Balanced Books

1.  Definitions

In this Agreement, unless the context otherwise requires:

• Agreement: These terms and conditions, together with the Proposal.

• Confidential Information: All non-public information exchanged between the parties in connection with this Agreement, whether in writing, electronically, or orally.

• Consumer Guarantees Act: The Consumer Guarantees Act 1993 (New Zealand).

• Fair Trading Act: The Fair Trading Act 1986 (New Zealand), as amended by the Fair Trading Amendment Act 2021.

• Fees: The fees payable for the Services, as set out in the Proposal and these terms.

• Force Majeure Event: An event beyond the reasonable control of a party, including acts of God, war, riot, strikes, epidemics, pandemics, natural disasters, extended power or internet outages, or failure of third-party infrastructure or government systems (for example, prolonged unavailability of IRD’s myIR platform).

• PPSA: The Personal Property Securities Act 1999 (New Zealand).

• Privacy Act: The Privacy Act 2020 (New Zealand).

• Proposal: The engagement letter, email, or other document from BBNZ to the Client setting out the scope of Services and Fees for a particular engagement.

• Services: The professional accounting, bookkeeping, financial administration, and related services described in the Proposal.

• Work Product: Documents, reports, financial statements, tax returns, and other deliverables created by BBNZ and delivered to the Client as part of the Services. Work Product does not include BBNZ’s internal workpapers, drafts, calculations, templates, tools, or models, which remain the property of BBNZ at all times regardless of whether they are shared with the Client in the course of delivering the Services.

2.  Acceptance

Our preferred method of acceptance is by electronic signature via TaxDome, our client portal. This provides a complete and auditable record of your agreement to these terms. Where a client does not have access to TaxDome, acceptance by written confirmation (including by email reply) is also accepted.

We are not obligated to commence or continue any Services until a signed or confirmed agreement is on file. Engaging our services, or paying an invoice, is acknowledgement that you are aware of and broadly agree to these terms but does not substitute for a signed agreement where we have specifically requested one.

In the event of any inconsistency between these terms and a Proposal, the Proposal shall prevail. This means that where a Proposal specifies a different fee, a varied scope, or a specific arrangement that differs from the defaults in these terms, the Proposal governs that particular engagement. Any such variations should be confirmed in writing, including by email.

3. Services

The specific Services we will provide are described in the Proposal. Services may include any combination of the following, depending on your engagement:

• Bookkeeping, accounts processing, and bank reconciliations.

• GST return preparation and filing.

• Payroll processing and PAYE filing (where engaged for payroll — see Payroll Addendum where applicable).

• Year-end financial statements and income tax return preparation and filing.

• Companies Office annual returns and related filings.

• ACC levy review and correspondence.

• Business advisory and financial health reviews (where requested).

• General financial administration support, including software setup and training.

Not all services are included in every engagement. Services outside the agreed scope will require a separate Proposal and additional Fees. We will always seek your written approval before commencing out-of-scope work.

Right to decline or withdraw from work: We reserve the right to decline or withdraw from any work that we, in our sole discretion, consider to be illegal, unethical, or objectionable. This includes situations where we form the view that a client’s conduct, instructions, or business practices conflict with our professional obligations or values, even if the conduct is not strictly unlawful. We are not required to justify this decision, and no liability arises from our refusal or withdrawal.

Location of Services: Services are performed remotely from our place of business. As a remote-first practice, we may perform the Services from any location. Unless otherwise agreed in writing, we are not required to attend your premises. Where meetings are held at our home office, clients are expected to respect the working environment and any health and safety requirements notified by BBNZ.

Hours of availability: Our standard availability is Monday to Friday, 9:00am to 3:00pm NZDT, excluding public holidays. We are not obligated to respond or perform Services outside these hours.

Prioritisation: BBNZ manages a portfolio of clients and allocates time accordingly. Clients whose accounts are current and who communicate promptly will generally receive priority scheduling. We reserve the right to prioritise work for clients whose invoices are paid and up to date. Where a client has a specific urgent need — such as a refinancing deadline, an IRD request, or a time-sensitive filing — we will do our best to accommodate this, subject to our existing workload and provided the client’s account is current.

Subcontracting: We may engage suitably qualified subcontractors to perform any or all of the Services. We will remain primarily responsible to you for the performance of the Services. You agree not to directly engage any of our subcontractors for similar services without our prior written consent.

Initial consultation: One initial consultation is provided free of charge. This may be conducted by phone, Zoom, email, or in person. Following the consultation, we will provide a written summary and Proposal.

