Terms and Conditions

ESV Business advice and accounting ABN 54 688 507 374 (ESVBAA)

Standard terms and conditions relating to professional engagements

Effective from 1 July 2025

1. These terms and conditions

These terms and conditions (Terms) apply in respect of the professional services we are engaged to provide to you (Services) which are to be read in conjunction with the engagement letter we have issued to you (Engagement Letter). Where there is any inconsistency between the Engagement Letter and these Terms, the Engagement Letter will prevail to the extent of the inconsistency.

For the purposes of these Terms, unless the context otherwise requires—

• any reference to “we, us, our” is a reference to ESVBAA and ESV Persons,
• any reference to “you, your” is a reference to the party or parties that have engaged us to provide Services and any persons nominated in writing from time to time as being authorised to give us instructions in respect of the Services, and
• certain capitalised terms used in these Terms have the meaning given to them in clause 35.

These Terms together with the Engagement Letter constitute the terms of our engagement to provide the Services to you (Agreement). References to the “Agreement” in these Terms is a reference to either or both the Terms and the Engagement Letter, as the context requires.

These Terms are intended to align with the requirements of APES 305 Terms of Engagement and the Tax Agent Services Act 2009 (Cth), where applicable.

2. Legal advice

If you have any questions in relation to your rights and obligations under the Agreement, and in particular, the limitation of liability provisions contained in the Agreement, we recommend you obtain independent legal advice.

3. Your responsibilities

You must provide us with all information necessary for dealing with your 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 unless we are specifically engaged to do so.

You authorise us to approach such third parties as may be appropriate for information that we consider necessary to deal with your affairs.

You must keep us informed on a timely basis of changes in your circumstances that may affect our services.

4. Term

You will be taken to have accepted the Agreement, including these Terms, on the earlier of the date—

• that you sign and return the ‘Acknowledgement Advice’ to us, which is attached to the Engagement Letter,
• you otherwise advise us in writing after receipt of our Engagement Letter, or
• you provide us with instructions after the date of the Engagement Letter.

The Agreement will terminate when—

• either we have completed providing Services to you, or provision of Services is terminated either by you in writing or by us under clause 5, and
• you have paid us fees rendered in respect of Services provided in respect of the engagement and any other outstanding amounts.

Termination of the Agreement does not affect any rights or obligations accrued prior to the termination date.

We may issue a new Engagement Letter or updated Terms from time to time, including where there is a material change in the scope of Services, applicable laws, or professional standards.

5. Termination of Services

Each of us may terminate this Agreement by giving no less than 21 days’ written notice to the other party. Upon termination, you remain liable for our fees and disbursements incurred up to the date of termination.

We may terminate this Agreement immediately if you provide information that is false, misleading or incomplete, or if we identify conduct that requires us to disengage in accordance with our obligations under the Tax Agent Services Act 2009 (Cth).

If termination is due to a serious breach of the Code of Professional Conduct or the Act, we may be required to report the breach to the Tax Practitioners Board within 30 days.

Termination of the Agreement will not affect any rights or obligations accrued prior to the date of termination. Clauses relating to confidentiality, limitation of liability, and intellectual property will survive termination.

6. Conflicts of interest

We will take reasonable steps to identify and manage any conflicts of interest that may arise in our relationship with you (including between the various persons listed in the Engagement Letter) or in our relationship with you and another client.

If a conflict arises that cannot be appropriately managed in a way that protects your interests, we may be required to withdraw from the engagement with you or one or more other parties. If this occurs, we will notify you promptly.

We may act for other clients whose interests are not the same as or are adverse to yours, subject to the obligations of conflicts of interest and confidentiality under APES 110 and the Tax Agent Services Act 2009.

7. Our services

We will provide the Services to you in accordance with the Agreement and with the degree of skill, care and diligence expected of a professional firm delivering similar kinds of services.

From time to time you may request additional Services from us. Where we agree to provide these Services to you, they will be governed by our existing Agreement as amended to incorporate the scope of work for the additional Services, unless a separate Agreement is formed between us following a separate Engagement Letter being issued by us and signed by you in respect of those additional services.

In providing the Services, we may provide oral, draft or interim advice, reports or presentations to you for your information and comments. In these circumstances, you acknowledge that any final written advice or final written report signed by an ESVBAA partner shall take precedence. No reliance should be placed by you on any draft or interim advice, reports or presentations.

