Terms of business | FirmGround Advisory

These Terms of Business apply in respect of the services you have engaged FirmGround Advisory to provide under the attached Client Services Agreement (or Proposal) (“Services”). These Terms of Business and the Client Services Agreement (or Proposal) form the basis of the contract between you and FirmGround Advisory ("Contract").

1. Performance of the services

1.1 The scope of the Services is limited to the work specified in the Client Services Agreement (or Proposal). Either you or FirmGround Advisory may request changes to the Services.

1.2 We will use reasonable commercial efforts to provide the Services in an efficient and timely manner using all reasonable skill and expertise.

1.3 The Services are not legal Services and do not constitute legal advice.

1.4 Dates in any timetable set out in the Client Services Agreement (or Proposal) or otherwise advised are intended for planning and estimating purposes only and are not contractually binding.

1.5 The Services will be provided solely for your benefit and use. We accept no liability or responsibility to any third party in respect of the Services.

1.6 In the course of providing the Services, we may provide oral comments or draft reports, presentations, letters, schedules and other documents, which may be subject to further work, revision and other factors. The final results of our work will be set out in our final written report or advice. You may not rely on oral comments or drafts.

1.7 We will not audit or independently verify the accounting records or information that you have provided in connection with the Services unless specifically engaged to do so.

1.8 Our work will be based on documents and information provided to us or obtained by us in connection with the Services. We will not verify the accuracy and completeness of such documentation or information unless specifically engaged to do so.

1.9 Our advice is based on the law and the facts known to us at the date we give it, and it depends on the accuracy of the documents and information you give us. We accept no responsibility to inform you of changes in the law or interpretations affecting advice previously given by us.

1.10 We often have to rely on external information or public records to carry out your instructions. We will use due care and skill when using external information or public records for accuracy or completeness. In circumstances where it would be unreasonable for us to verify the accuracy or completeness of external information or public records, we do not accept responsibility and will not be liable for any direct or indirect damage or loss caused by errors or omissions.

1.11 Some of the matters on which we may be asked to advise you may have tax implications for other entities, directors, employees or any other parties. As our advice is intended for you only, we will not bear any liability to other entities, directors, employees or any other parties in respect of those tax implications. To the extent you disclose our work on such matters to other entities, directors, employees or any other parties, you must ensure they are advised that our work cannot be relied upon other than for the purpose, and recipient for whom, it was intended. You indemnify us, to the extent caused or contributed to by you, from and against any loss or damage suffered or incurred by us arising out of or in connection with any action or claim by any such entities, directors, employees or other parties in this respect.

1.12 In the context of Taxation Services requested:

(a) where relevant to the Services, we will advise you of your rights, obligations and options available under the Taxation Law. We also advise you of your rights or options available under Taxation Law with respect to the seeking of a private ruling and the lodging of objections and appeals against adverse positions adopted by the Revenue Authorities; and

(b) we will advise you on the application of the Taxation Law, including any possible penalties and other legal tax consequence, so as to allow you to make an informed decision of the course of action to be taken.

1.13 The Services do not include financial product advice, credit advice, insurance advice, or an audit or assurance engagement (including the audit of a self-managed superannuation fund). This applies unless the Client Services Agreement expressly says otherwise and we hold the authority the law requires.

1.14 We may use third-party software and online platforms (for example, accounting, payroll and practice management software) to provide the Services. You are responsible for your own subscriptions to, and our access to, any platform that holds your records. We are not liable for any outage, error or loss of data in a platform we do not own or control, unless we failed to use due care in choosing or using it.

1.15 If you are on an advisory plan, you may move to a different plan by giving us 30 days’ written notice. We do not charge a fee for the change. The new plan and its fee start from the first billing period after the notice ends. You do not pay termination costs under clause 14.1(b) when you end an advisory plan with the notice that clause requires. If you are on a Prepaid Plan, clause 10.12(j) also applies to a plan change.

2. Your obligations

2.1 The timely completion of the Services requires your cooperation in the provision of information, documents and resources relevant to the Services. Estimates of time for completion of the Services are given on the assumption that we receive this cooperation. We may, after notifying you, charge additional fees and expenses which result from delays in providing this cooperation.

2.2 You agree to:

(a) provide all information, documents and resources (“Materials”) that we reasonably require to enable us to provide the Services including arranging access to third parties, your premises and systems, and providing reasonable working facilities for us (where applicable);

(b) ensure that appropriate back up, security and virus checking procedures are in place for any computer facilities you provide;

(d) make decisions promptly to facilitate the performance of the Services;

(e) bring to our attention any changes in the Materials provided to us as originally presented and ensure that Materials supplied by you or on your behalf, to the best of your knowledge and belief, are not false or misleading and do not omit material particulars.

2.3 You acknowledge that information relating to you, or that you make available and known by our Director(s) or staff who are not engaged in performing the Services, shall not be deemed to have been made available to the individuals within FirmGround Advisory who are engaged in the provision of the Services.

2.4 Except as required by law, you must not provide any documentation or deliverables in respect of the Services to any third party (including without limitation, the filing of information containing or referring to any of our reports with regulators or the inclusion of our reports in any public document) without our written consent.

