Terms of Business

These Terms of Business (Terms) apply in respect to professional services (Services) to be performed for our client (“you” or “your”) identified in the letter of engagement (Engagement Letter) by the issuer of the Engagement Letter (“DALEY”, “we”, “us” or “our”) herein collectively referred to as the “parties”. These Terms will also apply to any subsequent Engagement Letter or proposal. These Terms together with the Engagement Letter constitute a contract (Services Contract) between the parties in relation to the Services. Any terms not defined in the Engagement Letter have the meaning given to them in these Terms.

1. Services

Basis of providing our Services

We will provide the Services described in the Engagement Letter. Engaging or continuing to engage Daley to provide the Services, will evidence your acceptance of the Services Contract. It is not incumbent on Daley to continually reissue Engagement Letters with a new scope of services nor advise you that such a new scope of services exists. If you instruct us to undertake any Services, these Terms will apply, regardless of whether or not you have signed the client acknowledgement in the Engagement Letter.

We reserve the right to amend our Terms from time to time without notice. Where we have made material changes, we will seek to provide you with reasonable notice of the change (such as displaying a notice on our website or by sending you an email). Your continued use of our Services will constitute your acceptance of the changes. The Terms displayed on our website as amended from time to time will apply to all Services provided to you, even if you have not received notice of a change to them.

Our work will be based solely on the information provided, the circumstances made known to us and the assumptions set out in our correspondence. We rely on you bringing to our attention as soon as possible any changes in the information as originally presented as it may impact on our advice.

The scope of our services is limited to the work specified in our proposal or Engagement Letter. Unless expressly stated otherwise in the Engagement Letter, the Services provided do not constitute tax advice nor financial advice nor legal advice.

The preparation of your income tax return or BAS does not constitute a tax review nor tax audit and cannot be relied upon as such. The onus is on you, the taxpayer, to self-assess and there are substantial penalties for incorrect returns. You should carefully review the income tax return or BAS to ensure that items shown are accurately stated and inform us of any amendments that are required.

While we shall endeavour to identify potential issues to the best of our ability, we shall not accept responsibility for matters not reasonably identifiable from the information provided to us as part of our engagement with you.

Where we are engaged to compile financial information in respect of general purpose or special purpose financial statements, you are responsible for the reliability, accuracy and completeness of the accounting records and disclosure to us of all material and relevant information.

Changes in the law and in interpretations may take place before our advice is acted upon or may be retrospective in effect. Unless specifically stated in the engagement letter we accept no responsibility to inform you of changes in the law or interpretations affecting advice previously given by us.

Some of the matters on which we may be asked to advise (e.g. employee share schemes, superannuation funds) may have tax implications for directors, employees or other related entities for which we are not responsible, unless specifically instructed to address these issues. Any advice in respect of persons or entities not specifically engaged will be general in nature, unless specifically provided for in the engagement.

Any advice provided by us during this engagement is only our opinion based on our understanding of the current law, administrative practice and our knowledge of your particular circumstances. Thus, any advice and any income tax returns themselves will not necessarily be beyond challenge by the taxation authorities.

Unless specifically provided for in the engagement, the scope of our work does not include reviewing transactions in light of the application of Part IVA of the Income Tax Assessment Act 1936 and other tax anti-avoidance legislation. Generally, where Part IVA is found to apply, any tax benefits such as a tax deduction and/or deferment of income may be denied.

Limitations to the tax compliance services we provide

When completing tax returns, unless otherwise agreed in the Engagement Letter, our Services in respect of the following schedules and disclosures are limited as follows:

Tax asset register

The Capital Allowance Schedule contains information regarding depreciating assets. This schedule is completed based on the summarised information provided by you. Our engagement excludes any work in relation to a detailed analysis of any tax depreciation schedules.

Capital Gains Tax

This engagement excludes any detailed analysis of the disclosures made in the Capital Gains Tax schedules. Unless it is separately and specifically agreed that we will perform additional work in relation to these schedules, we will complete them (if required) based solely on information provided by you.

Time Scale

We will endeavour to carry out our obligations in accordance with the time scales set out in the Engagement Letter or as otherwise agreed. However, unless both of us specifically agree otherwise in writing, the dates contained in the Engagement Letter or otherwise advised are indicative dates intended for planning and estimating purposes only and are not contractually binding.

Changes to Services

Either of us may request changes to the Services to be provided or changes to any other aspect of the Terms but no such changes take effect unless agreed in writing. Both of us agree to work together to enable both parties to assess the impact of any requested changes on the cost, timing or any other aspect of the Services.

