Standard terms and conditions

INFORMATION SHEET – PLEASE READ

Before entering into an agreement, please ensure that you have read and understand this Information Sheet and our Standard Terms & Conditions of Engagement to which this information Sheet is annexed and to which it relates.

If you do not understand this Information Sheet or the Standard Terms & Conditions of Engagement, you should seek independent legal advice.

These documents govern our dealings with you and how we are to provide our services to you, as well as our obligations to you and your obligations to us. You should be aware that the Standard Terms & Conditions of Engagement contain provisions that may substantially prejudice your interests, including the following clauses:

Confidentiality and Privacy:

These clauses allow us to disclose personal information that you provide to us to third parties in a form that may identify you in order to perform the services you have engaged us to perform.

Limitation of Liability:

This clause limits (to the extent permitted by any relevant law) or completely excludes our liability for certain claims or loss, damage or expense you may suffer in relation to our engagement. You may therefore be limited or prevented from seeking a refund or compensation from us for those losses.

Third Party Suppliers:

This clause excludes our liability for any loss you may suffer as a result of your use or reliance on any third-party software supplier. You cannot seek to recover any such loss from us.

Lien:

This clause allows us to retain any of your funds, property or papers that we are holding until we receive payment of all amounts owing to us.

Standard Terms & Conditions of Engagement

These terms & conditions of engagement apply to and govern the services you have engaged us to provide as detailed in the Engagement Letter attached to these terms or in which these terms are referred ("Engagement Letter"). These standard terms & conditions may be updated from time to time, and the most current version can be found on our website at www.pkf.com.au/standard-terms-and-conditions/.

The relevant legal entity is the PKF firm named in the PKF Engagement Letter which specifies the work to be performed for the Client (the "Services") and / or the letterhead on which the work is delivered.

“Associated Parties” are those entities nominated in the Engagement Letter and any entities associated with you by virtue of your ability to direct or control, or your legal or direct or indirect beneficial interest in such entities, and any other parties defined as your associates under the Income Tax Assessment Acts 1936 or 1997 for which PKF performs services.

Our Engagement Letter and our standard terms & conditions together form one legally binding agreement between the relevant PKF Australia member firm as listed on the above site with whom you are engaging (“PKF”, “us”, “we”, “our”) and the person(s) and/or entity(ies) named in or to whom the Engagement Letter is addressed (“you”, “your”) (“Agreement”). If anything in these terms & conditions is inconsistent with our Engagement Letter, our Engagement Letter takes precedence.

Acceptance - You may accept this Agreement by doing one or more of the following:

- signing these terms & conditions or the Engagement Letter; or

- continuing to instruct us either in writing or by giving verbal instructions or providing information to us after receiving this agreement”

Validity – If any provision of this contract is held to be invalid, in whole or in part, such provision shall be deemed not to form part of the contract. In any event, the enforceability of the remainder of the contract will not be affected, provided always that if any such deletion substantially affects or alters the commercial basis of these terms and conditions, the parties shall negotiate in good faith to amend and modify them as may be necessary or desirable in the circumstances.

Force majeure – neither party will be liable to the other for any delay or failure to fulfil obligations caused by circumstances outside our reasonable control including pandemic. If such reasons continue to prevent performance of either party’s duties and obligations for a period of more than 60 days, we will consult each other for the purpose of agreeing what action should be taken.

Entire Agreement - The contents of these terms and conditions constitute the entire agreement between the parties and supersede any prior negotiations, representations, understandings or arrangements made between the parties regarding the subject matter of this agreement, whether orally or in writing.

Destruction of Files - After the conclusion of the service provided for you, you may leave papers to which you are entitled in our possession. You authorise us to destroy all files and records relating to the service, including papers that you have not retrieved, after seven (7) years from its completion, as is our normal practice.

If you wish to retrieve papers or documents to which you are entitled or request us to transfer your file, we reserve the right to image and retain or photocopy your file and all related documents.

Assignment - PKF may without the consent of the client assign or novate this contract to a successor to the business of PKF to which this contract relates.

1. Confidentiality

1.1 We will at all times seek to maintain the confidentiality of your information.

1.2 You agree that we may disclose your confidential information if required to do so by law or if you authorise us to disclose the information. You also agree that, unless you instruct us otherwise, we may, on a confidential basis, provide your confidential information to:

(a) third parties, where we consider it appropriate for the conduct of a matter;

(b) your other professional advisors; and

(c) our professional advisors and auditors.

1.3 You must, unless we otherwise agree in writing, at all times maintain the confidentiality of any information that we provide to you during the course of a matter. You acknowledge that our Costs Agreement and any advice we provide to you are confidential.

1.4 Unless otherwise advised by you in writing, you agree that we may publicly disclose that we have or are acting for you in a matter, including in tenders and other marketing material and may include in such material a summary of the matter.

1.5 You agree that we are not obliged to disclose to you any confidential information that we have received from a third party, including a client, irrespective of whether that information is relevant to your files.

1.6 Other clients are often interested to know, or have commercial reasons for needing to know, the names of clients for whom we have done work. Without limiting the statement made above we presume your permission for us to disclose (in what we regard to be appropriate circumstances), the fact that we have acted for you without disclosing the details of the work that we have done for you. If this presumption does not suit you, please let us know and we will make sure that we will not disclose your name to anyone except as legally necessary in the course of doing your work.

1.7 Our files may be subject to review as part of the quality control program of Chartered Accountants Australia and New Zealand (or any replacement of or any similar governing authority or institute), which monitors compliance with its professional standards. We advise you that by signing this letter you acknowledge that, if requested, files relating to this engagement will, subject to your approval, be made available under this program. If your file is selected for such review, we will advise you and seek your consent to disclose your file in accordance with strict confidentiality requirements that apply under this program. To the extent permitted by Australian law, you are permitted to decline to be part of that review, however, you must promptly advise us if you so decline.