4.  Client Obligations

The successful performance of our Services depends on your cooperation and the quality of information you provide. You agree to:

• Provide all information, documents, and access that we reasonably require to perform the Services, accurately and completely.

• Respond to our requests for information or clarification in a timely manner.

• Notify us promptly of any changes to your circumstances, structure, or obligations that may affect our Services.

• Take responsibility for the final proofreading of all Work Product before publishing, filing, or relying on it.

• Perform your own obligations in a timely manner so that we can perform ours.

We are entitled to rely on information you provide without independent verification. We are not responsible for errors in Work Product that arise from inaccurate, incomplete, or late information supplied by you.

Our ability to meet agreed timeframes and deadlines is conditional on you providing information and responding to requests promptly. If you fail to provide information when needed, any agreed deadlines will be extended by a reasonable period to account for the delay, and we will not be liable for any consequences arising from that extension. This protection applies even where we originally committed to a specific deadline.

We recognise that communication is the foundation of a good working relationship. Clients who keep us informed, respond to requests, and raise concerns early will receive the greatest flexibility and discretion in how we manage their work. We ask for the same in return — we will keep you informed of our timetables, priorities, and any issues as they arise.

A note on timing and annual work:
For clients who engage us for annual work only, we aim to complete and file returns within a similar timeframe each year. We will contact you when we are ready to begin. If you have a specific deadline (such as a bank requirement or an IRD request), please let us know as early as possible so we can prioritise accordingly.

5.  Fees and Payment

5.1  Fee Structure
All fees are exclusive of GST. BBNZ is GST registered. If our GST registration status changes, we will notify you in writing. Unless otherwise stated, all amounts are in New Zealand dollars.

Standard hourly rate: $250.00 + GST per hour, billed in 15-minute increments with a minimum charge of one hour. This is our default rate where no fixed fee or package applies. The rate set out in any Proposal will prevail for that engagement.

Fixed-price packages: Where a fixed-price package is agreed in the Proposal, that fee applies to the defined scope. If the scope increases materially — for example, due to significant clean-up work, additional entities, or complexity not apparent at the time of quoting — we will advise you and seek written approval before proceeding with any additional work at our applicable rate.

Urgent work surcharge: A surcharge of 33.33% on our standard or applicable rate applies to work requested outside of normal turnaround times or requiring prioritisation above other clients.

Blocked hours: Prepaid blocks of hours are valid for one calendar month from the date of purchase (being the first day of the applicable month). Unused hours do not roll over and are non-refundable. At BBNZ’s sole discretion, hours may be permitted to carry across a GST filing period where it is operationally more efficient to complete the work in a single period rather than splitting it across two months. This is not a right and will be considered on a case-by-case basis.

Additional costs: Any disbursements or additional costs incurred on your behalf (including software subscriptions, filing fees, courier costs, or other out-of-pocket expenses) will be charged to you in addition to our Fees. Where possible, we will advise you of anticipated disbursements in advance. An electronic signing and onboarding platform fee applies per agreement sent. This fee is waived on the initial send. If an agreement expires unsigned and requires resending, or if re-signing is required at any future point, this cost will be on-charged to you.

Fee increases: Our fees are subject to annual review. We will notify you in writing at least 30 days before any fee increase takes effect.

5.2  Invoicing and Payment Terms

Monthly packages: Invoiced at the beginning of each month (on or around the 1st), due within 7 days of the invoice date. BBNZ is not obligated to commence work for that month until the invoice is paid. Where BBNZ has a reasonable level of confidence that payment will be received (for example, where a client has a reliable payment history or an automated payment in place), work may commence at BBNZ’s discretion. This is not a right and does not waive our entitlement to payment by the due date.

One-off and year-end work: Where the final fee is known in advance, payment is required before work commences or before any Work Product (including tax returns) is filed or released. Where the final fee is not known until completion, we will invoice on completion and may withhold the Work Product until the invoice is paid in full.

Tax returns: We will not file any tax return until all outstanding invoices relating to that engagement have been paid in full.

Payment methods: Payment is accepted by bank transfer to the nominated account on the invoice, by GoCardless (automated direct debit), or by Stripe (online payment). Payment details will be set out on the invoice. Clients with automated payment arrangements in place will generally receive priority scheduling for their work.

Invoice disputes: Any dispute regarding an invoice must be raised in writing within 7 days of the invoice date. After this period, the invoice is deemed accepted as correct. Raising an invoice dispute does not entitle you to withhold payment of undisputed amounts.

