Terms of Business

These terms and conditions (the “Terms”) govern and apply to the professional services (the “Services”) to be performed for our client (“you” or “your”) pursuant to the Engagement Letter to which these Terms are attached. These Terms will also apply to any future Engagement Letter that we give you and to any later letter (each, a “Confirmation Letter”) which advises of change to the terms and conditions of an earlier Engagement Letter. These Terms together with any Engagement Letter and Confirmation Letter constitute a contract between you and us about the Services (the “Services Contract”). Any capitalized terms not defined in the Engagement Letter have the meaning given to them in these Terms.

1. SERVICES

Basis of providing our Services

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

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

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

The preparation of your income tax return does not include any procedures designed to detect errors, fraud, or theft. Therefore, our engagement cannot be relied upon to disclose such matters. In addition, we are not responsible for identifying or communicating deficiencies in your internal controls. You are responsible for developing and implementing internal controls applicable to your operations.

You should carefully review each tax return to ensure that items shown are accurately stated and inform us of any amendments that are required.

While we shall endeavour to identify potential, we are not responsible for matters not reasonably identifiable from the information provided to us as part of our engagement with you.

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

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

Where relevant to our agreed scope of Services, we will inform you of your rights and obligations available under taxation law, including any rights that might be available to seek a private ruling and the lodging of objections and appeals against adverse position adopted by revenue authorities and/or of any possible penalties and other legal tax consequences to enable you to make an informed decision.

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

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

During the course of the engagement and subsequent to it, we may give oral advice in meetings and over the telephone. After a more detailed consideration of the matters discussed, we may amend the view we expressed, but are under no obligation to inform you of this. Accordingly, if we provide any oral advice, we suggest you should seek from us written confirmation of the same.

We will perform all Services as an “independent contractor” and not as an employee or agent of you. We are not authorized to assume or create any obligation or responsibility, express or implied, on behalf of, or in the name of, you or to bind you in any manner, except with your prior written consent. The relationship of us to you, and that of each of our employees and agents to you, is and shall be that of an independent contractor and not an employee, and nothing in the Services Contract is intended as, and nothing shall be construed to create, an employer/employee relationship, partnership, or joint venture relationship between the parties, or to allow either party to exercise control or direction over the manner or method by which the other party performs its obligations hereunder, except as otherwise provided herein.

Limitations to the tax services we provide

When completing tax returns, unless otherwise agreed in the Engagement Letter, our Services in respect of the preparation of tax returns are solely for filing with the Internal Revenue Services (“IRS”) and state and local tax authorities as identified above. Our work is not intended to benefit or influence any third party, either to obtain credit or for any other purpose.

You agree to indemnify and hold us harmless with respect to any and all claims arising from the use of the tax returns for any purpose other than filing with the IRS and state and local tax authorities regardless of the nature of the claim, including the negligence of any party. Additionally, you agree to defend, indemnify, and hold us, including any parent, subsidiary, related and affiliated companies, and the officers, directors, agents and employees of each of them, from and against any and all claims, actions, causes of actions, demands, suits, liabilities, judgments, damages, losses, costs and expenses, including without limitation reasonable attorneys’ fees (collectively, “Claims”), arising out of (i) the negligence or wilful misconduct of you, your employees or agents; or (ii) any breach of the Services Contract by you. Your obligations under this paragraph shall survive the expiration or earlier termination of the Services Contract. Neither party will be liable for the other’s lost profits or special, incidental, or consequential damages, whether in an action in contract or tort, even if the party has been advised by the other party of the possibility of damages.

Timelines

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

Changes to Services

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

Kelly+Partners Engagement Team

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

Intellectual Property

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

2. REPORTING

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

3. INFORMATION

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

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

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

In the course of providing the Services we, at our discretion, may use the resources, knowledge and information of other firms within the Kelly Partners Group or third-party service providers. Information, which may include personal information, may be required to be transferred to such parties. You consent to such transfer.

4. FEES AND PAYMENT

How fees will be calculated

Fees for the Services will be charged on the basis set out in the Engagement Letter or Confirmation Letter. Where these letters do not state the basis on which our fees will be charged, our fees will reflect time spent and such other factors as complexity, monetary values involved, specialist input required and the urgency of the matter. Sales or any other applicable tax will be added to each invoice and is not included as part of our fees.

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

Expenses

All charges are exclusive of expenses unless the Engagement Letter or Confirmation Letter states otherwise. We will charge you out of pocket expenses such as reasonable travel, meals and document handling costs (photocopying, printing, fax and courier, etc) incurred by us plus tax, as applicable. Any special expense arrangements will be agreed and set out in the Engagement Letter or Confirmation Letter.