2. Privacy

2.1 Your personal information, whether provided by you or by any other person, is protected under the Privacy Act 1988 (Cth).

2.2 You authorise us to collect and use your personal information provided to us in order to carry out work on your files. You also consent to us disclosing such personal information where necessary to others in furtherance of or in connection with your files (for example, within the firm, to the court, to the other party or parties to litigation and to experts, valuers and barristers).

2.3 You acknowledge that the use or disclosure of your personal information may be required or authorised under law.

2.4 You agree that we may use or disclose your personal information to market our services to you and to provide you with publications and marketing information that we consider are relevant to you. You will let us know if you do not wish to receive this information.

2.5 You agree to comply with all legislative requirements regarding privacy, including in relation to the collection, use and disclosure of:

(a) personal information we provide to you; and

(b) personal information provided by you to us, including personal information about any individual in relation to your files.

2.6 A copy of our privacy policy, which provides further information about our privacy obligations and how you may gain access to your personal information, can be viewed on our website or a copy can be provided on request.

3. Intellectual property

3.1 Unless otherwise agreed in writing, we own all intellectual property rights in all:

(a) works;

(b) subject matter other than works;

(c) inventions;

(d) innovations; and

(e) designs, 

developed, created, invented, produced, made or prepared by us in connection with your matters on our engagement.

3.2 We are entitled to make and retain copies of all documents and things you provide to us.

3.3 We may use any of the Materials, created either by us or by any person we instruct on your behalf, for any purpose provided we do not breach our duty of confidentiality to you. We may hold these Materials in hard copy, in electronic format and in our know-how database.

3.4 You may use or re-use Materials we prepare for you in the course of your matters, but only for the purpose for which they were brought into existence.

3.5 If you wish to retrieve papers or documents to which you are entitled or request us to transfer your file, we reserve the right to image and retain or photocopy your file and all related documents.

3.6 The working papers we produce in relation to the services (that do not form part of our final work product) are our property. Where reasonably possible we will inform you if any other person seeks access to our work papers we produce in the course of our work for you. We will seek your consent before granting access to any person unless we are compelled to do otherwise at law. In certain circumstances, statutory authorities, may request access to information and work papers and we may not be legally able to prevent such access.

4. Transborder data flows

4.1 There may be occasions when personal information is transferred outside of Australia within our global network. Generally, this will occur in the provision of services to you and the transfer of this information outside of Australia will have been disclosed to, and authorised by, you as part of the terms of our engagement. When transferring personal information outside Australia within our global network, we will comply with the requirements of the Act that relate to transborder data flows. Where the international transfer of personal information outside is to countries whose privacy laws may be considered not to provide the same level of protection as Australia, we will use our best endeavours to safeguard your privacy in accordance with our existing obligations and this Policy.

4.2 If you (or the individual to whom the personal information relates) wish to access, amend, or otherwise deal with the information provided to us, you (or the individual) should contact our Privacy Officer, Steve Meyn on telephone (02) 4962 2688 or at [email protected].

5. Anti-money laundering and counter-terrorism financing (AML / CTF)

5.1 PKF from time to time may request information from Client to meet PKF’s obligations under the AML/CTF Act.

5.2 Where PKF provides a designated service (as defined under the AML/CTF Act), PKF is a reporting entity under the legislation and as such must meet stringent identification and verification requirements.

5.3 This means that before providing a Client with a service, PKF must verify the Client’s identity by collecting information to identify it or any agent acting on the Client’s behalf and taking steps to verify this information.

5.4 PKF will maintain all information collected in a secure manner in accordance with the relevant privacy principles and the AML/CTF Act. PKF will only disclose information about the client where PKF reasonably considers that PKF is required to do so under Australian Law.

5.5 This means that the Client’s identification information may be disclosed to government agencies or law enforcement agencies. PKF may also disclose this information to other Company entities involved in providing services to the Client to the extent that this information is required to fulfil that entity’s AML/CTF obligations.

5.6 The Client agrees to provide such information upon request. If the Client does not provide this information, PKF may not be able to provide it with the Services.

6. Documentation

6.1 Any documentation provided to us for the purpose of our engagement must be complete, relevant and free from material errors. It is solely your responsibility to provide us with legible, reliable, complete and accurate accounting records.

6.2 You must ensure that appropriate back-up, security and virus checking procedures are in place for any computer facilities you provide.

6.3 You acknowledge that information made available by you or by others on your behalf to directors, divisional directors or staff of PKF who are not engaged in the provision of the Services, or which is otherwise known by them, shall not be taken to have been made available to PKF or to the individuals within PKF who are engaged in the provision of the Services.

6.4 You must promptly provide us with any report or advice that you obtain from any third-party advisor, consultant or expert that relates to the work performed by us under any of our engagement.

6.5 Furthermore, you must immediately disclose any information to us that is relevant to our engagement or that could result in us preparing false or misleading financial statements or other documents.

6.6 All working papers and other documents created by PKF will remain the property of PKF. Documentation will be kept by PKF for a period of seven (7) years (or such shorter period as permitted by law) and then destroyed.

6.7 All records generated and maintained by you, including all original records, documents and other source material you provide to us in the performance of our services will remain your property and will be returned to you upon completion of the Services. You authorise us to retain copies of all such records and material as we consider necessary, however you acknowledge that we are not responsible for retaining any such copies on your behalf for any reason.

6.8 Where we store any records, material or documents on your behalf we may charge you reasonable retrieval fees if you request copies of or access to those documents.

