Terms and Conditions

STANDARD TERMS AND CONDITIONS OF ENGAGEMENT

These terms and conditions apply to your engagement of CNS Partners Pty Ltd (“CNS” or “we” or “our” or “us”) for the services undertaken for you and/or your client and associated parties (“client” or “you” or “your”). These terms and conditions continue to apply for all services for which we are or may, in the future, be engaged, unless otherwise agreed in writing or otherwise required by law.

These terms and conditions, together with our associated engagement letter form the entire agreement between us relating to the services. It replaces and supersedes any previous proposals, correspondence understandings, or other communications whether written or oral.

Headings and titles are included to make it easier to read but do not form part of the contract.

1 REPORTS AND ADVICE

1.1 Reliance on drafts

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.

1.2 Use and purpose of advice and reports

Any advice given or report issued by us is provided solely for your use and benefit and only in connection with the purpose for which the services are provided.

1.3 Third parties

Unless required by law, you agree not to provide such report to any third party, or refer to us or the services provided, 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. You may provide a copy, extract or quote from the report:

• to your advisers and consultants;
• as required by law; or
• for the purpose of giving evidence in Court proceedings or any arbitration or mediation (with the consent of CNS which shall not be unreasonably withheld).

2 INTELLECTUAL PROPERTY

Intellectual property rights in all pre-existing CNS materials and methodologies utilised in the engagement or incorporated into a report or any other material created or provided remain vested in CNS.

3 INFORMATION AND ASSISTANCE

3.1 Provision of information and assistance:

The success of the service is dependent on your timely co-operation, including:

• 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;
• ensuring that appropriate back-up, security and virus checking procedures are in place for any computer facilities you provide;
• making senior executives available for consultation on request;
• providing reasonable working facilities for us; and
• making decisions promptly, to facilitate the performance of the

3.2 Estimates of time

Estimates of time for completion of the services are given on the assumption that we receive this co-operation and commitment from employees in your organisation. If you do not provide, or delay in providing that co-operation, you agree to pay us any additional fees and expenses which may result.

3.3 Need for information

You agree to use reasonable skill, care and attention to ensure that all information we may reasonably require is provided on a timely basis and is accurate and complete. You agree to also notify us if you subsequently learn that the information provided is incorrect or inaccurate or otherwise should not be relied upon.

3.4 Responsibility for information provided

Any reports issued or conclusions reached by us shall be based upon information provided by and on your behalf and we shall not be verifying its accuracy (unless we have expressly agreed or are required at law to do so). Accordingly, we assume no responsibility and make no representation with respect to the accuracy or completeness of any information or material provided by you or on your behalf. To the extent that any such information is inaccurate or incomplete, this could have a material effect upon the conclusions in our report.

3.5 Verbal advice

Informal verbal advice may be given from time to time. If you intend to rely on any material verbal advice, you should seek confirmation in writing. We do not accept liability for informal verbal advice for which insufficient information is provided, which is not in proper context and/or is not confirmed in writing.

4 TAX AGENTS SERVICES ACT 2009

While our engagement does not include the audit of your financial statements or income tax returns, the Tax Agents Services Act 2009 requires us to satisfy ourselves as to the reasonableness of the information and claims being made in your income tax returns. The legislation provides the basis for this and may require us to make further enquiries with you from time to time in relation to your taxation returns. Where possible, we will endeavour to identify the information that will be required in advance. To ensure the efficient completion of your work, you agree to make available all information as is reasonably required, in order for us to complete the various engagements agreed.