Where you wish to rely on any advice that is not contained in any written advice or final report signed by an ESVBAA partner, you do so at your own risk and are responsible for all costs and liability that arises in connection with such reliance.

We are not obliged, regardless of the circumstance, to update any advice or report, oral or written, for events occurring after the advice or report has been issued in final form.

Any advice or opinion that we provide will be based on the law effective as at the date of the advice or opinion or report. You must not act on advice given by us on an earlier occasion without first confirming with us that the advice is still valid. We do not accept any responsibility for any changes in the law, and or in its interpretation, which occur after such date. This includes any changes in the law or its interpretation which take effect retrospectively.

No actions taken by us and/or statements made in the course of our engagement may be taken as a promise or guarantee to you about the outcome of any matter.

No advice we provide to you can, is intended to, nor will it, constitute legal advice and it should not be relied upon by you as such.

Unless otherwise agreed with you, the Services we provide cannot be relied upon to disclose irregularities, including fraud and other illegal acts and errors that may exist.

We may advise you and your spouse or partner as a family unit with shared interests. If you wish to change this arrangement, please notify us. Where we receive conflicting instructions from authorised individuals, we may refer the matter to the board of directors, partners or proprietors (as applicable) and act only as directed by them.

From time to time, we may engage third party service providers, contractors and suppliers to assist in providing the Services to you, including cloud-based platforms, outsourced support, accounting & legal firms and member firms of the TAG Alliance.  These third parties may be located within Australia or be located in or have business operations outside of Australia.  These countries include, but are not limited to the United Kingdom, the United States, Canada, New Zealand Philippines and India.

Where the engagement of these third parties is considered material to your affairs or to the scope of the Services engagement, we will provide you with detailed information with respect to the nature and the extent they are used in the delivery of the Services to you.

We take reasonable steps to ensure that all such providers maintain appropriate safeguards and confidentiality measures in accordance with our obligations under APES 110 and the Tax Agent Services Act 2009 (Cth).

Where required to perform the Services, we may provide these providers with access to your data. Your data may be accessed, stored or processed on secure servers located in Australia or in the jurisdictions listed above, in accordance with our Privacy Policy.

By engaging us, you acknowledge and provide informed consent to this use of third parties.

We maintain documented supervision and quality review procedures for all ESV persons involved in delivering the Services, in accordance with our obligations under the Tax Agent Services Act 2009 (Cth) and applicable professional standards.

Where we undertake audit or assurance engagements, our independence obligations and safeguards are set out in the specific engagement letter for that service.

8. Taxation services

Where the Agreement involves the provision of Taxation Services, the responsibility for the accuracy and the completeness of the particulars and information provided by you in respect of Taxation Services rests with you.

It is your obligation, under Australia’s self-assessment regime, to keep full and proper records in order to facilitate the preparation of accurate returns to the Australian Taxation Office. It is your responsibility to keep those records for five years in accordance with the Tax Agent Services Act 2009 (Cth).Where we provide taxation advice, that advice represents our opinion, formed based on our understanding of your particular circumstances at the time the advice is provided.

We will not provide Taxation Services to you if we discover, or form an opinion that, the information on which the Taxation Service is to be based contains false or misleading information or omits material information. If such information is discovered after an Engagement has commenced, we may be required to disengage and report the matter to the Tax Practitioners Board within 30 days under our breach reporting obligations.

You may disclose our advice or opinion to third parties solely to the extent that it relates to tax matters, including tax advice, tax opinions, tax treatment or tax structure of any transaction to which the engagement relates.

Any such advice or opinion disclosed to third parties will be for information purposes only and cannot be relied upon by recipients of that information without our prior written consent.  We disclaim all liability to any third party for all costs, loss, damage and liability that the third party may suffer or incur arising from or relating to reliance on any such advice or opinion that is disclosed without our prior written consent. Where Taxation Services are provided, disclosure of our advice to a third party may result in a waiver of legal professional privilege.

We will notify you promptly of any significant event that may affect our ability to continue providing Taxation Services to you or may otherwise impact your obligations.

We may be legally required to verify your identity and, where applicable, the identity of any beneficial owners before providing Services to you, in accordance with our obligations under the Anti-Money Laundering and Counter-Terrorism Financing Act 2006 (Cth) and the Tax Agent Services Act 2009 (Cth).