2.5 We advise, and you acknowledge that:

(a) you are responsible for the accuracy and completeness of the particulars and information (including the Materials) provided by you;

(b) any advice given to you is only an opinion based on the actual knowledge of your particular circumstances of individuals within FirmGround Advisory who are engaged in the provision of the Services; and

(c) a taxpayer (you) has obligations under self-assessment to keep full and proper records in order to facilitate the preparation of accurate returns.

2.6 We do not promise or guarantee that you will achieve any particular result from the Services. This includes any increase in sales, profit, cash flow or the value of your business. The results you achieve depend on the work you put in. You must act on our advice, complete the actions we agree with you, and give the Services the time and attention they need. Unless you put in the work, you should not expect to see results. You are responsible for your own business decisions and how you implement them. We are not liable for any outcome to the extent it arises because you did not act on our advice or acted on it late or only in part. This clause applies in addition to clause 9.8 and is subject to clause 9.9.

3. Tax returns and lodgments

3.1 All income tax returns, activity statements and other lodgments are subject to examination by the Australian Taxation Office ("ATO"). You may be requested to produce documents, records or other evidence to substantiate items shown on the income tax return.

3.2 The preparation of your income tax return does not constitute an audit or a guarantee of compliance 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 to ensure that items shown are accurately stated so that amendments can be made for any incorrect matters.

3.3 You must give us the information we need in time to meet lodgment deadlines. We are not liable for penalties, interest or charges imposed by the ATO or another authority because you gave us information late, incomplete or incorrect, or because you decided not to follow our advice.

3.4 You must review and approve each return and lodgment before we lodge it. Your approval confirms that the information in it is true and correct.

4. Confidentiality

4.1 In these Terms of Business, “Confidential Information” means all non-public information or documents which either party receives or produces in connection with the Services (including but not limited to our working papers, the Client Services Agreement (or Proposal), Materials, and our business processes and methodologies) but does not include any information which is:

(a) or becomes generally available to the public other than as a result of a breach of this clause;

(b) known to the other party prior to us commencing the Services;

(d) developed by either party independently of the Services to which these Terms of Business relates.

4.2 Subject to clauses 4.3 and 4.4 neither you nor FirmGround Advisory may disclose Confidential Information about or belonging to the other without the other’s consent.

4.3 Notwithstanding the above, we may disclose Confidential Information to other FirmGround Advisory entities, professional associations, contractors, artificial intelligence (AI) vendors, cloud providers or outsourced service providers engaged by us, to assist in the provision of the Services, the use of AI Systems under clause 12, and quality assurance reviews. We will require each recipient to keep the Confidential Information confidential and to use it only for that purpose. If you object to being included in any of these disclosures, you must advise us in writing before the Services commence. Clause 12 governs any objection to the use of AI Systems.

4.4 Either party may disclose Confidential Information:

(a) to its insurers or legal advisors, provided that such persons agree or are otherwise required to ensure that the Confidential Information remains confidential;

(b) to the extent required to do so by law, by a regulator, or by our professional or ethical obligations (including those of the Tax Practitioners Board, AUSTRAC and our professional bodies); or

(c) to the extent required for the proper performance of the Services, including Processing Confidential Information through an AI System, provided that any third-party access to such information is subject to contractual obligations consistent with these confidentiality provisions.

4.5 You acknowledge and agree that Confidential Information may also be used for purposes directly related to the provision of the Services that you would reasonably expect, including the use of AI Systems under clause 12, provided that such use is consistent with applicable privacy laws.

4.6 Provided we do not disclose any Confidential Information or name you without your consent, we may cite the performance of the Services to clients as an indication of our experience.

4.7 You must not use our trademarks (e.g. our logo) on any websites or in any public statement, (including filing all or part of a report with a regulator or including all or part of a report in any public document) without obtaining our prior written consent.

5. Privacy of personal information

5.1 You acknowledge and agree that we may collect, hold, use and disclose personal information (as defined in the Privacy Act 1988 (Cth) (“Privacy Act”)) for the purposes outlined in our Privacy Policy (available on request or on our website), and only if such disclosure will not infringe protections afforded by the Privacy Act. If personal information is disclosed to us in connection with us providing the Services, it will be treated in accordance with the Privacy Act and the terms of our privacy policy.

5.2 If we utilise AI Systems, in connection with the provision of the Services, you acknowledge and agree that such use may involve the Processing of personal information, and we take reasonable steps to ensure such Processing complies with the applicable privacy laws.

5.3 If the performance of the Services requires a third party to the Contract to supply personal information to us on your request, you must ensure that the third party has satisfied the requirements of the Privacy Act and is permitted by the Privacy Act to disclose such personal information to us.

5.4 If the Services require us to collect personal information from a third party, you must do and be responsible for all things necessary (including obtaining appropriate consents from, and providing privacy notices to, any third parties) for us to collect such personal information.

5.5 You agree to comply with the Privacy Act when providing us with information. You:

(a) must tell us if our use of any of the Materials provided by you (for the purpose of providing you with the Services) is likely to infringe the privacy rights of a third party;

(b) make any request to exclude your personal information from AI Systems under clause 12 only. This clause does not create a separate opt-out.