5.3 Onboarding, Engagement and Subscription Costs

An onboarding and engagement fee equivalent to two hours at the current accounting hourly rate applies to all new engagements and to engagements rolled into a new financial year. This fee covers the time and costs associated with establishing and maintaining your engagement, including but not limited to portal setup, IRD linking, engagement documentation, system administration, reviewing IRD correspondence, and the ongoing management of your file regardless of whether substantive work has commenced. This fee is non-refundable in all circumstances, including where the engagement is terminated before year-end work is completed.

An annual service subscription cost is added to all main entity accounts. This covers platform, software, and administration costs associated with managing your engagement throughout the year. This amount is non-refundable once the engagement has commenced.

Where a client terminates this Agreement after the current financial year has begun, any prepaid amounts above the onboarding and engagement fee and annual service subscription cost will be considered for refund at BBNZ's sole discretion, taking into account the work completed, time recorded, and costs incurred up to the date of termination. BBNZ will refer to time records maintained in our practice management software in assessing any refund amount.

5.4  Default and Consequences of Default

If you fail to pay any invoice by the due date, we may, at our sole discretion:

• Charge interest on the overdue amount at a rate of 2.5% per month, calculated daily from the due date until payment is received in full. Interest may be applied monthly or accumulated and invoiced at any point, at our discretion. For example, if an account remains overdue for six months, we may issue a single interest invoice covering the full period.

• Suspend all Services in accordance with clause 7.

• Withhold delivery or filing of any Work Product until all outstanding amounts are paid.

• Refer the debt to a collection agency or commence legal proceedings to recover the outstanding amount.

You agree to indemnify us for all costs we incur in recovering any unpaid amounts, including debt collection agency fees, legal costs on a solicitor-and-own-client basis, and a reasonable charge for our internal time spent on recovery efforts at our standard hourly rate.

5.5  Non-Engagement and Client Abandonment

A good working relationship requires communication from both sides. If we are unable to reach you, or you fail to respond to our requests for information, instructions, or payment, this directly affects our ability to meet filing deadlines and manage our practice.

Where a client fails to communicate, respond to reasonable requests, or make payment, the following may apply at BBNZ’s discretion:

• For monthly or ongoing clients: a period of non-response or non-payment of approximately 60 to 180 days (broadly equivalent to one to three GST filing periods) may be treated as a trigger for BBNZ to consider whether to suspend or terminate the engagement.

• For annual clients: if BBNZ has made three to four reasonable attempts to contact you over a period of 30 to 90 days (depending on the time of year and when we last spoke) and has received no response or explanation, this may be treated as a trigger for BBNZ to consider whether to defer, suspend, or close out your engagement for that financial year. We understand that life happens, and we will always approach this with goodwill. What we ask is that you let us know if something has come up — even a brief message means we can hold your place and plan accordingly.

In all cases, before taking action, BBNZ will make reasonable attempts to contact you and will issue a written notice giving you at least 7 days to respond. If no response is received within that period, BBNZ may, at its discretion:

• De-link from IRD and any other relevant agencies.

• Suspend or close any active software subscriptions or platforms managed on your behalf.

• Treat the engagement as abandoned for the relevant financial year or period.

These are discretionary triggers, not automatic consequences. The level of discretion we apply will always reflect the history of your communication and engagement with us. Clients who keep in touch, explain their circumstances, and work with us in good faith will always receive more flexibility than those who do not.

If you wish to resume services after a period of non-engagement, you will be required to re-sign all relevant agreements and authorities, and to meet the cost of BBNZ’s time in reinstating your engagement, at our standard hourly rate.

6. Retention of Title and Security Interest

6.1 Retention of Title

Ownership of, and title to, all Work Product created by us remains with BBNZ until we have received payment in full of all amounts owing under this Agreement. Until payment is received, you hold any Work Product as bailee for BBNZ and must not distribute, file, publish, or rely on it for any purpose without our written consent.

Once payment is received in full, ownership of the specific Work Product passes to you for the purpose for which it was created. This does not transfer ownership of any underlying BBNZ templates, tools, models, or intellectual property used in creating that Work Product.

What this means in plain language:
Until you have paid us in full, we legally own the work we have produced for you. You can’t file it, use it, or share it until payment is made. If something goes wrong — such as your company going into liquidation — this gives us a formal legal claim over the work ahead of other creditors. Once you’ve paid, you own the deliverable (for example, your financial statements), but not the underlying templates or tools we used to create it.