Hourly rates

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

Success Fee

Where the Engagement Letter and/or Confirmation Letter stipulate that any amount of our fees are payable by way of a ‘Success Fee’, the mechanism for the payment of the Success Fee will also be contained within the Engagement Letter and/or the Confirmation Letter.

Where the Engagement Letter and/or the Confirmation Letter do not set out the mechanism for payment, and for the avoidance of doubt, the Success Fee is payable upon the completion of the work set out in the Engagement letter, or otherwise contained in the Services Contract, and in accordance with the ‘Payment of Invoices’ section of this Section 4.

Payment of Invoices

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

Our invoices will be issued on a monthly basis or as set out in the Engagement Letter or Confirmation Letter. Where not specifically set out in the Engagement Letter or Confirmation Letter, all invoices will be due for payment upon execution of the Engagement Letter (50%) and upon completion of the assignment or milestones thereof (50%). However, at our discretion, we may invoice you on an interim basis, prior to the completion of an assignment. Kelly+Partners reserves the right to withhold deliverables and work product until any outstanding but unpaid amounts are paid in full.

Payment of invoices can be made by electronic transfer or credit card. Payments by credit card will attract a service fee equivalent to the effective merchant fee levied by the card issuer.

Use of the Kelly+Partners trust account will incur a charge.

A debt collection cost of 20% or such amount allowed by applicable law of the outstanding amount will be payable by you where the account is not paid by the applicable due date. Our terms are payment in advance or upon receipt of invoice. We may, at our discretion, also charge you a commercial rate of interest on accounts which are overdue by more than a month.

5. TERM AND TERMINATION

Duration of Contract

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

Termination

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

Rights on Termination

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

6. CONFIDENTIALITY

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

We also reserve the right to:

• set the terms upon which those copies are given or used by you or by a third party; or
• require the third party and any employees or contractors of the third party to enter into a standard form of non-disclosure agreement.

7. LIABILITY

Kelly+Partners will use reasonable skill and care in the provision of the Services to you as set out in the Engagement Letter or Confirmation Letter. Kelly+Partners’ total liability to you under this Services Contract shall in no event exceed the total fees paid by you to us in the twelve (12) month period prior to any claim. The titles ‘Senior Partner’ or ‘Partner’ are used only to denote seniority and level of expertise of the person within the business. It does not and is not intended to signify that the person is in a partnership involving the Office, KPGH or any other KPGH Offices.

The Kelly Partners Group is comprised of offices in several locations. Each office of the Kelly Partners Group (each “Office”) is a separate legal entity. Services are delivered independently by each Office. These Offices are not members of one national partnership or otherwise legal partners with each other, nor is any one Office responsible for the services or activities of any other.   Kelly Partners Group Holdings Limited (“KPGH”) is not responsible or liable for any acts or omissions of an Office and specifically disclaims any and all responsibility or liability for acts or omissions of an Office, including without limitation any and all liability for negligence arising out of or in connection with this Services Contract.

An Office cannot act as agent of KPGH or any other Office, cannot obligate KPGH or any other Office, and is liable only for its own acts or omissions and not those of KPGH or any other Office. Similarly, KPGH cannot act as an agent of any Office, cannot obligate any Office, and is liable only for its own acts or omissions.

8. INDEMNITY AGAINST THIRD PARTY LIABILITY

You hereby indemnify and hold harmless Kelly+Partners (including its directors, employees, associates and contractors) and each and every Office that forms part of the Kelly Partners Group (including any of the Kelly Partners Group directors, employees, associates and contractors) (the “Indemnified Parties”) from and against any loss, expense, damage or liabilities (or actions that may be asserted by any third party) that may result from any third party claims arising out of or in relation to the provision of the Services or any use by you of any deliverable item under this Services Contract and will reimburse the Indemnified Party for all costs and expenses (including reasonable attorneys’ fees) incurred by the Indemnified Party in connection with any such action or claim.

9. DOCUMENTS AND INFORMATION

Ownership of documents

In this Section 9:

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

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

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

It is our practice to destroy documents belonging to us after they are more than seven (7) years old. Your acceptance of these Terms includes your consent for us to destroy any documents that strictly belong to you which have been filed amongst our own papers.