(c) warrant that any use of the Materials by us (for which you have not informed us in accordance with clause 5.5(a)) will not infringe the privacy rights of any third party.

5.6 We maintain reasonable security safeguards to protect personal information against unauthorised access, use, modification and disclosure. In the event we become aware of a suspected or actual eligible data breach involving your personal information, we will: (a) conduct an assessment of the suspected breach within 30 days (or such other period as required by law); (b) if the breach is assessed to be an eligible data breach, notify both you and the applicable regulatory body as soon as practicable in the manner required by the applicable privacy laws; and (c) take all reasonable steps to contain, mitigate and remediate the breach. Nothing in this clause limits or qualifies our statutory obligations under the Notifiable Data Breaches scheme (as defined in the Privacy Act).

5.7 Materials may contain personal information about your directors, employees, beneficiaries, customers or other individuals. You must make sure each of those individuals has received a privacy notice that refers them to our Privacy Policy, including its section on AI, and that you may lawfully give us their personal information for the Services.

6. Intellectual property

6.1 Intellectual property rights in all documentation, systems, materials, methodologies and processes owned by us or created in the course of us performing the Services shall remain and be vested with us. Once you have paid our fees, you may use the deliverables we give you for the internal business purposes for which we prepared them. We may, in future engagements with other clients, use techniques, methodologies, ideas, concepts, information and general knowhow gained in the course of performing the Services provided such use does not involve the unauthorised disclosure of your Confidential Information.

6.2 We may use or develop software, including spreadsheets, databases and other electronic tools (“Tools”) in providing the Services. If we provide these Tools to you, you acknowledge that they are not your property, were developed for our purposes and without consideration of any purposes for which you might use them, are made available on an “as is” basis for your use only and must not be distributed to or shared with any third party. To the full extent permitted by law, we make no representations or warranties as to the sufficiency or appropriateness of the Tools for any purpose for which you or a third party may use them.

6.3 You grant us a non-exclusive, royalty free, worldwide licence (including a right to sublicence) to use, copy, distribute, make derivative works and communicate the Materials to the extent necessary to enable us to provide the Services to you and for the purpose of performing our obligations under the Contract and for the related purposes permitted by clauses 4.5 and 12.

6.4 You:

(a) must tell us if our use of any of the Materials provided by you (for the purpose of providing you the Services) is likely to infringe the intellectual property rights of a third party.

(b) warrant that any use of the Materials by us (for which you have not informed us in accordance with clause 6.4(a)) will not infringe the intellectual property rights of any third party.

7. Documents

7.1 We will retain personal information and documents for the periods required by law and by our records management policy of 7 years, after which we will destroy or deidentify your personal information and documents. You may instruct us in writing at any time to deliver to you (or to a nominee) the original or electronic copy of any documents (as the case may be). We will deal with any such request in accordance with our Privacy Policy.

7.2 You must immediately advise us if you become aware that any document is, or is reasonably likely to be, required as evidence in a legal proceeding, so that the document can be delivered to you for safe keeping.

7.3 If we are provided with custody of any documents by you or on your behalf, including share registers or constitution documents, those documents will be retained during the course of the Contract (unless their earlier return is requested), at the end of which the file and documents will be returned to you unless separate arrangements have been made.

7.4 We reserve the right to exercise a lien over any documents and files belonging to you which may be in our possession until we receive payment of all overdue amounts, subject to any law or professional standard that requires us to release them.

8. Electronic communications

8.1 We may communicate with you electronically from time to time, including sending you Commercial Electronic Messages (as defined in the SPAM Act 2003 (Cth)) and by agreeing to the Contract you consent to such communications. Each commercial electronic message will include a way to unsubscribe.

8.2 Whilst either party may take steps to ensure reasonable security measures are in place, each party acknowledges that 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. Except where it is caused by a party’s gross negligence, wilful misconduct, or fraud that party will not be liable to the other in respect of any error, omission or loss of confidentiality arising from or in connection with the electronic communication of information to the other. If you do not accept these risks, you should notify us in writing that you do not want us to communicate electronically with you.

9. Limitation of liability

9.1 Subject to clauses 9.2 and 9.4, neither party (including our Director(s), and employees) shall be liable for loss or damage arising out of or in connection with the Services, whether arising from breach of contract, tort (including, without limitation, negligence), breach of statutory duty or otherwise, for an amount exceeding two times the fees paid or payable by you to FirmGround Advisory under this Contract in respect of the Services during the 12 month period immediately preceding the date on which the event giving rise to the claim first occurred. (“Liability Cap”).

9.2 However, the Liability Cap does not apply to the extent prohibited by the Corporations Act 2001 (Cth) ("Corporations Act") or any other law.

9.3 The parties acknowledge that the Australian professional standards legislation, including the Treasury Legislation Amendment (Professional Standards) Act 2004 (Cth), (“The Australian Professional Standards Legislation”) may apply in accordance with its terms in relation to our liability for loss or damage arising out of or in connection with the Services.