We may require you to verify your identity using a third-party service such as DocuSign Digital ID. Our identity verification procedures are conducted using a risk-based approach and may be updated periodically.  Failure to complete identity verification may result in disengagement or refusal to provide Services.

9. Intellectual property rights

We retain all copyright (and other intellectual property rights) in everything we develop (or are involved in developing) either before or during the course of the Agreement, including systems, methodologies, software, know-how, all reports, written advice or other deliverables we provide to you.

All working papers, notes, and internal documentation including cloud accounting data files created in connection with the Services remain our property and will not be shared unless required by law or professional standards.

We grant to you a non-exclusive, non-transferable, royalty-free licence to use and reproduce our intellectual property for any use or purpose set out in the Agreement or as otherwise agreed by us in writing.

The Agreement does not affect your ownership of any intellectual property rights in Your Materials. You grant us a non-exclusive, non-transferable, royalty free licence to use Your Materials as described in the Agreement, including to provide the Services. You must ensure that the use of Your Materials in accordance with the Agreement does not infringe the rights of any third party.

You agree that we can use your company name, logos and marks on our reports and advice to you for the purposes described in clause 15, unless you tell us otherwise.

10. Estimates of professional fees

You may request an estimate of the professional fees and costs of particular engagements. We are pleased to provide such estimates. However, such estimates are indicative estimates only provided on the basis of the preliminary information provided by you and our experience with similar engagements. Our estimates of professional fees and costs are also given on the basis that we will receive timely co-operation and assistance from you.  They are not a guarantee of the final fees that may be payable in respect of the specific engagement.

Accordingly, unless we specifically agree in writing, no written or oral statement regarding fees and costs in connection with a particular engagement, whether expressly stated as an estimate or not, shall be deemed to limit or “cap” our professional fees and costs.

If the scope of work changes, or unforeseen complexities arise (including delays caused by your personnel, systems, or third parties), we reserve the right to revise our estimate accordingly.

We may charge additional professional fees if events beyond our control (including your acts or omissions) affect our ability to perform or cause delay in providing the Services as originally contemplated or if you ask us to perform additional tasks. If we are required by applicable law, legal process or government action to produce information or personnel as witness with respect to the Services or the Agreement, you shall reimburse us for any professional time and expenses (including reasonable external and internal legal costs) incurred to respond to the request, unless we are a party to the proceeding or the subject of the investigation.

11. Fees paid in advance

Before we proceed with your matter, we may require that you deposit funds in advance into our working bank account on account of anticipated costs. In these circumstances, we will issue an invoice as work is performed and offset the amount against the fees paid in advance as incurred.  If insufficient funds are paid in advance, you will still be required to pay the remaining amount owing on the invoice. We may also request further deposits as our matter proceeds.

12. Client monies

We will only accept and hold client monies in our trust account where we have received your prior written authority specifying the purpose and permitted use of those funds. Any such monies will be handled in accordance with APES 310 Dealing with Client Monies and will not be used for any other purpose without your further written instruction.

We will provide you with the name of the financial institution and the account details where your funds are held. Our trust account is subject to annual audit in accordance with our professional obligations.

13. Disbursements, TAF (technology & administration Fee) and third-party costs

All professional fees are exclusive of expenses and disbursements which will be charged to you in addition to the Services. Disbursements represent out-of-pocket expenses incurred by us on your behalf in connection with the Services and, unless you are requested to pay such costs directly, may include expenses relating to travel, accommodation, courier, postage, filing fees, printing and other applicable costs.

We will also charge a technology and administration fee TAF (being 3.5% of our professional fees) to assist with the delivery of the Services.

Occasionally, we may also contract with outside parties for the Services on your behalf (subject to prior written approval by you), in which case:

• you are responsible for the fees of the third party engaged by us on your behalf to participate in the provision of the Services. In some instances, we may forward the invoice to you and request payment be made directly to the supplier.
• we strictly act as your agent, and you take full responsibility and liability for all applicable third-party costs and fees; and
• we are not responsible for the quality, content, or effect of any advice or service given by the third party, and you release us from all liability arising from that advice.

Where we incur any expenses on your behalf, we will charge you the GST inclusive amount of those expenses, less any input tax credits which we are entitled to.