6.2 PPSA Security Interest

This Agreement constitutes a security agreement for the purposes of the PPSA. By accepting this Agreement, you grant BBNZ a security interest in all Work Product (and proceeds) to secure payment of all Fees and other amounts owing to us. You waive your right to receive a verification statement under section 148 of the PPSA. You agree to do anything reasonably required by BBNZ to perfect and maintain this security interest.

Action note — PPSR registration:
To give this security interest its full legal effect, it should be registered on the New Zealand Personal Property Securities Register (PPSR) on a per-client basis. This is a separate step that requires the involvement of a solicitor or an authorised PPSR registrant. We recommend taking advice on when and how to register, particularly for higher-value engagements.

7. Suspension and Termination

7.1 Suspension

We may suspend the provision of Services immediately by written notice if:

• You fail to pay any invoice by its due date.

• You are in breach of any other term of this Agreement.

• We form the reasonable view that continuing to provide the Services would be contrary to our professional obligations, our ethical standards, or our legal obligations.

We will not be liable to you for any loss arising from a suspension made under this clause. Suspension does not affect any accrued rights either party may have.

7.2 Subscription Pause

You may request a pause of your monthly subscription for personal or business reasons. Pauses are granted at BBNZ’s sole discretion and are not an automatic right.

If a pause is agreed, it will only take effect once any current billing period or active work cycle has been completed. We are not able to pause mid-cycle.

Pauses are intended for genuine short-term circumstances, not as a routine arrangement. If a pause extends for a significant period, or if pauses become a recurring pattern, the Agreement and associated Proposal may need to be renegotiated before Services resume, as our fees, scope, or availability may have changed. We will discuss this with you before resuming.

Unused prepaid amounts at the time of a pause are not automatically refundable but may be credited to your first invoice on resumption, at our discretion.

7.3 Termination

Either party may terminate this Agreement by providing 30 days’ written notice to the other party.

We may terminate this Agreement immediately, without notice, if:

• You are in material breach of this Agreement and fail to remedy the breach within 7 days of written notice from us.

• You become insolvent, enter liquidation, or a receiver or statutory manager is appointed over your assets.

• We form the reasonable view that continuing the engagement would be illegal, unethical, or contrary to our professional values or obligations. This includes situations where we have lost confidence in the accuracy of information provided, where a client’s conduct has become objectionable, or where we simply no longer feel comfortable acting for you, regardless of whether any specific rule has been broken.

Upon termination for any reason:

• All outstanding Fees for Services performed become immediately due and payable.

• No refund will be given for unused prepaid packages where termination is initiated by you or results from your breach.

• Where we initiate termination without cause, we will, at our discretion, either credit unused prepaid amounts or continue providing Services until the end of the prepaid period.

• We will retain your files for 7 years following termination, after which they may be securely destroyed.

8. Confidentiality

Each party agrees to keep the other party’s confidential Information confidential and not to disclose it to any third party or use it for any purpose other than the performance of this Agreement.

This obligation does not apply to information that:

• Is or becomes publicly available through no fault of the receiving party.

• Is required to be disclosed by law, court order, or a regulatory body.

• Is disclosed to professional advisors in confidence for the purpose of obtaining advice.

• Is disclosed to a debt collection agency for the purpose of recovering amounts owed to us.

We will share your information with third parties only to the extent necessary to perform the Services or to meet our legal obligations, as covered in your Terms of Engagement and Authority to Act.

9. Privacy

We collect, hold, use, and disclose personal information about you and your related parties in accordance with the Privacy Act 2020 and our Privacy Policy (available on request). We collect this information to:

• Provide the Services agreed under this Agreement.

• Meet our legal obligations, including AML/CFT obligations.

• Correspond with government agencies and third parties on your behalf.

• Enforce our rights under this Agreement.

We use a range of third-party software and cloud-based platforms to deliver and administer our Services, including accounting and practice management software, client portal and document signing platforms, productivity and document creation tools, time tracking and workflow management software, communication and collaboration platforms, design and presentation tools, online payment processing platforms, and AI-assisted drafting and research tools. We use artificial intelligence tools to support the efficiency and quality of our work. These tools are used as drafting and research aids only. We remain responsible for all advice and Work Product we deliver, regardless of the tools used to produce it. We may also use any other tools or platforms reasonably required to deliver our Services, as updated from time to time.