7. Communication

7.1 Your acceptance of this engagement grants us authority to act on your behalf, receive and send correspondence to regulatory governing bodies, as well as communicate with your software partners, financial planner, risk insurer, bankers, solicitors, investments and finance companies as required to complete your work. We acknowledge the trust bestowed on us by you to do this and will carry out all representations in a professional, ethical manner.

7.2 You must provide us with complete, clear, accurate, meaningful and timely instructions, and all information and documents requested by us or necessary for us to carry out the work you have engaged us to carry out on a matter. Unless you instruct us otherwise, we are entitled to rely, without verification, on such instructions, information and documents.

7.3 The success of the our services and the accuracy of our estimates for completion is dependent on your timely co-operation. As we offer expert, timely and courteous service, we expect our clients to do the same – providing requested information in a timely manner, meeting agreed timeframes and addressing our staff in a polite, courteous and professional manner. Our service team reserve the right to not start work until all information has been received. If you do not provide, or delay in providing that co-operation, you agree to pay us any additional consulting fees and expenses which may result.

7.4 Your responsibilities may include:

(a) providing the materials and information we reasonably require from time to time for the services, and (if stated in your brief, our proposal, or our engagement letter) your staff to work with us;

(b) ensuring that appropriate back-up, security and virus checking procedures are in place for any computer facilities you provide;

(c) making your team, including senior executives, available for consultation on request;

(d) when on your site providing reasonable working facilities for us;

(e) notifying us of any issues, discrepancies or grievances you may have as soon as they arise so that we have the opportunity to rectify them immediately;

(f) presenting all records to the best of your ability and in accordance with the law and do not give instructions or records that are deliberately false or intentionally misleading;

(g) providing us with source records and documents to meet any and all deadlines in an efficient, stress free and timely manner. We reserve the right to apply additional fees for work considered urgent;

7.5 You must consult with us before engaging another firm to advise you on this matter.

7.6 You must immediately notify us if:

(a) you discover that you have provided us with instructions, information or documents that are incomplete, unclear, inaccurate or misleading;

(b) there is a material change in facts, assumptions or circumstances relevant to a matter;

(c) your contact details change;

(d) you do not have the financial capacity to pay our Legal Costs when they fall due; or

(e) a resolution (including a resolution of your board of directors or trustees) required for our engagement or continued engagement is not passed or authorised or if there is any lack of authority on the part of any person who provides us with instructions on your behalf at any time.

7.7 If we become aware that you have failed to comply with the above clause, we may without limiting any other rights we may have, immediately suspend all or part of our work and/or terminate our engagement in any or all of your files.

7.8 You must make your team, including senior executives, available for consultation on request.

7.9 You must make decisions promptly, to facilitate the performance of the services.

7.10 Where we ask questions of you regarding the information provided. You are responsible for providing accurate and complete responses to our questions within a reasonable time. This should not be taken as meaning that we will verify the accuracy and completeness of the information provided.

7.11 We may communicate with you and others by electronic means. You acknowledge that there are risks associated with electronic communications, such as unauthorised copying, recording, reading or interception of, interference with, viruses or other defects in, or delay in or non-delivery of, such communications. You release us from any claim you may have as a result of loss or damage relating to our communication by electronic means.

8. Cloud Computing and Outsourced Services

8.1 In the provision of goods or services to you, we may outsource some services (Outsourced Services) to be performed by a third party (Outsourced Service Provider), engage third parties to provide cloud computing services, or use Artificial Intelligence (AI). Please notify us if you do not wish for us to engage Outsourced Service Providers or cloud computing service providers or use AI in the provision of services to you – noting that this may limit our ability to perform an engagement for you.

8.2 Where we engage Outsourced Service Providers or cloud computing service providers or use AI in the provision of services to you:

(a) we will maintain a schedule of cloud computing services detailing the cloud computing provider as well as a link to their terms and conditions which outline the geographical location of where the cloud computing will be provided and how your confidential information will be stored as part of those services;

(b) the schedule can be viewed upon request;

(c) please be aware that we may update this schedule from time to time without notice to you;

(d) where our engagement involves or may involve cloud computing services you must ensure that you regularly review and agree with contents of the schedule.

8.3 In the provision of goods or services to you, we may outsource some services (Outsourced Services) to be performed by a third party (Outsourced Service Provider).

8.4 We maintain a schedule of Outsourced Services detailing the Outsourced Service Providers, the geographical location of where the Outsourced Services performed by each Outsourced Service Provider will be performed and the nature and extent of the Outsourced Services to be utilised.

8.5 The schedule can be viewed upon request.

8.6 Please be aware that we may update this schedule from time to time without notice to you.

8.7 Where our engagement involves or may involve Outsourced Services you must ensure:

(a) that you regularly review; and

(b) agree with contents of the schedule.

8.8 Please notify us if you do not wish for us to engage Outsourced Service Providers or cloud computing service providers in the provision of services to you.

8.9 Where you so notify us, we may be prevented from completing our engagements or providing some or all of the services to you.

9. Your Warranties

9.1 You represent and warrant to us that all records, source material, financial, taxation and other information (your information) that you (or others on your behalf) provide to us is complete, accurate and not misleading and we are entitled to make this assumption in the provision of our services to you. Further, you warrant that you are permitted to use and provide to us your information.

9.2 If there are any errors or inaccuracies in your information and the assumptions set out in the previous paragraph are incorrect, you must notify us immediately and undertake not to rely or act upon our advice or services until you have notified us of the inaccuracies or incorrect information and we have confirmed in writing that we have updated our advice and services to account for those matters.