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

14. Fee accounts and terms

Our invoices for Services are rendered as and when substantial work is performed and often on an interim basis as opposed to at the completion of particular tasks. We, however reserve the right to issue invoices at more or less frequent intervals.  All invoices will be due for payment within 14 days of the date of our invoice.

Invoices can be paid directly to our bank account or by major credit cards. Our bank account details for payment are:

Account Name – ESV Chartered Accountants

Bank – Australia and New Zealand Banking Group Limited

BSB – 012172

Account Number – 837844889

Please include the client name and invoice number in any narration.

A credit card processing fee of 1.2% (inclusive of GST) may apply to credit card payments.

Unless we expressly agree otherwise in writing, we expect payment from you notwithstanding the fact that our fees may be recoverable from insurance, settlement or other sources.

Where payment is not received within 14 days of the date of the invoice, we reserve the right to impose interest at a rate of ten percent (10%) per annum for any outstanding accounts and the right to suspend the performance of the Services until all outstanding accounts are paid in full.

If this Agreement relates to Services to be undertaken for two or more entities (whether together or individually) as named in the Engagement Letter, each named entity is jointly and severally liable to pay our professional fees and disbursements.

We reserve the right to exercise a lien on all funds, records, documents and files held by us as security for any outstanding payments due from you for any Services rendered by us or otherwise related.

15. Confidentiality

Except as set out in these Terms, we agree to take reasonable steps to protect and maintain the confidentiality of any Confidential Information that is provided by you to us. We will take reasonable steps to preserve and protect the confidentiality of your Confidential Information in accordance with our obligations under APES 110 Code of Ethics and the Tax Agent Services Act 2009 (Cth).

We will only use your Confidential Information to provide the Services to you. We may also retain your Confidential Information after our engagement with you to comply with our legal obligations or as part of our document retention policies. Where required, we may disclose your Confidential Information to professional advisers, insurers, entities to whom we are legally compelled to make disclosures to and any other parties properly authorised by you. You may make similar disclosures of Confidential Information received from us in the course of the Agreement.

Unless required by law, we will not disclose to Revenue Authorities any opinions or written advices relating to you without your express consent and will notify you of such disclosure, if possible and provided the law does not prohibit us from doing so.

You consent to us referencing your company name and logo in proposals, submissions, tenders and marketing materials as an indication of our experience.  Any such disclosure will not however disclose any information which is confidential or commercial in confidence and not in the public domain as at the date of the proposal, submission, tender or marketing collateral being prepared and issued.

The conduct of this engagement, in accordance with the relevant standards and ethical requirements of the Chartered Accountants Australia and New Zealand, means that information acquired by us in the course of the engagement is subject to strict confidentiality requirements.

Our files may however be subject to review as part of the quality control review process of the Chartered Accountants Australia and New Zealand which monitors compliance with professional standards by its members.  Other regulatory bodies, including the Australian Securities and Investments Commission and the Tax Practitioners Board, may also conduct surveillance or review to monitor quality control. Additionally, as a member in Public Practice, the ESV Trust account is subject to annual audit as set out in APES 310 Dealing with Client Monies. By engaging us, you acknowledge that, if requested, our files relating to this Agreement and transactions recorded in the ESV Trust Account will be made available under these processes.

Where your information is stored or processed using cloud-based platforms or third-party providers, we take reasonable steps to ensure those providers are subject to confidentiality obligations.

16. Privacy Act

In handling personal information, we comply with the Privacy Act 1988 (Cth), as amended from time to time, and with the Australian Privacy Principles. We collect, use, disclose, store and otherwise handle your Personal Information in accordance with our Privacy Policy, a copy of which can be found on our website https://www.esvgroup.com.au/privacy-policy/.

You acknowledge that you have read and understood our Privacy Policy and you agree to us collecting, storing, using, correcting, disclosing and otherwise handling your Personal Information for the purposes of providing the Services to you and/or for any other purpose set out in the Privacy Policy or otherwise in accordance with law.

To provide the Services, we may disclose your Personal Information to our business partners and associates and to third parties engaged to perform administrative, technical or other services. Any such disclosure is made on a confidential basis and in accordance with our professional and legal obligations.

We may also disclose your Personal Information if required or authorised by law.  You consent to us disclosing your Personal Information to our business partners and associates and to third parties when required by us to complete the Services. Where your Personal Information is stored or processed using cloud-based platforms or third-party providers, we take reasonable steps to ensure those providers comply with Australian privacy laws.

