Accounting & Bookkeeping

Introduction

1. These Standard Terms and Conditions are part of our proposal and must be read together with the proposal as they form your agreement with us. These Standard Terms and Conditions apply to all work and services that BlueRock undertakes for you with respect to this engagement and to any variation of those services.

2. The Standard Terms and Conditions, together with the proposal constitute the entire agreement between us. No items are to be implied into the contract other than those implied under statute.

3. If there is any conflict between these Standard Terms and Conditions and the proposal, the proposal will take precedence. These Standard Terms and Conditions supersede all previous terms and conditions relating to the engagement.

4. On your acceptance of the proposal you will be bound by these Standard Terms and Conditions. The methods of acceptance are set out in the proposal.

5. All references to “client” or “you” are references to the client named or described in the proposal.

6. All references to “BlueRock”, “us” or “we” are references to BlueRock 3030 Limited ACN 650 976 275 and its subsidiaries (as applicable).

Our services

7. The services we have agreed to provide to you, which comprise the scope of our work for this engagement, are set out in our proposal. We will exercise reasonable skill and care to provide our services.

8. From time to time you may request additional services from us. Where we agree to provide these services to you they will be governed by these Standard Terms and Conditions and the proposal amended as agreed or by way of a separate proposal.

9. Unless otherwise specifically stated in the proposal, any advice or opinion relating to the services is provided solely for your benefit. Except as required by law, you may not disclose all or any part of the advice or opinion in any way, including by publication or electronic media, to any other party without our written consent.

10. We disclaim all responsibility for the consequences of anyone, apart from you, relying on our advice and/or opinion without our written consent.

11. Our services do not constitute an audit or review. Accordingly, no assurance is expressed on the information prepared.

Your responsibilities

12. You agree to pay for the services we provide in accordance with the payment terms set out in the proposal and in these Standard Terms and Conditions.

13. In order to provide our services to you, we require your co-operation and support. You will:

(a) provide, in a timely way, all information and materials that we reasonably require enabling us to provide the services set out in the proposal;

(b) when reasonably required, arrange access to:

• Members of your staff
• Third parties
• Records
• Technology and systems, and
• Premises.

(c) respond promptly to us to ensure our services can be provided efficiently and effectively, and

(d) agree that by accepting the proposal that you authorise us to do all things reasonably necessary to provide the services.

14. Please do not assume that we know information you have not told us. Where you, or others on your behalf have made information available to our staff not engaged in the provision of the services, please do not assume that this information has been made available to our staff who are engaged in the provision of the services to you.

15. Your primary representative from BlueRock is initially the Client Relationship & Onboarding Manager specified in the proposal or as otherwise notified to you during the course of the engagement.

16. We will rely on the information and material that you or another party provides. We will not verify this information and/or material unless you request or advise us to do so and we agree to do so as part of our services. You are responsible for the completeness and accuracy of the information and materials you supply to us.

17. If you become aware that any of the information or material provided to us has changed, is incomplete, incorrect or misleading, or may in any other way impact upon the services we provide to you, you must inform us immediately. You must also take all reasonably necessary steps to correct any announcement, communication or document issued which contains, refers to, or is based upon such information.

18. We disclaim all responsibility for your failure to inform us of any changes to any information and/or material which impacts upon the services we have agreed to provide to you.

19. Any advice or opinion that we provide to you is based on your particular circumstances and must not be shared with any third party (other than your appointed advisors or as required by law). If you provide any advice or opinion we give to you to a third party without our consent, you agree to indemnify us against any claims made against us by that third party or any other party and for the costs of defending any such claims.

Non-conformance

20. If you become aware that the advice or opinion we have provided to you does not conform to the scope of services set out in the proposal, you must promptly notify us so that we are given the opportunity to rectify any such advice or opinion. If you fail to do so, we disclaim all responsibility for our advice/opinion failing to conform to the scope of services set out in the proposal.