4.1 Your obligations & rights

The Tax Agents Services Act 2009 requires us to advise you of your rights and obligations where we are acting for you on taxation. In relation to the taxation services provided:

• You are subject to the self-assessment system in relation to any of your income tax. The Commissioner is entitled to rely on any statements made in your income tax returns. Where those statements are later found to be incorrect, the Commissioner may amend your income tax assessments and, in addition to any tax assessed, you may also be liable for penalties and interest charges.
• You have an obligation to keep proper records that will substantiate the taxation returns prepared and which will satisfy the substantiation requirements of the Income Tax Assessment. Failure to keep such records could result in claims being disallowed, additional tax being imposed, and the imposition of penalty or general interest charges.
• You are responsible for the accuracy and completeness of the particulars and information required to comply with the various taxation laws. We will use this information supplied in the preparation of your returns.
• Your rights as a taxpayer include:
  • The right to seek a private ruling;
  • The right to object to an assessment by the Commissioner;
  • The right to appeal against an adverse decision by the Commissioner.
• Certain time limitations may exist for you to exercise these. Should you wish to exercise these rights at any time you should contact us so that we can provide you with the relevant time frames and to discuss any additional requirements which may exist.
• You are responsible for the accuracy and completeness of the particulars and information provided in relation to taxation services and this responsibility rests with you.
• Any advice given to you is only an opinion based on our knowledge of your particular circumstances.
• A taxpayer has obligations under self- assessment to keep full and proper records to facilitate the preparation of accurate It is the taxpayer’s responsibility to keep those records for five (5) years.

5  Other professional obligations

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.

6 FEES AND ADDITIONAL SERVICES

6.1 Fees

Our fees (which unless otherwise specified are in Australian dollars) will be charged on the basis set out in our engagement letter.

6.2 Variation of services

Either party may request changes to the services. We shall work with you to consider and, if appropriate, vary any aspect of the engagement, subject to payment of reasonable additional fees and a reasonable additional period to provide any additional services. Any variation to the contract must be agreed to in writing.

6.3 Payment of fees

• Fees are due and payable in accordance with the terms in our letter of engagement unless varied in writing.
• Should our letter of engagement specify that payment is to be by Direct Debit all necessary Direct Debit authority forms must be completed and returned to us prior to the commencement of any work. Should a Direct Debit payment be rejected by your bank any bank charges incurred by us will be recoverable from you.

6.4 Late or Non-Payment of fees

• If payment of any invoice is not made within our agreed payment terms, we reserve the right to charge interest at the rate of 5 percent (5%) per month on the outstanding amount from the date of issue of the invoice, and we may suspend provision of our services until all sums due are paid in full.
• All invoices shall immediately become due and payable in the event of default on payment of any invoice or account, regardless of whether or not some invoices may not otherwise have become due for payment.
• Any unpaid amounts that may from time to time be overdue and any interest charged shall be recoverable forthwith from you as a liquidated debt.
• Payment shall be made by you without any set off or deduction against any other amount.
• You hereby give us authority to make enquiries as to the credit and financial responsibilities of you and/or the Directors and/or Shareholders of the entities we are engaged by in order to suitably qualify your capacity to incur debt and repay any amounts. These inquiries shall include but not be limited to obtaining reports from credit reporting agencies and references from current and/or past providers of credit to you.
• In the event of a default on payment by you, you will be liable for all losses, liabilities, costs and expenses (including but not limited to debt recovery and legal expenses, including commission charged by debt recovery agents and solicitor’s costs) on a full indemnity basis or on a solicitor and own client basis whichever is higher, incurred by us seeking to recover all monies including the default amount. Further, you hereby charge your interest in any and all present, contingent or future acquired land registered in your name as security for payment of monies owed to us.

6.5 Director’s Guarantee

In the event that the client is a company, then the director or the company officer signing for the company asserts that he, she or they have the authority to bind the company and personally guarantees payment of any professional costs, charges, expenses and disbursements in relation to any amount owed to us. If in the event the corporate entity defaults on any payment owed to us, the guarantor will be considered as a primary debtor and not one of a contingent nature where we do not have to pursue the corporate client before seeking payment of all monies due under this agreement and of services rendered to you by us.

6.6  Partnership

In the event that the client is two or more individuals or a partner in a partnership, then each individual or partner agree to be bound severally and jointly in relation to any amount owed to us.

6.7 Responsibility for other parties

You are solely responsible for the work and fees of any other party engaged by you to participate in the services regardless of whether such party was introduced to you by us. Except as otherwise agreed, we shall not be responsible for providing or reviewing specialist advice or services including legal, regulatory, accounting or taxation matters, due diligence or any other investigative services.