9.4 To the extent permitted by law, if any applicable Australian Professional Standards Legislation applies, then the Liability Cap will not apply and our maximum liability for loss or damage arising out of or in connection with the Services will be calculated in accordance with the Australian Professional Standards Legislation

9.5 To the extent permitted by law, neither party shall be liable to the other for loss of profits, loss of revenue, loss of opportunity, business interruption, loss of data, failure to realise anticipated savings or benefits, and for any other indirect or consequential loss or damage (whether or not that party knew or had been advised of the possibility of such loss or damage) including, without limitation, costs and expenses, arising in any way out of or in connection with the Services.

9.6 If either party makes any claim against the other for loss arising out of or in connection with the Services or the Contract, liability for the loss and any amount recoverable will be apportioned having regard to the respective responsibility for the loss. The parties agree that the proportionate liability provisions of the Civil Liability Act 2002 (NSW) apply to any claim to the extent the law permits, and that neither party contracts out of them.

9.7 To the extent permitted by law:

You will indemnify and hold harmless FirmGround Advisory, other FirmGround Advisory entities and our respective Director(s) and employees from and against all liabilities, losses, claims, costs, damages or expenses that may result from any actions, claims or asserted rights of action by third parties (including, without limitation, those based on negligence) to the extent caused or contributed to by your breach of the Contract, and you will indemnify or reimburse us (at our election) for all costs and expenses (including legal fees on a solicitor/client basis) incurred by us in connection with any such action, claim or asserted right of action. To the extent that this indemnity is for their benefit, we hold the benefit of the indemnity on trust for other FirmGround Advisory entities and for their Director(s) and employees.

9.8 Subject to clause 9.9, we have not made any, and to the extent permitted by law we exclude, all warranties, conditions or guarantees of any nature in respect of the Services or the satisfactory conclusion of the Services or with respect to the economic, financial or other results which you may experience as a result of the Services.

9.9 Where warranties, conditions or guarantees or any other rights are implied into the Contract, or otherwise conferred by the Competition and Consumer Act 2010 (Cth) including schedule 2 Australian Consumer Law (and equivalent state laws) or other laws, and it is not lawful or possible to exclude them, then those warranties, conditions or guarantees or other rights will (but only to the extent required by law) apply to the Contract.

9.10 To the extent the law permits, our liability for a failure to comply with a consumer guarantee under the Australian Consumer Law is limited, at our option, to supplying the Services again or paying the cost of having them supplied again.

9.11 Nothing in this clause 9 limits your obligation to pay our fees and expenses.

9.12 Our Director(s), employees, contractors and other FirmGround Advisory entities may rely on clauses 1.5, 1.10, 1.11, 9 and 12. We hold the benefit of those clauses on trust for them and may enforce them on their behalf.

9.13 You must tell us in writing about any claim within 6 months after you become aware of the facts that give rise to it, and you must start any proceeding within 12 months after that date. This clause applies to the extent the law permits.

10. Fees and expenses

10.1 You agree to pay the fees for the Services set out in the Client Services Agreement (or Proposal). These are fixed fees. We do not charge by the hour for work those fees include. Before we do work outside that scope, where possible, we will quote a fixed fee and start only once you agree to it. Goods and Services Tax (“GST”) at the prevailing rate will be added to and forms part of our fees (where applicable). It is a fundamental term of the Contract that we look to you as the responsible party for the payment of our fees and expenses. This is despite the fact that part of our fees and expenses may relate to Services provided to other entities and/or individuals.

10.2 All fees are billed in AUD unless otherwise stated in our Client Services Agreement.

10.3 You agree to pay our reasonable third-party disbursements and expenses incurred in connection with the Services, up to any pre-agreed amount. The charge will be calculated as the amounts we incur (net of any GST input tax credit to which we are entitled) plus GST as applicable. If third party disbursements and expenses exceed $200, we reserve the right to forward details to you for payment direct to the supplier of the expense.

10.4 We base our fixed fees on our current understanding of your circumstances and the scope of work. If either changes materially, clause 10.4(b) applies.

(a) We may change our fee scale from time to time. Fees quoted to you remain in force until the next 30 June. Any increase under this clause takes effect on 1 July.

(b) Notwithstanding clause 10.4 (a), we reserve the right to change our rates and fees outside these dates if there is a change in the circumstances under which fees were originally quoted to you.

(c) If we change our fees in accordance with clause 10.4(a) or 10.4(b), we will provide you with 30 days’ written notice. If you do not agree to the change in rates or fees, you may terminate this agreement by written notice given within 14 days after our notice. Termination takes effect on the date in your notice, the previous rates apply until then, and you do not pay termination costs under clause 14.1(b). If you agree to the change in rates or fees or send in work or accept delivery of services from us after 30 days following our notice to you, the change in fees will be deemed as accepted by you.

(d) Your obligation to pay us the fees and expenses arises at the commencement of the Contract after which you will be issued an invoice(s). Unless the Client Services Agreement (or Proposal) says otherwise, we invoice any onboarding fee when the Contract commences, monthly plan fees each month in advance, quarterly plan fees each quarter in advance, and other fees and expenses monthly. Invoices are payable within 14 days of the invoice date. Where an amount for GST is stated to be a component of the fees and expenses, our invoice will be a compliant “tax invoice” for GST purposes.