We do not use your identifiable information for training artificial intelligence models or benchmarking, unless we have obtained your explicit written consent.

If we reasonably believe your Personal Information has been involved in a data breach that is likely to result in serious harm, we will notify you and the Office of the Australian Information Commissioner, as required under the Notifiable Data Breaches scheme.

17. Disclosure of actual or suspected non-compliance

We may, as part of our responsibilities as a Member in Public Practice, take steps and actions as set out in section 360 of APES 110 Code of Ethics for Professional Accountants, issued by the Accounting Professional and Ethical Standards Board. This relates to situations involving non-compliance with laws and regulations (“NOCLAR”) as defined under APES 110.

During the course of our engagement, if we identify or suspect that non-compliance with laws or regulations has occurred or may occur, which may have a direct effect on material amounts or disclosures in the financial statements or compliance with which may be fundamental to the operating aspects of your business, to your ability to continue business or to avoid material penalty, we may take the following steps:

• Obtain an understanding of the matter.
• Advise the appropriate ESVBAA partner.
• Address the matters with you.
• Determine with the relevant ESVBAA partner whether further action is required.
• Determine with the relevant ESVBAA partner whether disclosure to an appropriate authority is required.
• Ensure we have documented the actions taken in the above process.

In some circumstances, we may be required by our professional obligations to report NOCLAR to a regulatory authority without informing you, where the law prohibits notification or where prior notice may prejudice an investigation.

You agree that where we consider disclosure of the above to a relevant authority is an appropriate course of action, then such a disclosure will not be considered a breach of confidentiality.  Furthermore, we will only disclose information about you where we reasonably consider that we are required to do so under law. This means that your information may be disclosed to government agencies (including Australian Taxation Office under our obligations as Tax Agents under the Tax Agent Services Act (2009) (Cth) or other Tax legislation or regulations) or law enforcement agencies.

18. Electronic communications, cybersecurity and data protection

You must let us know if there are any changes to your contact details. We may send you any communications to the last contact details you have provided.  You agree that we may communicate with you via email or other electronic means, including by sending you Commercial Electronic Messages (as that term is defined in the SPAM Act 2003 (Cth)). You consent to us sending Commercial Electronic Messages to you and you may opt out at any time if you no longer wish to receive these Commercial Electronic Messages from us.  To opt out of marketing communications please select the unsubscribe link contained within our marketing communications.

You must notify us if you do not wish to communicate via electronic means.

Further, you acknowledge that electronically transmitted information is inherently insecure, may be intercepted, may not be delivered and may contain viruses and it may be unsafe to use or cause damage to the effectiveness of your software or computer network or systems.  You agree to take reasonable steps to ensure you have suitable systems in place to prevent corruption of data or transmission of viruses in connection with electronic communications.

We take reasonable precautions to protect our systems but cannot guarantee that transmissions will be free from error, delay, unauthorised access or third-party interception. You acknowledge and accept these risks and agree that we will not be liable for any loss, error, damage or liability arising from the use of electronic communications, including any security breaches, data loss or system damage not caused by our gross negligence or wilful misconduct.

We take reasonable steps to ensure that your Confidential Information and records are handled securely and in accordance with our professional obligations under the Tax Agent Services Act 2009 (Cth) and APES GN30. Our cybersecurity and data protection measures include the use of secure electronic platforms, encryption, access controls, regular data backups, and procedures for responding to any data security incidents. These controls are designed to protect your Personal Information and tax records from unauthorised access, loss or interference.

By engaging us, you also consent to the use of the secure electronic platforms including secure cloud-based platforms for communication and data sharing and acknowledge that some data may be stored or transmitted through overseas cloud providers in accordance with our Privacy Policy.

19. Consumer data rights

You may consent for an Accredited Data Recipient under the Consumer Data Right (CDR) to disclose your CDR data to us.  You may nominate us as your Trusted Adviser for this purpose.  As your Trusted Adviser, we will only access the data necessary to provide the Services in this Engagement letter.

You may withdraw your nomination of us as your Trusted Adviser at any time by notifying your data holder in accordance with the CDR Rules.

