Accounting & Tax Terms of Business

1. How our agreement works

1.1 Agreement. Our agreement with you consists of:
(a) the engagement letter (and any schedule of services and fees) that you accept (the "Engagement Letter"); and
(b) these terms.
If they conflict, the Engagement Letter prevails. Our Privacy Policy and AI & Data Use Policy also apply.

1.2 Acceptance. You accept the agreement by signing or electronically accepting the Engagement Letter, or by instructing us to start work.

1.3 Definitions. "We", "us" and "NeoRise Advisory" mean NeoRise Advisory Pty Ltd. "You" means each client named in the Engagement Letter, including each entity in a group and each trustee in its capacity as trustee. "Services" means the services described in the Engagement Letter.

1.4 Separate engagements. Each entity, trust, fund or individual we act for, and each financial year, may need its own scope. Work not listed in the Engagement Letter is outside scope (see section 9).

2. Our Services

2.1 We provide the Services described in the Engagement Letter. Depending on your scope, they may include:
(a) regular obligations: BAS, GST, PAYG instalments and withholding;
(b) year-end reporting: financial statements and income tax returns;
(c) bookkeeping and payroll: transaction processing, bank reconciliations, payroll, Single Touch Payroll, superannuation reporting and payroll tax;
(d) FBT and employer reporting;
(e) structures and registrations: company and trust setup support, and ABN, TFN, GST and PAYG registrations;
(f) tax planning and guidance: explaining the tax implications of business decisions and preparing for upcoming liabilities;
(g) catch-up and ATO support: overdue records and lodgements, and ATO correspondence;
(h) invoices and payments: tracking receivables and payables, and preparing payments for your approval;
(i) agreed monitoring: automated checks of agreed information, reviewed by our team (see section 6); and
(j) SMSF accounting and tax, under a separate scope (see section 7).

2.2 Standards. We perform the Services with due care and skill, and in line with:
(a) the Tax Agent Services Act 2009 (Cth) and the Code of Professional Conduct, including the Tax Agent Services (Code of Professional Conduct) Determination 2024;
(b) the APES 110 Code of Ethics for Professional Accountants; and
(c) other applicable professional standards of CPA Australia and the Accounting Professional & Ethical Standards Board.

2.3 Not an audit. Unless the Engagement Letter expressly says otherwise, our Services are not an audit or review. We do not verify the underlying records or give assurance on them. Our Services are not designed to detect fraud, error or non-compliance, although we will tell you about any significant matters we become aware of.

2.4 No financial product, legal or investment advice. We do not provide financial product advice, investment advice, credit assistance or legal advice. Where you need that advice, we will recommend that you see an appropriately licensed or qualified professional.

3. Information we are required to give you

3.1 Our registration. NeoRise Advisory Pty Ltd is a registered tax agent, registration number 26357549. You can check our registration on the Tax Practitioners Board (TPB) public register at www.tpb.gov.au/public-register.

3.2 Register matters. [CONFIRM: There are no matters about NeoRise Advisory Pty Ltd or its supervising agents recorded on the TPB register in the last five years that we are required to disclose. If this changes, we will tell you within 30 days.]

3.3 Complaints. If you are unhappy with our Services, please follow the process in section 15. You can also complain to the TPB about a registered tax practitioner at www.tpb.gov.au.

3.4 Our duty to the tax system. We act lawfully in your best interests. We are also required to uphold and promote the proper administration of the taxation laws. This means:
(a) we cannot make, or allow to be made, a statement to the ATO that we know or ought to know is false or misleading;
(b) if we become aware that you have not complied with a taxation law, or have made a false or misleading statement to the ATO, we must advise you of this, its likely consequences and the corrective action you should take; and
(c) in some circumstances, these obligations may require us to stop acting for you.

4. Your responsibilities

4.1 You are responsible for:
(a) giving us complete, accurate and timely information, records and explanations. This includes everything relevant to your tax affairs and any changes in your circumstances, such as new entities, assets, employees, overseas income or business changes;
(b) the accuracy and completeness of the information you provide. We rely on it without verification unless the Engagement Letter says otherwise;
(c) keeping proper records as required by law. Generally, tax records must be kept for five years from when they were prepared or the transaction was completed, whichever is later. Some records must be kept longer;
(d) reviewing and approving each return, statement, form or declaration before we lodge it, and confirming that the information in it is true and correct;
(e) paying tax, duty, superannuation, wages and other liabilities on time;
(f) authorising us as your agent on ATO and other government systems, and keeping your contact details current; and
(g) meeting your obligations as a director, trustee, employer or SMSF trustee.

4.2 Deadlines. Lodgement due dates, including any concessional dates under our tax agent lodgement program, depend on you giving us the information we need on time. We will tell you what we need and when. If information is late or incomplete, we may not be able to lodge by the due date.

4.3 Penalties and interest. You are responsible for penalties, interest and charges imposed by the ATO or other authorities, except where they are caused by our failure to exercise due care and skill. Certain "safe harbour" provisions may protect you from some penalties where you give us all relevant information in a timely manner and we fail to take reasonable care. We will explain this to you if it becomes relevant.

