Standard Terms and Conditions

These Standard Terms and Conditions and the accompanying letter ("Engagement Letter"), must be read together as they form our agreement with you. They will apply to all work we undertake for you with respect to the engagement described in the Engagement Letter.

All references to "Client" or "you" are references to the client identified in the Engagement Letter.

All references to "us" or "we" are to the ZTAX firm or entity identified in the Engagement Letter.

The services we have agreed to provide to you, which comprise the scope of our work for this engagement, are set out in our Engagement Letter.

We will exercise reasonable skill and care to provide the services in line with the appropriate professional standards.

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 the Engagement Agreement amended as agreed in relation to the scope of work unless a separate engagement agreement is entered into.

Unless specifically stated otherwise in the Engagement Letter, any advice or opinion relating to the services is provided solely for your benefit. Except as required by law, you may not disclose all or any part of our advice or opinion in any way, including by publication or electronic media, to any person without our prior written consent.

We disclaim all responsibility for the consequences of anyone, apart from you, relying on our advice and/or opinion without our prior written consent.

As we will not be conducting an audit of the records provided, we are unable to express an opinion as to whether the records are free from material misstatement, whether caused by fraud, other irregularities or error.

We are however, required by APES315 – Compilation of Financial Information to attach a compilation report where we have been involved in the compilation of other financial information without the compilation of Financial Statements. This is so that any person who examines the other financial information is made aware of the services we have performed.

The compilation report does not diminish our professional and statutory obligations and duties as accountants in accordance with the scope of work as set out in this letter, but merely advises third parties of the services performed by ZTAX. You will appreciate that the distinction we are drawing is between auditing and accounting responsibilities and in this engagement we are limited to undertaking the latter.

In accordance with APES315, we advise we will rely on you for both the accuracy and completeness of the information supplied to us and we will require an acknowledgement to that effect which you provide by signing this letter.

During the supply of our services, we may provide oral, draft or interim advice, reports or presentations to you. In these circumstances our written advice or final written report 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 oral advice or an oral presentation, you must inform us and we may (but are not obliged to) provide you with documentary confirmation of the advice.

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 give you will be based on the law effective at the date of the advice or opinion. We do not accept any responsibility for any changes in the law, and/or in its interpretation, which occur after the date of our advice. This applies to 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.

Unless otherwise agreed with you, or specifically stated in the Engagement Agreement, the advice we give cannot be relied upon to disclose irregularities, including fraud and other illegal acts and errors that may occur.

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.

You agree to pay for the services we provide in accordance with the payment terms set out in the Engagement Agreement.

In order to provide our services to you, we require your co-operation. You agree that you will:

• Provide, in a timely way, all information and materials that we reasonably require to enable us to prove the services set out in the Engagement Letter;
• Arrange access to members of your staff, third parties, records, technology and systems, and premises;
• Respond to us promptly to facilitate the performance of the services.

Your primary representative from ZTAX is the Engagement Director/Partner specified in the Engagement Letter.

We will rely on the information and material that you provide. You are responsible for the completeness and accuracy of the information and materials you supply to us.

If you become aware that any of the information or material provided to us has changed, is incomplete, incorrect or misleading in any respect, or may in any other way impact upon the services we provide to you, you must inform us immediately. You must also take all necessary steps to correct any announcement, communication or document issued which contains, refers to, or is based upon such information.

We disclaim all responsibility for your failure to inform us of any changes to any information and/or material which impacts upon the services we have agreed to provide to you.

If you provide any advice or opinion we give to you to a third party without our consent, you agree to indemnify us against any and all claims made against us by that third party or any other party and for the costs of defending any such claims.

Whilst we will have reference to material that you provide to us, we must make our own assessment of the merits of what is submitted to us and determine whether or not further or alternative information is required.

Any queries that arise during this engagement will be responded to by us as soon as practicable. This will ensure that any issues arising can be quickly addressed to ensure deadlines are met.

We do not review any tax matters where you deal directly with the relevant regulatory authority, including for matters such as business activity statements, PAYG withholding, superannuation, payroll tax, land tax and workers’ compensation, unless specifically agreed in writing

If you believe that the advice or opinion we have provided to you does not confirm to the scope of work set out in the Engagement Agreement, you must inform us immediately. You must give us a reasonable opportunity to rectify any such advice or opinion.

If you fail to do so, we disclaim all responsibility for our advice/opinion failing to conform with the scope of works set out in the Engagement Agreement.