Our liability

21. In relation to our engagement with you:

(a) you agree that, to the fullest extent permitted by law, we will not be liable (whether in contract or tort or otherwise) to you (or any person asserting claims on behalf of or in right of you) for or in connection with any Loss, proceedings or judgments in any jurisdiction which refer to or relate to or arise from, directly or indirectly, our engagement with you, except to the extent any such Loss, proceedings or judgments arise as a result of our error, fraud, wilful misconduct or negligence as finally determined in a court of law of competent jurisdiction, and

(b) that for the purposes of this clause 20, “Loss” means any loss including any damage, claim, action, liability, cost, expense, charge, penalty, outgoing or payment and legal costs and expenses on a full indemnity basis.

22. It is agreed that no party will be liable for any indirect or consequential loss and damage.

23. You acknowledge and agree that you have not relied on any representation in entering into this proposal and that all warranties, conditions, liabilities or representations in relation to the quality or fitness of the services (other than any being or giving rise to non-excludable rights under any laws in force in any applicable jurisdiction) which might be implied by law or otherwise, are expressly excluded.

Fees

24. The basis on which we charge fees for this engagement is set out in the proposal.

25. If the proposal includes a fixed fee monthly subscription, we require that you enter into a direct debit arrangement to pay our fees, expenses and disbursements. We use third party providers for this purpose and you agree that you will comply with the terms and conditions of any such third party supplier.

26. If the proposal includes a fixed fee subscription, you agree that you will, on acceptance of the proposal, enter into and complete any forms or agreements required by a third party supplier of direct debit services.

27. If the proposal includes fees calculated on a time (hourly) basis, we will regularly render you an invoice that sets out our fees, expenses and disbursements. Our invoice is payable within 14 days of the date of issue unless otherwise agreed with us.

28. If you do not pay our fees, expenses or disbursements in full and when they are due, we may (without limitation):

• Elect not to continue to provide our services to you;
• Suspend work until further payment is made;
• Charge interest on any unpaid amount. The rate of interest will be at the prevailing bank bill swap rate + 4% per annum; and
• Instigate legal proceedings without further notice.

Without prejudice to the above, we may take further action to recover any outstanding amounts due to us. Any costs, fees or disbursements that we incur in the recovery of the outstanding amounts, together with any interest, will be added to the amount due to us.

29. Where applicable, all fees, expenses and disbursements will require an additional payment of 10% of Goods and services Tax (unless a GST-free relief is applicable) and all amounts quoted in our proposal are GST exclusive.

Disbursements

30. In addition to our fees, we may incur additional costs (“disbursements”) on your behalf during the engagement with you and in relation to the performance of the services.

31. General disbursements may include charges and expenses for travel, accommodation, and certain document production and handling. Please refer to the proposal for details of any specific disbursements that we may incur (eg software licence costs). By engaging us you consent to us incurring those disbursements on your behalf and you agree to reimburse us for them.

Documents

32. All materials developed, modified, designed or created by us during carrying our services, including know how, systems, software, reports, documents, written advice, drafts and working papers belong to us. Any correspondence or documents we provide to you during the engagement belong to you unless we specify otherwise.

33. Unless otherwise agreed in the proposal, all original documents you have provided to us during this engagement belong to you.

34. On completion of our work, or termination of this engagement, we will return to you any papers to which you are entitled. Upon completion of the engagement we will store our file, including any documents or materials you leave with us, for a period of 7 years from the date of our final invoice. You authorise us to destroy our file after the expiration of that period.

35. We may charge for special storage requirements and/or retrieving documents from storage if you request them.

36. We will exercise our right to retain documents to which you are entitled relating to this engagement, until all our outstanding fees and disbursements are paid in full, unless acceptable security is provided.

Electronic documents and communication

37. You authorise us to communicate with you and provide you with documents electronically.

38. To the extent permitted by law, we will not be responsible for any liability caused in connection with electronic transmissions. You will take all reasonable steps to ensure you have suitable systems in place to prevent corruption of data or transmission of viruses in your electronic documents or other communication to us. You acknowledge and accept the risks that email communications may not always be secure, irrespective of the security we have in place.

39. We authorise you to communicate with us and provide us with documents electronically.

Confidentiality

40. Information we acquire in the course of this engagement is subject to strict confidentiality requirements. We agree to protect the confidential information in a reasonable and appropriate manner and in accordance with applicable professional standards. We also agree that we will only use, reproduce or disclose your confidential information for authorised purposes (including, for the purposes of performing our obligations under this engagement or for our business purposes). By signing this engagement and by providing us with confidential information you agree to our use of that data for the authorised purposes.

