1. You confirm that you, any Director or Officer of the company, any person designated as the head of the finance function, and any other person you nominate in writing from time to time (provided we have acknowledged such nomination), are authorised to give us instructions and information on behalf of all persons we are acting for and to receive our advice and documents on their behalf.

2. If we are acting for a business, and we receive conflicting advice, information or instructions from different persons, we may refer the matter to the board of directors, partners or proprietors (as applicable) and act only as requested by them.

1. We will advise you and your spouse / partner / dependents on the basis that you are a family unit with shared interests. We may deal with either of you and may discuss with either of you the affairs of the other. If you wish to change these arrangements, please let us know.

1. We may be required to verify the clients customers identity for the purposes of the anti-money laundering laws. We may request such information from the client as we require for these purposes and make searches of appropriate databases.

1. The client must provide us with all information necessary for dealing with the client’s affairs including information which we reasonably request, in sufficient time to enable our services to be completed before any applicable deadline. We will rely on such information being true, correct and complete and will not audit the information [except to the extent we are specifically engaged to provide audit-related services];

2. The client authorises us to approach such third parties as may be appropriate to obtain information that we consider necessary to deal with the client’s affairs.

3. The client must keep us informed on a timely basis of changes in the client’s circumstances that may affect our services.

1. To the extent our services involve the performance of services established by law, nothing in the engagement letter or these terms reduce our obligations under such law.

2. The client must not act on advice given by us on an earlier occasion without first confirming with us that the advice is still valid.

3. Our services are limited exclusively to those the client has engaged us to perform. Unless otherwise specified in the engagement letter, our services cannot be relied upon to disclose irregularities and errors, including fraud and other illegal acts, in your affairs.

4. Where our engagement is recurring, we may amend our engagement letter and these terms where we consider it is necessary or appropriate to do so. If the client does not accept such amendments, the client must notify us promptly in which case the client may terminate our engagement in accordance with section 18 below and those amendments will not apply prior to such termination.

1. We will endeavour to record all advice on important matters in writing. Advice given verbally is provisional only and is not intended to be relied upon unless confirmed in writing. If we provide verbal advice (for example during a meeting or telephone conversation) that the client wishes to rely on, the client must ask us to confirm the advice in writing.

1. We will not provide the client with investment or financial advice regulated under the Corporations Act 2001 (Cth).

1. We will comply with the professional and ethical standards of the Accounting Professional and Ethical Standards Board, available at apesb.org.au. 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). 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.

1. We will inform the client if we become aware of any conflict of interest in our relationship with the client (including between the various persons this engagement letter covers) or in our relationship with you and another client. Where conflicts are identified which cannot be managed in a way that protects the client’s interests then we will be unable to provide further services to some or all of the persons to whom this engagement applies. If this arises, we will inform the client promptly.

2. In our practice we may act for other clients who operate a range of businesses, some of which may be in competition with other clients. We will ensure that we do not engage in conduct which causes our obligations to one client to conflict with the obligations any other client.

1. Our fees will be charged on the basis set out in the engagement letter and have been set based on the level of skill, responsibility, importance and value of the service, as well as the level of risk.

2. If we have provided the client with an estimate of our fees for any specific work, this is an estimate only and our actual fees may vary.

3. We may quote a fixed fee for the provision of specific services. If it becomes apparent to us, due to unforeseen circumstances, that a prior quote is inadequate, we may notify the client of a revised figure and seek your agreement to it.

4. In some cases, the client may be entitled to assistance with the client’s professional fees, particularly in relation to any investigation into the client’s tax affairs by the Australian Taxation Office. Assistance may be provided through insurance policies the client holds or via membership of a professional or trade body. Other than where such insurance was arranged through us, the client will need to advise us of any such insurance cover that the client has. The client will remain liable for our fees regardless of whether all or part are to be paid by someone else.

5. We may issue invoices as work progresses and our invoices are due for payment within 7 days of issue. Our fees are set out in our engagement letter and are exclusive of GST which will be added to our invoice where it is chargeable. Any disbursements and expenses we incur in the course of performing our services will be added to our invoices where appropriate.

