Terms & Conditions

1. Definitions

In this Engagement Letter, the following terms have the meanings set out below:

• "Client" or "you"means the entity acquiring goods or services from us in this Engagement Letter.
• "Engagement Letter"means this document including the Terms and Conditions, schedules and annexures set out herein.
• "Services"means the scope of the services specified in the Proposal, Engagement Letter, or as varied in accordance with these Terms and Conditions.

2. Description of Services

Diwan & Co will provide tax, accounting, bookkeeping and related administration services. These services will be supplied:

• To the best of Diwan & Co's ability and knowledge;
• In accordance with reasonable technical directions given by the Client to Diwan & Co;
• In compliance with all applicable standards, awards, laws and regulations.

Diwan & Co will provide professional services at your request in accordance with the relevant professional and ethical standards.

3. Scope of Work

The scope may include but is not limited to the services as per the hourly rates or quoted amounts. The procedures to be performed will be limited exclusively to those related to the Engagement. Please note:

• Neither an audit nor a review will be conducted and accordingly, no assurance will be expressed (if applicable).
• Unless otherwise agreed, the Engagement cannot be relied upon to disclose irregularities, including fraud, other illegal acts and errors that may occur.

Liability is limited by a scheme approved under Professional Standards Legislation generally and with respect to you or another user of the results of the Engagement. We are not liable for any claim by you involving fraud, misrepresentation, wilful default or other act of dishonesty by you or your employees, agents, assigns, representatives or purported employees, agents, assigns or representatives.

4. Relative Responsibilities, Privacy Protection and Confidentiality

You agree and acknowledge that you are solely responsible for the completeness and accuracy of the information supplied to us.

You agree and acknowledge that we are responsible for ensuring that your confidential information acquired by us during the course of the professional work is not disclosed, except where consent has been obtained by you or where there is a legal obligation to disclose the confidential information, or where there is a professional duty to disclose the information when not prohibited by law. Disclosure may be made to:

• Comply with the quality review program of a member body or professional body; or
• Respond to an inquiry or investigation by a member body or regulatory body; or
• Protect the professional interests of a member in legal proceedings; or
• Comply with technical standards and ethics requirements.

We are required and committed to protecting your personal information under the Privacy Act 1988 (Cth). Disclosure of such information may be compelled by law (for example, under the Social Security Act 1991 (Cth)). We will deal with your personal information in accordance with the Diwan & Co Privacy Policy, which can be found online at www.diwanco.com.au. By accepting these terms, you consent for us to collect, hold, use and disclose your personal information in accordance with our Privacy Policy (as amended from time to time).

5. Unanticipated Services

Only the services which are listed in the attached schedules are included within the scope of our instructions. If there is additional work that you wish us to carry out which is not listed in the schedule, any additional work will be quoted to you before commencement of said additional work. Once the scope of the additional work is agreed upon, we will issue an additional or updated letter of engagement via our online proposal system, and will ask you to sign the new agreement before commencing the new work.

You agree that if an unanticipated need arises (such as an audit, an amended tax return or a personal financial statement required as part of a loan agreement), this additional work will be performed only after arriving at a mutually agreed-upon price and a Change of Service Request is accepted with a digital signature.

6. Period of Engagement

This engagement starts on the day you accept the terms of engagement or attend your scheduled appointment with us and is valid until it is ended by mutual agreement or superseded by a newer engagement. We will not deal with earlier periods unless you specifically ask us to do so and we agree.

You or we may agree to vary or terminate this agreement at any time without penalty. Notice of variation or termination must be given in writing.

7. Tax Services

A taxpayer is responsible to keep full and proper records in order to facilitate the preparation of a correct return. The return may be subject to later review by the Commissioner of Taxation. Under the taxation law, such a review may take place within a period of four (4) years after tax becomes due and payable under the assessment. Where there is fraud or evasion, there is no time limit in amending the assessment. Accordingly, you should check the return before it is signed to ensure that the information provided is accurate.

Where you are uncertain about the application of the taxation law to your particular circumstances, you may request a private ruling which will set out the Tax Commissioner's opinion about the way the taxation law applies or will apply to you in your specific circumstances. A detailed description of the facts with all the supporting documentation must be provided in your private ruling application. The private ruling is ineffective if there is any material difference between the facts, the private ruling and what you actually do.

The Commissioner must administer the law in the way set out in the private ruling, unless it is found to be incorrect. If you disagree with the private ruling, you can lodge an objection against the ruling if it relates to income tax, fuel tax credit or fringe benefits tax. The time limit in lodging an objection is dependent upon whether you are issued an assessment for the matter covered in the private ruling.

8. Service and Price Guarantee

Diwan & Co will always stand behind the quality and professional nature of the services we offer. If at any point you are not completely satisfied with the services we have performed, we encourage you to bring this to our attention immediately. We would love the opportunity to correctly address your concerns and prevent similar problems from happening in the future.

If you are still not satisfied with the outcome of our services, we will work towards a mutual agreement regarding the payment for services completed. As an example, we may agree to either forgive the related payment or accept a portion of the originally agreed price that reflects your level of satisfaction.