41. With regard to ‘personal information’, we agree to deal with and protect this information in accordance with the relevant Commonwealth privacy legislation and the terms of our Privacy Policy . By signing this engagement and by providing us with ‘personal information’, you agree to, and accept, the terms of our Privacy Policy as presently stated and as amended from time to time.

42. Notwithstanding the above, by signing this engagement, you agree that we may disclose confidential information or ‘personal information’ in circumstances where such disclosure is required by law or is required in order for us to comply with our professional duties and obligations, or as required by professional or regulatory bodies.

Copyright and Intellectual property

43. Unless otherwise specified in the proposal, we retain all copyright and intellectual property rights in all material developed, designed or created by us during carrying out the services including know how, systems, software, reports, written advice, drafts and working papers.

44. You acknowledge that any documents or material given to us in relation to this engagement will not infringe the copyright or intellectual property rights of any other entity.

45. You must not use the BlueRock name or logo on any website or in any public statement unless you have our written prior consent.

Dispute resolution and complaints

46. Should you have any complaints about the service provided to you, BlueRock has a formal complaints handling procedure that provides you with the opportunity to have your complaint dealt with in an open, honest and transparent manner. To start a complaint procedure, we invite you to contact the Managing Director specified in the proposal.

47. In the event of a dispute, or where fees, expenses or disbursements remain unpaid beyond their due date, we reserve the right to suspend the provision of services until such time as the dispute is resolved or the amounts are paid. Suspension of services will not affect your obligation to pay us for services rendered and disbursements incurred up to the date of suspension.

Staff

48. When our staff (including contractors) are assigned to work for you, you agree that, during the period of the engagement and for a period of 12 months following the completion or termination of the engagement, you will not contract, employ, or procure a third party to contract or employ any staff member (or a related entity of such staff member) without our consent. If we do provide consent, we reserve the right to charge you a fee equivalent to the recruitment, training and additional expenses required to replace our employee (plus GST).

Third Party Involvement

49. We may from time to time engage third party service providers to assist with providing the services to you. These may include, without limitation, cloud service providers and outsourced service providers.

50. Acceptance of our services in conjunction with this engagement document indicates your acceptance of the use of third party service providers.

Term and Termination

51. If the proposal specifies a fixed fee monthly subscription, this agreement will apply from the commencement date stated in the proposal, or where no commencement date is specified, from the date of acceptance of the proposal or the date on which the services commenced, whichever is earlier, and continue for a period of twelve (12) months.

52. If the proposal includes fees calculated on a time (hourly) basis, then our agreement with you will continue until such time as the services are completed or the agreement is terminated.

53. Either party may terminate this agreement at any time by giving at least 30 days written notice.

54. We may terminate this agreement by giving you 7 days notice in writing, unless a shorter period is required for matters of urgency, if:

(a) You do not pay our invoices per the terms stated on the invoice;

(b) We have requested instructions, information or materials from you but you have failed to provide them in a timely manner;

(c) You give us instructions that are false and misleading; or

(d) Any other reasonable grounds.

55. Either party may terminate this engagement in the event of bankruptcy or the appointment of a receiver or an administrator of the other party.

56. All amounts due to us shall become payable in full when termination takes effect.

57. Termination under this clause shall be without prejudice to any rights that may have accrued before termination.

58. In the event of the termination of our services, you are advised that a lien may be invoked over certain documents held until any outstanding fees, expenses or disbursements have been paid.

Changes

59. Changes to the proposal or these Standard Terms and Conditions must be in writing and agreed by you and us.

60. A notice period of 30 days shall apply for any modification or reassessment of the original proposal.

Governing law and jurisdiction

61. The terms of our engagement with you will be governed by and construed according to the laws applying in Victoria.

62. Each party irrevocably and unconditionally submits to the exclusive jurisdiction of the courts of Victoria.

Waiver

63. A failure by us to take action to enforce our rights does not constitute a waiver of any right or remedy under this agreement unless it is in writing and signed by us. A waiver by us of any specific provision of this agreement does not affect any other provision of this agreement.