10.5 We may charge interest on amounts that remain unpaid after the due date, calculated daily, at 2% a year above the cash rate target set by the Reserve Bank of Australia. If your account remains unpaid and there is no satisfactory explanation for non-payment we may:

(a) take action to recover the amount owed, plus default interest (if applicable) and any collection costs incurred; and/or

(b) suspend or stop work for you without liability for any resulting delay or loss, and (subject to clause 7.4) will not release your papers and files until all overdue amounts and any interest are paid (if applicable).

10.6 If we have assessed that no GST should be payable in respect of the Services, and for whatever reason, we change our assessment, or if the ATO assesses that GST is payable, then it will be added to and form part of our fees and expenses at the prevailing GST rate. We reserve the right to recover from you at any time, any GST payable by us on the provision of the Services, goods or any other items supplied to you under the Contract.

10.7 If you dispute all or part of an invoice, you (and FirmGround Advisory) agree to seek to resolve the dispute under clause 14.4. If you dispute part of an invoice, you agree to pay the undisputed part of the invoice as and when it is or becomes due and payable.

10.8 If we receive any legally enforceable notice or demand issued by any third party (including but not limited to ASIC, the ATO, the Australian Securities Exchange, 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. We will notify you as soon as practicable (unless restricted by law) where we receive any such legally enforceable notice or demand.

10.9 We may ask for a deposit or retainer before we start work and apply it against our invoices. If you give us a direct debit or card authority, you authorise us to charge our invoices to it when they fall due.

10.10 If you are a company, we may ask one or more of your directors to sign a guarantee and indemnity of your obligations to us under the Contract, including your obligation to pay our fees and expenses. We may make our acceptance of the engagement, or our continuing to provide the Services, conditional on receiving that guarantee. A director becomes liable only when the director signs the guarantee. Each guarantor must pay on demand any amount you owe us that remains unpaid after the due date, and we may recover it from a guarantor without first taking action against you. We recommend that each director obtain independent legal advice before signing.

10.11 If you pay us by credit card, debit card or another card payment method, and your card issuer later reverses, recalls or charges back the payment (a “Chargeback”), the following applies:

(a) A Chargeback does not cancel your obligation to pay for Services we have provided. We treat the payment as not made, to the extent of the Chargeback. We may issue you an invoice for that amount.

(b) You must also pay our Chargeback Costs. “Chargeback Costs” means the fees and charges our bank or payment provider imposes on us because of the Chargeback, and our reasonable costs of responding to it.

(c) You must pay an invoice issued under this clause within 14 days of the invoice date. If you do not, clause 10.5 applies.

(d) Before you ask your card issuer for a Chargeback, you must raise the matter with us under clause 10.7 and give us a reasonable opportunity to resolve it. This does not apply if someone used your card without your authority.

(e) We may give your card issuer, our bank and our payment provider the information they need to respond to a Chargeback. This includes invoices, the Client Services Agreement (or Proposal), records of the Services and our communications with you. Clause 4 does not restrict this.

(f) While an invoice issued under this clause remains unpaid, we may suspend the Services and exercise our rights under clauses 7.4 and 14.1(d).

(g) We will not charge you Chargeback Costs if the Chargeback results from our error or from someone using your card without your authority. If we charged you in error, we will not invoice you for the amount of the Chargeback.

10.12 We may offer discounts from time to time. The following applies to any discount and to any prepaid advisory plan:

(a) Each discount is available for a limited time only and on the terms we set out in the offer or in the Client Services Agreement (or Proposal). We may change or withdraw an offer at any time before you accept it. A discount applies only to the Services and period it was offered for. It does not carry over to a renewal or to other Services unless we agree in writing.

(b) We may offer a discount if you take up a monthly or quarterly advisory plan or another Service, commit to it for a fixed period (“Commitment Period”), and pay the full fee for that period in advance (“Prepaid Plan”). In this clause, a Prepaid Plan includes any other Service prepaid on these terms. The amount of the discount and the Commitment Period are those stated in the offer. The discount does not apply to the onboarding fee.

(c) The fee for a Prepaid Plan is fixed for the Commitment Period. Clauses 10.4(a) to 10.4(c) do not apply to that fee until the Commitment Period ends.

(d) You may cancel a Prepaid Plan before the Commitment Period ends by giving us written notice. You are not entitled to a refund of any part of the fee unless the law requires us to give one. Not using all the Services included in the plan, or not achieving the results you hoped for, does not entitle you to a refund.

(e) If the law requires us to give a refund, then to the extent the law permits, we will charge you the Full Monthly Price for each month of the Commitment Period that started on or before the date your cancellation takes effect, including any notice period under clause 14.1(b). We will refund the balance of the fee you paid, if any. We will not ask you to pay more than the fee you have already paid.

