Terms of Engagement

Set out below are our standard scope and terms for all engagements for which we have been appointed as accountants and/or taxation advisors.

Our engagements are conducted in accordance with the relevant standards and ethical requirements of Chartered Accountants Australia & New Zealand.

Accounting & Financial Services

The accounting and financial services for which we are responsible are set out in the term sheet previously provided in our correspondence.

All accounting services are provided as your agents and on the basis that you will make full disclosure to us of all relevant information. Assistance may be required through discussion and detailed explanations and, if necessary, we may require that any material representations be put in writing.

Where our services include the compilation of a special purpose financial report, this report will be prepared on the basis of the information you provide and, in accordance with APS 9 "Statement on Compilation of Financial Reports", a financial report for the entity will be prepared in respect of the relevant period end. Our procedures use accounting expertise to collect, classify and summarise the financial information, which you provide, into a financial report. Our procedures will not include verification or validation procedures. No audit or review will be performed and accordingly no assurance will be expressed.

Nature and Limitations

We will rely on you for both the completeness and accuracy of the information supplied to us and you are solely responsible to users of the specialpurpose financial report compiled by us. This includes responsibility for the maintenance of adequate accounting records, an adequate internal control structure and the selection and application of appropriate accounting policies.

Our engagement cannot be relied upon to disclose irregularities including fraud, other illegal acts and errors that may exist. However, we will inform you of any such matters which may come to our attention.

The special purpose financial report will be prepared in accordance with relevant Australian Accounting Standards as detailed in Note 1 of the financial report. Any known departures from this financial reporting framework will be disclosed within the financial report and, when considered necessary, will be mentioned in our compilation report.

If for any reason, we are unable to complete the compilation of your specialpurpose financial report, or we consider the information to be misleading, we may refer to such matters within our compilation report or we may determine not to issue a report.

The specialpurpose financial report will be prepared exclusively for your benefit unless otherwise specified in your term sheet. We will not accept responsibility to any other person for the contents of the financial report. No person should rely on the financial report without having an audit or review conducted.

Nothing in this letter excludes the operation of the Trade Practices Act 1974 or analogous provisions of State and Territory Fair Trading Acts to the extent that they may be applicable.

Taxation Services

The taxation services for which we are responsible are set out in the term sheet previously provided in our correspondence.

Where we are engaged as your Tax Agent,  we will liaise and correspond with the Australian Taxation Office, as necessary, in order to fulfil our role as Tax Agent.

Income tax legislation places the responsibility for information contained in tax returns of companies with the Company, through its Public Officer. Accordingly, you will be responsible for maintaining adequate financial and accounting records to enable us to carry out our assignment. You should also maintain a capital gains tax register covering all specified assets acquired after 19 September 1985.

All taxation services will be provided as your agents and on the basis that you will make full disclosure to us of all relevant information.

Company Secretarial Services

The company secretarial services for which we are responsible are set out in the term sheet previously provided in our correspondence.

Where the address of our office is used by a client company as the Registered Office, it is solely for the purpose of acting as agent for the receipt of any documents delivered or served upon the Company. The address of our office may not be used as the Principal Place of Business by a client company unless a specific circumstance exists and approval in writing has been given by us to such situation. Any documents received will be forwarded to the Company Secretary or dealt with in such manner as you may, from time to time, direct.

Other Services

The other services that we are responsible for are set out in the term sheet previously provided in our correspondence. Where such services are provided, they will be carried out on terms consistent with those contained herein.

Confidentiality

The conduct of our work is carried out in accordance with the relevant standards and ethical requirements of the Institute of Chartered Accountants in Australia. This means that information acquired by us in the course of our work is subject to strict confidentiality requirements. Our files may, however, be subject to review as part of the quality control review program of Chartered Accountants Australia & New Zealand, which monitors compliance with professional standards by its members. We advise you that if requested, our files relating to this work will be made available under this program. Should this occur, we will advise you in advance. The same strict confidentiality requirements apply under this program as apply to us as your accountants and/or taxation advisors.

Electronic Communication

As part of our client service we may communicate with you and with others on your behalf by email. Email communications sent without encryption can be intercepted and may be read by a third party. Other potential risks include non-delivery or failure to read an email in a timely manner.

In this regard, you agree to indemnify and release Walker Wayland Services Pty Limited from all claims arising from the use of email in our communication with you or the communication we undertake in the course of carrying out our assignment on your behalf or in accordance with your instructions.

Occupational Health & Safety

As an employer concerned with the welfare of staff, we ensure that Walker Wayland Services Pty Limited provides a safe workplace in accordance with occupational health and safety requirements. In the event that staff members of Walker Wayland Services Pty Limited are required to visit your premises, it is on the understanding that you comply with all occupational health and safety standards.

