certain amount of transitional relief where an individual’s circumstances change, such that a conflict with the rule arises for the first time.  Subject to Vialto Partners receiving adequate notice of such a change in circumstances, where the rule means that we can no longer provide you with tax services we will make all reasonable efforts to facilitate an efficient and effective handover to your new tax adviser.

Further information:

Compliance with this rule is extremely important to Vialto Partners and those of our audit clients affected by the rule.  If you have any questions regarding this rule and its possible impact on our ability to provide tax services to you, please do not hesitate to consult with your Vialto Partners contact, who will be glad to assist.

 

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