(f) “Full Monthly Price” means the monthly fee for the same Services without any discount, as stated in the offer or the Client Services Agreement (or Proposal). For a quarterly plan, it is one third of the quarterly fee without any discount. For any other Service, it is the full fee for that Service without any discount, divided evenly across the months of the Commitment Period. If no fee is stated, it is our standard fee for those Services at the start of the Commitment Period.

(g) For example, if the Full Monthly Price is $1,000 and you prepay $10,800 for 12 months after a 10% discount, and the law requires a refund after you have used 4 months, we will charge you $4,000 for those 4 months and refund $6,800. Amounts in this example exclude GST. The 10% discount is for illustration only. The discount stated in your offer applies.

(h) If we end a Prepaid Plan under clause 14.1(b), and not for cause, we will refund the fee for each whole month of the Commitment Period that remains after termination, calculated at the discounted monthly rate. If we end a Prepaid Plan for cause under clause 14.1(d), then to the extent the law permits, we will charge you the Full Monthly Price for each month of the Commitment Period that started on or before the date termination takes effect. We will refund the balance of the fee you paid, if any. We will not ask you to pay more than the fee you have already paid.

(i) You do not pay termination costs under clause 14.1(b) when you cancel a Prepaid Plan.

(j) If you move to a different plan during the Commitment Period under clause 1.15, this is a plan change and not a cancellation. Clause 10.12(e) does not apply. Instead:

(i) if you move to a higher-priced plan, the additional fee for the rest of the Commitment Period is the difference between the full fees of the two plans. If you pay the additional fee in advance, the discount applies to it. If you do not, we invoice it at the full price under clause 10.4(d); and

(ii) if you move to a lower-priced plan, we work out the cost of the months started on your current plan up to the date the change takes effect, and the cost of the remaining months on the new plan, both at the discounted rate. We refund the difference between that total and the fee you paid.

For example, you prepay $10,800 for a plan with a Full Monthly Price of $1,000 ($900 a month after a 10% discount). After 4 months you move to a plan with a Full Monthly Price of $700 ($630 after the discount). We charge $3,600 for the 4 months and $5,040 for the remaining 8 months, a total of $8,640, and refund $2,160. Amounts in this example exclude GST. The 10% discount is for illustration only. The discount stated in your offer applies.

11. Contractors and third parties

11.1 We reserve the right to employ contractors, including contractors located outside Australia, to provide some or all of the Services, and any reference to our staff includes such contractors. We will remain liable to you for any of the Services that are provided by our contractors.

11.2 From time to time we, and our third-party contractors may engage external IT service providers (including in relation to ‘cloud computing’ services) in the performance of services under this engagement. You hereby authorise us and our third-party contractors to disclose information relating to your affairs to all such external IT service providers as we or our third-party contractors may choose to engage.

11.3 Where we or our third-party contractors engage AI service providers or integrate AI Systems into the performance of the Services, you hereby authorise disclosure of your personal information to those providers or AI Systems provided that we have contractual arrangements in place requiring the provider to comply with confidentiality obligations, the applicable privacy laws and the safeguards we apply to AI Systems.

11.4 We have outsourcing arrangements with certain outsourced service providers whom we engage from time to time to assist us. Outsource service providers may be located overseas. The countries where these providers may be located are listed in Appendix A of our Privacy Policy, which we may update from time to time. Unless the Client Services Agreement expressly provides otherwise, you agree that we may use outsourced service providers in the countries listed in that Appendix. We will tell you before we add a country that is not listed.

11.5 Subject to clause 4.3 above, in the course of providing the Services, we may draw on the resources of other firms within FirmGround Advisory entities, but the provision of the Services will remain our sole responsibility. Where part of the Services is performed by a FirmGround Advisory entity, information (which may include personal information) may need to be transferred outside Australia. Any such transfer will be made in compliance with applicable laws.

12. AI use and client opt-out rights

12.1 We may utilise AI Systems, in connection with the Services across all service lines and contexts, including Processing of personal information, Materials and Confidential Information, for the purposes of client servicing, analysis, content generation, automation and other purposes directly related to the Services that you would reasonably expect, including attending client meetings for the purpose of recording, transcribing and generating meeting notes, action items and related documentation (Meeting Assistance).

12.2 You may, by written notice to us, request that your engagement under the Contract exclude the use of AI Systems for your matter, including Meeting Assistance (Opt-Out Request). If you do not submit an Opt-Out Request, you acknowledge and agree that AI Systems may be used in connection with your engagement. Any personal information, Materials, Confidential Information accessed, recorded or processed, including through Meeting Assistance will be handled in accordance with the confidentiality, privacy and document retention provisions of these Terms of Business.

12.3 We do not make decisions about individuals solely by using an AI System. Our staff review AI System output before we rely on it or give it to you. Where we use software to help assess anti-money laundering and know-your-client risk, a member of our staff reviews each risk rating and makes the final decision. That decision may affect whether we accept, continue or limit our Services to you.

12.4 An Opt-Out Request is only considered valid (Valid Opt-Out Request) if it:

(a) is submitted in writing (including by email or via our website)

(b) clearly identifies the engagement or matter to which it applies;

(d) is submitted prior to the commencement of the relevant Services.