Any visiting Walker Wayland Services Pty Limited staff member(s) will be instructed by the Staff Partner or his representative to leave your premises if in their assessment there is a workplace hazard that endangers their well-being and that hazard cannot be remedied immediately.

Fees

Our fees are computed on the basis of time spent on your affairs by our team members involved, based on the degree of responsibility and skill involved, and will include Goods and Services Tax at the prevailing rate. You will be billed at the completion of the work, or at such other intervals as is appropriate, with payment due within the credit terms as shown on our invoices.

Timetable

The timetable for completion of the agreed services where possible will be to satisfy your regulatory requirements. Where this is not possible due to identifiable circumstances, an agreed timetable will be provided to you by separate correspondence.

Record Keeping

The obligation to maintain financial records are detailed within income tax legislation, various requirements in respect of capital gains tax legislation and also in the Corporations Act 2001. We draw your attention to these requirements as it is your obligation to retain the required records for the length of time prescribed by the legislation which is relevant to you and/or your business entity.

Jurisdiction

Our contract with you for services to be supplied will be governed solely by Australian Law and any dispute shall be referred exclusively to a Court or other appropriate tribunal within the jurisdiction of Australia.

We note that all information acquired by our firm is collected in accordance with our privacy policy which complies with the Privacy Amendment (Private Sector) Act 2000. A copy of our Privacy Policy Disclosure Statement is available for review upon request.

Under the Professional Standards Act (NSW) 1994 and the Scheme approved under that Act, the liability of the firm, its partners, associates and employees or contractors is limited.

Other Matters

Attached as an annexure to these Standard Terms of Engagement is information regarding the limitation of our liability, indemnity and severability which form part of the terms and conditions of an engagement. We are required to provide you with this information under the ethical standards of the Institute of Chartered Accountants in Australia. If you are in any doubt as to the meaning of these terms we suggest that you consult your legal advisors.

These Standard Terms of Engagement will be effective for future years unless either party wishes to review the terms of our engagement.

Annexure to Standard Terms of Engagement

Limitation of Liability

a.    Professional Standards Act (NSW) 1994

Under the Professional Standards Act (NSW) 1994 and the Scheme approved under that Act, the liability of the firm, its partners, associates and employees or contractors is limited to a maximum sum of $500,000, where the fee for the engagement is up to $50,000, or ten times the fee (subject to a $20 million ceiling) for fees in excess of $50,000.

A copy of both the Act and the Scheme are available on the websites of Chartered Accountants Australia & New Zealand. www.charteredaccountants.com.au

b.    the Scheme does not apply to limit our liability arising from any of the following:

i.    death of or personal injury to a person;
ii.    negligence or other fault of a legal practitioner in acting for a client in a personal injury claim;
iii.    breach of trust;
iv.    fraud or dishonesty; or
v.    liability which is the subject of proceedings under Part 14 of the Real Property Act 1900.

The exceptions listed hereinabove are not exhaustive and may include other situations such as members not meeting the requirements of the Act or the Scheme (for example, non-disclosure of the limitation of their liability, etc.)

c.    Contractual Limitation

You agree, to the extent permitted by law, that the liability to you of the firm, its partners, associates and employees or contractors, in any way arising from or connected with this engagement including, without limitation, liability for negligence, will be limited to a maximum of $500,000, where the fee for the engagement is up to $50,000, or ten times the fee (subject to a $20 million ceiling), for fees in excess of $50,000 and you release and indemnify the firm, its partners, associates and employees or contractors from all claims arising from or connected with the performance or purported performance of any services arising from or connected with this engagement letter to the extent any such claim or claims made exceed that limit.

d.    Third Parties

Nothing produced by this firm, its partners, its associates, its employees or contractors is to be made available by you to any third party other than your own employees in any way whatsoever without our written permission and, in any event, we accept no responsibility to any third party. You agree and undertake that you will make the provisions as to limitation of liability known to anyone, including your own employees, to whom you may disclose anything produced by us pursuant to these Standard Terms of Engagement.

e.    Your Knowledge of this Obligation

By making available this Annexure to the Standard Terms of Engagement, you acknowledge that we have advised you that you may wish to obtain legal advice on all questions arising from the terms of our engagement letter and, in particular, the limitation of liability provisions, because they may impact on your legal rights.

Indemnity

In consideration of our agreement to supply you with the services previously described in an engagement letter, you agree to indemnify this firm, its partners, associates, employees, contractors and any other person who may be sought to be made liable in excess of the limit of liability described above in respect of any activity arising from or connected with these Services in respect of any claim of whatever kind, including negligence, that may be made by any person and any costs and expenses that may be incurred by us.

Severability

We agree that each of the promises and undertakings given in these Standard Terms of Engagement are independent from one another and severable.