Additional Provisions for Accounting and Tax Services

64. These additional provisions (63 to 75) apply in the respect of the provision of accounting and tax services by us. They apply in addition to the Standard Terms and Conditions above and to the extent of any conflict, these additional provisions will apply.

Advice

65. During the supply of our services, we may provide oral, draft or interim advice, reports or presentations to you. In these circumstances our written advice or final written report shall take precedence. No reliance should be placed by you on any draft or interim advice, reports or presentations. Where you wish to rely on oral advice or an oral presentation, you shall inform us and we may provide you with documentary confirmation of the advice.

66. We shall not be under any obligation, regardless of the circumstances, to update any advice or report, oral or written, for events occurring after the advice or report has been issued in final form.

67. Any advice that we give you will be based on the law effective at the date of the advice or opinion. We do not accept any responsibility for any changes in the law, and/or in its interpretation, which occur after the date of our advice. This applies to any changes in the law or its interpretation which take effect retrospectively.

68. No actions taken by us and/or statements made in the course of our engagement shall be taken as a promise or guarantee to you about the outcome of any matter.

69. Unless otherwise agreed with you, or specifically stated in the proposal, the advice we give cannot be relied upon to disclose irregularities, including fraud and other illegal acts and errors that may occur.

70. No advice we provide to you is intended to constitute or will constitute legal advice and it should not be relied upon by you as such.

Outsourced Services

71. We may involve third party contractors or outsourced service providers in providing various aspects of your accounting work. We currently use outsourced service providers (located in New Zealand and the Philippines) in respect of the following services:

(a) Accounting file preparation and/or Data entry into our accounting systems

(b) Auditing of accounts (including Self-Managed Super Funds)

(c) Financial Planning and dealing with Financial Institutions

(d) Home Loan, Business Loan and Personal Loan Services

(e) Investment and Insurance Services

72. Acceptance of our services in conjunction with this engagement indicates your acceptance of the use of the outsourced services. Where the outsourced service requires the disclosure of personal information to an overseas recipient, a consequence of your consent is that we will be required to take reasonable steps to ensure that Australian Privacy Principles are complied with by the overseas recipients of the personal information.

Use of cloud computing services

73. We use the below cloud computing systems in providing our services to you. These systems store files on remote servers operated by third parties, including the use of hosts in the USA, UK and Singapore:

(a) Xero (a cloud accounting system)

(b) Xero Practice Manager (a cloud practice management system)

(c) Xero Tax (a cloud tax return preparation system)

(d) Class (a cloud based super fund accounting and administration system)

(e) APS Contacts

(f) Offce 365 (a cloud email and calendar system)

(g) Prime (a company record management system)

(h) AdobeSign (a cloud electronic signature system)

(i) Hubdoc (cloud document management systems)

(j) Dear Inventory Management System (cloud Inventory Management System)

(k) Myprosperity (cloud wealth platform)

(l) Dext

(m) Employment Hero

74. Acceptance of our services in conjunction with this engagement indicates your acceptance of the use of the cloud computing services.

Trust Monies

75. If our engagement with you involves the use of trust monies, we will manage those funds in accordance with the Accounting Professional & Ethical Standards Board APES 310 “Client Monies” and as authorised by you in the Trust Account Authority Letter (if applicable) or as otherwise instructed by you.

Professional Standards Schemes

76. In relation to the provision of services to you, our accounting divisions participate in Professional Standards Schemes that may limit our liability to you in accordance with the Professional Standards Legislation.

Tax Agent Services (Code of Professional Conduct)

77. As a registered tax practitioner, we are committed to maintaining the highest professional standards in line with the requirements of the Tax Agent Services (Code of Professional Conduct) Determination 2024.

78. We would like to inform you that the Tax Practitioners Board (TPB) maintains a public register of all registered tax agents and BAS agents. You can use this register to verify our registration status and view our details. You can access the register at https://www.tpb.gov.au/public and we recommend reviewing our listing directly.

79. Should you have any concerns about the tax or BAS services you receive from us, you have the right to make a complaint. Complaints can be submitted in writing to the TPB via their website. You can access the complaint form here: https://www.tpb.gov.au/complaints and further information about the TPB’s complaint handling process is available on the same site.