12.5 Upon receipt of a Valid Opt-Out Request, we will use reasonable endeavours to exclude or minimise the use of AI Systems for your matter. If that increases our time or cost, we may adjust our fees after telling you the amount before we start, or we may decline the engagement.

12.6 If an Opt-Out Request is submitted after Services have commenced, we will accommodate the request where reasonably practicable. However, alternative processes may apply (which may be more manual or less efficient) and additional fees may be incurred. Such fees will be agreed in writing prior to implementation. Nothing in these Terms of Business limits our right to adopt, use or integrate AI Systems for other matters or clients, provided we remain compliant with our confidentiality, privacy, oversight and contractual obligations.

12.7 AI Systems can produce errors. Our staff review output before we give it to you as part of the Services. You must not rely on AI output that we have not reviewed and given to you. You must not enter our work or our Confidential Information into a public AI tool.

12.8 An Opt-Out Request does not apply to software we use to meet our legal obligations, including identity verification and anti-money laundering and know-your-client risk assessment. If an Opt-Out Request makes it impractical to provide the Services safely or lawfully, we may decline or end the engagement under clause 14.1.

12.9 Before we record or transcribe a meeting, we will tell everyone attending and ask for their consent. We will not record or transcribe a meeting if any attendee objects. You must tell any person you invite to a meeting that we may ask to record it. You must not record or transcribe a meeting with us, or use an AI tool to do so, without our written consent.

13. Engagement with you

13.1 Engagement team

(a) We will use reasonable efforts to ensure that individuals named in the Client Services Agreement (or Proposal) are available to perform the Services.

(b) For the duration of the Contract and 12 months after it ends, you must not employ or procure a third party to employ any of our employees or contractors who has taken part in the performance of the Services without our prior consent.

(c) However, nothing in this clause prevents you from hiring a person whose employment or engagement with FirmGround Advisory or any of its affiliates has already ended, unless that person resigned to take up work with you or on your behalf.

13.2 Relationship with other clients

We provide services to other clients, some of whom may be in competition with you or have interests which conflict with your own. We are not prevented or restricted by virtue of our relationship with you under the Contract from providing services to other clients. This is subject to clause 13.5 and to our obligations of confidentiality.

13.3 Our relationship with you

You acknowledge and agree that our relationship with you is that of an independent contractor. Neither party may claim or make any representation whatsoever to any third party that it is an agent of, or in partnership with, the other party and each party acknowledges that it has no power or authority to bind the other in respect of any matter whatsoever and it will not represent to any person that it has such power or authority.

13.4 Waiver

A failure or delay by a party in exercising a power or right given to it under the Contract does not operate as waiver of that power or right, nor does a single or partial exercise of a power or right prevent any other or further exercise of it. A waiver by a party of a power or right given to it under the Contract does not affect any other provision of the Contract.

13.5 Conflict of Interest

Except as disclosed in the Client Services Agreement (or Proposal), we are not aware of any conflict of interest which would affect our ability to provide the Services to you. We will advise you if we become aware of any actual or potential conflicts of interest, and we will work with you to find a suitable solution.

14. General

14.1 Term and Termination

(a) The Contract commences on the commencement date stated in the Client Services Agreement (or Proposal). If no commencement date is specified, the Contract commences on the date of acceptance (as specified in the Client Services Agreement (or Proposal)), or the date on which the Services commenced, whichever is earlier.

(b) Subject to any statutory provisions that apply to the Services, either party may terminate the Contract at any time by giving at least 14 days written notice. On termination, you shall immediately pay on request all fees and expenses due in respect of the Services provided up to the date of termination and, unless the Contract is terminated for cause, you will pay our reasonable costs and expenses incurred in connection with the termination of the Contract, which shall be determined based on the actual documented costs and expenses directly related to the termination, including but not limited to, administrative costs and any third-party costs incurred. For the avoidance of doubt, the date of termination is the date on which any period of notice expires.

(c) Termination of the Contract shall be without prejudice to any of the parties' accrued rights. The following clauses continue to apply after termination of the Contract: 4, 5, 6, 7, 9, 10, 12, 14.3 and 14.4. The terms of the Contract which expressly or by implication are intended to survive its termination or expiry will survive and continue to bind the parties.

(d) We may end the Contract immediately by written notice, and we may suspend the Services, if: (i) you do not pay an invoice by its due date and remain in default 7 days after we ask you to pay, (ii) you become insolvent or an insolvency event happens to you, (iii) you breach the Contract and do not fix the breach within 7 days after our notice, (iv) we cannot complete client identification or due diligence to our satisfaction, (v) we identify a conflict of interest or a threat to our independence that we cannot manage, (vi) continuing would breach a law, a professional standard or our professional obligations, or (vii) you or your personnel threaten or abuse our staff.

(e) If we end the Contract under clause 14.1(d), that is termination for cause.

(f) On termination we will give you copies of your documents and the deliverables you have paid for, subject to clauses 7.4 and 10.5(b). We may keep working papers and copies of documents as the law and our professional obligations require.