6. Unless otherwise agreed to the contrary, our fees do not include the costs of any counsel, or other professionals or third parties engaged with the client’s approval.

7. We may charge interest on late paid invoices at the rate of 9% p.a. Such interest represents our genuine estimate of the value of our loss of opportunity cost arising from the late payment of the fee. Additionally, we may also suspend our services or cease to act for the client on giving written notice if payment of any fees is unduly delayed.

8. We intend to exercise these rights only where it is fair and reasonable to do so.

1. If permitted by law or professional guidelines, we may exercise a lien over all materials or records in our possession relating to all engagements for the client until all outstanding fees and disbursements are paid in full.

1. We maintain a trust account for dealing with client monies on their behalf. We can only accept money into our trust account on the client’s behalf if the client has provided us with a written trust account authority letter which details the authority given to us in relation to that trust money.

2. You authorise us to offset any monies held in our trust account against any invoice outstanding.

1. We will take all reasonable steps to keep the client’s information confidential, except where:

   1. We need to disclose the client’s information to our service providers (including auditors of client monies if applicable) or regulatory bodies in performing the services, our professional advisers or insurers or as part of an external peer review from time to time. Our files may also be subject to review as part of the quality review program of Chartered Accountants Australia and New Zealand or ASIC. By accepting this engagement the client acknowledges that, if requested, our files relating to this engagement will be made available under this program. We will take reasonable steps to ensure any such recipient (other than a regulatory body) keeps such information confidential on the same basis;

   2. We are required by law, regulation, a court of competent authority, or those professional obligations referred to in section 8 above, to disclose the information;

   3. We provide limited information (but only to the extent reasonably necessary) to potential purchasers (or their professional advisors) of our practice but we will take reasonable steps to ensure that any such recipient keeps the disclosed information confidential; or

   4. The client gives us permission to disclose the information.

2. We may retain client information during and after our engagement to comply with our legal requirements or as part of our regular IT back-up and archiving practices. We will continue to hold such information confidentially.

3. We may mention that the client is a client for promotional purposes.

1. The client must make all necessary notifications and obtain any necessary consents for us to process personal information the client provides to us. We collect and use that personal information for the purposes of providing the services described in the engagement letter to the client and we will comply with the Privacy Act 1988 (Cth) when processing that personal information. Our privacy policy provides further details of our privacy practices.

1. We own the copyright and all other intellectual property rights in everything we create in connection with this engagement. Unless we agree otherwise, anything we create in connection with this agreement may be used by the client only for the purpose for which the client has engaged us.

1. Our liability is limited by a scheme approved under Professional Standards Legislation.

2. The client agrees not to bring any claim against any of our Partners, directors or employees in their personal capacity.

3. To the maximum extent permitted by law, we are not liable to the client for:

   1. Indirect, special or consequential losses or damages of any kind; or

   2. Liability arising due to the acts or omissions of any other person or circumstances outside our reasonable control, or the client’s breach of these terms.

1. Our advice and information are for the client’s sole use, and we accept no responsibility to any third party, unless we have expressly agreed in the engagement letter that a specified third party may rely on our work.

2. You indemnify Camphin Boston, its Partners and employees in respect of any claim from Third Parties due to you sharing the output of our work with Third Parties. The indemnity extends to the costs of defense of any claim.

1. Each of us may terminate this agreement by giving not less than 21 days’ notice in writing to the other party except where a conflict of interest has arisen, the client fail to cooperate with us or we have reason to believe that the client have provided us or any other person with misleading or factually inaccurate information, in which case we may terminate this agreement immediately. Termination will not affect any accrued rights. Any unbilled costs become immediately payable on termination.

1. The client must advise of any changes to the clients contact details. We may send any communications to the last contact details the client has provided. Unless the client instruct us otherwise we may, where appropriate, communicate with you and with third parties via email or by other electronic means. The recipient is responsible for virus checking emails and any attachments. There is a risk of non-receipt, delayed receipt, inadvertent misdirection or interception by third parties in any form of communication, whether electronic, postal or otherwise. We are not responsible for any such matters beyond our control.