We periodically review and update the tools we use. Your information may be stored or processed outside of New Zealand as a result of our use of these platforms. We take reasonable steps to ensure your information is handled securely and in accordance with the Privacy Act 2020. Our Privacy Policy reflects our current tech stack and data handling practices and is available on request.

Access to your information

You have the right to request access to, and correction of, any personal information we hold about you under the Privacy Act 2020. Requests must be made in writing to emma@balancedbooks.nz. We will acknowledge your request promptly and respond within 20 working days.

We will provide access to personal information that relates to you as an identifiable individual, including financial statements, tax returns, and correspondence about your engagement. This does not extend to our internal workpapers, calculations, templates, or other intellectual property, which remain the property of BBNZ at all times.

Where a request requires significant time to locate, collate, or prepare — for example, requests spanning multiple financial years or relating to a closed engagement — we will provide the first hour of retrieval time at no charge. Beyond that, we reserve the right to charge at our standard hourly rate. We will notify you of any anticipated charge before commencing that work, and you may withdraw or narrow your request at that point.

We retain client records for 7 years following termination of this Agreement, in accordance with our legal obligations. Requests received after this period cannot be fulfilled as records will have been securely destroyed.

10. Intellectual Property

All intellectual property owned by or developed by BBNZ — including but not limited to templates, spreadsheets, tools, checklists, financial models, procedures, systems, know-how, and this Agreement itself — remains the property of BBNZ at all times. This applies whether or not any such material is shared with you in the course of delivering the Services.

Where BBNZ shares a template, spreadsheet, or tool with you as part of the Services (for example, a vehicle log, a home office calculation spreadsheet, or a cash flow model), you are granted a limited, personal, non-exclusive licence to use that material for your own internal purposes only. You must not:

• Copy, reproduce, or adapt any BBNZ material for any purpose other than your own use.

• Share, distribute, or provide BBNZ materials to any third party.

• Use BBNZ materials for any commercial purpose, including selling, licensing, or offering them to others.

• Remove or obscure any copyright notice or attribution from BBNZ materials.

• This licence ceases immediately upon termination or suspension of this Agreement.

Work Product delivered to you (such as your financial statements or tax returns) may be used by you for its intended purpose — for example, for tax compliance, or to provide to your bank in connection with a financing application. However, Work Product must not be presented as independently audited or reviewed and should not be relied upon for purposes beyond its intended scope without independent verification. The compilation disclaimer in clause 11.3 applies to all financial statements.

Copyright notice:
All BBNZ materials, templates, documents, and systems are protected by copyright. © 2026 Balanced Books NZ Limited. All rights reserved. Unauthorised reproduction or distribution is prohibited.

11. Liability

11.1 Standard of Care

We warrant that we will perform the Services with reasonable care and skill. We are not responsible for outcomes that result from information you have provided that is inaccurate, incomplete, or provided late.

11.2 General Aggregate Liability Cap

To the maximum extent permitted by law, our total aggregate liability to you under or in connection with this Agreement, whether in contract, tort (including negligence), equity, breach of statutory duty, or otherwise, is limited to the total Fees paid by you for the specific engagement or service to which the claim relates.

We are not liable for any indirect, consequential, or economic loss, including loss of profit, loss of opportunity, loss of data, or loss of business, whether or not we were advised of the possibility of such loss.

11.3 Specific Service Liability

Where a claim relates to a specific deliverable or monthly package, our liability is further limited to the Fees paid for that specific Service or package in the period immediately preceding the event giving rise to the claim. For example: if a claim relates to a GST return filed in a particular month, our liability is limited to the Fees paid for that specific monthly package. If a claim relates to year-end financial statements, our liability is limited to the Fees paid for that year-end engagement.

11.4 Compilation Disclaimer

Financial statements and other Work Product are prepared on a compilation basis. We have not audited or reviewed the underlying information and accept no responsibility for its accuracy where that information was supplied by you. All financial statements carry the following disclaimer:

The compilation of these financial statements is limited to the collection, classification, and summarisation of financial information supplied by the client. It does not involve the verification of that information. Balanced Books NZ Limited has not audited or reviewed the financial statements and accepts no responsibility for their accuracy or completeness. The financial statements have been prepared solely for the use of the client for tax compliance purposes, and no liability is accepted to any third party. Any person relying on these statements for purposes other than tax compliance should obtain independent verification.

11.5 Client Indemnity

You agree to indemnify us against any third-party claims, losses, costs, or liabilities that arise from your instructions, information you have provided, or your use or misuse of any Work Product.