5. Lodgement

5.1 We will only lodge a return, statement or form after you have reviewed and approved it and given the declaration required by law, either in writing or electronically.

5.2 We keep your declarations and supporting records for the periods required by law.

5.3 Where we prepare a document but you lodge it yourself, you are responsible for lodging it correctly and on time.

6. Monitoring services

6.1 Where your Engagement Letter includes monitoring, we use automated checks to review agreed accounting, bank, sales, payroll and tax information, and our team reviews any flags before contacting you.

6.2 You acknowledge that monitoring:
(a) covers only the information, data connections and checks agreed in your Engagement Letter, and depends on that information being complete and up to date;
(b) is not round-the-clock human supervision, an audit or a guarantee, and cannot identify every issue;
(c) does not replace your own day-to-day oversight and management of your business;
(d) includes reviewing payroll costs and unusual payroll entries, but is not a full review of employee entitlements or of compliance with employment and payroll laws. That requires a separately agreed scope; and
(e) may involve AI and automated tools in line with our AI & Data Use Policy.

6.3 Detailed cash-flow forecasting, business improvement planning and custom dashboards are not part of monitoring. They can be provided by NeoRise Consulting Pty Ltd under a separate engagement if you wish.

7. SMSF services

7.1 Our SMSF services are scoped and quoted separately from business accounting. They may include annual financial statements, member reporting, preparing and lodging the SMSF annual return, and coordinating with the fund's independent auditor.

7.2 The trustees are responsible for the fund, including:
(a) compliance with superannuation law and the fund's trust deed;
(b) the fund's investment strategy and investment decisions; and
(c) appointing an approved SMSF auditor who is independent of us.

7.3 We do not audit the fund. We do not provide financial product, investment or superannuation advice, including advice on establishing a fund, contributions strategy, investment strategy or retirement income. Where you need that advice, we will refer you to an appropriately licensed adviser.

8. Payments on your behalf and client money

8.1 Where agreed, we prepare supplier, wage and superannuation payments in your banking or payment platform for your approval. You, or your authorised signatory, review and release each payment. We do not approve or release payments on your behalf.

8.2 Unless agreed otherwise in writing, we do not hold client money. If we agree to hold client money, we will hold it in a trust account in line with APES 310 Client Monies.

9. Fees and payment

9.1 Fees. Our fees are set out in the Engagement Letter. They are in Australian dollars and exclude GST, which is added where applicable. Business accounting and compliance services start from $1,500 per month. Your fee depends on your scope, including transaction volumes, number of staff, entities and obligations, the condition of your records and the monitoring agreed.

9.2 Monthly fees. Monthly fees are invoiced monthly in advance [CONFIRM: and paid by direct debit or within 7 days of invoice]. They cover the scope in your Engagement Letter.

9.3 Separately quoted work. Catch-up work, ATO audits and reviews, objections, restructures, SMSF services, additional entities, payroll compliance reviews and other out-of-scope work are quoted separately. They proceed only once you approve the quote in writing (an email is enough).

9.4 Disbursements. Government fees (such as ASIC fees), third-party charges, software subscriptions and approved expenses are passed on at cost.

9.5 Payment terms. Invoices are payable within 14 days unless the Engagement Letter says otherwise.

9.6 Late payment. If an invoice remains unpaid 14 days after its due date, we may, after giving you at least 7 days' written notice:
(a) suspend non-urgent work until payment is made; and
(b) recover our reasonable costs of collecting the overdue amount.
We will not suspend work in a way that would cause you to miss a statutory deadline without first telling you about the deadline and the consequences.

9.7 Fee reviews. We may review ongoing fees once every 12 months, or when your scope materially changes, by giving you at least 30 days' written notice. If you do not accept the change, you may end the engagement before it takes effect.

10. Changing accountants

10.1 Joining us. With your written authority, we will contact your previous accountant to request the records and information we need, and to confirm any professional matters as required by APES 110. Your previous accountant may charge you for providing records under their own terms.

10.2 Leaving us. If you move to another accountant, we will:
(a) provide the information and records reasonably required for the handover;
(b) remove you from our ATO client lists when asked; and
(c) not withhold your records in a way that would prejudice your ability to meet your tax obligations.

11. Identity verification and AML/CTF

11.1 We may need to verify your identity, and the identity of your directors, trustees, beneficial owners and authorised representatives, before acting for you. This applies to ATO authorisations and, where applicable, to our obligations under the Anti-Money Laundering and Counter-Terrorism Financing Act 2006 (Cth) for designated services such as establishing companies and trusts. [CONFIRM: AUSTRAC enrolment status and services in scope.]

11.2 If you do not provide the information we need, we may be unable to act or may have to stop acting.

11.3 Where the law requires, we may report matters to AUSTRAC or other authorities. The law may prohibit us from telling you about such a report. Our legal reporting obligations override our confidentiality obligations to the extent the law requires.

12. Ownership of documents

12.1 Documents we prepare for you, such as financial statements and returns, become yours once you have paid for them. Original records you give us remain yours and will be returned on request.