Daley Engagement Team

Where specific Daley directors and staff are named in the Engagement Letter, we will use reasonable efforts to ensure that these people are available to provide the Services for you. Where any changes are necessary, we will give you reasonable notice of the changes.

Intellectual Property

Intellectual property rights in all documentation, systems, materials, methodologies and processes brought to the assignment or created in the course of the assignment shall remain and be vested in Daley.

Our obligations to you

The Tax Practitioners Board (TPB) maintains a register of registered BAS agents and tax agents. Information in relation to Daley’s registration are available via the TPB register by searching the term “Daley & Co” in the Practitioner name section.

Any complaints about the Services provided by us can be made in writing to daley@daley.com.au, and through the complaint process of the TPB via the complaint form on its website.

General information on our rights, responsibilities and obligations as your BAS and tax agent and under the taxation laws are available on the TPB factsheet “Information for clients” document.

Use of Artificial Intelligence (AI)

We may use Artificial Intelligence (AI) and other technology assisted tools in providing our services to you. Such tools may be used to support activities including but not limited to quality assurance, research, drafting, analysis and administrative processes.

Where we use AI or other similar technologies:

• We will do so in a manner consistent with our professional and ethical obligations;
• We will take reasonable steps to protect the confidentiality and security of your information;
• We will exercise professional judgment and appropriate human oversight and quality control procedures in relation to any material output generated using AI;
• We remain responsible for the services that we provide and any advice or deliverables produced for you; and
• We may use AI and other technology providers, including providers located in Australia or overseas, where doing so is consistent with applicable law, our privacy obligations and this engagement.

We may adopt, discontinue or change the AI tools and technologies that we use during the course of our engagement without further amendment to the engagement letter, provided such use remains consistent with our legal, professional and ethical obligations and the terms of the engagement.

2. Reporting

We will report to you in accordance with the terms set out in the Engagement Letter. You may make copies of any reports for your own internal use but you must not provide the report or copies of it to any third party without first obtaining our written consent. Such consent will only be granted on the terms we deem appropriate which will include that we accept no duty or responsibility to any other party who may seek to rely on our report. In some cases appropriate releases from third parties may be required.

3. Information

You agree to provide in a timely fashion all information and documents reasonably required to enable us to provide the Services. Unless otherwise stated in the Engagement Letter, we will not independently verify the accuracy of such information and documents and we will not be liable for any loss or damage arising from any inaccuracy or other defect in any information or documents supplied by you. We will take reasonable steps to ensure the accuracy of your personal information as set out in the Daley Privacy Policy.

Generally, the responsibility for the accuracy of any tax returns rests with the taxpayer. Consequently, you will be responsible for ensuring that the particulars and information you provide to us are accurate and complete. We will not prepare any tax returns based on estimates you provide, unless the use of estimates is generally accepted for a particular item or calculation, or where under the circumstances it is impracticable to obtain exact data.

You will ensure that information supplied by you or on your behalf, to the best of your knowledge and belief, is not false or misleading and does not omit material particulars.

Reliance on information

Where our Services include the processing of payroll or payroll-related services; lodgement or submissions on your behalf to tax authorities or other organisations (including but not limited to lodgement of activity statements, payroll tax submissions, workers compensation declarations, surveys, superannuation submissions and employee share scheme reporting), we are entitled to rely on the information provided as being true, correct, complete and in the case of payroll or payroll-related services, in compliance with Federal and State-based legislation and fair work instruments (as that term is defined in Fair Work Act 2009 (Cth)). Unless otherwise stipulated in the Engagement Letter, we will not undertake any review of the information for accuracy, completeness or compliance.

To the extent permitted by law, Daley specifically disclaims any and all responsibility or liability arising from its reliance on the information provided by you. You agree to indemnify us for our reliance on any incomplete or inaccurate information provided by you, including your non-compliance with any legislation, regulations and instruments.

4. Fees and Payment

How fees will be calculated

Fees for the Services will be charged on the basis set out in the Engagement Letter. Where these letters do not state the basis on which our fees will be charged, our fees will reflect time spent and such other factors as complexity, monetary values involved, specialist input required and the urgency of the matter. Goods and services tax (GST) at the prevailing rate will be added to and forms part of our fees.

Our total fees or hourly rates and, where applicable, out of pocket expenses (Billings) are based on the currently applicable GST rate (except where we have assessed that the Services to be provided are GST free). If this GST rate changes, our Billings will be adjusted to reflect the change.

You acknowledge that any fee estimate is given in good faith but is subject to change.