Our liability is limited by a scheme approved under the Professional Standards Legislation (other than for the acts or omissions of Australian Financial Services Licenses). Further information on the scheme is available from the Professional Standards Councils website: www.professionalstandardscouncil.gov.au.

In no event will we be liable for any indirect, special or consequential loss or damage including loss of revenue, loss of profits, loss of opportunity, damage to goodwill or reputation.

The basis on which we charge fees for this engagement is set out in our Engagement Letter.

If the basis on which our fees will be charged is our standard hourly rates, our fees will be charged on the basis of the hourly rates from time to time of each person working on your engagement. Time spent is recorded in six minute units with time rounded up to the nearest unit of six minutes. As at the date of the Engagement Letter, our standard hourly rates if applicable, have been outlined as proposed.

If the basis on which we will charge for fees is or includes fixed fees for a fixed scope of work described in the Engagement Agreement, we will charge you the fixed fees described to complete exceeds, or is not included in, the fixed scope of work described in the Engagement Agreement, we will charge you at our standard hourly rates from time to time unless a further fixed fee arrangement is reached.

If we receive money into our trust account on your behalf (in respect of any engagement), you authorise us to withdraw that money, as well as any other trust money we hold for you on account of our fees, for the purposes of paying our fees as they arise (in respect of any engagement). You may revoke your authority by giving us seven days’ notice in writing. However, in this case, we may still withdraw money held on your behalf for our fees that were accrued up to the expiry of the notice period. If we receive money to be paid to a third party, we will forward that money to the third party unless you instruct us to do otherwise.

We may review and increase the rates we are charging to you on an annual basis.

Unless we agree otherwise in writing, all accounts are payable 14 days from receipt of invoice.

Each account will be a tax invoice for GST purposes where an amount for GST forms part of our fees and we will briefly describe the work that we have undertaken on your behalf.

If you do not pay our invoice in full, we may:

• Elect not to continue to provide our services to you;
• Suspend work until further payment is made;
• Exercise our common law right to retain your documents until our account is paid;
• Charge interest on any unpaid amount. The rate of interest will be at the prevailing corporate overdraft reference rate published by the Commonwealth Bank of Australia; and / or
• Immediately initiate legal proceedings without notice.

Our fees include GST at the prevailing rate unless our services are GST-free. If the prevailing rate of GST changes, we will adjust our costs to reflect the change. In addition to our fees, we may incur expenses (disbursements) on your behalf during the engagement.

General disbursements may include charges and expenses for travel, accommodation, and document production and handling, including photocopying, fax charges and courier. By engaging us you consent to us incurring these disbursements on your behalf and you agree to reimburse us for them. (Where applicable, GST will be charged on these disbursements at the prevailing rate.)

Unless specified otherwise in the Engagement Agreement, the cost of any person required to be appointed by you or us to provide specialist advice in connection with our engagement, is not included as part of our fee estimate.

Any documents that we produce during our work belong to us.

Unless otherwise agreed in the Engagement Agreement, all original documents you have provided to us in the course of this engagement will belong to you.

On completion of our work, or termination of this engagement, we will return to you any papers to which you are entitled.

You agree that we can keep files relating to the engagement in electronic form. If you do not direct us otherwise in writing, we may destroy your files, without further notice to you, after 7 years from the date of completion of the engagement, or if a different (shorter or longer) retention period is required by law, following the expiration of that period. You authorise us to destroy our file including all electronic records (excluding any documents kept in safe custody) after the expiration of the relevant period referred to in the previous sentence.

If you believe that any document held by us in our files is, or is reasonably likely to be, required in evidence in a legal proceeding, you will inform us of this fact urgently and request in writing that we do not destroy such document until it is no longer required, unless you may be committing an offence under the applicable crimes legislation.

We may charge for special storage requirements and/or retrieving documents from storage if you request them.

We accept no liability for any losses you suffer if our file, including any documents or other material you leave with us, is damaged or destroyed for any reason.

All company records must be kept for a period of seven (7) years under the Corporations Act. All records relating to income tax matters must be kept for a period of five (5) years from the date of the income tax assessment to which the record relates as the Australian Taxation Office could carry out an audit at any time within that period.

Certain records relating to income tax matters must be kept for a period longer than five (5) years, depending upon the nature of the transaction. The most common records that this may apply to are those related to Capital Gains Tax assets or events and depreciating assets.

We may correspond with you by post, by fax or electronically. We are not responsible for any delay, non-delivery or interruption of any of these methods of communication.

