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Terms
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1. Work to be performed


i) Scale will provide the Services as set out in our Engagement Letter with you. Additional Services you might request, will be agreed with you and billed separately.
ii) No audit or review will be conducted and accordingly, no assurance will be expressed.
iii) Except to the extent specifically referred to in the Engagement Letter, the Services we provide are not legal services and do not constitute legal advice.
iv) We will not provide you with Financial Services advice.
v) The Services will be performed in accordance with the applicable standards, rules, regulations and legislation that govern them. These include (but are not limited to), the Corporations Act and Australian Accounting Standards as applicable.
vi) It is our duty to act in your best interest. However, this is subject to an overriding obligation that we comply with the law including statute, common law, all rules, regulations, public rulings and other requirements. This is the case even if that means we are required to act in a way that may be contrary to your interests.

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2. Your Obligations, Responsibilities and Rights

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i) You are required by law to meet certain obligations including, amongst others:

- Keeping proper records of all financial, accounting, taxation and business related matters and
- Keeping relevant supporting records and documents for required minimum periods:
• For taxation matters including capital gains tax matters, records must be kept for a minimum of 5        years following the year of income to which they relate or the year of disposal of the relevant asset.
• Company related records must be kept for a minimum of 7 years.
• Ensuring that income tax returns and ASIC forms are lodged and/or paid by the due date. Whilst we will help you to meet some of these requirements where relevant, it is your responsibility to ensure that all requirements are met.

 

ii) To perform the Services successfully, we require your timely cooperation including the provision of complete and accurate information to us in a timely manner.

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3. Responsibility for legal documents

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There may be occasions in the provision of the Services where you ask us to comment on certain aspects of legal documents. Except to the extent specifically referred to in  the Engagement letter, we will not be involved in their drafting and/or preparation as we consider this is within the realm of the professional business of lawyers. Accordingly, we cannot accept any liability or responsibility for any loss or damage suffered as a result of any effect in such documents arising from their drafting, preparation, completion or the mechanics of putting them into effect.

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4. Engagement Personnel


i) You will have a primary point of contact in relation to the Services.
ii) Other team members under the supervision of your primary contact may assist in the delivery of the Services as required.

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5. Fees


i) Our fees are based on the value of the work performed, taking into account:
a. The skill and knowledge required for the type of work;
b. The level of training and experience of the persons necessarily engaged in the work; and
c. The degree of responsibility applicable to the work.
Disbursements may be charged in addition to our fees.

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6. Privacy Collection notice disclosure

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ii) During the performance of this engagement we may collect personal information about you and others from you. We may also collect personal information from other sources, such as your representatives or your company, your employer, publicly available sources, insurers or brokers or other intermediaries.
iii) We may be required to collect some personal information under the Anti-Money Laundering and Counter-Terrorism Financing Act 2006 (Cth).
iv) We collect this personal information to communicate with our clients, market our and other companies' products and services, and comply with the law (including managing our obligations).
v) If you decide not to provide us with the personal information we ask for, or if you provide us with personal information that is inaccurate or incomplete, we may not be able to respond adequately to your inquiries or provide you with the Services you require.
vi) We may provide personal information to our professional advisers and specialist consultants, brokers and agents who refer your business to us, any person acting on your behalf (such as your financial advisor, solicitor, settlement agent, or administrator), insurers, vendors and other parties who provide services to us, agents who assist us to dispose of property or equipment, investors, advisers, trustees, and others where required by law.
vii) Before you disclose personal information to us about someone else, you should make sure that you are entitled to disclose that information. You should also refer the other person to our privacy policy and this privacy notice.
viii) If you become aware of any breach or alleged breach of privacy laws concerning the information that you have disclosed to us, you must notify us immediately.
ix) 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 professional standards, or with your express consent.
x) If you would like more information about any aspect of how we handle personal information, please contact us at info@scale.partners.

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7. Notices

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Any notices given pursuant to this engagement shall be in writing, delivered to Scale Partners Pty Ltd, PO Box 485, Claremont WA 6910, and shall be considered given when received.

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8. Termination of the Engagement

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i) You may terminate our engagement at any time by providing written confirmation of termination.
ii) We reserve the right to cease acting for you if:
- you have not complied with the terms of the engagement; or
- we perceive at our discretion that the mutual trust and confidence required for a workable accountant/ client relationship no longer exists.

iii) In either event, you agree you will pay Scale Partners for all Services provided and expenses incurred up to the date of termination, plus any other expenses associated with the transfer of information to a new advisor or other agents you appoint.

iv) For the avoidance of doubt, where you have engaged Scale Partners on a success fee basis and terminate our engagement before its completion such that a full or part success fee cannot be calculated, you agree that Services provided up to the date of termination are to be remunerated on the basis of a reasonable alternative methodology, such as hours worked times hourly rates. Hourly rates are disclosed in Scale Partners' Capability Statement and are available on request.

