Contract Review for Accountants and Bookkeepers: the Clauses That Decide Whether You Get Paid

If you run an accounting or bookkeeping practice, two contracts decide how much of your work becomes money you actually keep: the engagement terms you hand clients, and the agreements you sign for software, outsourcing, referrals and your office. Both get skimmed, and both are where fee disputes start. Claim Done reads either one in plain English through its Contract & Agreement Reviewer, so the clause that would cost you later gets caught before you sign or send it. This is what to look for.

Your engagement letter is the contract, and thin ones cost the most

The benchmark here is APES 305 Terms of Engagement, the standard that members of CPA Australia, Chartered Accountants ANZ and the Institute of Public Accountants have to follow. The revised version applies to engagements that start on or after 1 January 2025, and it requires a member in public practice to document and communicate the terms of each engagement in writing. The whole purpose of that document, in the standard’s own framing, is to set out and confirm a shared understanding of the terms before work starts.

A verbal “I’ll do your returns and your BAS” is not that. Neither is a one-line quote emailed in a hurry. The standard says the engagement document should spell out the objectives and scope of the work, the basis and calculation of your fees, the billing schedule, and who owns the documents and data the engagement produces. Leave those vague and the argument writes itself the first time a client is surprised by an invoice. You can read the standard in full on the APESB website.

The fee clause that decides whether you get paid

APES 305 treats fees as something you state up front: the basis and calculation, whether that is time-based billing, a fixed price, referral fees and commissions, or a contingent arrangement, plus the billing schedule. Most disputes are not about the number. They are about the gap between a fixed-fee quote and work that quietly grew.

That gap has a name: scope creep. The fix is a variation clause that says what is inside the fixed fee, what counts as extra, and that you will tell the client before you start billable work outside the original scope. Put it plainly and the “quick question” that turns into two hours of reconstructing a messy ledger becomes billable instead of absorbed. Run the arithmetic on your own book. If you soak up two unbilled hours a month for each of forty clients, that is nine-hundred-and-sixty hours a year you worked for nothing, and no engagement letter in the drawer would have changed it, because the clause was never there.

If a client still will not pay after the work is done and your terms were clear, the written step is a letter of demand, which Claim Done drafts for A$49.

Who owns the file, and whether you can hold it

The ownership question catches practices out when a client leaves. APES 305 says the engagement document should make clear who owns the documents and electronic data produced by the work. It goes further on the touchy part: if you have a policy of exercising a right of lien over those documents when there is a fee dispute, that policy should be disclosed in the engagement document, including the process for dealing with disputes over the lien.

Read that the right way round. A lien is not a trump card you reach for after the relationship sours. It is a term you have to put in front of the client at the start, in writing, or you are relying on something you never told them about. Liens also have limits set by your professional body and by what the records are, so the clause needs to be drafted, not copied. This is exactly the kind of clause a review exists to pressure-test before it matters.

Outsourcing, the cloud and your liability cap

If your practice sends work offshore or runs on cloud software, APES 305 reaches that too. Using outsourced services or cloud computing, it says, changes the risk attached to the work and how a client’s confidential information is managed, and where you will use outsourced services you must document and communicate the details to the client. The standard points members to its companion guidance, APES GN 30 Outsourced Services, on how far that goes. Spelling out who processes the data and where it sits is no longer optional politeness. It belongs in the engagement terms, and a review will tell you whether yours mention it at all.

One more clause gets left out again and again. If you take part in a scheme under Professional Standards Legislation, APES 305 says you must disclose to the client that your liability may be limited under that scheme. A cap you never disclosed is a cap you may not get to rely on. These are short lines to add and expensive ones to be missing when a client comes back on a figure months later.

The contracts you sign are now a penalty risk too

The engagement terms are only half the exposure. The other half is every standard-form contract you sign to run the practice, and the rules there changed. From 9 November 2023, ASIC and the ACCC made unfair terms in standard-form small-business contracts illegal, with substantial penalties, and each unfair term counts as a separate contravention. A contract is covered when at least one party is a small business, defined as fewer than 100 employees or a turnover under $10 million; under the ASIC Act the regime reaches financial contracts with an upfront price of $5 million or less. The test for what is “unfair” did not change. The consequence of using one did. ASIC sets this out on its unfair contract terms page.

That lands on your practice two ways. The software, outsourcing and referral agreements you are handed are usually standard-form, so a review should flag unilateral variation rights, automatic renewals, broad indemnities and liability exclusions before you sign. The less obvious point is the one most practices miss: if you issue the same engagement template to every small-business client, that template is a standard-form contract too. A one-sided clause you pasted in years ago is no longer just untidy. It can be the thing that is caught.

Ending a client without a fight

Engagements end, and APES 305 already contemplates it, including when to reissue the engagement document for a recurring client after a change of ownership, a significant change to the work, or a change in the law. When you decide to stop acting, write it down. Confirm the last period you are responsible for, what fees remain outstanding, and how records and data will be handed over under the ownership terms you set at the start. A short, clear disengagement letter closes the loop; a silent drop leaves the ownership and fee questions open for someone to argue about later.

What Claim Done does, and what it costs

Claim Done is not a law firm. It generates ready-to-send documents and reviews from the information you give it. The Contract & Agreement Reviewer takes a contract you have been asked to sign, or your own engagement terms, and returns a plain-English read of the clauses that matter, so you make the call before you are committed. You review and approve what comes back, and then it is emailed to you. It is a flat fee with no subscription; the current figure is on the pricing page, and you get the review without paying a lawyer’s retainer to read a contract you could sign tomorrow.

Start your review on Claim Done: go to claimdone.com.au/begin, upload the contract or your engagement terms, answer the questions, and get back a marked-up read you can act on the same day.

Frequently asked questions

Do bookkeepers really need an engagement letter?

If you are a member of a professional body, APES 305 requires one for a member in public practice. Even if you are not, a written engagement document is what fixes the scope, the fee basis and who owns the records before anyone argues about them. It is cheaper to write than to defend going without.

Can I hold a client's records until they pay me?

You may have a right of lien, but APES 305 says your lien policy should be disclosed in the engagement document up front, including how disputes over it are handled. A lien you never mentioned to the client is far weaker, and your professional body sets conditions on what you can hold. Draft the clause deliberately rather than assuming the right.

Are my standard engagement terms caught by the unfair contract terms law?

If you issue the same template to every small-business client, it is very likely a standard-form contract. From 9 November 2023 unfair terms in those contracts are illegal and attract penalties, so a one-sided clause copied from an old template is now a risk worth reviewing out.

Is this cheaper than using a lawyer?

Yes. Claim Done charges a flat fee with no retainer, so you can have a contract or your engagement terms reviewed before you sign without paying a lawyer by the hour. The current price is on the pricing page.

How fast is it, and does Claim Done send anything for me?

You answer the questions, review and approve the output, and it is emailed to you, usually the same day. Nothing is sent to a client or anyone else on your behalf; you stay in control of what happens next.