80. As our client, it is important that you understand both your rights and obligations and ours. As a registered tax practitioner, we are required to act with integrity, honesty, independence, and confidentiality, and to act in your best interests in providing tax and BAS services. You, in turn, are responsible for providing full and accurate information relevant to your tax affairs and for maintaining appropriate records.

81. We are also required to disclose certain prescribed events that may affect your decision to engage or continue to engage our services. These include, for example, any prior suspensions or terminations of our registration, insolvency events, convictions for serious tax or dishonesty offences, or court-ordered penalties under tax laws. Please note that no such prescribed events have occurred within the last five years unless otherwise disclosed to you.

82. In addition, if our registration is subject to any conditions that limit the tax or BAS services we can provide, we will make this clear to you at the outset of our engagement.

83. This disclosure is part of our commitment to transparency and maintaining your trust, and to assist you in making fully informed decisions when engaging us to assist with your tax matters.

Use of Artificial Intelligence

84. We may use approved Artificial Intelligence (AI) tools in the provision of our services to assist with drafting, research, analysis, document review, quality control, and administrative efficiency.

85. All work incorporating AI assistance remains subject to appropriate human oversight, review, and approval by a qualified BlueRock professional. We remain responsible for the professional services provided to you.

86. We will only use AI tools approved under our internal governance framework and compliant with applicable privacy, confidentiality, and data protection requirements, including the Privacy Act 1988 (Cth). We will not upload or disclose your confidential or personal information to publicly available or non-approved AI platforms.

87. AI tools are used solely as assistive technology and do not replace professional judgement.

88. By engaging our services, you acknowledge and consent to our use of approved AI tools in accordance with this clause.

Additional Provisions for R&D Tax Incentive (R&DTI) and Government Grants Services

89. These additional provisions (89 to 108) apply in respect of the provision of R&D Tax Incentive (R&DTI) and Government Grants Services by us, including grant identification, eligibility assessment, application preparation, submission management, compliance reporting, R&DTI claims and related advisory services (R&DTI and Government Grants Services). They apply in addition to the Standard Terms and Conditions above and, to the extent of any conflict, these additional provisions will apply.

90. The proposal may specify engagement-specific terms, including the fee structure, the Success Fee percentage or rate, the fee base, payment triggers and invoicing timing. In accordance with clause 3, if there is any conflict between the proposal and these additional provisions, the proposal will take precedence. Where the proposal is silent, these additional provisions apply.

Definitions

91. In this section:

(a) “Grant Program” means any government grant, co-investment funding, government incentive, or similar program that may result in a funding award or direct cash payment to you upon approval by a Funding Body.

(b) “Tax Incentive Program” means the Research and Development Tax Incentive (R&DTI) established under the Income Tax Assessment Act 1997 (Cth) and the Industry Research and Development Act 1986 (Cth), administered jointly by the Australian Taxation Office (ATO) and the Department of Industry, Science and Resources (DISR), or any successor program, which may provide a tax offset, tax credit or refundable tax benefit rather than a direct funding payment.

(c) “Funding Body” means the government agency, department, statutory authority, or other entity responsible for administering a Grant Program or Tax Incentive Program, and includes both the ATO and DISR where applicable to the R&DTI.

(d) “Success Fee” means a contingent fee calculated using the percentage or rate and fee base specified in the proposal, which may include the value of an eligible Grant Program award, R&DTI expenditure or R&DTI tax benefit.

(e) “Funding Outcome” means the approval of a grant, the execution of a funding agreement, receipt of grant funds, or, for the R&DTI, the identification or registration of eligible R&D expenditure, completion of the agreed scope of services, the issue of a notice of assessment by the ATO reflecting an R&DTI tax offset or tax credit, or receipt of a refund or other tax benefit arising from the R&DTI.

Fee structure

92. Our fees for R&DTI and Government Grants Services may include any combination of the following, as specified in the proposal:

(a) fixed or time-cost fees for scoping, eligibility assessment, application preparation, and advisory work, payable regardless of funding outcome;

(b) a Success Fee calculated as a percentage of the value of an eligible Grant Program award, R&DTI expenditure, R&DTI tax benefit or other fee base specified in the proposal; and/or

(c) a retainer for ongoing compliance and reporting obligations.