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

Lien over documents

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

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

10. DISPUTE RESOLUTION

In the event that any disagreement, dispute or claim arises among the parties hereto with respect to the enforcement or interpretation of the Services Contract or any specific terms and provisions hereof or with respect to whether an alleged breach or default hereof has or has not occurred (collectively, a “Dispute”), such Dispute shall be settled in accordance with the following procedures:

In the event of a Dispute among the parties hereto, a party may give written notice to all other parties setting forth the nature of such Dispute (the “Dispute Notice”). The parties shall meet and confer to discuss the Dispute in good faith within ten (10) days following the other parties’ receipt of the Dispute Notice in an attempt to resolve the Dispute. All representatives shall meet at such date(s) and time(s) as are mutual convenient to the representatives of each participant within the Meet and Confer Period (as defined herein below).

If the parties are unable to resolve the Dispute within thirty (30) days following the date of receipt of the Dispute Notice by the other parties (the “Meet and Confer Period”), then the parties shall attempt in good faith to settle the Dispute through nonbinding mediation under the Rules of Practice and Procedures (the “Rules”) of Judicial Arbitration and Mediation Services, Inc. (“JAMS”) or, if JAMS is not in existence or otherwise unable to conduct the mediation, under the then-current Commercial Rules of the American Arbitration Association. A single disinterested third-party mediator shall be selected by JAMS in accordance with its then-current Rules. The parties to the Dispute shall share the expenses of the mediator and the other costs of mediation on a pro rata basis.

Any Dispute which cannot be resolved by the parties within sixty (60) days following the end of the Meet and Confer Period shall be resolved by final and binding arbitration (the “Arbitration”). The Arbitration shall be initiated and administered by and in accordance with the then current Rules of JAMS, or if JAMS is not in existence or otherwise unable to conduct the Arbitration, with the then current Commercial Rules of the American Arbitration Association. The Arbitration shall be held in the jurisdiction where the services are rendered unless the parties mutually agree to have such proceeding in some other locale without regard to conflicts of law principles; the exact time and location shall be decided by the arbitrator(s) selected in accordance with the then-current Rules of JAMS. The arbitrator(s) shall apply the substantive law of the state in which the services are rendered (“Relevant State”), without regard to conflicts of law principles, or federal substantive law where state law is preempted. Civil discovery for use in such Arbitration shall be conducted in accordance with the provisions of the law of the Relevant State that would apply if the matter were being litigated in a Superior Court of the Relevant State. The arbitrator(s) selected shall have the power to enforce the rights, remedies, duties, liabilities and obligations of discovery by the imposition of the same terms, conditions and penalties as can be imposed in like circumstances in a civil action by a court of competent jurisdiction of the Relevant State. The provisions of the law of the Relevant State governing discovery in a civil action filed in Superior Court of the Relevant State (including without limitation depositions) are incorporated herein by reference and made applicable to this Agreement. The arbitrator(s) shall have the power to grant all legal and equitable remedies provided by the law of the Relevant State and award compensatory damages provided by the law of the Relevant State, except that punitive damages shall not be awarded. The arbitrator(s) shall prepare in writing and provide to the parties an award including factual findings and the legal reasons on which the award is based. The arbitrator(s) shall not have the power to commit errors of law or legal reasoning. Any judicial review of the arbitrator(s) decision shall be governed by the relevant law of the Relevant State except that the parties expressly grant the Superior Court of the Relevant State the authority to correct errors of law, and modify the ruling of the arbitrator(s) to avoid errors of law. The prevailing party in any Arbitration hereunder shall be awarded reasonable attorneys’ fees, expert and non-expert witness costs and any other expenses incurred directly or indirectly with said Arbitration, including without limitation the fees and expenses of the arbitrator(s).

11. RECORD KEEPING

All records relevant to the preparation of an income tax return must be retained by a taxpayer for the period required by the IRS and applicable state and local tax authorities.

Taxpayers must satisfy minimum standards of reasonable care and demonstrate “reasonably arguable positions” in relation to contentious issues in order to minimize penalty exposures. Any work papers and research papers prepared to support amounts documented in the return must be sufficiently documented.

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

12. COMMUNICATIONS

From time to time, Kelly+Partners may communicate with you or provide you with certain documents, notices, disclosure or statements (collectively, “Documents”) by electronic means. Unless you notify us otherwise, you consent to receiving such communication or Documents by electronic means, including the delivery of documents by DocuSign or similar system.

During our performance of the Services we may wish to send messages and/or Documents to each other by e-mail. As e-mail carries with it the possibility of inadvertent misdirection, or non-delivery of confidential material, unless you notify us otherwise you consent to the use of e-mail in accordance with this section.

Where messages are sent by e-mail, we will adopt the following procedures and require you to do likewise:

• If sending a confidential e-mail message, the sender will indicate if a response is not wanted in an electronic form. All risks connected with sending by e-mail commercially sensitive information relating to your business are borne by you and are not our responsibility. If you do not accept this risk, you should notify us in writing that e-mail is not an acceptable means of communication.
  