1. The client confirms that it has undertaken all necessary precautions to safeguard its digital and computerised records against cyber threats. While we do not claim expertise in cybersecurity or software technologies, we commit to implementing industry-standard practices to the best of our abilities as professionals outside the IT domain, ensuring the security of your data. When dealing with your records we will do such things as a reasonable non-IT professional would do when dealing with your records.

1. Our engagement is governed by New South Wales state law. The courts sitting in that jurisdiction will have non-exclusive jurisdiction in relation to any dispute between us.

1. 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, the General Data Protection Regulation (GDPR) where applicable and APES 110 The Code of Ethics for Professional Accountants (including Independence Standards).

2. Please refer to our Privacy Policy available on our website https://www.camphinboston.com.au/privacy-policy for more information on how we handle your data and private information. You may request a hard copy of our policies and procedures relevant to your engagement with Camphin Boston by speaking with the relevant director in the first instance, and responsible Partner if needed.

3. You authorise us to collect, retain, record, use and disclose your personal information, in accordance with the Privacy Act 1988 (Cth), to persons and/or legal entities who are a solicitor, or any other professional consultant engaged by us, a debt collector, credit reference organisation and/or any other individual or organisation that maintains credit references and/or default listings.

4. You authorise us to make enquiries with respect to your credit worthiness, to exchange information with other credit providers in respect to previous defaults.

1. The Services and the Engagement are governed by the laws of the state in which the Camphin Boston office performing the Services is located. Each party irrevocably and unconditionally submits to the exclusive jurisdiction of the courts of that state.

In the case where we are your external auditor, you:

1. Agree to inform all officers and audit-critical employees (as those terms are defined in the Corporations Act 2001) of you and your associated entities that they may not be employed by, or provide Services to, us while we are your external auditor;

2. Agree that you will seek our consent before appointing a former director or former professional employee of Camphin Boston as your or your associated entity’s officer or audit-critical employee. You acknowledge that we will not consent to such appointment where the appointment would cause us to be in breach of applicable independence restrictions; and

3. Confirm you have obtained audit committee pre-approval, to the extent required, for any non-assurance Services.

1. No Terms shall be deemed waived, and no breach of these Terms excused, unless the waiver or consent is in writing signed by the party granting such waiver or consent.

2. Unless otherwise provided in the Engagement, the Engagement does not create any rights in favour of or liabilities to any third party.

3. If there is any inconsistency between a provision in these Terms and a provision of the Engagement Letter, the provision of the Engagement Letter will prevail to the extent of the inconsistency.

4. In the event that a signed Engagement Letter is not returned by you, by continuing to instruct us you shall be deemed to have agreed to these Terms.

1. If the client has any concerns about our costs or services, please speak to the person responsible for this engagement, who is identified in our engagement letter.

2. To resolve the concerns we have policies and procedures in place to deal appropriately with complaints and will use best endeavors to resolve a complaint or dispute to the mutual satisfaction of the parties involved. We may require the client to detail the client’s complaint in writing to allow us to fully investigate any concerns that the client raises.

We may utilise outsourced service providers and cloud computing service providers, including:

1. Microsoft located in Australia to collaborate and communicate with our clients we make use of Microsoft software hosted within Australia on Microsoft owned and operated servers.

2. MYOB located and hosted in Australia on Microsoft Azure servers to facilitate our tax and accounting systems.

3. BGL located and hosted in Australia on Amazon Web Services servers to facilitate our Superannuation and Investment portfolio management software as well as our ASIC compliance systems.

4. Xero located in Australia, hosted in the United States of America to host client accounting software.

5. Other third parties from time to time.

To perform the services, we may provide these third parties with access to your data to the extent this is required to perform the services.

The client data will be stored in servers physically located in Australia (unless otherwise specified) and in accordance with the security practices of the third party service provider and our Privacy Policy.