9.3 You acknowledge and agree that we are not responsible for, and you release us from any claims you may have or loss, cost, damage or expense that you incur as a (direct or indirect) result of any services that are delayed or prevented from being provided at all, or any advice or services that we provide that are incorrect as a result of incomplete or inaccurate material or information provided by you or on your behalf.

9.4 You accept and acknowledge that, subject to any statement made in these terms and conditions and compliance with any statutory warranties, we have not made any warranties or guarantees of any nature in respect of the services or satisfactory conclusion of the services or with respect to the economic, financial or other results which you may experience as a result of the provision of the service.

9.5 You acknowledge that PKF is engaged under this Agreement as an independent contractor. No person is authorised to give any representations on behalf of PKF except as set out in the Agreement, and any such representations, which have been or may be given cannot be relied upon and are void.

9.6 If we receive any legally enforceable notice or demand issued by any third party including the ASIC, ATO, ASX, any government statutory body or instrumentality, any Court or tribunal in relation to or in connection with this engagement, you agree to pay our reasonable professional costs and expenses (including solicitor client expenses) in complying with such notice or demand to the extent that our costs and expenses are not recovered or recoverable from the party issuing the notice or demand.

9.7 You warrant that, by signing or otherwise accepting this Agreement, you have full authority to enter into this Agreement and provide instructions and information on behalf of the client or the client group.

9.8 You acknowledge and agree to pay our fees within our agreed payment terms.

10. Limitation of Liability

10.1 Where allowed under legislation our liability is limited. Under the Professional Standards Legislation in each State and Territory of Australia, including the Professional Standards Act 1994 (NSW); Professional Standards Act 1997 (WA); Civil Law (Wrongs) Act 2002 (ACT); Professional Standards Act 2003 (Vic); Professional Standards Act 2004 (NT); Professional Standards Act 2004 (Qld); Professional Standards Act 2004 (SA); Professional Standards Act 2005 (Tas) and the Scheme approved under those Acts, the liability of the firm, its partners, associates and employees or contractors is limited by a scheme approved under Professional Standards Legislation. A copy of the Scheme is available on the websites of

Chartered Accountants Australia and New Zealand http://www.charteredaccountants.com.au/TheInstitute, and CPA Australia www.cpaaustralia.com.au.

10.2 It is a condition of our engagement that our liability for any loss or damage incurred by you, even if connected with the provision of the Services by us, will be reduced to the extent that the loss or damage was caused or contributed to by your own conductor by the conduct of others or by a breach of any warranty given by you.

10.3 In all instances, other than as expressly set out in these terms and conditions, the total aggregate liability of PKF to the client for loss or damage (including indirect and consequential loss or damage), caused by, resulting from, or in relation to the services, including whether arising from breach of contract, negligence, or any other tort, in equity or otherwise, and whether or not PKF was advised of the possibility of such loss or damage, is limited (to the extent permitted by law) to an amount equal to the limit of the relevant insurance cover held by PKF.

10.4 We have a duty to act in your best interests, subject to an overriding obligation to comply with the law; e.g. we could not lodge a document for you that we knew to be materially false. Where relevant, our advice and services will be based on Australian taxation law in force at the date of provision. It is your responsibility to seek updated advice if you intend to rely on it at a later stage. Australian taxation laws are subject to frequent change and our advice will not be updated unless specifically requested by you.

10.5 To the extent permitted by law you agree that we will not be liable to you for any indirect or consequential loss, loss of income, profit or opportunity or for any contingent, consequential direct/indirect special or punitive damages whether caused by or in relation to breach of contract, warranty, tort, product liability, contribution or strict liability and whether arising under this Agreement, at law or in equity.

10.6 To the extent permitted by law, we will not be liable to you for any loss (of any nature including those detailed in the preceding paragraph) in circumstances where you have acted contrary to, or have elected not to follow, the advice given to you by us or any advice received by you from a third party advisor, consultant or expert procured with the consent or at the recommendation of PKF.

10.7 To the extent permitted by law, we will not be liable to you for PKF’s employees and directors will not be liable to the Client in respect of any loss or damage suffered by the Client as a result of Services provided by PKF.

10.8 You warrant that that you will not bring any claim arising out of the Contract against any of PKF’s directors and employees personally.

10.9 You warrant that that you will notify PKF of any medical and health related risks and requirements, as well as provide PKF staff with a safe working environment, in times where PKF staff carry out procedures on your premises or place of operations.

10.10 We require you, when appropriate, to hold a health and safety briefing at the beginning of each assignment for those involved regarding any hazards, the provision of any personal protection equipment, and the details of your accident reporting and emergency procedures.

10.11 We also require you to comply with all reasonable instructions from us in relation to health and safety matters affecting our people.

10.12 You agree to comply with all statutes, bylaws, codes of practice and legal requirements with which you are ordinarily required to comply in respect of your own staff.

10.13 You acknowledge that PKF is contracting with you as the principal for and on behalf of PKF’s employees and directors. PKF’s employees and directors will not be liable to you in respect of any loss or damage suffered by you as a result of Services provided by PKF.

10.14 You represent and warrant that you will not bring any claim arising out of the Contract against any of PKF’s directors and employees personally.

10.15 You agree not to provide such report to any third party or refer to us or the services without our prior written consent. We assume no responsibility to any third party to which any advice or report is disclosed or otherwise made available. No copy, extract or quote from it may be made available to any other party without our prior written consent.

10.16 You may provide a copy, extract or quote from the report:

(a) to your advisers and consultants;

(b) as required by law; or

(c) for the purpose of giving evidence in Court proceedings or any arbitration or mediation (with the consent of PKF which shall not be unreasonably withheld).

