1. OUR OBLIGATIONS

a. We are obliged to consider whether our clients create any threats to compliance with our Fundamental Principles and where we cannot reduce the risk to an acceptable level, we are obliged to cease the Engagement under the Code (section 320) to decline or cease the Engagement.

b. We have a duty to act in your best interests, unless this duty is inconsistent with our duty to act in the public interest.

c. If the Engagement includes financial reporting, we have a duty to identify non-compliance that may materially impact your business’s financial integrity. We will first discuss our concerns with you, your internal auditor, management, or governance office holders. We may also decide, based on the imminence of a breach likely to cause substantial harm to third parties including the public, to notify a regulatory authority without raising our concerns with you first.

d. We are responsible for maintaining records for a period of five years unless otherwise required by legislation.

e. We will perform procedures (guided by the APES suite of standards) required that are directly related to the Engagement consistent with our Fundamental Principles of integrity, objectivity, professional competence and due care, confidentiality, professional behaviour, and identifying, avoiding and dealing with conflicts of interests.

f. We will document sufficient and appropriate records of the procedures performed for the Engagement, which may be subject to quality review by CPA Australia under APES 320 Quality Control for Firms.

2. YOUR OBLIGATIONS

a. You are responsible for full disclosure of all relevant information.

b. You are responsible for your own record keeping relating to your affairs.

c. You are responsible for the reliability, accuracy and completeness of the particulars and information provided to us, and, if the Engagement includes financial reporting, the accounting records and disclosures of all material and relevant information provided to us. Accordingly, any advice given to you is only an opinion based on our knowledge or your circumstances.

d. You are responsible for retaining paperwork for as long as legally required.

3. INDEPENDENT CONTRACTOR RELATIONSHIP

a. It is expressly agreed that ACOTA is acting as an independent contractor in performing the services under this agreement and is not an employee of the company. ACOTA shall have full discretion in determining the activity and resources levels required in rendering the services under this Engagement Letter. The Company further acknowledges that ACOTA shall remain free to accept any other consulting engagements that are similar in nature to this Engagement.

4. NON-SOLICITATION OF EMPLOYEES

From the beginning term of the engagement, and up to one year after the termination of the Engagement, neither ACOTA nor the Client, or their affiliated entities, shall without the other party’s prior written consent, directly or indirectly: a. solicit or encourage any person to leave the employment or other service of the other party; or b. hire any person who has left employment with ACOTA or the Client within the one-year period following the termination of that person’s employment with ACOTA or the Client as the case may be.

5. THIRD-PARTY INVOLVEMENT

a. We may from time to time engage third-party specialist professionals and other public practitioners where warranted to obtain the advice you need or to assist us to provide our service to you. These may include cloud service providers and outsourced service providers.

b. We will seek your consent if third-party involvement is required.

6. OWNERSHIP OF MATERIALS

a. You own all original materials given to us.

b. We own all materials produced by us that resulted from our skill and attention to the extent that the materials produced by us incorporate any original materials you give to us.

7. PRIVACY

a. Our collection, use and disclosure of your personal information (PI) may be subject to the Privacy Act 1988 (Cth) and accordingly we will only collect PI about you that relates to the Engagement. We may disclose PI about you with your implied consent for the primary purpose of this Engagement or to third parties by express consent or as required by law. We rely on Dropbox for our file storage and sharing, which may result in this PI being stored overseas. If you would like to access any PI we might hold about you contact us on info@acota.com.au.

b. We may collect PI about you, your representatives, your clients, and others when we provide services to you. If we do, you agree to work with us to ensure that we both meet our respective obligations under the Privacy Act 1988 (Cth). Your obligations may include ensuring your privacy policy and contracts include a reference to your collection practices, how you will use the PI and that you may disclose the PI to an agent for public accounting services.

c. Your PI may be disclosed to CPA Australia Ltd and its service providers (if requested) for the purpose of conducting a quality review assessment on the services provided, which is aimed at maintaining high industry professional standards. CPA Australia Ltd will handle your personal information in accordance with the CPA Australia Privacy Policy.

8. CONFIDENTIALITY

a. Confidential information furnished by the Client for use in performing the services mentioned above, is and shall remain the Client’s property. Subject to the exclusions below, ACOTA shall not, during the continuance of this Engagement or at any time thereafter, disclose, divulge or make public any of the confidential information other than as required to perform its services or by law. Notwithstanding the above, we may disclose details and records of the services provided to you to CPA Australia Ltd, (if requested) for the purposes of conducting a quality review assessment aimed at maintaining high industry professional standards.

b. Where information is shared to employees or contractors in performance of the service, each of the recipients shall also be bound by this confidentiality clause. This provision shall survive the termination of the Engagement. Confidential information shall not include (a) information that is or becomes part of the public domain other than by disclosure by ACOTA in violation of this Engagement letter, (b) that is rightfully obtained by ACOTA from third parties without a duty of confidentiality, or (c) that is required to be disclosed by law, statute or regulation.

9. PROFESSIONAL INDEMNITY INSURANCE (PII)

a. We hold professional indemnity insurance of at least the minimum amount prescribed in the CPA Australia Ltd By-Laws or as required by law. Our PII cover at the time of this Engagement is $2,000,000.

10. PROFESSIONAL STANDARDS SCHEME & LIMITATION OF LIABILITY

a. We participate in the CPA Australia Ltd Professional Standards Scheme (Scheme), which facilitates the improvement of professional standards to protect consumers and may limit our liability to you in a cause of action. The Scheme applies to professional accounting services including accounting, bookkeeping, taxation, auditing and assurance, insolvency and corporate reconstruction, management accounting, management consulting, forensic accounting, valuation services.

b. Notwithstanding anything to the contrary or to any other clause in this Engagement, to the extent permitted by law, the maximum liability of ACOTA under or arising out of and/or in relation to this Engagement is limited to 50% of the total fees paid to us in the 12 months immediately preceding the date on which the cause of action on which the claim is based first arose or $50,000, whichever is lower.

c. ACOTA shall have no liability in respect of (a) any consequential losses or (b) any other claim unless written notice of the claim is given to ACOTA specifying the matters giving rise to the claim within 7 days of such matters being known to the Client.

d. You agree not to pursue any claims against any other parties, including individual officers, contractors or employees of ACOTA, in respect of any alleged loss in connection with the provision of our services.