The applicable fee structure, the Success Fee percentage or rate, and the relevant fee base for a specific engagement will be set out in the proposal. Nothing in this section requires a Success Fee arrangement to be used — the proposal may instead specify fixed or time-cost fees only.

Success Fee — Grant Programs

93. Where the proposal specifies a Success Fee for a Grant Program, the Success Fee becomes payable on the earliest of the following events (each a “Grant Fee Trigger Event”), unless the proposal specifies otherwise: (a) written notification from the Funding Body that funding has been approved; (b) you entering into a funding agreement with the Funding Body; or (c) receipt of grant funds by you. We may invoice the Success Fee once a Grant Fee Trigger Event has occurred. The Success Fee is calculated on the gross amount of funding approved (or the amount otherwise specified in the proposal), excluding GST, and is payable within 14 days of the invoice date, irrespective of when the Funding Body actually pays the grant.

Success Fee — R&DTI

94. Where the proposal specifies a Success Fee for the R&DTI, we may invoice the Success Fee once we have completed the scope of services specified in the proposal — including where we have identified eligible R&D expenditure or prepared the relevant R&DTI registration, claim or supporting work — unless the proposal specifies a different trigger. The Success Fee is calculated on the amount of eligible R&D expenditure identified, the R&DTI tax benefit, or another basis specified in the proposal, and is payable within 14 days of the invoice date, irrespective of any delay in lodging your income tax return or in the processing, assessment, payment or application of the R&DTI by the ATO or any other Funding Body.

Staged or instalment funding

95. Where a Grant Program provides for funding to be paid in stages or instalments and the proposal specifies a Success Fee, we may invoice the Success Fee proportionately as each instalment is approved or paid, calculated on the amount of that instalment, unless the proposal specifies that the Success Fee is payable in full on the first Grant Fee Trigger Event.

Partial awards

96. Where a Funding Body approves only a portion of the amount applied for, the Success Fee is calculated solely on the amount actually approved or received, not the amount applied for. We will notify you of the applicable Success Fee upon confirmation of the partial award. For the avoidance of doubt, our entitlement to any fixed or time-cost fees for work performed is not affected by a partial award.

Clawback and repayment

97. If funding is subsequently required to be repaid or is clawed back by a Funding Body after the applicable fee trigger event has occurred: (a) the Success Fee previously invoiced is not refundable, unless the clawback or repayment arises directly and solely from an error or act of negligence by us, as finally determined by a court of competent jurisdiction; (b) you must notify us in writing within 5 business days of receiving any notice of clawback, repayment demand, compliance breach, or audit by a Funding Body relating to funding obtained with our assistance; and (c) if requested by you, we may provide assistance in responding to a clawback, repayment demand, or Funding Body audit on a time-cost basis, as a separate engagement subject to a separate proposal.

Fee payable regardless of your decision

98. Where we have completed the applicable scope of services and identified, assessed or advised that you are eligible for a grant, rebate, incentive, tax offset or other benefit, the corresponding fee (including any Success Fee) remains payable on the occurrence of the relevant fee trigger event, irrespective of whether you subsequently elect to apply for, lodge, claim, accept or otherwise pursue that benefit. A decision by you not to proceed with, submit or finalise a claim or application does not affect our entitlement to that fee.

99. Where we have completed the agreed scope of services and the relevant fee trigger event is delayed solely because of your failure or delay in lodging a tax return, submitting an application, providing required information, or taking any other action reasonably required to progress the claim, we reserve the right to invoice the corresponding fee (including any Success Fee) on a reasonable estimate of the amount that would otherwise have applied. That invoice is payable in accordance with the payment terms in these Standard Terms and Conditions.

No guarantee of funding

100. Nothing in the engagement, including our identification of a Grant Program or R&DTI opportunity, or our assessment of eligible expenditure or eligibility, constitutes a guarantee or warranty that any grant application will be approved, that any funding agreement will be entered into, that any R&DTI claim will be accepted as lodged, or that the ATO, DISR or any other Funding Body will not review, query or adjust a claim. Grant Programs and the R&DTI are awarded, allowed or adjusted at the discretion of, or subject to review by, the relevant Funding Body, and we do not accept liability for a Funding Body declining, reducing or adjusting an application or claim that has been properly prepared based on the information provided by you.