11. GST

We may increase our fees by an amount in respect of GST in connection with our liability to pay GST on the supply of any goods or services in the course of carrying out work for you. That includes an amount on account of any GST we pay on outgoings we incur on your behalf and any amounts we lose by way of entitlement to a refund or credit for any GST which has been charged to us or paid by us.

12. Credit Policy

The period from the date of invoice within which our clients may settle their fees will be shown on each invoice. We render may accounts as interim work progress and / or upon finalisation of the engagement. We reserve the right to recover costs, including time costs and legal expenses incurred in relation to collecting outstanding invoices.

13. Payment of Invoices

The available methods of payment of our invoices will be detailed on each invoice and may include credit card payments. Credit card payments will incur a surcharge in addition to the invoice amount. The amount of each surcharge will be added to the total invoice amount and may vary depending on the type of credit card to be used. By electing to pay your invoice by credit card you agree to pay the relevant surcharge in addition to and at the same time as payment of the invoice is made. Where payment is taken using the Apxium platform, the credit card surcharge amount will be shown in the subsequently-issued tax receipt for the payment.

14. Dispute Resolution

14.1 If a dispute or claim arises between PKF and you during the engagement, then the parties will confer and act in good faith to resolve a course of action within thirty (30) days of notification by any party to the others of the claim or dispute.

14.2 If after exhausting the procedure as set out in the preceding paragraph, the parties do not resolve the dispute or claim arising out of this engagement, then such dispute or claim must be resolved by expert determination conducted in accordance with the Australian Commercial Disputes Centre Limited (“ACDC”). Expert determination will be conducted in Sydney. For the purposes of the expert determination, any party to this engagement may refer the matter to the ACDC but must give written notice to the other parties of this within seven (7) days of writing to, or contacting the ACDC. Subject to other provisions of this engagement, the expert’s determination will be final and binding on the parties. The costs of the expert engaged to conduct the determination will be paid by each of you and us equally.

15. Credit Reports

The Privacy Act prohibits us from obtaining credit references from credit reporting agencies without the consent of the party concerned. Like most businesses, we reserve the right to obtain credit reports on our clients. If you instruct us to act for you, you consent to us obtaining a credit report in relation to you. We will not disclose the contents of that report to anyone else. This is a matter which we must raise with all of our clients, considering the provisions of the Privacy Act. It is not directed specifically to you or to anyone else.

16. Third Party Suppliers

16.1 As part of our service, from time to time, we may offer or recommend third-party software suppliers as either part of our offering or at an additional cost. Any supply made by third party suppliers may be subject to separate terms and conditions of each of the suppliers. You should not agree to engage any third-party suppliers without obtaining and reviewing a copy of any such terms and conditions.

16.2 PKF will only recommend third-party software where we deem appropriate but we will not be liable for any loss, cost, damage or expense that you incur directly or indirectly as a result of your use or reliance upon any third party software.

17. Additional Work

17.1 If additional work that is outside of the scope of works detailed in the Engagement Letter flows on from this engagement, the same engagement conditions will apply except where otherwise agreed. You agree that any time that we spend in complying with statutory and audit obligations on your behalf (unless expressly included in the Engagement Letter) will be additional work.

17.2 Notwithstanding that this additional work will be governed by this Agreement, you acknowledge and agree that it will not be included in our existing fee estimate and you will be responsible for all additional fees, costs and expenses incurred directly or indirectly by us in completing the additional work. We will provide you a cost estimate for the additional work as soon as practicable upon being required or required to undertake the additional work.

18. Drafts

18.1 You agree that no reliance shall be placed on draft reports, draft conclusions or draft advice, whether oral or written, issued by us as they may be subject to further work, revision and other factors which may mean that such drafts are substantially different from any final report or advice issued.

18.2 Written advice and final reports shall take precedence over any oral advice and interim reports. PKF is not responsible for updating any opinions, advice or reports subsequent to the issue of a final version.

18.3 We provide services in accordance with standards issued by the Accounting Professional & Ethical Standards Board. This includes APES 110 Code of Ethics for Professional Accountants (including Independence Standards), which among other things contains provisions that apply if we become aware of any actual or potential ‘non-compliance with governing laws or regulations’ (NOCLAR).

18.4 Where any such non-compliance poses substantial harm (such as serious adverse consequences to investors, creditors, employees, auditor, group auditor or the public), we may be required to disclose the matter to an appropriate authority. Unless otherwise stated in our scope of works (such as in the performance of an Audit), our engagement must not be relied upon to disclose errors or irregularities including fraud; however, we will inform you of any such matters that come to our attention.

18.5 Any valuation service will be conducted in accordance with APES 225 Valuation Services issued by the Accounting Professional & Ethical Standards Board Limited (APESB).

18.6 Any forensic accounting service will be conducted in accordance with APES 215 Forensic Accounting Services issued by the APESB.

18.7 Any outputs are prepared for distribution to the parties of our engagement and relevant statutory bodies for the agreed purpose. We assume no responsibility for reliance on our outputs by anyone other than this.

18.8 Any financial reports compiled will not be prepared in accordance with any particular financial reporting framework unless this is specifically required by you or by a particular law or regulation. Any known departures from a specified or mandatory statutory financial reporting framework will be disclosed within the financial report, and when considered necessary, will be mentioned in our compilation report.

18.9 Where a PKF Australia member firm is not licensed to provide financial products advice, we will not make recommendations regarding financial products. We are able to refer you to relevant licensed professionals who can provide financial and advice under their Financial Services license.

18.10 Where PKF Prepares Or Assists In The Preparation Of Business Activity Statements (BAS) Incorporating GST - propose we include this or a version of it:

(a) Responsibility for accounting and internal GST control systems will be as follows:

(b) The responsibility for the maintenance of your accounting and internal GST control systems rest with you. We have not reviewed, nor been asked to review, your GST accounting records/software.