20. Mutual responsibilities

You agree that either yourself or your authorised representatives as notified to us in writing from time to time will be reasonably available to confer with us upon request, will provide us with such documents and information that may be required for the performance of the engagement, will disclose all facts and circumstances of which you or your representatives  are aware that may bear upon the engagement, will promptly pay our professional fees in accordance with the Agreement and will otherwise assist in our efforts as we reasonably request. You are responsible for the completeness and accuracy of the information provided to us and must not knowingly withhold material information that may affect our work.

Where we are provided with information either by you, or compiled by others, we will assume and rely on its accuracy and completeness, subject to reasonable care or unless you have specifically engaged us to verify that information.

Where we identify significant risks, potential irregularities, or material inconsistencies, we may raise these with you and, where required, take steps in accordance with our obligations under the Code of Professional Conduct (TASA s30, s35) and APES 110.

You agree that we are not liable for any costs, loss, liability or damage either you or any other person sustains, directly or indirectly, in connection with our reliance on that information.

You agree that, during the term of the Agreement and for a period of 12 months after it ends, you will not directly or indirectly employ or engage any employee of ours who has taken part in the provision of Services to you. If you do, you agree to pay a fee equivalent to the recruitment, training and additional expenses required to replace our employee (plus GST).  You also agree that the restrictions and prohibitions in this paragraph are reasonable and necessary to protect our legitimate business interests and the goodwill in our business.

The safety and wellbeing of our employees is of paramount importance to us and we are required to comply with the provisions of relevant occupational health and safety legislation by taking all practical steps to ensure the health and safety of our employees.

We reserve the right to inspect your premises or any other premises where our employees will visit as part of the provision of the Services (if required). Irrespective of any inspection by us, you acknowledge that you have legal responsibility to provide a safe place of work when our employees visit your business site or another site in connection with the provision of the Services and you agree to provide our employees with reasonable access to your business records and systems as required to perform the Services. You must notify us of any known site hazards or access restrictions in advance of any visit.

21. File retention and storage

We take reasonable steps to hold information securely in electronic or physical form. From time to time, we may utilise third party data storage providers to store information on our behalf, including your personal information. Any disclosure of your Personal Information will be handled in accordance with our Privacy Policy.

We may store client information (including reports, correspondence, and supporting materials) on secure cloud-based platforms that may involve storage or access outside of Australia.

It is our general policy to retain client files for a period of seven (7) years (whether in electronic or physical form and whether internally and externally stored).  After this time, we will destroy those files unless you otherwise advise us in writing. You are responsible for maintaining copies of any documentation you may require beyond this period. If you require copies of files or reports after this period, we may not be able to retrieve them.

We accept no liability for any losses you suffer if any files, including any documents or other material you leave with us, are damaged or destroyed except where such losses are incurred as a direct result of any negligent or reckless act or omission breach of trust or fraud or dishonesty by ESVBAA or any of its officers or employees.

22. Complaints and dispute resolution

If a dispute arises in connection with the Agreement between you and us, both parties agree to use reasonable endeavours to negotiate in good faith to resolve the dispute, failing which the parties agree to resolve the dispute by mediation before bringing a legal claim or starting legal proceedings against the other. If you have any concerns about our costs or Services, please speak to the person responsible for this engagement, who is identified in our engagement letter.

We are committed to resolving any complaints fairly, promptly and professionally in accordance with our internal complaints management framework and applicable professional standards.

Written notice of the dispute will be given for it to be submitted to mediation before a mediator chosen by the parties or, where the parties cannot agree, by the Australian Disputes Centre. The mediation will be conducted in accordance with the Australian Disputes Centre’s Guidelines for Commercial Mediation, to the extent that they do not conflict with the provisions of this clause.

Where your complaint concerns a tax agent service or BAS agent service that we have provided, you also have the right to make a complaint to the Tax Practitioners Board in accordance with their complaints process described here:

https://www.tpb.gov.au/complaints

You may also obtain a summary of your rights as a client under the Tax Agent Services Act 2009 from the TPB website: https://www.tpb.gov.au/information-clients.

Where your complaint relates to any of our other professional services, you may lodge a complaint with Chartered Accountants Australia and New Zealand (CA ANZ) at https://www.charteredaccountantsanz.com.

23. Whistleblower, breach reporting and ethical safeguards

We have implemented a Whistleblower Policy and Internal Breach Reporting Policy to support ethical, lawful and transparent conduct within our firm. These frameworks enable the confidential reporting of suspected misconduct, fraud, breaches of law, or non-compliance with professional obligations.