6.8 Multiple clients

If the matter relates to work to be undertaken for two or more persons or entities (whether jointly or severally), each of them is jointly and severally liable to pay our fees and disbursements, regardless of whether we may, at your request or for any other reason:

• direct our accounts or statements to only one of them or to a third party; or
• obtain instructions in relation to the daily conduct of the matter from only one of them or from a third party.

6.9 GST

Our professional fees and disbursements are exclusive of GST, unless otherwise stated. In addition to the professional fees and disbursements, you must pay GST of 10 percent (10%) on those amounts, if applicable. Our tax invoice will include details of GST charged.

7 CONFIDENTIALITY AND DISCRETION

7.1  Disclosure

Neither CNS nor you will disclose confidential information about the other without the other’s consent. Confidential information includes but is not limited to any proposal or tender document, information, trade secrets, methodologies or documents that are not in the public domain. Exceptions to these are disclosures to legal advisers, disclosures required by law and disclosures necessary for the proper performance of the services and as set out in these terms and conditions. CNS adheres to the National Privacy Principals.

7.2 Internal reviews

We may disclose information to any other CNS entity or use it for internal quality reviews.

7.3 Quality reviews

CNS are subject to quality control review programs conducted by Certified Practising Accountants Australia (CPA Australia). It is further agreed that our files may be made available under these programs with your prior written consent, which shall not be unreasonably withheld.

7.4 Discretion

CNS will use every reasonable endeavour to ensure that its enquiries are discrete and shall not undertake any element of the engagement that might be in breach of the undertaking without the approval of the client.

8 TERMINATION

8.1 Termination

• Either party may terminate the contract prior to completion if the other party fails to remedy a material breach of the terms and conditions within 30 days of written notice of a breach.
• If the contract is terminated prior to the completion of the contract, CNS shall be entitled to be paid for work that has been completed or expenses incurred to the point of termination.

8.2 Actions following termination

On termination of the contract:

• each party shall upon written request return all property and documentation that is in its possession (provided that each party shall be entitled to retain one copy of such documents that it requires to maintain a professional record of its involvement in the engagement); and
• you shall immediately pay all fees and expenses due in respect of the services provided up to the date of termination.

8.3  Accrued rights

Termination shall be without prejudice to any accrued rights of both parties.

8.4 Continuation of terms

These terms which expressly or by implication are intended to survive its termination or expiry will survive and continue to bind both parties.

9 PROFESSIONAL STANDARDS SCHEME AND LIMITATION OF LIABILITY

9.1 Skill and care

CNS will use reasonable skill and care in the provision of the services.

9.2 Consequential loss

• To the extent permitted by law, CNS excludes all warranties, conditions, or terms, other than those expressly set out in these terms and conditions including, but not limited to, all warranties, conditions or terms implied in fact or by law.
• Nothing in this clause has the effect of excluding, restricting, or modifying any non-excludable statutory condition, warranty, guarantee, right, remedy or other benefit that is preserved by the Competition and Consumer Act 2010 (Cth) (or any other legislative provision).

9.3 Exclusion of warranties

Where CNS is not entitled to exclude a warranty, condition or term implied in fact or by law, and to the extent permitted by law, CNS’s liability for breach of any such warranty, condition or term is limited to:

• in the case of services, at the option of CNS, either the resupply of the services or payment of the reasonable cost of having the services resupplied; and
• in the case of documentary deliverables or materials, at the option of CNS, either the resupply of the deliverables or materials or reasonable payment of the cost of having the deliverables or materials.

9.4 Liability cap and Compliance

The client agrees that, where the Professional Standards Bill 2004 (QLD) or similar legislation in any state or federally (“the Act”) applies to limit the liability of CNS, it overrides any clause in these terms and conditions that provides for a limit of liability in excess of the amounts provided by the Act, but does not override any clause that provides for a limit of liability below the amounts provided by the Act. Pursuant to s33 of the Professional Standards Act 1994, our liability is limited by a scheme approved under professional standards legislation.

