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Engagement Terms and Conditions

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Engagement

Hanrick Curran has been requested to provide certain services described in the engagement letter (the “Services”) to you as the Client. We will seek to provide the Services as described in the engagement letter. Our work is performed subject to our standard terms and conditions (“Terms”) as described in this document. Together the engagement letter and these Terms form the Agreement for the provision of the Services.

This Agreement constitutes the entire agreement between Hanrick Curran and you as our client. To the extent that there is any inconsistency between the engagement letter and these Terms, the engagement letter shall prevail. These Terms and the engagement letter are the only communications governing our relationship. We expressly exclude and have no liability for any statements, representations, guarantees, conditions or warranties, including any which may be implied by statute, common law or custom or which arise from oral or written communications with you, which are not expressly contained in this Agreement. If any representations are significant to you, ensure they are expressly set out in the engagement letter.

Hanrick Curran, “we”, “us”, “our” and similar wording refers, as appropriate, to Hanrick Curran, any of its practice entities, Partners, Directors and employees.

The “Client” or “you” refers, as appropriate, to the entity to which the engagement letter is addressed, its Directors, Officers, employees, agents, contractors and other representatives.

To the extent that any of the terms in this Agreement are or become invalid, unenforceable or illegal, the remainder shall survive unaffected.

This Agreement shall be governed and constituted by the law of Queensland. Each party irrevocably and unconditionally submits to the exclusive jurisdiction of the Courts of Queensland for determining any disputes or proceedings arising out of or in connection with this Agreement.

Client Obligations

You agree to pay for the Services in accordance with the Agreement.

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

You agree that information made available by you, or by others on your behalf, to, or which is otherwise known by, our partners or staff who are not engaged in the provision of the Services shall not be deemed to have been made available to the individuals within Hanrick Curran who are engaged in the provision of the Services.

We shall be entitled to rely on the accuracy of all information provided by you, or by others on your behalf, without independently verifying it. Where our work does not require us to review source documents you warrant to us that the relevant documentation has been maintained. We take no responsibility where appropriate documentation has not been maintained.

If during the engagement you become aware of any conflict of interest or potential conflict of interest or there is a change of circumstances, you must advise us.

You shall retain responsibility for the use of, or reliance on, advice or recommendations supplied by us in the delivery of the Services. Any decisions made by you, having regard to the Services, remain the responsibility of the Client.

Our Reports and Advice

Any advice that we provide to you is for your exclusive use and must be used only for the purposes described in the engagement letter. Unless we give written consent, our advice must not be disclosed in any way, including by publication on any electronic media, to any other party and may not be relied upon by any other party other than the Client. We are not responsible to any party other than our Client who might obtain a copy of the advice and who acts or refrains from acting on that advice.

You agree that we may communicate with each other electronically, including by electronic mail, telephone and facsimile. You agree that electronic transmissions are inherently insecure, can be intercepted, corrupted and interfered with and as such may contain viruses and may be delayed or not delivered. You agree to release us from any claim you may have as a result of the use of electronic communications, including arising from any copying, recording, reading or retransmission.

In connection with the Services we may provide you with documents, reports or opinions in draft or oral form. We provide advice in draft form or orally only on the basis that you agree you may not rely on such advice. You agree that we are not responsible to you or anyone else where they act or refrain from acting on such draft and oral advice.

You agree that the signed copy of our documents, reports or opinions is the definitive version.

After we have provided advice we are not under any obligation, in any circumstance, to update any advice or report for events occurring subsequently to our providing that advice.

Our Services, Fees and Payment

We shall endeavour to perform the Services using reasonable commercial efforts in an efficient and timely manner using our professional skills and experience. We are not liable for any failure or delay in providing the Services where caused, or contributed to, by an act or event (including by you) that is beyond our control or was not foreseen at the time of making the Agreement. We will endeavour to advise you of such delays and are entitled to review our fees in such circumstances.

Unless otherwise specifically set out in the engagement letter or a related fee letter, our quoted fees are estimates based on hourly rates, having regard to the skills and experience of staff assigned to the engagement. We will advise you where we consider it likely that the estimate will be exceeded. Our fee estimates are made exclusive of any taxes that may apply, unless otherwise indicated. Out-of-pocket expenses incurred in connection with the provision of the Services will be charged to you.

You agree to pay any tax or other charge imposed on us, now or in the future, in relation to any transactions arising in connection with, or as an outcome of, this Agreement. This includes, but is not limited to, any goods and services tax (“GST”) imposed under the A New Tax System (Goods and Service Tax) Act 1999 (Commonwealth), as amended. Where our fees are initially calculated exclusive of GST, you agree that they may be increased by the amount of any GST or other tax payable by us in respect of that supply.

Either party may terminate the services of the other by notice in writing. In the event that either party considers it necessary to terminate the Agreement, you agree that we are entitled to payment of our fees incurred up to the date of termination.