  
• Both parties will carry out procedures to protect integrity of data, in particular, it is the recipient’s responsibility to carry out a virus check on any attachments before launching any documents, whether received on disk or otherwise.

13. EXCLUSIVITY

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

14. PRIVACY OF PERSONAL INFORMATION

Collection and use of personal information

The Kelly Partners Group Privacy Policy (which is observed by Kelly+Partners and each Office in the Kelly Partners Group) sets out how we collect, hold, use and disclose your personal information. It further sets out procedures for accessing and correcting your personal information. Kelly+Partners collects, holds, uses and discloses your personal information for the following reasons:

• To review your ongoing needs;
• To enhance customer service and product options;
• To provide information and opportunities that we may believe are relevant to your financial needs;
• To respond to your requests or queries;
• To maintain contact with you;
• To notify you of seminars and other events;
• For administrative purposes;
• To conduct surveys and seek your feedback; and
• To meet any regulatory requirements.

The type of personal information we may collect includes your name, address, date of birth, place of birth, telephone number, email address and financial information, where relevant for the provision of the Services to you.

Please review our Privacy Policy for further information at https://www.kellypartners.com.au/en-us/privacy-policy.

You acknowledge that you have read and understood our Privacy Policy and you agree to us collecting, storing, using, correcting, disclosing and otherwise handling your personal information for the purposes of providing the Services to you and/or for any other purpose set out in the Privacy Policy or otherwise in accordance with law.

Disclosure of personal information

To provide the Services, we may disclose your personal information to our business partners and associates and to third parties engaged to perform administrative or other services. Any disclosure is always on a confidential basis. We may also disclose your personal information if required or authorized by law. By accepting these Terms, you consent to us disclosing your personal information to our business partners and associates and to third parties when required by us to complete the Services.

15. FORCE MAJEURE

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

16. ACQUIRED entities

The terms set out in this Section of the Terms apply:

• where Kelly+Partners has acquired the business of another accounting firm (the “Predecessor Business”); and
• you were a client of the Predecessor Business.

This Section 18 of the Terms will apply until you sign an Engagement Letter which expressly states that this section no longer has application.

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

If no Engagement Letter or Confirmation Letter has been issued in relation to an assignment, our fees will reflect time spent and such other factors as complexity, monetary values involved, specialist input required and the urgency of the matter. Sales or any other applicable tax will be added to each invoice and is not included as part of our fees.

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

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

17. GENERAL

Entire Agreement

The Services Contract sets out the entire agreement and understanding between you and us relating to the Services. Without affecting Kelly+Partners responsibilities for other services it is engaged to perform on terms agreed separately in writing, the Services Contract replaces and supersedes any previous agreements, proposals, correspondence, understandings or other arrangements, statements or representations whether written or oral as to any facts or matters relating to you or to Kelly+Partners or the Services. The Services Contract binds and benefits the respective successors, inheritors, assigns, and personal representatives of the parties, except as otherwise provided herein. All notices required under the Services Contract must be in writing and delivered to the address provided by the party receiving such notice. A notice may be delivered: in person, by certified mail, or by nationally recognized overnight courier. The Services Contract may be executed in any number of counterparts, each of which shall be deemed an original, but all which shall together constitute one and the same instrument.

Engagement Letter to take Precedence

In the event of any inconsistency between the Engagement Letter and any other elements of the Services Contract, the Engagement Letter will prevail. If there is any inconsistency between any Engagement Letter or Confirmation Letter, the Confirmation Letter will prevail.

Severability

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

Assignment

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

Auditor Independence

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

Notices to produce documents

If we receive any legally enforceable notice or demand issued by a third party, including any government statutory body or instrumentality, or any court or tribunal in relation to or in connection with the Services you agree to pay our reasonable professional costs and expenses (including reasonable attorneys’ fees) in complying with or challenging any such notice or demand to the extent that our costs and expenses are not recovered or recoverable from the party issuing the notice or demand.

Governing law

The Services Contract and all matters, proceedings, and disputes arising from or relating to this Services Contract, including the transactions contemplated herein and the parties' respective rights (whether in contract, tort, or otherwise), will be governed by and construed in accordance with the law of the state in which the services are rendered, without regard to conflicts of laws principles. Any and all proceedings arising from or relating to this Services Contract will be resolved exclusively in the state and federal courts in the jurisdiction in which the services are performed. Each party hereby consents to the exclusive jurisdiction of such courts and waives any objections it may have to the convenience of such forum.