12.2 Our working papers, internal records, templates and methods remain our property. We may keep copies of documents and correspondence for our professional records and as required by law.

13. Confidentiality and privacy

13.1 Confidentiality. We keep your information confidential. We will not disclose it without your permission, unless:
(a) the law requires or permits it, including disclosures to the ATO, TPB, AUSTRAC and other regulators; or
(b) it is for professional quality review by CPA Australia, to our insurer or to our legal advisers, all under confidentiality.

13.2 Privacy. We handle personal information, including TFNs, in line with the Privacy Act 1988 (Cth), the Privacy (Tax File Number) Rule 2015, our Privacy Policy and our AI & Data Use Policy. You warrant that you are entitled to give us personal information about your employees, customers, members and others for the Services.

13.3 NeoRise Consulting. NeoRise Consulting Pty Ltd (NeoRise.ai) is a related entity with common ownership. It provides business advisory and systems services under separate terms. You are not required to engage it. We will not share your information with it unless you give written authority or the law requires or permits it. [CONFIRM: No referral fees or commissions are paid between the two entities.]

13.4 Electronic communication. You accept the risks of email and electronic communication. We provide secure methods for sending sensitive information, such as TFNs and identity documents. Please do not send these by ordinary email.

14. Liability

14.1 Professional Standards. Liability limited by a scheme approved under Professional Standards Legislation. Where the scheme applies to a claim, our liability is limited as set out in the scheme.

14.2 Cap. To the extent permitted by law, and where the scheme does not apply, our total liability to you for all claims arising out of or in connection with this agreement is limited to the greater of:
(a) the total fees paid by you under this agreement in the 12 months before the event giving rise to the claim; and
(b) [CONFIRM: $X].

14.3 Excluded losses. To the extent permitted by law, we are not liable for indirect or consequential loss, or loss of profits or business opportunity. We are also not liable for loss caused by:
(a) incomplete, inaccurate or late information from you or third parties;
(b) your decisions, or your failure to act on our advice; or
(c) the failure of third-party software or government systems.

14.4 Australian Consumer Law. Nothing in this agreement excludes, restricts or modifies any right or remedy under the Australian Consumer Law that cannot lawfully be excluded. Where our liability for failure to comply with a consumer guarantee may be limited, it is limited, at our option, to supplying the Services again or paying the cost of having them supplied again.

15. Complaints and disputes

15.1 Talk to us first. Please raise any concern with your contact or with Armin Hashemi CPA at support@neorise.ai or on 1800 714 202. We will acknowledge your complaint within five business days and aim to resolve it within 30 days, keeping you informed along the way.

15.2 External options. If you are not satisfied with our response, you can contact:
(a) the Tax Practitioners Board (www.tpb.gov.au), about the conduct of a registered tax practitioner;
(b) CPA Australia (www.cpaaustralia.com.au), about the professional conduct of a CPA member; or
(c) the Office of the Australian Information Commissioner (www.oaic.gov.au), about privacy matters.

15.3 Contractual disputes. For disputes about this agreement, the parties will first attempt to resolve the dispute through good-faith negotiation. If that fails, they will attempt mediation in Sydney, administered by the Resolution Institute, before starting court proceedings, except where urgent interim relief is needed.

16. Ending the engagement

16.1 By you or us. Either party may end the engagement by giving 30 days' written notice.

16.2 Immediately. We may end the engagement immediately by written notice if:
(a) continuing would breach the law or our professional obligations, for example where you refuse to correct a false or misleading statement made to the ATO;
(b) you fail to provide information we need to act lawfully; or
(c) fees remain unpaid after the notice period in section 9.6.

16.3 What happens when it ends.
(a) You must pay for work performed and expenses incurred up to the end date.
(b) We will tell you about any upcoming lodgement and payment deadlines we are aware of.
(c) We will help with the handover in line with section 10.2.
(d) Sections 12 to 15, and any other provisions that by their nature continue, survive the end of the engagement.

17. General

17.1 Governing law. This agreement is governed by the laws of New South Wales. Each party submits to the non-exclusive jurisdiction of its courts.

17.2 Entire agreement and variation. This agreement is the entire agreement about its subject matter. It may be varied only in writing (including by email) agreed by both parties.

17.3 Changes to these terms. We may update these terms for future engagements by publishing a new version. For an existing engagement, changes apply only if we give you at least 30 days' written notice and you do not end the engagement before the change takes effect.

17.4 Assignment. Neither party may assign its rights without the other's consent, which must not be unreasonably withheld. We may assign or novate this agreement to a purchaser or successor of our practice after giving you notice.

17.5 Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control, except an obligation to pay money.

17.6 Relationship. We are an independent contractor. Nothing in this agreement creates a partnership, employment or agency relationship, except that we act as your registered tax agent where the Engagement Letter says so.

17.7 Severability and waiver. If any provision is invalid or unenforceable, it is severed and the rest of this agreement continues. A failure to exercise a right is not a waiver of it.

17.8 Counterparts and e-signature. This agreement may be accepted and signed electronically and in counterparts.