You represent to us and promise to us that all information you provide to us is accurate and complete and that we can rely on same for the purposes of carrying out the work. We will not accept responsibility for any matter or thing which is brought about or directly or indirectly arises (by act or omission or otherwise) as a result of any false representation or false information that you have provided to us. Our advice and information is for your sole use, and we accept no responsibility to any third party, unless we have expressly agreed in the engagement letter that a specified third party may rely on our work.

9. Ownership of Documents

All original documents obtained from the client arising from the engagement shall remain the property of the client. However, we reserve the right to make a reasonable number of copies of the original documents for our records.

We own any documents produced as a result of this Engagement or any copied documents provided by you for this Engagement including any electronic data. We will on completion of the work retain any paper documents for no more than seven (7) years on the understanding that we have your authority to destroy your file seven (7) years after the date of completion of the work. Documents deposited in safe custody with us will not be destroyed.

10. Client Responsibilities and Warranties

In conducting this engagement, information acquired by us in the course of the engagement is subject to strict confidentiality requirements. That information will not be disclosed by us to other parties except as required to provide the Services, as allowed for by law, or with your express written consent.

The Client is responsible for the reliability, accuracy and completeness of the accounting records, particulars and information provided and disclosure of all material and relevant information. Clients are also responsible for providing us with such materials and relevant information in a timely manner so that we may provide our Services to you in a timely manner. Any advice given to the Client is only an opinion based on our knowledge of the Client's particular circumstances and the information provided to us.

You agree that we are entitled to rely on the accuracy and completeness of any information you provide us under this agreement. Diwan & Co accepts no liability or responsibility for any loss, damage, claim or expense that you may suffer as a result of you providing us with inaccurate, incomplete, incorrect, out of date or untimely accounting records, particulars or information, and you waive and release us from any and all such liability.

You agree to pay Diwan & Co the Fees in accordance with the Billing Schedule set out in this agreement. Unless otherwise agreed, terms are strictly seven (7) days from the date of invoice. Should the account be unpaid by the due date, we reserve the right to use a debt collection agency (Commercial Credit Services Pty Ltd) or other legal means to recover outstanding fees. If we incur any costs for payment collection, such as solicitor fees and collection agency fees, you agree to indemnify us for all such costs.

Before documentation is lodged on your behalf, drafts will be forwarded for your approval. No responsibility will be accepted for any late lodgement penalties incurred where information and documentation is not received promptly. You warrant that you have not relied on any representations or warranties made by Diwan & Co in respect of the Services which have not been expressly set out in this agreement.

11. Statutory Due Dates

Where client information is not provided to our firm within 5 business days of a statutory due date, we may impose an additional surcharge of 30% to complete works by the due date to ensure your compliance obligations are met.

Where works are required to be completed by our firm within a 48-hour timeframe, a surcharge of 50% in addition to our standard fees may apply to complete works by the due date to ensure your compliance obligations are met.

12. Interests and Penalties

In the instance that we engage with Commercial Credit Services Pty Ltd to retrieve any amounts unpaid by a client, a 10% surcharge will be added to the total invoice amount, which must be paid by you.

We reserve the right to charge interest at the maximum rate prescribed in Rule 75 of the General Rules on any amounts unpaid after the expiry of 30 days after a tax invoice is given to you. The maximum interest rate prescribed under the General Rules is the Cash Rate Target set by the Reserve Bank of Australia plus 2%. Our tax invoices will specify the interest rate to be charged.

13. Outsourced Services

We may involve third party contractors or outsourced service providers in providing various aspects of your accounting work. These services may include:

• Accounting file preparation and/or Data entry into our accounting systems
• Auditing of accounts
• Hosting of data on cloud based servers

Acceptance of our services in conjunction with this engagement document indicates your acceptance of the use of outsourced services as described above. Where the outsourced service requires the disclosure of personal information to an overseas recipient, Diwan & Co will be required to take reasonable steps to ensure that Australian Privacy Principles are complied with by the overseas recipients.

Diwan & Co has taken all available measures to ensure the security and privacy of your data is protected and follows the notifiable data breaches scheme as outlined in the Privacy Act 1988.

14. Limitation of Liability

Our liability is limited by a scheme approved under Professional Standards Legislation. Further information on the scheme is available from the Professional Standards Councils' website: www.psc.gov.au.

15. Termination of this Engagement

Subject to any statutory provisions that apply to the Services, and unless otherwise outlined in this Terms document, either party may terminate this engagement by giving not less than 28 days written notice expiring at the end of a month of the term. You will be required to pay our costs incurred up to the date of termination.

Either party may terminate this engagement immediately if the other commits any material or persistent breach of its obligations under this agreement (which, in the case of a breach capable of remedy, has not been remedied within 7 days of discovery by the party in breach), or if the other becomes insolvent.

In addition, we may terminate this engagement on reasonable notice if any of the following circumstances occur:

• You fail to pay our accounts on time;
• You fail to provide us with requested information;
• You fail to provide us with adequate instructions;
• Your instructions involve acting contrary to the interests of another client;
• A conflict of interest has arisen or it is not appropriate for us to continue to act on your behalf;
• We are no longer able to provide all or part of the Services because of applicable auditor independence rules or legislation; or
• For any other reasonable and just cause.

