Terms of Engagement

1. Services

a) We will provide the Services as described in the Engagement Letter.

b) Any variations to the Services or additional services may be required from us from time to time that may not be specifically mentioned in the Engagement Letter. It is agreed that any such variations or additions will be fully covered by the terms of their Engagement Letter.

c) If additional or new work is requested to be performed, the decision as to whether or not we will undertake that work and the terms by which it will be undertaken is at our discretion.

d) We will provide the Services to you with the degree of skill, care and diligence expected of a professional providing services of the same kind and we will use all reasonable efforts to complete the Services within any agreed timeframe.

2. Advice and responsibilities

a) Any advice that we give you will be based on the Income Tax Legislation or the relevant legislation as it is on the date of the advice. We accept no responsibility for changes in the law, or its interpretation by courts, boards and tribunals, which occur subsequent to the date on which the advice is given to you.

b) Nothing in our Engagement with you or statements made to you shall be construed as a promise or guarantee about the outcome of any matter.

c) The Services will be provided solely for your benefit and use, unless otherwise indicated in this Engagement Letter. Any advice or opinion arising out of the Services may not be disclosed in any way, published by any means (including through electronic media), to any other third party, save for those persons who have a direct and material interest in the advice or opinion.

d) In the course of providing the Services, we may provide you with oral comments, draft reports or advice, presentations, letters and other documents. You must not rely on such drafts or oral communications, or advice as they may be subject to further work or revisions, and hence the drafts may substantially differ from the final advice. The final advice or report will take precedence.

e) We are under no obligation to update any advice or report in respect of matters arising after the final advice or report has been issued to you.

f) 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 this engagement letter.

3. Electronic Communication

a) 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.

b) In this regard, you agree to indemnify and release Walker Wayland Services Pty Limited (Walker Wayland) 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 your instructions.

4. Occupational Health & Safety

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

b) Any visiting Walker Wayland staff member(s) will be instructed by a 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.

5. Fees and payment of fees

a) Our fees are calculated on the basis of time spent on your affairs by our team members involved, based on the degree of responsibility and skills involved and are subject to Goods and Services Tax at the prevailing rate, set out in the attached Schedule. You consent to us sending our invoices electronically to your usual email address.

b) We may change our hourly rates at any time. We will notify you before any change occurs.

c) For any work in the next or any subsequent financial year, any costs estimate that we have provided to you, are subject to annual increases in hourly rates and we will promptly notify you of such increases or rate changes.

d) 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.

e) However, we may require payment of costs at any time in whole or in part, in advance or in arrears.

f) If we incur any expenses on your behalf we will include in our fees to you the GST inclusive amount of those expenses; less any input tax credits which we are entitled to.

g) If we incur any disbursements as your agent, we will charge you the GST inclusive cost of those disbursements, and provide you with sufficient information to enable you to claim input tax credits in respect of them (if you are entitled to claim such input tax credits).

h) If you have a dispute in relation to any aspect of our Services you have the following avenues of redress:

(i) in the first instance we encourage you to discuss your concerns with us so that any issue can be identified and we can have the opportunity of resolving the matter promptly and without it adversely impacting on our business relationship;

(ii) you may apply for an assessment of our costs. This application must be made within 12 months after the bill was provided or request for payment made or after the costs were made.

6. Separate accounts

We will separately account to you for all money and other property received from you or for you other than money received from you in payment of our fees for Services already rendered.

7. 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.

8. Record Keeping

The obligation to maintain financial records are detailed within the 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 entity.

9. Ending our engagement

a) You may end our Engagement by written notice at any time. If you do this, you must pay all costs incurred up until that time (including any cancellation fees or other fees such which we remain responsible).

b) We may suspend work or cease to act for you for just cause on the provision of reasonable notice to you.

10. Limitation of Liability

a) Our liability may be limited by a scheme approved under the Professional Standards Act (NSW) 1994 (Act), and the Chartered Accountants Australia & New Zealand Professional Standards Scheme (Scheme). Further information on schemes is available from the Professional Standards Council – www.psc.gov.au.

b) 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 for the provision of the Services is limited to the applicable monetary liability cap as provided under the Scheme.

c) A copy of both the Act and the Scheme are available on the websites of Chartered Accountants Australia and New Zealand in Australia https://www.charteredaccountantsanz.com and CPA Australia. https://www.cpaaustralia.com.au.

d) 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) breach of trust;

(iii) fraud or dishonesty; or

(iv) liability which is the subject of proceedings under Part 14 of the Real Property Act 1900.

e) 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.)

f) Where our liability is not limited by a Scheme or by law, you agree our liability for all claims connected directly or indirectly with the Services (including claims of negligence) by you or any third party through you in respect of the Services will be limited to the indemnity available under our professional indemnity insurance.