Where a breach is identified that is required to be reported under the Tax Agent Services Act 2009 (Cth), we will notify the Tax Practitioners Board within 30 days, in accordance with section 60 of the Act.

We also conduct screening of all ESV Persons to ensure we do not knowingly engage any person disqualified from providing tax or BAS Services under the Tax Agent Services Act or the TPB Code of Professional Conduct. This includes checks against the TPB public register and annual compliance declarations.

The Tax Practitioners Board (TPB) maintains a public register of registered, suspended and deregistered tax and BAS agents, which is available at:

https://www.tpb.gov.au/public-register

We are required to inform you of any conditions attached to our registration or any relevant disciplinary history under the Tax Agent Services Act 2009 (Cth). As at the date of this Agreement, no such conditions or disciplinary events apply.

24. Limitation of liability

Under the Professional Standards Act 1994 (NSW) (PS Act) and the scheme approved under the PS Act (Scheme), our liability, including that of the firm, its partners, associates, employees or contractors, is limited to a maximum sum of:

• $2,000,000, where the professional fee for the Services is less than $100,000,
• $5,000,000, where the professional fee for the Services is $100,000 or more but less than $300,000,
• $10,000,000, where the professional fee for the Services is $300,000 or more but less than $500,000, and
• $20,000,000, where the professional fee for the Services is $500,000 or more.

For any audit or assurance Services where the professional fee for the engagement is $1,000,000 or more our liability may be limited to further maximum sums as outlined in the PS Act and the Scheme.

You may wish to obtain further information in relation to the PS Act and the Scheme, including details with respect to specific exclusions in relation thereto. Please refer to the following websites for further information:

The Professional Standards Council:

http://www.psc.gov.au

Chartered Accountants Australia and New Zealand:

https://www.charteredaccountantsanz.com.au

Where the PS Act and the scheme approved under the PS Act (Scheme) is not in place, our liability, including that of the firm, its partners, associates and employees or contractors, is limited to a maximum sum as set out above.

You agree that you have fully considered the limitation of our liability created by this clause.  You acknowledge that we have advised you herein that you may wish to obtain legal advice on your rights and obligations arising from the Agreement and, in particular, the limitation of liability provisions, because they may impact on your legal rights.

We maintain professional indemnity insurance that complies with the requirements of the Tax Practitioners Board. Further details can be provided upon request.

25. Third parties

Subject to clause 7 of these Terms, unless we consent in writing:

• Nothing produced by us is to be used or disclosed for any purpose other than its intended purpose. It should not be referred to in any document other than as agreed and must not be provided to any person other than your professional advisors and representatives.
• Nothing produced by us may be relied on by anyone other than you.
• You may not name us or refer to us or our work in any written work (other than to your professional advisors) except as may be required by law.
• You may provide a copy of work produced to your professional advisors provided that each advisor is aware of the limits placed on our work and that they treat our work as confidential and do not use or disclose any of the work produced in a way that it is not consistent with its purpose.
• You may provide copies of our work to a third party with our prior written consent. We may require such third parties to sign an agreement as to their use of our work.
• Disclosure of our advice to third parties may result in a waiver of legal professional privilege. You should seek legal advice before disclosing our work to any third party.

We are not liable to anyone (other than you in accordance with the Agreement) who obtains access to anything produced by us without our prior written permission.

26. Severability

Both you and we agree that each of the promises and undertakings given in the Agreement are independent from one another and severable. Part or all of a provision of the Agreement that is illegal or unenforceable may be severed from the Agreement and the remaining parts of the provision or provisions of the Agreement continue in force.

27. Delays

In no event shall any ESVBAA and any ESV Persons be liable for any failure or delay in providing the Services if caused or contributed to, by an act or event (including the non-performance of your obligations) that is beyond our reasonable control or was not foreseen at the time of entering into the Agreement.

We will advise you of any delays, the cause of such delays, and if applicable, the costs of such delays.

28. Terms of business

In no event shall ESVBAA and any ESV Persons be liable for any losses, damages, costs or expenses arising out of error due to the provision to us of false, misleading or incomplete information or documentation or due to any acts or omissions of any other persons.