In addition to our other rights, upon termination you will be required to pay our charges for work done, and for any expenses incurred up to the date of termination together with our reasonable costs and expenses incurred in connection with the early termination of this engagement. Termination of this engagement is without prejudice to any rights that may have accrued before termination.

16. Force Majeure

Neither party will be liable to the other for any delay or failure to fulfil their obligations under this agreement if that delay and/or failure arises from causes beyond their control, including but not limited to fire, floods, acts of God, acts or regulations of any government or supranational authority, war, riot, terrorist activities, strikes, lockouts and industrial disputes.

17. Electronic Communications

You agree that we will communicate with each other by electronic means such as e-mail, SMS etc. We and you each recognise that e-mail and the internet are inherently insecure and that emails and data can become corrupted, are not always delivered promptly (or at all), and that other methods of communication may be appropriate. In addition, the internet is prone to viruses.

We and you each recognise these hazards and so each of us will be responsible for protecting our own systems and interests. Neither you nor we will be responsible to the other on any basis for any loss or damage in any way arising from the use of electronic communication.

You hereby authorise us and request us to communicate with you by way of electronic communication, during and after termination of our services. You release us from any claim you may have as a result of any unauthorised copying, recording, reading or interference with any document that we send or receive by way of electronic communication, or for any delay or non-delivery of any document and for any damage caused to your system or any files by a transfer by way of electronic communication.

18. Storage of Personal Information and Use of Cloud Service Providers

By accepting these Terms, you acknowledge and agree that your personal information may be stored in Australia or overseas within the cloud service providers as set out in our privacy statement, which is accessible at www.diwanco.com.au.

19. Disclosure

You must provide all information and documents relevant to the proper performance of the work at the outset of the Engagement and during the Engagement. This includes promptly advising us of anything that occurs subsequently to render information already provided misleading or incomplete, or advising us of any change in your circumstances relevant to the work.

20. Billing and Invoicing & Payment

Services may be billed on a fixed rate or hourly billing rate, as indicated herein. Where we cannot provide a fixed rate quote, we will quote an hourly rate in cases of project work where it is difficult to define the scope of the service required. In the case where you have been quoted an estimate based on an hourly rate, Diwan & Co will inform you of the amount of time used before we issue the final bill and collect payment. Our professional fees will be based on our regular billing rates, plus direct out-of-pocket expenses and applicable GST, and are due when rendered. Fees for additional services will be established separately.

We will submit our bill(s) as indicated herein. If an extension of our services is requested, we will discuss our fee arrangements at that time. Plan implementation as well as plan monitoring and updating, if needed, are separate engagements. If you choose one of these additional services, a separate engagement letter will be provided and these services will be billed separately.

We reserve the right to suspend our services or to withdraw from this engagement in the event that any of our invoices are deemed delinquent. In the event that any collection action is required to collect unpaid balances due to us, you agree to reimburse us for our costs of collection, including lawyers' fees.

21. More Than One Client

If we are acting for more than one of you, you irrevocably and unconditionally consent to any conflict (if any) that may arise and you hereby authorise us to accept instructions from one of you, as instructions coming from the other, without having to revert to the other. You will each be severally and jointly liable for any fees, charges or disbursements incurred. You understand that you may choose to receive independent advice as to this agreement.

22. Privacy Act

We may collect Personal Information about 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 the obligations that we each may have under the Privacy Act 1988 (Cth) (as amended). The obligations may include notifying the relevant person to whom the personal information relates who we are and how we propose to use their personal information.

Where you have collected personal information, you confirm that you have collected the personal information in accordance with the Privacy Act, that you are entitled to provide this personal information to us and that we may use and disclose the personal information for the purpose(s) of providing our services to you. We will handle personal information in accordance with the Privacy Act.

23. Appointment of Tax Agent / Australian Tax Office (ATO) Authorisation

By engaging with Diwan & Co, you agree to authorise us to add this entity to our ATO Tax Agent Portal (Online Services for Agents), using your entity/individual Tax File Number (TFN) you supply to us as the unique identifier.

We will act on your behalf in respect of your dealings with the Australian Taxation Office. As your authorised tax agent, we will be (where applicable):

• Adding you to our client list with the ATO ECI lodgement facility;
• Adding you to our client list on the ATO Tax Agent view of the portal;
• Adding you to our SBR-enabled software client list;
• Representing you in dealings with the Commissioner in relation to a tax and BAS provision;
• Preparing and lodging activity statements, payment summary information and tax returns;
• Having access to activity statements and related information that may be provided.

This letter will be effective for future years unless you advise us in writing, or if we are removed from being your authorised tax agent within the ATO Tax Agent Portal.

24. Confirmation of Terms

By completing and submitting the online form available at www.diwanco.com.au, you acknowledge that you have read, understood, and agree to be bound by the above terms and conditions.

This agreement will be effective for future years unless we advise you of any change.