11.6 Consumer Guarantees Act

You acknowledge that you are acquiring our Services for the purposes of a business and that the Consumer Guarantees Act 1993 does not apply to this Agreement.

12. Personal Guarantee

Where the Client is a company, we may (at our discretion) require the director or directors of that company to provide a personal guarantee of the Client’s obligations under this Agreement, by executing our standard Deed of Guarantee and Indemnity. We will notify you if this is required before work commences.

13. Health and Safety

Both parties agree to comply with their respective obligations under the Health and Safety at Work Act 2015.

As our Services are primarily delivered remotely, our main health and safety obligations relate to our own work environment. Where meetings are held at our home office in Alexandra, we will take reasonable steps to ensure the environment is safe for visitors.

In the event that we attend your premises for any reason, you agree to ensure that your premises are safe and that we are informed of any relevant emergency procedures, safety rules, and health and safety requirements before we attend.

Both parties are responsible for maintaining a safe and respectful working environment in all interactions, whether in person or remote.

14. Force Majeure

Neither party will be in breach of this Agreement or liable for any failure or delay in performing their obligations if that failure or delay is caused by a Force Majeure Event (as defined in clause 1). The affected party must notify the other as soon as practicable and take reasonable steps to minimise the impact of the event.

If a Force Majeure Event continues for more than 30 days, either party may terminate this Agreement by written notice. In that event, you will remain liable for Fees for all Services performed up to the date of termination.

15. Dispute Resolution

We are committed to resolving disputes fairly and efficiently. If a dispute arises in connection with this Agreement, the parties agree to follow this process:

Step 1 – Direct negotiation: The parties will first attempt to resolve the dispute by direct negotiation in good faith. Either party may initiate this by providing written notice describing the dispute and their proposed resolution.

Step 2 – Mediation: If the dispute is not resolved within 14 days of written notice (or such longer period as the parties may agree), either party may refer the dispute to mediation with a neutral third-party mediator, agreed between the parties or appointed by the Arbitrators’ and Mediators’ Institute of New Zealand (AMINZ).

Step 3 – Arbitration or court proceedings: If mediation is unsuccessful or if a party refuses to participate, either party may commence arbitration under the Arbitration Act 1996 or bring proceedings in a court of competent jurisdiction.

Nothing in this clause prevents either party from seeking urgent interlocutory or injunctive relief from a court where necessary to protect their interests.

16. General

Governing law: This Agreement is governed by the laws of New Zealand. The parties submit to the non-exclusive jurisdiction of the New Zealand courts.

Entire agreement: This Agreement, together with the Proposal and the Terms of Engagement and Authority to Act, constitutes the entire agreement between the parties and supersedes all prior communications, representations, or agreements, whether oral or written. In the event of any inconsistency between this Agreement and the Terms of Engagement and Authority to Act, this Agreement prevails on all commercial matters. The Terms of Engagement and Authority to Act governs matters of agency, including the granting and termination of individual authorities (such as IRD, ACC, and Companies Office authorities), which may be terminated independently of each other and independently of this Agreement.

Variation: Any amendment to this Agreement must be agreed to in writing by both parties. Email is sufficient for this purpose.

Waiver: No failure or delay by either party in exercising any right or remedy constitutes a waiver of that or any other right or remedy.

Severability: If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions continue in full force and effect.

Assignment: You may not assign or transfer any of your rights or obligations under this Agreement without our prior written consent. We may assign this Agreement on notice to you.

No merger: The obligations and warranties in this Agreement do not merge on completion of the Services but remain in force until satisfied.

Counterparts: This Agreement may be signed in counterparts (including electronically), each of which together forms one and the same agreement.

File retention: We will retain your files and records for 7 years following termination of this Agreement. After this period, they may be securely destroyed without further notice.

Fair Trading Act compliance: We are committed to complying with the Fair Trading Act 1986 as amended. We will not engage in misleading or deceptive conduct. Any term found to be an unfair contract term under the Act may be severed without affecting the remainder of this Agreement.

Ongoing agreement: This Agreement commences on the date of the associated Proposal and continues until terminated in accordance with clause 7.

17. Warranty and Authority to Sign

Where the Client is a company or other entity, the person signing this Agreement personally warrants that:

• They have the legal authority to bind the Client to this Agreement.

• They have complied with all internal requirements necessary to enter into this Agreement.

• The Client will perform its obligations under this Agreement.

Updated: July 2026