14.2 Address for Services

Any written notice to be given to a party must be delivered in person, by letter or by email, to:

(a) in the case of notices to us, to our address, clearly marked for the attention of the person appearing in the Client Services Agreement (or Proposal); and

(b) in the case of notices to you, to the address last notified by you.

14.3 Governing Law

These Terms of Business are governed by the laws of New South Wales, Australia. The parties submit to the exclusive jurisdiction of the courts of New South Wales and the courts that hear appeals from them. The parties irrevocably waive any right to object to an action being brought in an inconvenient forum or to claim that those courts do not have jurisdiction.

14.4 Disputes

If a dispute arises, the party raising it must give the other party a written notice describing it. Senior representatives of each party must meet, in person or by video, within 14 days after the notice and try in good faith to resolve the dispute. If they do not resolve it within 30 days after the notice, either party may refer it to mediation. The parties will agree a mediator or, if they cannot agree within 7 days, a mediator nominated by the Australian Disputes Centre. The parties share the mediator's costs equally. Neither party may start court proceedings until the mediation ends, except to seek urgent injunctive or other equitable relief.

14.5 Force majeure

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

14.6 No assignment

Unless otherwise permitted under the Contract, neither party may transfer, charge or otherwise seek to deal with its rights or obligations under the Contract without prior written consent of the other party. We may assign or novate our rights and obligations under the Contract to a related body corporate, or to a person who acquires all or part of our business, by written notice to you.

14.7 Validity of Contract terms and severance

If any provision of the Contract is held to be invalid, in whole or in part, such provision shall be deemed not to form part of and will be severed from, the Contract. The enforceability of the remainder of the Contract will not be affected.

14.8 Conflicting terms

(a) If there is a conflict between the Client Services Agreement, the Proposal and these Terms of Business, the Client Services Agreement prevails over the Proposal and these Terms of Business, and these Terms of Business prevail over the Proposal. A Client Services Agreement varies these Terms of Business only if it names the clause it varies and a Director of FirmGround Advisory signs it.

(b) Nothing in the Contract applies to the extent that it is invalid or prohibited by the operation of the Corporations Act or any other law.

14.9 AML/CTF compliance

We must comply with the Anti-Money Laundering and Counter-Terrorism Financing Act 2006 (Cth) and related laws. You must give us the information and documents we ask for to identify and verify you, your beneficial owners and your representatives, and you must keep that information up to date. We may use electronic verification and screening services for that purpose. We may refuse, suspend or end the Services if we cannot complete our checks to our satisfaction. The law may require us to report matters to AUSTRAC or another authority and to do so without telling you. We are not liable to you for any action we take, or report we make, in good faith to comply with those laws.

14.10 Professional obligations

We must comply with the laws, professional standards and codes that apply to us, including the Tax Agent Services Act 2009 (Cth), the Tax Practitioners Board Code of Professional Conduct and the standards of our professional bodies. To the extent of any conflict, those obligations override the Contract, and we may act as they require.

14.11 Entire agreement

The Contract is the entire agreement between you and us about the Services. It replaces all earlier discussions, proposals and understandings, whether written or verbal. You have not relied on any statement that the Contract does not contain.

14.12 Variation

The parties may vary the Contract only in writing. We may update these Terms of Business to reflect changes in law, professional standards or our practices by giving you 30 days' written notice. If a change is materially adverse to you, you may end the Contract by written notice within that period without paying termination costs.

14.13 Acceptance and counterparts

You accept the Contract by signing the Client Services Agreement, by accepting the Proposal in writing or electronically, or by instructing us to start the Services or continuing to instruct us after you receive these Terms of Business. The parties may sign the Contract electronically and in counterparts.

15. Definitions

For the purpose of these Terms of Business:

AI means artificial intelligence.

AI System means any AI systems, tool or product used, deployed, licensed or made available by us, including but not limited to:
(a) AI systems or tools developed internally by us;
(b) third-party or externally hosted AI platforms; and
(c) commercially available generative AI systems.

APPs mean Australian Privacy Principles.

Contract means the agreement between you and FirmGround Advisory as set out in these Terms of Business and the Client Services Agreement (or Proposal) together with any changes to the Contract that are agreed in writing between you and FirmGround Advisory.

Client Services Agreement means the Client Services Agreement or confirmation letter to which these Terms of Business are referred.

Processing or Process means any operation or set of operations which is performed on personal information or on sets of personal information, whether or not by automated means, such as collection, recording, organisation, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction.

Proposal means any written proposal for the provision of the Services, other than the Client Services Agreement.

Taxation Law means the tax laws of the Commonwealth and the States and Territories, including the Tax Agent Services Act 2009 (Cth).

Revenue Authorities means the ATO and any State or Territory revenue office.

Taxation Services means services we provide about a Taxation Law, including preparing returns and activity statements and giving tax advice.

you means the client named in the Client Services Agreement. we, us and our mean FirmGround Advisory.

FirmGround Advisory means FirmGround Advisory Pty Ltd and its affiliated entities, and its related bodies corporate.

The title “Director” conveys that the person is a senior member within their respective division and is among the group of persons who hold an equity interest (shareholder) in FirmGround Advisory Pty Ltd.

Version 1, 6 November 2026.