10 INDEMNITY

10.1 Indemnity by you

You indemnify CNS and its directors and employees from and against any loss, expense, damage or liabilities (or actions that may be asserted by any third party) that may result from any third party claims arising out of, or in relation to the provision of the services or any use by you of any deliverable item under this engagement in which you are found to be the liable party and will reimburse CNS for all costs and expenses (including legal fees on a solicitor client basis) incurred by CNS in connection with any such action or claim.

10.2 Contribution

• In any claim against us for loss, the loss will be proportionately reduced by the extent of your contribution to that loss.
• Where we are engaged as company auditors of the client, this indemnity shall not apply to audit services provided under that engagement.

11 WARRANTIES

You accept and acknowledge that, subject to any statement made in these terms and conditions, 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 services.

12 GOVERNING LAW AND DISPUTES

12.1 Applicable Jurisdiction

• This contract is deemed to have been entered into in the State of Queensland. This contract and or the interpretation of it shall be governed by and interpreted in accordance with the laws of the State of Queensland and the Courts of that State have exclusive jurisdiction in relation to any legal action, claim, dispute or difference concerning the contract and any matter arising from or incidental to it. The parties irrevocably waive any right they may have to object to any action being brought in those Courts, to claim that the action has been brought to an inconvenient forum or to claim that those Courts do not have jurisdiction.
• The parties further agree to issue any proceedings in the Brisbane registry of the appropriate Court having monetary jurisdiction over the matter.

12.2 Dispute Resolution

• We encourage open and direct communication to ensure the best possible service is provided in a cost-effective manner. If you believe that our service to you could be improved, please raise the matter immediately. This will enable us to ensure that your concerns are addressed promptly and appropriately.
• If any dispute arises between us, we will attempt to resolve the dispute in good faith by senior level. Both parties agree that it will be beneficial and will seek to resolve the dispute through meaningful mediation prior to any action being commenced in any court, tribunal, or professional body.

13 MISCELLANEOUS PROVISIONS

13.1 Validity of contract terms

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.

13.2 Address for service

Any written notice to be given to a party may be delivered in person, by letter or by email, to our address, clearly marked for the attention of the director, appearing in the engagement letter in the case of notices to us, and to the address last notified by you in the case of notices to you.

13.3 Actions required by law

Nothing in the contract shall prevent us from taking any such action as may be required by law or statute or to comply with the regulations of any relevant professional body.

13.4 Force majeure

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

13.5 ASIC/ATO/ASX notices

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.

13.6 Working for other clients

We will not be prevented or restricted by anything in the contract from providing services for other clients.

13.7 Assignment

We may assign or transfer any or all of the agreement’s rights and or obligations under this agreement without first seeking the consent of you.

13.8 Electronic communication

We may communicate with you electronically. Electronically transmitted information cannot be guaranteed to be secure or error free and it may be adversely affected or unsafe to use. We do not accept any liability in respect of any error or omission arising from or in connection with the electronic communication of information to you. Please let us know if you do not want us to communicate electronically with you.

13.9 Destruction of files

• After the conclusion of your matter, you may leave papers to which you are entitled in our possession. You authorise us to destroy all files and records relating to a matter, including papers that you have not retrieved, after 7 years from its completion, as is our normal practice. This does not apply to titles, deeds, and wills.
• 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 documentation.

13.10 Occupational Health and Safety

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

14 ANTI CORRUPTION

• The parties shall not commit, authorise, or permit any action which would cause the parties and/or the parties’ affiliates to be in violation of any applicable anti-bribery laws. This obligation applies in particular to illegitimate payments to government officials, representatives of public authorities or their associates, families, or close friends.
• Each party agrees that it will neither offer or give, or agree to give, to any employee, representative or third party acting on behalf of another party nor accept, or agree to accept from any employee, representative or third party acting on behalf of another party, any gift or benefit, be it monetary or other, that the recipient is not legally entitled to with regard to the negotiation, conclusion or the performance of this Agreement.
• Each party shall promptly notify the other parties if a party becomes aware of or have specific suspicion of any corruption with regard to the negotiation, conclusion or the performance of this.
• If a party breaches clause 1.1, or if a party has reasonable cause to believe that the other party has breached clause 14.1.1, the party not in breach may terminate this Agreement with immediate effect.