As further consideration for our agreement to provide Services, you agree to indemnify and hold harmless all ESVBAA and ESV Persons against and from all actions, claims, proceedings, losses, damages, costs and expenses, of any nature and howsoever arising (Loss) which ESVBAA and ESV Persons may suffer or incur, directly or indirectly, in connection with the provision of the Services or the Agreement, except where, and only to the extent thereof, the Loss is found, after all processes have been exhausted, terminated or abandoned, have directly resulted from the gross negligence or wilful misconduct of the ESV Persons.

29. Governing law & jurisdiction

All aspects of the Services and the Agreement are governed and construed in accordance with the laws of New South Wales.

Both you and we irrevocably submit to the exclusive jurisdiction of the Courts of New South Wales, notwithstanding that your activities, or any part of the work we do, or your acceptance of the Agreement may take place outside the State of New South Wales.

30. Relationship to client

We provide the Services under the Agreement as an independent contractor and accordingly nothing shall be construed to create a fiduciary relationship, employment, partnership, joint venture or other relationship unless specifically acknowledged by us in writing. No party has the right, power or authority to oblige or bind the other in any manner.

31. Assignment

You may not transfer, assign or novate your rights or obligations under these Terms without our prior written consent. We may assign this Agreement to any successor to our business without your prior written consent.

32. Force majeure

Neither you nor we shall be liable for any breach of the Agreement (other than payment obligations) caused by circumstances beyond your or our reasonable control including but not limited to fire, floods, acts of God, terrorist acts, strikes or lock outs, war, riot, pandemic or any governmental act or regulation.

33. Updating of these terms

We may update and amend these Terms from time to time to reflect changes in legislation, regulatory guidance, or professional standards. We may notify you about any material changes to our Terms by posting an updated or amended version: on our website at:

https://www.esvgroup.com.au/terms-and-conditions/.

Our continued engagement following the updating or amendment of these Terms will constitute acceptance of the updated or amended terms. If you do not agree with the changes, you may terminate the Agreement by providing written notice.

34. Interpretation

If any provision of the Engagement letter or these Terms is void, that provision will be severed and the remainder will continue to apply.

35. Definitions

The following terms have the following meanings when used in these Terms:

• APESB – means the Accounting Professional and Ethical Standards Board.
• CDR or Consumer Data Right – has the meaning given in the Competition and Consumer Act 2010 (Cth) and includes any data you authorise to be shared with us under that regime.
• Chartered Accountants Australia and New Zealand—Chartered Accountants Australia and New Zealand, 33 Erskine Street Sydney charteredaccountants.com.au.
• Confidential Information—Information that is by its nature confidential but does not include:
• Information already known to the receiving party at the time of disclosure by the other party; or
• Information that is generally available to the public,

unless such information is known to a party or publicly available due to being fraudulently obtained by a party or other as a result of a breach of an obligation of confidentiality under this Agreement.

• ESV Persons— Any or all of ESVBAA, its partners, directors, staff, agents, contractors and sub-contractors and associates, as the context requires.
• Engagement Letter – means the letter issued to you by us setting out the scope of the Services and other engagement-specific terms.
• GST—Goods and services tax as provided for by the GST Act.
• GST Act – means the A New Tax System (Goods and Services Tax) Act 1999 (Cth) and any associated legislation, as amended from time to time.
• Personal Information – has the meaning given in the Privacy Act 1988 (Cth).
• Professional Standards Act – means the Professional Standards Act 1994 (NSW) or equivalent legislation in other Australian jurisdictions.
• Revenue Authorities—Includes various levels of government authorities or governmental agency or regulatory body or similar institutions which have legislative powers to impose and, or, collect taxes.
• Services – means the professional services we agree to provide to you as described in the Engagement Letter and any additional services agreed in writing.
• Taxation Service—Any service relating to ascertaining your tax liabilities or entitlements or satisfying your obligations under any tax law in Australia. This includes:
• preparation of a return, notice, statement, application or other document for lodgement with a Revenue Authority and responding to requests for further information from a Revenue Authority;
• preparation of tax calculations to be used as the basis for the accounting entries in the financial statements, provision of tax planning and other tax advisory services; and
• assisting you in the resolution of tax disputes.
• TPB or Tax Practitioners Board – means the statutory body responsible for the registration and regulation of tax practitioners under the Tax Agent Services Act 2009 (Cth).
• Trusted Adviser – means a person nominated by you to receive your CDR data in accordance with the CDR Rules
• Your Materials – means any information, materials, systems, technology or equipment provided or made available to us by you or by third parties on your behalf in the performance of the Services.