(c) You confirm that your GST accounting records/software will produce the necessary BAS summary information in an appropriate format for us to complete each of the labels in the GST calculation sheet on the BAS. Our engagement is limited to accepting your GST summary figures for BAS lodgement purposes. We will not verify the accuracy of the figures and information provided by you and you must bear full responsibility for them.

(d) To the extent we may be required to assist in summarising records to assist in the preparation of BAS summary information, we will rely on and not verify the accuracy of records you have maintained from which summarised data is extracted.

18.11 We will rely on and process the financial information you provide to us without any review of the primary source documents. In doing that, we will make the following specific assumptions:

(a) You have the necessary supporting documentation to satisfy the ATO for GST purposes (e.g. GST reconciliation worksheets).

(b) At the time of lodgement of your BAS, you hold valid tax invoices and adjustment notes for all expenditure incurred by you in respect of which an input tax credit or decreasing adjustment is being claimed.

(c) The information provided by you in respect of input tax credits where the acquisition has been made partly for a private or domestic purpose or partly for input taxed supplies, is correctly apportioned.

(d) If you account for GST on a cash basis you have identified in the information provided to us, and will only claim, input tax credits in respect of expenditure you have actually paid during the relevant quarter.

18.12 Where we provide you with taxation services and / or advice:

(a) Under the taxation law, responsibility for the accuracy and completeness of income tax returns and statements/returns made to the Australia Taxation Office vests with the taxpayer (or officers of the taxpayer entity).

(b) There is a regime for the regulation of tax agents under the Tax Agent Services Act 2009 and accompanying legislation (TASA). The regime imposes responsibilities on both Tax Agents and their clients.

(c) Under the TASA Tax Agents must comply with a code of conduct that includes the requirement that we take reasonable care in ascertaining a client's state of affairs in relation to preparing tax returns or providing tax advice for clients. In order to take reasonable care in relation to your taxation affairs we request that you provide us with all relevant information. Where there is some doubt concerning any information provided to us, we are required by the TASA to make reasonable enquiries as to the completeness, correctness and accuracy of the information.

(d) The tax law imposes penalties on taxpayers where the taxpayer or their agent makes false or misleading statements in relation to the taxpayer's affairs. From 1 July 2010 these penalties can apply even if there is no tax shortfall amount. Therefore, it is important to ensure you provide us with all relevant information for the preparation of the return or provision of advice and that it is accurate in all material particulars even if it does not affect the ultimate tax payable.

(e) An important feature of TASA for clients is the provision of a “safe harbour” protection from penalties in certain circumstances for taxpayers who engage registered tax agents. To obtain the benefits of “safe harbour” protection, the legislation requires the client to provide the registered tax agent with “all relevant taxation information” to enable accurate statements to be provided to the Australian Taxation Office. You can find further information regarding the "safe harbour" protection on the Tax Practitioners Board Website: www.tpb.gov.au- safe harbour.

19. Unforeseen Circumstances

19.1 Sometimes provision of our services might be delayed due to unforeseen circumstances. These may include, among other things, staff illness, accidents, mechanical breakdowns or computer failure.

19.2 If we have not caused or contributed to a delay we will be excused from providing the services anticipated by this letter for as long as and to the extent that the prevention or delay lasts and any such delay does not amount to a breach of this Agreement by us.

20. Procedures in relation to tax invoices and payment

20.1 Our fees include the time spent by professional and secretarial staff with appropriate levels of skill and experience. Costs relating to the work performed by the people assigned to the engagement are charged on the basis of time incurred and / or fixed price services as agreed.

20.2 Disbursements such as photocopying, courier, facsimile, telephone, search fees and travelling expenses will be itemised separately and charged as incurred unless otherwise specified.

20.3 We will send you a tax invoice containing information of our professional fees and charges, disbursements and expenses, the GST payable if relevant and the due date of the invoice, issued periodically at such intervals determined by us acting reasonably when the work is in progress, or at milestones as agreed.

20.4 PKF's standard policies are to use business class within Australia for flights of duration greater than two hours (otherwise economy) and business class or equivalent for overseas air travel, unless otherwise specifically arranged. All disbursements will be charged at cost and itemised in PKF invoices.

20.5 If our costs are not paid within thirty (30) days of receipt by you of our tax invoice, we may charge a commercial rate of interest on the unpaid amount at a rate of 1% monthly compounded.

21. WH&S

21.1 PKF staff will at times carry out procedures on your premises or place of operations. During these times it is expected that you will notify PKF of any medical and health related risks and requirements, as well as provide PKF staff with a safe working environment.

21.2 We require you, when appropriate, to hold a health and safety briefing at the beginning of each assignment for those involved regarding any hazards, the provision of any personal protection equipment, and the details of your accident reporting and emergency procedures.

21.3 We also require you to comply with all reasonable instructions from us in relation to health and safety matters affecting our people.
21.4 You agree to comply with all statutes, bylaws, codes of practice and legal requirements with which you are ordinarily required to comply in respect of your own staff.

22. Conflicts of interest

22.1 We have internal policies and procedures to minimise the risk of conflicts of interest arising and for dealing with conflicts of interest if they do arise. Further details can be provided on request.

22.2 To assist us in checking for conflicts, prior to us commencing work on a matter and during the course of the matter (immediately on becoming aware of any new information covered by this clause), you must:

(a) notify us of all names you use and of the names of any associated or related entities to you;

(b) notify us of the names of any other persons that are or may become involved in the matter, including those that have interests adverse to your own; and

(c) provide us with any other information that we reasonably require.