You authorize us to communicate with you and provide you with documents electronically. You acknowledge that electronic transmissions can be insecure and can be corrupted, intercepted and may contain viruses. To the extent permitted by law, we will not be responsible for any liability caused in connection with electronic transmissions. You will take all reasonable steps to ensure that you have suitable systems in place to prevent corruption of data, or transmission of viruses in your electronic documents or other communication to us. You acknowledge and accept the risks that email communications may not always be secure, irrespective of the security we have in place.

Please contact us immediately if you have any doubts about the authenticity of any documents or communications purportedly sent by us.

We authorize you to communicate with us and provide us with documents electronically.

In conducting this engagement, information acquired by us in the course of this engagement is subject to strict confidentiality requirements.

We will protect confidential information in a reasonable and appropriate manner and in accordance with applicable professional standards.

We will only use or reproduce confidential information to perform our obligations under this engagement.

We may, on a confidential basis, disclose confidential information to our own professional advisors and insurers.

We may disclose confidential information if this is required by law, or is required in order for us to comply with our professional duties and obligations, or as required by professional or regulatory bodies.

Non-compliance with laws and regulations ("non-compliance") comprises acts of omission or commission, intentional or unintentional, committed by a client, or by Those Charged with Governance, by management or by other individuals working for or under the direction of a client which are contrary to the prevailing laws or regulations.

As members of the accountancy profession we are required to act in the public interest and should we encounter or be made aware of non-compliance or suspected non-compliance with laws and regulations in the course of providing our service we are required to respond in accordance with the Code.

Our response will be determined by the specific circumstances of the non-compliance and the type of service we are providing but may include obtaining an understanding of the matter, discussing with the appropriate level of management or governance of the client how the matter will be addressed. We may be obliged to disclose the matter to your external auditor, group auditor or appropriate authority. We may be obliged to withdraw from the engagement.

If we are performing an audit, we will consider the impact of instances of non-compliance or suspected non-compliance on our audit approach.

As a member of Certified Practising Accountant (CPA) we are required to undertake a quality review process. Other regulatory bodies, including ASIC, may also conduct surveillance or review to monitor quality control. As part of these processes’ client files are subject to review.

As a result of these quality reviews your client file may be chosen for inspection. By accepting our terms of engagement, you authorize your files to be reviewed in this way.

Unless otherwise specified in the Engagement Letter, we retain all copyright and intellectual property rights in all material developed, designed or created by us in the course of carrying out the engagement including know how, systems, software, reports, written advice, drafts and working papers.

You warrant that any documents or material given to us in relation to this engagement will not infringe the intellectual property rights of any other person and you indemnify us against any breach of that warranty.

You must not use the ZTAX name or logo on any website or in any public statement unless you have our prior permission.

We understand the importance of protecting the privacy of personal information. In handling personal information, we will comply with the Privacy Act 1988 (Cth) (Privacy Act), as amended from time to time.

We collect, use, disclose and store personal information in accordance with our privacy statement, a copy of which is available on request or may be viewed on our website ztax.com.au.

Generally, we collect and use personal information for the purposes of providing professional services to you. We may also use your personal information for the purpose of providing marketing and training information to you. Please let us know if you do not want to receive this information.

To provide services to you, we may disclose your information to third parties engaged to perform administrative or other services. Any such disclosure is always on a confidential basis. We may also disclosure your information if required or authorized by law.

Before you disclose personal information to us, whether that information relates to you or someone else, you should make sure that you are entitled to disclose that information.

If you become aware of any breach or alleged breach of privacy laws concerning the information that you disclose to us, you must notify us immediately.

From time to time we may request information from you in order to meet our obligations under the Anti-Money Laundering and Counter-Terrorism Financing Act 2006 (Cth) (AML/CTF Act).

Where we provide a designated service (as defined under the AML/CTF Act), we are a reporting entity under the legislation and as such must meet stringent identification and verification requirements.

This means that, before providing you with a service we must make sure you are who you say you are by collecting information to identify you or any agent acting on your behalf and taking steps to verify this information.

We will maintain all information collected in a secure manner in accordance with the relevant privacy principles and the AML/CTF Act. We will only disclose information about you where we reasonably consider that we are required to do so under Australian law.

This means that your identification information may be disclosed to government agencies or law enforcement agencies.

You agree to provide such information upon request. If you do not provide this information, we may not be able to provide services to you.

The performance of our services is governed by Professional and Ethical Standards and other specific legislative requirements regarding independence.

As at the date of the Engagement Letter, we do not believe that there is any conflict of interest in us providing the services set out in the Engagement Agreement to you. However, it is possible that in the future a conflict (actual, potential or perceived) may arise. If it does, we will notify you immediately and discuss the issue with you.