Expenses

All charges are exclusive of expenses unless the Engagement Letter states otherwise. We will charge you out of pocket expenses such as reasonable travel, subsistence and document handling costs (photocopying, printing, fax and courier, etc) incurred by us (net of any applicable GST input tax credit to which we are entitled) plus GST as applicable. Any special expense arrangements will be agreed and set out in the Engagement Letter.

Hourly rates

We may revise our fee scale from time to time. Rates quoted to you remain in force until next 31 December or 30 June, as appropriate. We may increase our fees for any work performed after those dates. We reserve the right to change our rates outside these dates and will communicate any such change directly to you.

Payment of Invoices

Unless specifically agreed otherwise, your obligation to pay us fees and expenses to which we are entitled, will not arise until we have issued an Engagement Letter to you that you have signed and/or when a fee account is issued to you. Where you have not signed the Engagement Letter, but continue to instruct us, then you will be taken to have accepted the terms and conditions of the Engagement Letter issued to you and these Terms.

Where an amount for GST is stated to be a component of the fees and expenses, our fee account will comply with the law specifying what is a “tax invoice” for GST purposes.

Our invoices will be issued as set out in the Engagement Letter. Title to work will remain with Daley until full payment for the assignment is received. Daley does not provide credit.

5. Term and Termination

Duration of Contract

This Services Contract will apply from the commencement date stated in the Engagement Letter, if any, or where no commencement date is specified from the date of acceptance of the Services Contract as specified in the Engagement.

Termination

The Services Contract may be terminated by either party at any time by written notice.

Rights on Termination

Any termination of this Services Contract is without prejudice to the rights of one party against the other party in respect of any acts or omissions under this Services Contract prior to termination, or in respect of any sums that remain outstanding at the time of termination. For the avoidance of doubt, Daley reserves the right to invoice you and you are obliged to pay for any Services performed prior to the termination of this Services Contract.

6. Confidentiality

Both parties agree to take reasonable steps to maintain (within their respective organisations or otherwise) the confidentiality of any proprietary or confidential information of the other party. If you wish to provide third parties with copies of our reports, letters, information or advice, you must first obtain written permission from us to disclose the document(s) or information (please note our copyright as referred to in the Engagement Letter).

We also reserve the right to:

• Set the terms upon which those copies are given or used by you or by a third party; or
• Require the third party and any employees or contractors of the third party to enter into a standard form deed poll of confidentiality.

7. Liability

Daley will use reasonable skill and care in the provision of the Services to you as set out in the Engagement Letter. The liability of Daley, its partners, employees, associates and contractors is limited by a scheme approved under Professional Standards Legislation.

8. Indemnity Against Third Party Liability

You hereby indemnify and hold harmless Daley (including its partners, employees, associates and contractors) from and against any loss, expense, damage or liabilities (or actions that may be asserted by any third party) that may result from any third party claims arising out of or in relation to the provision of the Services or any use by you of any deliverable item under this Services Contract and will reimburse the Indemnified Party for all costs and expenses (including legal fees on a solicitor client basis) incurred by the Indemnified Party in connection with any such action or claim.

9. Documents and Information

Ownership of documents

In this clause 9:

• Information means any information, whether contained in documents or other materials, provided to us by you or by your agent, representative, officer, employee or anyone else at your request;
• Work means any advice or materials in any form, including documents, that we produce for the purpose of providing the Services, but excludes our Working Papers; and
• Working Papers means any files or working papers created by us as our record of providing the Services, in any form, and whether or not incorporating directly or indirectly the Information. Our Working Papers include, but are not limited to, the following items: accounting software/electronic data files maintained by us and the information contained therein; internal memos; file notes; reconciliations; summaries, reviews and analyses of your Information prepared by us which do not form part of the deliverables under the engagement; records of our calculations, accounting, projections and other workings; records of progress checks; progress and status reports; records of any discussions, including minutes of meetings; and any other record or document which is ancillary to our Work.

All Information provided to Daley will remain your property, however you consent to us making copies, including electronic copies, of the Information for our own purposes. We are entitled to retain any copies of the Information you provide to us or which forms part of Work or Working Papers.

Provision of the Services may result in the production of Work, including documents such as financial statements, income tax returns and audit reports, which will be supplied to you. Ownership of our Work, including documents, provided to you in respect of the provision of the Services will vest in you. To the extent permitted by law, all other documents produced by Daley in respect of the provision of the Services, including Working Papers, will remain our property.

It is our practice to destroy documents belonging to us after they are more than seven years old. Your acceptance of these Terms includes your consent for us to destroy any documents that strictly belong to you which have been filed amongst our own papers.