Our fees will be billed to you on an invoice, as work progresses.   Invoices are payable within 14 days of receipt.  We reserve the right to charge liquidated damages for delayed settlement of invoices at the rate of 2% above the 90 day bank bill swap reference rate, calculated on the balance unpaid. We also reserve the right to cease work on your files and the information provided if our fees remain outstanding.

Our intention at the time of preparing this Agreement is that our partners and staff assigned to the engagement and referred to in the engagement letter should continue until provision of the Services is complete or terminated. Should the individuals assigned to the engagement cease to be available during the course of the engagement for any reason, we will inform you of that change and will identify other partners or staff who will be assigned to complete the engagement.

All original documents obtained from you arising from the engagement shall remain your property, however, we reserve the right to make and retain copies of the original documents for our records. All other documents produced by us including our work papers in respect of this engagement will remain our property.

Unless otherwise agreed, we retain all copyright and other intellectual property in all material provided to you or otherwise generated in the course of providing the Services. You agree to keep confidential any methodology and technology used by us in providing the services.

The firm reserves its right to explore a right of lien over any client documents in our possession in the event of a dispute including for unpaid fees.

Penalties

Penalties fines or charges imposed upon you for non-compliance with legislative or regulatory requirements, in whatever area, remain your obligation and we are not liable for those costs.

Confidentiality and Privacy

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 or allowed for by law, or with your express consent.

We wish to draw your attention to our firm’s system of quality control which has been established and maintained in accordance with the relevant APESB standard. As a result, our files may be subject to reviews as part of the quality control review program of the Institute of Chartered Accountants which monitors compliance with professional standards by its members. We advise you that by accepting our engagement you acknowledge that, if requested, our files relating to this engagement will be made available under this program. Should this occur, we will advise you.

Our files are subject to possible review by government regulatory bodies such as the Australian Taxation Office and Australian Securities and Investments Commission. Notices of demand may be issued by such bodies and we will be required by statute to supply with such demands.

In providing the Services it may be necessary for us to obtain from your records personal and sensitive information about your employees or other persons connected with your business. You acknowledge that necessity and confirm that you are authorised to release that information to us and agree that we may collect and retrieve that information.

You agree that you have or will make those persons aware that we may have such information, the reasons for its collection and the possible disclosure to the Government or other entities of the information so collected during the provision of the Services. The authority is given on the understanding that we will only deal with that information in accordance with the National Privacy Principles under the Privacy Act (Cwth) and our privacy policies.

We will communicate with you electronically, including sending you Commercial Electronic Messages (as that term is defined in the SPAM Act 2003). You consent to us sending Electronic Communications to you.

Electronically transmitted information cannot be guaranteed to be secure or virus or error free and consequently such information could be intercepted, corrupted, lost, destroyed, arrive late or incomplete or otherwise be adversely affected or unsafe to use. We will not be liable to you in respect of any error, omission or loss of confidentiality arising from or in connection with the electronic communication of information to you.

Liability and Indemnity

Our liability is limited by a scheme (the “Scheme”) approved under Professional Standards Legislation. Further information on the scheme is available from the Professional Standards Councils’ website:

http://www.professionalstandardscouncil.gov.au

Where the Scheme does not apply, you agree that our liability for loss or damage (whether direct, indirect or consequential) in connection with our provision of the Services, including without limitation liability for negligence, omission or misrepresentation, is limited to the amount that would have been payable if the Scheme had applied.

If we are liable for a breach of any warranty implied by the Competition and Consumers Act 2010 in respect of Services not of a kind ordinarily acquired for personal, domestic or household use or consumption, our liability under that section is limited to, at our absolute discretion, supplying the services again or the payment of costs for having the services supplied again.

Where for this Agreement, the engagement letter is addressed to more than one person or entity (the “Addressees”), the limit of liability specified above will have to be allocated between the Addressees. It is agreed that such allocation will be entirely a matter for the Addressees, who shall be under no obligation to inform us of it, provided always that should no such allocation be agreed, no Addressee shall dispute the validity, enforceability or operation of this limit.

To the extent permitted by law, you agree that to the extent that any loss or damage suffered by you is attributable to negligence, fault or lack of care on your part or on the part of any person for whom you are responsible, we are not liable for the loss or damage, whether in contract, tort or otherwise.

You agree to indemnify us against all liabilities, claims, costs or expenses incurred by us, or on our behalf, in respect of any claim or action by a third party in connection with the provision of the Services.

You agree we are not liable for any losses, damages, costs or expenses arising out of errors due to the provision to us of false, misleading or incomplete information or documentation or due to any acts or omissions of any other person. You agree to indemnify us from any liability we may have to you or any third party as a result of any information supplied to us by you or your agents, where such information and documentation is false, misleading or incomplete in a material respect.