15 Privacy of Personal Information

15.1 Collection Statement

• We are committed to the responsible use of your personal information gathered during the course of daily business. We are bound by the Privacy Act 1988 (Cth) and the Australian Privacy Principles set out in that. The details are in our Privacy Policy which can be found on our website. A copy will be provided to you on request.
• In the course of providing services to you, we will collect personal and other information about you. This information may be shared between our related entities and may also be disclosed to third parties where necessary to provide you with services. These third parties may include your staff, family members, your associated entities, government departments and other professional advisers.
• It may also be necessary to disclose personal information about you as a result of a legal proceeding. We may also use this information to inform you of services we provide and of other professional developments. If you would like to update or access any personal information we hold about your or if you have any queries about this, please contact our privacy officer on (07) 3356 7088.

15.2 Access

Disclosure by you of personal information to us in the course of our engagement is subject to the Privacy Act 1988 [“The Privacy Act”]. Accordingly, the services are provided on the basis that you will only disclose personal information about an individual to us:

• for a purpose related to the performance of the services;
• provided you have made all disclosures required under the Privacy Act;
• provided you have obtained any consents required under the Privacy Act; and
• provided to do so would not otherwise breach the Privacy Act.

15.3 Cloud Based Applications and Offshore Processing

• We may use Cloud based applications in the provision of the service. This means that your information will be located on servers outside of our premises and may be located on servers outside of Australia.
• Some services may also be provided by persons or our contractors or employees located outside of Australia. We may engage the services of accountants in the Philippines and as such your personal information will be shared with them.
• In these situations, they will only be supplied with the information necessary to provide the relevant service and they are prohibited from using your personal information except for the specific purpose for which we supply it.
• As part of our engagement with off-shore providers we are responsible for and have taken reasonable steps to ensure that the provider complies with the Privacy Principles and our privacy policy as referred to in these terms and In particular CNS adheres to section 5B of the Privacy Act (1988) whereby CNS complies with the extra-territorial operation of the Privacy Act and consequently adheres to the National Privacy Principles in undertaking all clients’ work whether in Australia or abroad.
• By engaging us to provide services, you consent to the collection and disclosure of personal information on these terms, unless you inform us to the contrary.

15.4 Consent

As we rely on you to fulfil these obligations you will indemnify CNS, its directors and staff, against any claim, loss or expense resulting from your failure to make any disclosure or obtain any consent required under the Privacy Act or otherwise to comply with the Privacy Act.

15.5 Privacy Act

• You also authorise us to use and disclose information supplied to us to your staff, advisers, your associated and related entities and family members for the purpose of the services and ancillary services, except to the extent you require us (in writing) not to disclose.
• In accordance with 18E(8)(c) of the Privacy Act, you acknowledge that we have informed you that certain items of personal information about you or relating to you is permitted to be kept on a credit information file and might be disclosed to a credit reporting agency. Furthermore, you agree, in accordance with s18H(3), s18K(1)(b), s18K(1)(c), s18K(1)(h) and s18N(1)(b) of the Privacy Act that use by us of the relevant information referred to in those sections may occur for the purpose of assessing your suitability as our client.

15.6 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 now 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 DISCLOSURES

In relation to the taxation services we will provide, we advise that:

• The Tax Practitioners Board (TPB) maintains a register of tax agents and BAS agents which can be accessed and searched here. The register contains details of registered, suspended, and deregistered tax and BAS agents.
• If you have a complaint about a tax agent service that we provide, we encourage you to seek to resolve it with us by email. You can also make a complaint to the TPB in accordance with their complaints process set out here.
• Our registration as a tax agent is not subject to any conditions.
• In the last 5 years we have not been subject to any of the events described in subsection 45(1)(d) of the Tax Agent Services (Code of Professional Conduct) Determination 2024 (the Determination) (as currently proposed to be amended), or other matters required to be disclosed under other laws.