11. Indemnity

a) In consideration of our agreement to supply you with the Services described in this Engagement Letter, you agree to indemnify us, our partners, employees and contractors against all liabilities, claims, costs and expenses (Loss) incurred by us in respect of any claims made by third parties arising out of or in connection with the Services. This indemnity does not apply to any Loss arising from or in connection with our negligent acts or omissions.

b) We agree that each of the promises and undertakings given in this Engagement Letter are independent from one another and severable.

12. Claims against employees

You agree not to bring any claim directly against any officer or employee of Walker Wayland in connection with the Services arising in negligence but excluding claims for fraud or dishonesty. Each such officer or employee (past, present or future) may rely on this provision as if they were each a party to the Engagement Letter.

13. Conflicts

a) As at the date of the Engagement we do not believe we are conflicted from providing the Services. It is nevertheless possible that such a conflict may arise or may become apparent at a later time.

b) If at any time we find that, while fulfilling the Engagement or our engagement with another client, an independence or conflict of interest issue has or may arise, we will work through that conflict of interest or independence issue so that the continued delivery of the Services to you will be objective and free from such conflicts. If we cannot resolve the conflict or independence issue we may be required to cease providing Services to you (and/or the other client) because of our professional obligations.

c) If during the Engagement you become aware of any conflict of interest or potential conflict of interest or there is a change of circumstances which has or may result in a conflict, you must immediately advise us. Events affecting you which may give rise to a conflict of interest include deaths, matrimonial disputes, litigation (threatened or actual), material changes in the nature or structure of your business, or changes in corporate officers and/or senior management or material changes in other business relationships.

14. Confidentiality

The conduct of our work is carried out in accordance with the relevant standards and ethical requirements of the Chartered Accountants Australia and New Zealand. 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 the Chartered Accountants Australia and 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.

15. Intellectual Property

a) Any intellectual property rights in any documentation, material, report, process, procedure, methodology, trademark, copyright, financial model, research or software brought to the Engagement by us, or developed or created as a result of, or in the course of the Engagement or provision of the Services, remains with or vests in us as our absolute property.

b) Without limiting our copyright, we may copy, store, re-use and adapt work products and materials that we generate or receive in the course of our Engagement.

16. Privacy protection

a) We respect your privacy and are committed to treating the personal information we collect in accordance with the Australian Privacy Principles in the Privacy Act 1988 (Cth) as amended.

b) Please refer to our Privacy Policy available on our website https://wwnsw.com.au/privacy-policy/.

17. Anti-Money Laundering and Counter-Terrorism Financing Act 2006 (Cth) (“AML/CTF Act”)

a) You acknowledge that we may have obligations under the AML/CTF Legislation to keep records and to make reports to regulatory authorities or law enforcement agencies about you or any agent acting on your behalf; the Services provided to you; or transactions in which you are involved; and not to inform you or provide you with access to any information that could inform you of the disclosure of your information to any relevant regulatory authorities or law enforcement agencies.

b) You acknowledge that, under the AML/CTF Act, Walker Wayland and any of its directors, employees or agents will have no liability to you or any person for anything done or omitted to be done in good faith by any of them:

(i) in carrying out an applicable client identification procedure under the AML/CTF Act; or

(ii) in fulfilment or purported fulfilment of a requirement of the AML/CTF Act not to provide a Designated Service or not to continue to provide a Designated Service; or

(iii) in compliance or purported compliance with any other requirement under the AML/CTF Legislation made under it.

18. Waiver

An indulgence or waiver of a particular term of this Engagement Letter does not affect our right to enforce the other terms of this Engagement Letter.

19. Governing Law

The law of New South Wales governs this Engagement Letter. The parties submit to the non-exclusive jurisdiction of the courts of New South Wales.

20. Third Party Payer

a) You may arrange for another person to pay your costs. Such a person is referred to as a third party payer. Any such arrangement is separate to your obligation to pay our costs.

b) You must pay our costs if the third party payer for any reason does not, even if that person has promised us that they will pay our costs.

c) All tax invoices may be issued in your name even if there is a third party payer.

21. Notices

Any notice given under these Engagement Terms must be in writing, addressed to the address last notified by the intended recipient to the sender. A notice is received when delivered personally or electronically. However, a posted letter is received on the third business day after posting. Any notice received outside the hours of 9 am to 5 pm each weekday or on a public holiday is treated as received at 9 am on the next weekday.

22. Other Matters

a) If the performance of the Services is delayed or prohibited by any circumstance or event which, despite using all reasonable endeavours, we are unable to control, including any act of God, flood, fire, damage caused by lightning, storm or tempest, rains falling during normal dry seasons, labour disputes, acts of war or terrorism, pandemics, civil disturbance or enactments of any government agency relating to the Services, then you excuse us from performing the Services to the extent so affected.

b) This Engagement Letter is a binding legal obligation on you. You are entitled to obtain legal advice before accepting this Engagement Letter and you should consider doing so. However, the obligations of you apply whether or not you obtain legal advice..