22.3 You agree that we may accept instructions from other clients or prospective clients:

(a) operating in the same or competing markets as you and whose commercial interests may conflict with your own; and

(b) whose interests are adverse to your own (including where that client or prospective client is opposed to you in litigation, except where we are acting for you in that litigation),
provided that this does not involve us using your confidential information without your consent.

22.4 advising us if you become aware of any real or potential conflict of interest, generally any event which may result in us becoming unable to remain objective in our services to you, such as changes to your business circumstances, events affecting your family (e.g. death and/or marriage breakdown) or a legal action commencing against you.

23. Termination of the Engagement

23.1 You may terminate our engagement at any time by giving us 14 days written notice of such termination.

23.2 We may (in our discretion) elect not to continue to do work for you or terminate this Agreement in any of the following circumstances. We will give you written notice of our suspension of work or termination of this Agreement:

(a) You fail to pay our tax invoices or any other money owing to us by the due date;

(b) You fail to provide us with adequate instructions within a reasonable time;

(c) You give instructions that are deliberately false or intentionally misleading;

(d) You fail to accept advice we give you or any advice received by you from a third party advisor, consultant or expert procured with the consent or at the recommendation of PKF;

(e) You engage another firm to advise you on matters that are included in our scope of services without our consent;

(f) On reasonable grounds we believe that we may have conflict of interest;

(g) You are in default under this Agreement and you fail to rectify that default within a reasonable period after we give you notice requiring that rectification;

(h) If PKF becomes aware, or has reasonable grounds to suspect, you are in breach or are likely to breach any laws or regulations.

23.3 If you terminate this Agreement a tax invoice will be sent to you and you must pay our fees and expenses incurred up to the time of termination.

23.4 Termination of this Agreement (by either party and for any reason) does not affect your liability for all costs and expenses incurred by us in performance of the services up to the termination date. You must pay all accrued costs and disbursements within 14 days from the termination date (or otherwise in accordance with the payment terms detailed on the relevant invoice).

24. Lien

24.1 Without affecting any lien to which we are otherwise entitled at law over funds, papers and other property of yours in our possession:

(a) we shall be entitled to retain by way of lien any funds, property or papers of yours, which are from time to time in our possession or control, until all costs, disbursements, interest and other moneys due to us have been paid; and

(b) our lien will continue notwithstanding that we cease to act for you or that this Agreement is otherwise terminated or expires.

25. Client Groups

25.1 Where the client named in the Engagement Letter (or to whom the Engagement Letter is addressed) comprises more than one person, company, partnership or other entity, you (and each of you) (each referred to as a client group member) authorise us to discuss the details of our engagement and the work we are undertaking and disclose personal and financial information about any client group member with representatives of any other client group member, unless we have received written direction from any client group member not to so discuss or disclose.

25.2 Each client group member acknowledges and agrees that they are jointly and severally liable for all fees, costs and expenses incurred by or on behalf of any of the client group members and indemnifies us in respect of any such costs irrespective of which client group member the costs relate.

25.3 Each client group member acknowledges and agrees that they are party to and bound by the terms of this Agreement.

25.4 “Associated Parties” are those entities nominated in the Engagement Letter and any entities associated with you by virtue of your ability to direct or control, or your legal or direct or indirect beneficial interest in such entities, and any other parties defined as your associates under the Income Tax Assessment Acts 1936 or 1997 for which PKF performs services.

26. Governing law

Unless otherwise stated in our Engagement Letter, the laws of the state in which the engaging PKF member firm is located will apply to and govern the Costs Agreement and our Legal Costs in your matters.

27. Non-Solicitation

27.1 You acknowledge and agree that for the duration of this Agreement and for the Non-Solicitation Period, you must not, without the express written consent of PKF, directly or indirectly:

(a) employ or engage an Employee of PKF as an employee or contractor;

(b) approach, canvass, solicit or endeavour to entice away from PKF any Employee of PKF with a view to employ or otherwise engage that Employee; or

(c) counsel or procure or otherwise assist any Person to do any of the acts referred to above.

27.2 You acknowledge and agree that:

(a) that in the provision of services to you, you will be provided with access to employees and officers of PKF. We have undertaken significant investment in the training and development of these employees while providing continued professional development for ongoing improvement, retention and acquisition of skills and knowledge;

(b) by breaching the obligations set out in this clause, you would cause irreparable harm and significant damage to PKF and for this reason, damages may not be an adequate remedy for any breach;

(c) if you breach the obligations contained under this clause headed “Non-Solicitation”, you must pay to the relevant PKF employing entity, as liquidated damages, a sum equal to 30% of the gross annual salary paid by PKF to the Employee immediately prior to the Employee leaving the employment of PKF;

(d) the restraints contained in this clause constitute several separate restraints and each of those restraints are reasonable in terms of its duration and the activities restricted to protect the legitimate business interests of PKF; and

(e) each of the restraints in this clause are to operate to the maximum extent unless any of those separate restraints would be void on the basis that they are unreasonable for the protection of the legitimate business interests of PKF.

(f) Where a restraint is void on the basis of unreasonableness, the parties agree that the relevant restraint will be read down such that the restraint will apply with the least amendments required to make it reasonable and enforceable.

27.3 “Non-Solicitation Period” means each of the following time periods commencing on the date of termination of this Agreement:

(a) Twelve (12) months, unless that period is determined to be unreasonable in the circumstances and unenforceable at law or in equity, in which case;

(b) Nine (9) months, unless that period is determined to be unreasonable in the circumstances and unenforceable at law or in equity, in which case;

(c) Six (6) months, unless that period is determined to be unreasonable in the circumstances and unenforceable at law or in equity, in which case; or

(d) Three (3) months.