Some Offices use an electronic document management system. In those offices, all documents received from clients are scanned and stored electronically. Your acceptance of these Terms includes your consent for Daley to destroy any hard copy documents received from you.

Lien over documents

You agree that Daley reserves the right to exercise a lien over all files, papers and documents including Information and Work relating to the Engagement Letter which are in Daley’s possession or control as security for all outstanding amounts owed by you to Daley including without limitation unpaid tax invoices, interest, default costs and enforcement expenses (Outstanding Amounts) until all Outstanding Amounts are paid in full to Daley.

Where an Outstanding Amount remains unpaid beyond the due date, we also reserve the right to suspend provision of the Services until such time as the Outstanding Amount is paid. Suspension of the Services will not affect your obligation to pay us for Services outstanding at the date of the suspension.

10. Dispute Resolution

If there is a dispute relating to the Services or an Outstanding Amount, the parties agree to resolve the dispute in good faith. If the dispute is not resolved by the parties within 30 days, the parties agree to enter into mediation or another form of dispute resolution before commencing legal proceedings.

Written notice of the dispute must be given to the other party for it to be submitted to mediation before a mediator chosen by the parties or, where the parties cannot agree on a mediator, then as selected by the Australian Disputes Centre (ADC). The mediation will be conducted in accordance with the ADC Guidelines to the extent they do not conflict with these Terms.

If the dispute is not resolved within 60 days after notice of the dispute is first made or such further period as agreed between the parties then the mediation will terminate.

11. Record Keeping

All records relevant to the preparation of an income tax return must be retained by a taxpayer for a period of five years from the relevant date and these must be available for examination by the Commissioner of Taxation upon request.

Taxpayers must satisfy minimum standards of reasonable care and demonstrate “reasonably arguable positions” in relation to contentious issues in order to minimise penalty exposures. The Australian Taxation Office does not require documents to be lodged with an income tax return, any work papers and research papers prepared to support amounts documented in the return must be sufficiently documented.

In the case of capital gains tax (CGT), you are required to retain records not only until the end of five years after a CGT event happens, but also five years after any further relevant CGT event can happen which would be relevant to determining whether you have made a capital gain or capital loss from the event. Additionally, you will also need to keep those records to substantiate any carry-forward capital loss which is intended to be applied to a future capital gain.

Where you are required to maintain records and fail to do so, penalties may be imposed under the taxation law.

12. 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 and neither of 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.

In the event that, despite our firm having taken reasonable precautions to securely store your private information, you suffer any losses arising from unauthorised cyber-activity, you agree to forever release us from any claim for your losses.

13. Exclusivity

Daley will not be prevented or restricted by anything in this Services Contract from providing services for other clients.

14. Privacy of Personal Information

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) (Privacy Act). 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 we provide our services to you. We will handle personal information in accordance with the Privacy Act.

We will take all reasonable steps to keep your information confidential, except where:

• We need to disclose your information to our service providers or regulatory bodies in performing the services, or our professional advisers or insurers or as part of an external peer review from time to time. Our files may be subject to review as part of the quality review program of the Institute of Chartered Accountants Australian and New Zealand. We will take reasonable steps to ensure any such recipient keeps such information confidential on the same basis;
• We are required by law, regulation, a court of competent authority, or professional obligations to disclose the information; or
• You give us permission to disclose the information.

We may retain your information during and after our engagement to comply with our legal requirements or as part of our regular IT back-up and archiving practices. We will continue to hold such information confidentially.

15. AML/CTF Compliance

We may be required to collect, verify and maintain your personal information and information about any beneficial owners, controllers or related parties to comply with our obligations under applicable anti-money laundering, counter-terrorism financing and proliferation financing laws, including the Anti-Money Laundering and Counter-Terrorism Financing Act 2006 (Cth), associated rules and the “Customer Due Diligence” requirements of the anti-money laundering laws and counter-terrorism regimes. These obligations may include:

• Establishing and verifying your identity and beneficial ownership;
• Assessing and managing money laundering, terrorism financing and proliferation financing risks on an ongoing basis;
• Conducting enhanced or simplified due diligence depending on assessed risks;
• Monitoring transactions and activities;
• Making reports to regulatory authorities (eg AUSTRAC) and other reports required by law; and
• Complying with record keeping obligations.

You agree to provide all information and documentation reasonably requested for these purposes and acknowledge that we may make enquiries or searches of appropriate databases.