Circumvention protection

101. The Success Fee is payable in full where we have completed the applicable scope of services and a Funding Outcome is achieved, or would reasonably have been available based on the eligible expenditure, application or work identified or prepared by us, whether or not you elect to submit, lodge, claim, accept or receive the relevant funding or R&DTI tax benefit, directly or indirectly, in connection with: (a) an application, R&DTI registration, claim or supporting work prepared wholly or substantially by us; (b) a Grant Program or R&DTI opportunity identified or introduced to you by us; or (c) work materially performed or assisted by us in connection with the relevant Grant Program or R&DTI. This obligation survives the termination or completion of the engagement and continues for a period of 24 months from the date of termination or completion, unless a different period is specified in the proposal. For the avoidance of doubt, the Success Fee remains payable where you subsequently engage another party to complete or re-submit an application that we materially commenced.

Termination before funding outcome

102. If the engagement is terminated, suspended or otherwise interrupted after we have commenced work on a Grant Program application or R&DTI matter — including because of your breach, act or omission — we may charge fees on a time-cost basis for all work performed up to that date, unless otherwise specified in the proposal. We may invoice those fees immediately, and payment is due within 14 days of the invoice date. Where a Success Fee arrangement applies, our entitlement to the Success Fee survives termination in accordance with clause 101.

Multi-agency engagements — R&DTI

103. Where we provide services in relation to the R&DTI, the following additional terms apply: (a) you authorise us to correspond and deal with both the ATO and DISR (and any successor agencies) on your behalf in connection with the R&DTI claim, including responding to requests for information, registration queries, and audit or review activities; (b) we may prepare and, with your authorisation, lodge both the annual registration of eligible R&D activities with DISR and the R&DTI schedule forming part of your income tax return with the ATO; (c) you remain responsible for maintaining contemporaneous documentation of R&D activities and expenditure as required under the Industry Research and Development Act 1986 (Cth) and the Income Tax Assessment Act 1997 (Cth); and (d) where our scope includes R&D registration only (and not tax return preparation), our Success Fee will be calculated in the manner specified in the proposal, which may be based on the registered R&D expenditure rather than the offset value, and will be confirmed in writing prior to commencement.

Your responsibilities — notifications

104. You must notify us in writing within 5 business days of: (a) receiving notification of grant approval or rejection from a Funding Body; (b) entering into or declining a funding agreement; (c) receiving any instalment of grant funds; (d) receiving a notice of assessment from the ATO reflecting an R&DTI tax benefit; or (e) receiving any notice of audit, review, compliance check, or clawback from a Funding Body. You must provide documentation reasonably requested by us to verify the amount of funding approved, received, or repaid. Failure to notify us as required under this clause may affect our ability to protect your interests and does not reduce your obligation to pay fees that have become due.

Your responsibilities — grant conditions and compliance

105. You are solely responsible for complying with all conditions, milestones, acquittal obligations, reporting requirements, and other requirements imposed by a Funding Body as a condition of any grant or funding awarded, including ongoing obligations under a funding agreement. We are not responsible for your compliance with grant conditions unless compliance reporting is expressly included in the proposal as part of our services. Where we do prepare grant acquittals or compliance reports, you remain responsible for the accuracy and completeness of the underlying information provided to us.

Record-keeping

106. You are responsible for creating and maintaining all records required by the Funding Body, applicable legislation, and program guidelines. For R&DTI claims, this includes contemporaneous records of R&D activities, core and supporting R&D activities, and eligible expenditure as required under applicable legislation. We will advise you of record-keeping requirements relevant to the engagement but are not responsible for the creation or maintenance of your underlying records.

Nature of advice

107. R&DTI and Government Grants Services involve the exercise of professional judgement in relation to eligibility assessment, application strategy, program selection, and compliance. Our advice is based on program guidelines, applicable legislation, and other relevant factors as at the date of the advice. We are not responsible for changes to program guidelines, eligibility criteria, funding rounds, or legislation that occur after the date of our advice. Grant programs may be modified, suspended, or closed by government at any time, and we do not accept liability for any such changes affecting the availability or terms of a program.

General

108. Except as varied by these additional provisions, all other provisions of these Standard Terms and Conditions continue to apply to the provision of R&DTI and Government Grants Services.

version: 27 August 2026