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9. Warranty

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Scale Partners warrants that the Services shall be performed with reasonable care in a diligent and competent manner. Scale Partners’ sole obligation shall be to any nonconformance to our engagement, provided that the Client gives Scale Partners written notice within thirty (30) days after the Services are performed.

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10. Contractual Liability

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You agree, to the extent permitted by law, that the liability to you of Scale Partners, its principals, associates and employees or contractors, in any way arising from or connected with this engagement including, without limitation, liability for negligence, will be limited to a maximum of $500,000, where the fee for the engagement is up to $50,000, or ten times the fee (subject to a $2 million ceiling), for fees in excess of $50,000 and you release and indemnify Scale Partners, its principal, associates and employees or contractors from all claims arising from or connected with the performance or purported performance of any services arising from or connected with this engagement letter to the extent any such claim or claims made exceed that limit.

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11. Third Parties

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Nothing produced by Scale Partners, its principals, its employees or contractors is to be made available by you to any third party (other than your own employees) in any way whatsoever without our written permission. In any event, we accept no responsibility to any third party. You agree and undertake that you will make this limitation of liability known to anyone (including your own employees) to whom you disclose anything produced by us pursuant to this engagement letter.

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12. Indemnity

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In consideration of our agreement to supply the Services, you agree to:
(i) indemnify Scale Partners, its principals, associates, employees and contractors in excess of the limit of liability described above;
(ii) in respect of any activity arising from or connected with the Services;
(iii) in respect of any claim of whatever kind, including negligence, that may be made by any person; and
(iv) any costs and expenses that may be incurred by us.

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13. Severability

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The terms in this letter of engagement are independent from one another and severable.

 

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14. Intellectual Property


Any process, procedures, methodologies, trademarks, copyright, financial models, research or software developments created as a result of our engagement with you remain the intellectual property of Scale Partners.

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15. Other

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No term of this agreement shall be deemed waived, and no breach of this agreement excused, unless the waiver or consent is in writing signed by the party granting such waiver or consent.
You acknowledge that:
(i) We may correspond or convey documentation via email and post unless you expressly requests otherwise;
(ii) Neither party has control over the performance, reliability, availability, or security or email or post; and
(iii) Scale Partners shall not be liable for any loss, damage, expense harm or inconvenience resulting from the loss, delay, interception, corruption, or alteration of any Internet e-mail, fax and post due to any reason beyond Scale Partners’ reasonable control.

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16. Tax Services Specific

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i) The Services will be performed in accordance with the applicable standards, rules, regulations and legislation that govern taxation matters. These include (but are not limited to), the Corporations Act, Australian tax law and regulations, Australian Accounting Standards as applicable.
ii) Taxation advice is provided to you based upon our interpretation of the law in force at the date the Services are performed. If you intend to rely on our advice at a later time, you would need to seek updated advice.
iii) Any taxation advice provided will be our opinion based on our knowledge of your circumstances. We will consider all relevant documentation including taxation legislation, relevant case law, rulings and other announcements in providing advice. However, the Commissioner of Taxation or other taxing authority, may hold a different view as to how the tax law should be interpreted and applied to your circumstances.
iv) Where we are engaged to prepare your income tax return we will take reasonable care to ensure that it is lodged by the due date, however this will depend on the timeliness and accuracy of the information provided. Where information is not provided or queries not answered in a timely manner, or where the information provided is not accurate or complete, we will not be able to guarantee that your returns will be lodged by their due date. You should be aware that penalties will apply where a return, statement notice or other document is not lodged by the due date. We are able to provide you with further information about these penalties if requested by you.
v) Inaccurate, incomplete or late information may result in additional fees and result in you being unable to access the ‘safe harbour provisions’ in the Taxation Administration Act 1953.
vi) Under the tax law, you have certain rights including the right to seek a private ruling from the ATO, to appeal or object against a decision made by the ATO and to amend your tax returns within relevant statutory periods. Please contact us if you would like to receive further formation concerning your rights.

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17. Appointments

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Where relevant to the Services being provided, you consent to the appointment of our office as your Tax Agent and ASIC Agent. This provides us with authority to prepare and lodge ATO and ASIC forms on your behalf and to communicate with the ATO and ASIC in regards to your taxation and corporate secretarial matters.​

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