Our aim is to make sure that any further services we provide to you will be objective and free from any independence or conflict of interest issues. In some cases, this may result in us having to cease providing any further services to you.

If you are unhappy with the services, we have provided to you or would like to discuss how they could be improved, you are welcome to contact the Director/Partner specified in the Engagement Letter.

We will investigate all complaints carefully and promptly and attempt to resolve any difficulties.

When our staff are assigned to work for you, you agree that, during the period of the engagement and for a period of 12 months following the completion or termination of the engagement, you will not without our consent employ or engage, or procure a third party to employ or engage, any employee of ours who has taken part in the provision of services to you. We reserve the right to charge to you a fee equivalent to the recruitment, training and additional expenses required to replace our employee (plus GST). We agree to not engage or employ any employee of yours without your consent for a period of 12 months following the completion or termination of the engagement.

The safety and wellbeing of our people is of paramount importance to us. We reserve the right to inspect your premises where our staff are, or are proposed to, work from your premises. Irrespective of any inspection by us, you acknowledge that you have a legal responsibility to provide a safe place of work at all times including to our staff who work from your premises.

Unless we are providing you with a statutory audit, the engagement may be terminated by you or us by giving 7 days’ written notice subject to applicable legislation and professional standards.

Unless we are providing you with a statutory audit service, we may terminate this engagement by giving you 7 days’ notice in writing, unless a shorter period is required for matters of urgency, if:

• You do not pay our account
• You do not meet a requirement for money on account of costs or disbursements
• We have requested instructions, information or materials from you but you have failed to provide them in a timely manner
• You give us instructions that are false and misleading
• We believe that we may have a conflict of interest
• Any other reasonable grounds

Either party may terminate this engagement if an insolvency event occurs in relation to the other party. Where used in this clause, ‘insolvency event’ means, in relation to a body corporate, a liquidation or winding up, the appointment of a controller, administrator, receiver, manager or similar insolvency administrator to a party or any substantial part of its assets or the entering into a scheme or arrangement with creditors, or in relation to an individual, becoming bankrupt or entering into a scheme or arrangement with creditors or, in relation to a body corporate or an individual, the occurrence of any event that has a substantially similar effect to any of the above events.

All sums due to us shall become payable in full when termination takes effect, or as otherwise agreed in the Engagement Agreement.

Termination under this clause shall be without prejudice to any rights that may have accrued before termination.

The Engagement Letter may only be amended or varied by a document in writing signed by each party.

These Standard Terms and Conditions, together with the Engagement Letter contain the entire agreement between the parties about their subject matter and supersede all previous communications, representations, or agreements between the parties on the subject matter.

If there is any inconsistency between the documents forming part of or contemplated by the entire agreement between the parties as set out in clause 23, then the following order of priority applies to determine which provisions prevail to the extent of the inconsistency:

• the Engagement Letter;
• these Standard Terms and Conditions.

For the avoidance of doubt, an inconsistency between a clause of these Standard Terms and Conditions and any part of the other documents in the list (“Other Documents”) above will only be considered to exist if the subject matter of the particular clause is dealt with in both this Standard Terms and Conditions and any part of the Other Documents. If the Other Documents are silent on any particular subject matter, then that silence will not be taken to constitute an inconsistency between these Standard Terms and Conditions and the Other Documents.

No failure to exercise or delay in exercising any right given by or under this Engagement Agreement to a party constitutes a waiver and the party may still exercise that right in the future. No single or partial exercise of any right precludes any other or further exercise of that or any other right.

Any waiver of any provision of this Engagement Agreement or a right created under it must be in writing signed by the party giving the waiver and is only effective to the extent set out in that written waiver.

This Engagement Agreement is governed by the laws in force in the state of Victoria.

The parties submit to the exclusive jurisdiction of any courts of competent jurisdiction in the state of Victoria and any courts that may hear appeals from those courts about any proceedings in connection with this Engagement Agreement.

We will prepare our opinion based on taxation legislation and Australian Taxation Office or other relevant revenue authority (collectively “ATO”) pronouncements in effect at the date of the advice. We are not responsible for updating our advice to consider any prospective or retrospectively applied changes in taxation legislation, new or amended ATO pronouncements, nor the outcome of case law subsequently decided by a court or tribunal.

Our advice will be given specifically to the person(s) listed in our advice. No other party may rely upon the information contained within the advice. Accordingly, to the extent permitted by law, we do not accept liability for any loss or damage which any other person may suffer arising from any negligence on our part in giving the advice.