You acknowledge that where we are required by law, we may make reports or disclosures to regulatory authorities without notice to you and we are not permitted to inform you that such a report or disclosure has been made.

Where we are unable to complete required Customer Due Diligence, or where Anti-Money Laundering/CTF concerns arise that cannot be satisfactorily addressed, we may suspend or refuse to provide services, or terminate this engagement, without liability and without being required to provide reasons where prohibited by law.

Regulatory requirements relating to anti-money laundering and counter-terrorism financing may change during the term of this engagement. If such changes apply to the services that we provide, we may require additional information from you or amend this engagement letter to ensure ongoing compliance.

16. Cloud Computing

In providing the Services, Daley may use Cloud Computing resources. Cloud Computing are computing resources that are usually provided by a third party over the internet, including on-demand access to networks, servers, data storage, databases, software and applications.

In agreeing to the terms of the Service Contract, you agree to our use of Cloud Computing resources for the provision of our Services. If you require any further information on our use of Cloud Computing resources for this engagement, please contact us.

17. Outsourcing Arrangement

In certain circumstances, Daley may engage a third party to assist with providing the Services.

In agreeing to the terms of the Service Contract, you agree to our use of outsourced service providers for the provision of our Services. If you require any further information on our use of outsourced service providers for this engagement, please contact us.

18. Force Majeure

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

19. Acquired Entities

The terms set out in this clause 19 of the Terms apply:

• Where Daley has acquired the business of another accounting firm (the Predecessor Business); and
• You were a client of the Predecessor Business.

This clause 19 of the Terms will apply until you sign an Engagement Letter which expressly states that this clause no longer has application.

Engaging or continuing to engage Daley to provide the Service will evidence your continued acceptance of a binding Services Contract between us and these Terms will apply to all Services performed for you by Daley under that Services Contract.

If no Engagement Letter has been issued in relation to an assignment, our fees will reflect time spent and such other factors as complexity, monetary values involved, specialist input required and the urgency of the matter. Goods and services tax (GST) at the prevailing rate will be added to and forms part of our fees.

Intellectual property rights in all documentation, systems, materials, methodologies and processes brought to any assignment or engagement or created in the course of the assignment or engagement shall remain and be vested in Daley.

You agree that Daley reserves the right to exercise a lien over all files, papers and documents including Information and Work relating to the services as security for all outstanding amounts owed by you to Daley including without limitation unpaid tax invoices, interest, default costs and enforcement expenses (Outstanding Amounts) until all Outstanding Amounts are paid in full to Daley.

We are entitled to vary the Terms at our discretion from time to time and by continuing to instruct us you accept the Terms as in place from time to time.

20. General

Entire Agreement

The Services Contract sets out the entire agreement and understanding between you and us relating to the Services. Without affecting Daley responsibilities for other services it is engaged to perform on terms agreed separately in writing, the Services Contract replaces and supersedes any previous agreements, proposals, correspondence, understandings or other arrangements, statements or representations whether written or oral as to any facts or matters relating to you or to Daley or the Services.

Engagement Letter to take Precedence

In the event of any inconsistency between the Engagement Letter and any other elements of the Services Contract, the Engagement Letter will prevail.

Severability

A term or part of a term of the Service Contract that is illegal or unenforceable may be severed from the Service Contract and the remaining terms or parts of the term of the Service Contract continue in force.

Assignment

Neither party may, nor have the power to, assign or otherwise deal with its rights or obligations under this Services Contract without the prior written consent of the other party, except that Daley may without consent assign or novate this Services Contract to a successor of the business of Daley to which this Services Contract relates.

Auditor Independence

Should circumstances change and we are no longer permitted to provide a service to you because of auditor independence rules or legislation, we reserve the right to vary our Engagement Letter with your agreement so that we and you would not be in breach of such rules or legislation or to terminate the relevant Services. Where our engagement with you is terminated for these reasons, you will pay for all Services provided up to the date of termination.

Notices to produce documents

If we receive any legally enforceable notice or demand issued by a third party, including the Australian Securities & Investment Commission, Australian Taxation Office, Australian Stock Exchange, any government statutory body or instrumentality, or any court or tribunal in relation to or in connection with the Services you agree to pay our reasonable professional costs and expenses (including solicitor client expenses) in complying with or challenging any such notice or demand to the extent that our costs and expenses are not recovered or recoverable from the party issuing the notice or demand.

Governing law

The Services Contract is governed by and must be construed in accordance with the laws of New South Wales and each party irrevocably and unconditionally submits to the non-exclusive jurisdiction of the courts of New South Wales.

Updated September 2026