27.4 “Person” includes any natural person, company, corporation, trust, body corporate, partnership, government body, statutory body, crown entity or other entity or organisation or any other entity of any description and a Person’s legal personal representative(s), successors, assigns or substitutes.

27.5 “Employee” means any Person who is, or was 6 months prior to the termination of this Agreement, employed by or engaged by PKF to provide services on behalf of PKF to its clients.

27.6 For the purposes of this clause “PKF” includes any PKF Australia member firm and its associated entities from time to time.

28. Complaint Procedure

28.1 It is PKF's aim to obtain, either formally or informally, a regular assessment of PKF's performance and your client service partner/director will always be pleased to hear any suggestions as to how our service can be improved. If you wish to make a complaint, please call or write to the relevant PKF Managing Partner/Director. If you are dissatisfied with the way your complaint is handled, you can report the matter to the Financial Ombudsman Service in relation to an Australian Financial Services License matter; or to the Institute of Chartered Accountants in Australia, CPA Australia or Tax Practitioners Board.

28.2 The Tax Practitioners Board maintains a register of tax agents and BAS agents, which you can access and search at tpb.gov.au; along with the Board’s complaints process.

28.3 The Tax Practitioners Board also provides a Fact Sheet titled “Information for Clients”, available on their website tpb.gov.au, outlining your obligations to the ATO and a tax agent’s obligations to the Tax Practitioners Board. We encourage you to access the most up to date version from the above-noted website, which also includes some sample scenarios; and for your convenience also provide the following content from the first page of the factsheet:
https://www.tpb.gov.au/sites/default/files/2022-10/information-for-clients-factsheet-tax-agents.pdf

Overview
As a taxpayer, it is important you:
- are aware of your obligations to the Australian Taxation Office (ATO)
- understand your tax agent has obligations to the ATO and the Tax Practitioners Board (TPB).

Your obligations:
- Be truthful with the information you provide your tax agent.
- Keep the required records and provide them to your tax agent on a timely basis.
- Be co-operative with your tax agent’s requests, and meet their due dates.

If you do not meet your obligations:
- The ATO may impose administrative penalties (fines).
- Interest charges may be applied.
- In some cases, criminal prosecutions may be sought.
- The ATO may initiate debt recovery

Your tax agent’s obligations
- Always act honestly and with integrity.
- Act lawfully in your best interests and advise you of any conflicts of interest.
- Take reasonable care to ascertain your state of affairs.
- Take reasonable care to apply the tax laws correctly.
- Provide their tax agent services competently.
- Not knowingly obstruct the administration of the taxation laws.
- Advise you of your rights and obligations under the taxation laws on a timely basis and return funds due to you.
- Not make false or misleading statements to the ATO.

If your tax agent does not meet their obligations
- Their registration can be suspended or terminated, meaning they can’t practice.
- They could receive written cautions or orders from the TPB – for example, undertaking education or working under the supervision of another registered tax agent.
- Imposition of fines by the Federal Court.

What you should expect from your tax agent
- They will ask you questions to better understand your situation.
- They will ask you to substantiate and provide evidence of any claims you make.
- They will not act illegally, even if it is in your best interests.
- They will advise you of your obligations under the tax laws
Tax agents have an obligation to disclose to clients if any of the following events have occurred within the last 5 years:
(i) their registration was suspended or terminated by the Board;
(ii) they were an undischarged bankrupt or went into external administration;
(iii) they were convicted of a serious taxation offence;
(iv) they were convicted of an offence involving fraud or dishonesty;
(v) they were serving, or were sentenced to, a term of imprisonment in Australia for 6 months or more;
(vi) they were penalised, subject to an injunction, or been subject to an order for breaching a voluntary undertaking, for being a promoter of a tax exploitation scheme;
(vii) they were penalised, subject to an injunction, or been subject to an order for breaching a voluntary undertaking, for implementing a scheme that has been promoted on the basis of conformity with a public ruling, private ruling or oral ruling in a way that is materially different from that described in the ruling;
(viii) they were penalised, subject to an injunction, or been subject to an order for breaching a voluntary undertaking, for promoting on the basis of conformity with a public ruling, private ruling or oral ruling a scheme that is materially different from that described in the ruling;
(ix) the Federal Court has ordered them to pay a pecuniary penalty for contravening a civil penalty provision under the Act.
(x) their registration as a tax agent or BAS agent is subject to conditions.
Should any of the above apply, the relevant PKF firm / agent(s) will disclose this to you as part of the engagement renewal process.

29. Disclaimer

29.1 PKF Australia member firms are members of PKF Global, the network of member firms of PKF International Limited, each of which is a separately owned legal entity and does not accept any responsibility or liability for the actions or inactions of any individual member or correspondent firm(s). Liability is limited by a scheme approved under Professional Standards Legislation.

29.2 Neither the other member firms nor the correspondent firms of the network nor PKF International Limited is responsible or accepts liability for the work or advice which the engaging PKF member firm provides to its clients, and in signing and returning to us the enclosed copy of this Engagement Letter you acknowledge and accept that such other member and correspondent firms and PKF International Limited do not owe you any duty in relation to the work or advice which we will from time to time provide to you or are required to provide to you.

29.3 Informal verbal advice may be given from time to time. We do not accept liability for informal verbal advice for which insufficient information is provided, which may be taken out of proper context and/or is not confirmed in writing.

29.4 From time to time we distribute firm newsletters and other material which contain topical and informative business, accounting and tax related issues. We do this free of charge as part of our ongoing service to clients. You are expressly consenting to the receipt of the firm’s newsletter and other business, accounting, tax, industry and marketing related information by way of email.