anthem Partners

Our Standard Terms +

Conditions of Business

1.0 BACKGROUND & GENERAL TERMS

1.1 These terms, together with our engagement letter (“Agreement”), apply to all work we carry out for you, unless we agree otherwise in writing.

1.2 The services we have agreed to provide to you are described in our engagement letter.

1.3 If there are any differences between these terms and the engagement letter, the engagement letter shall prevail to the extent of those differences.

1.4 ‘We’ or ‘us’ means Anthem Partners Limited, Anthem Partners Trustees Limited, or Anthem Partners. 'Engaging parties' means 'you' and the

entities and individuals listed in the engagement letter.

1.5 The Agreement contains the entire understanding between you and us in relation to the delivery of our services and supersedes any previous

agreements, understandings, or representations (whether oral or written).

1.6 You can accept the Agreement by signing a copy of the engagement letter where indicated and returning it to us or, if there are delays in signing

the engagement letter, by continuing to instruct us in relation to our services.

1.7 The Agreement is governed by the laws of New Zealand and each party irrevocably and unconditionally submits to the non-exclusive jurisdiction of

the courts of New Zealand.

1.8 The Agreement does not affect any statutory right you may have irrespective of any term of your agreement with us.

1.9 No statement or representation that we have made to you that is not recorded in the Agreement shall form part of the contract between us.

1.10 If any provision of the engagement letter or these terms is void, that provision will be severed and the remainder will continue to apply. If there is

any conflict between the engagement letter and these terms, these terms will prevail.

2.0 ADVICE AND SERVICES PERFORMED

2.1 Our final advice will be provided to you in writing. You may not rely on any advice given orally, in draft, or on an interim basis.

2.2 You agree not to:

- use our services or advice other than for the purpose for which they were sought disclose, to any other person, any advice or opinion we give

you: or

- use our name in connection with any offering document, financial statement, report, or other public document, without our prior written

consent.

2.3 Unless otherwise stated in the engagement letter, any timeframe for the provision of services is provided for indicative purposes only.

2.4 Our duties are limited to you only. They do not extend to any associated persons, such as shareholders, related companies, directors or employees,

or family members. Where both spouses/partners are listed on the engagement letter we will advise you on the basis that you are a family unit

with shared interests. We may deal with either of you and may discuss with either of you the affairs of the other. If you want to change these

arrangements please let us know.

2.5 Where we have been engaged by more than one person or entity, each engaging person shall be bound by these terms including joint and several

liability for the payment of our fees and other charges. Further, the limitation of Anthem Partners’ liability agreed in clause 11.2 shall apply, as a

total aggregate limitation, to all engaging parties.

3.0 CONFLICTS OF INTEREST

3.1 We have put in place procedures to identify and discuss conflicts of interest. Should a conflict of interest arise, we will advise you and discuss an

appropriate solution.

4.0 YOUR AGREEMENTS

4.1 You agree to provide us promptly with any information or assistance that we reasonably require to perform the agreed services, including access to

your premises, staff, records, information technology and other systems.

4.2 We are entitled to assume the accuracy and completeness of any information which you give us or which anyone else gives us on your behalf.

4.3 You must notify us promptly if any information you have given us becomes incorrect or misleading (or potentially so). You must take reasonable

steps to correct any communication or document that refers to or is based upon any such information.

5.0 PAYMENT

5.1 Our fees, or the basis upon which our fees will be calculated, will be set out in the engagement letter or in a separate fee schedule or letter.

5.2 We may, in addition to our professional fees, incur additional costs or make payments to third parties on your behalf. These costs may include third

party charges, such statutory advertising, research costs, photocopying, couriers, online search fees, mileage and toll/mobile charges. We reserve

the right, and you agree to us charging you for these costs if required. We will charge airfares, accommodation and other more substantial out-ofpocket

expenses separately.

5.4 Unless otherwise stated in our engagement letter, you agree to pay our fees and other charges by the 20th of the month following receipt of our

invoice. All fees and other charges are exclusive of GST.

5.5 If any amount you owe us is more than ten days overdue, we may:

- charge you interest at the rate of 6% above the 90-day bank bill rate

- suspend our services (including any subscription to software); and

- exercise a lien over any of your documents that are in our possession.

5.6 You agree to cover all costs (including our legal costs) incurred by us in recovering amounts outstanding under the Agreement.

5.7 If we are required (by subpoena or otherwise) to produce documents or to participate in any judicial or administrative proceedings to which

we are not a party (in connection with our work for you). You will reimburse our costs, as they are incurred, at the standard billing rates of

our directors and staff. You will also pay our reasonable legal expenses.

6.0 CLIENT MONEY

6.1 We maintain a trust account for dealing with client monies on their behalf. We can only accept money into our trust account on your behalf

if you have provided us with a written trust account authority letter which details the authority given to us in relation to that trust money.

We may need to undertake further client due diligence to comply with our obligations under the AML Act. We may not be able to process a

transaction if the required information is not provided.

7.0 INTELLECTUAL PROPERTY

7.1 We own all work product and intellectual property rights in regards our services.

7.2 We grant you a non-exclusive, non-transferable, royalty-free licence to use our intellectual property rights in our services for any use or

purpose set out in the engagement letter or as otherwise agreed by us in writing.

7.3 The Agreement does not affect the ownership of your intellectual property rights or confidential information. Material that you provide to us

remains yours and will be returned to you when the engagement is completed. Work papers that we create remain our property.

7.4 Our work may involve the collection of personal information relevant to or incidental to the engagement. Any such information will be held

at our offices and will be retained for as long as may be relevant to the engagement, and, except where otherwise noted in this letter, will

only be used or disclosed for purposes related to the engagement. Individuals concerned will be able to contact us to access information

held concerning them and, if necessary, seek correction to that information.

7.5 We will store accounting information and tax records that we hold on your behalf for a period of seven years after the applicable balance

date. At the end of that period, unless you write requesting, they be forwarded to you, the records will be destroyed using a secure

document destruction service.

8.0 CONFIDENTIALITY

8.1 We will hold in strict confidence and protect all confidential information that we acquire during the course of our engagement.

8.2 You agree to hold in strict confidence any confidential or proprietary information belonging to us.

8.3 We will not disclose your confidential information to any other person unless:

- you instruct us to do so

- we are required by law or a relevant regulatory authority to do so; or

- such disclosure is made for the purpose of complying with Anthem Partners’ internal quality assurance processes.

9.0 PRIVACY

9.1 We may collect, store, use and disclose your personal information for the purposes of providing the services described in the engagement

letter to you and to comply with our obligations in section 3 above and in accordance with the disclosure exceptions outlined in section 10

below . We will comply with the Privacy Act 2020 when collecting, storing, using and sharing your personal information. Our Privacy Policy

provides further details of our privacy practices and our obligations to you.

10.0 DISCLOSURE PERMISSIONS

10.1 In accepting this engagement, you provide us with your express consent to disclose your information to:

- our service providers or regulatory bodies to the extent required to perform our services in respect to this engagement;

- our professional advisors or insurers to the extent required to protect our interests in respect to this engagement;

- our external peer reviewer to the extent required to review this engagement.

We will take reasonable steps to ensure any such recipient (other than a regulatory body) keeps such information confidential on the same

basis we maintain in respect to your information (see clause 10).

11.0 PROFESSIONAL OBLIGATIONS

11.1 We are required to comply with all applicable by-laws, rules, regulations, professional and ethical standards and guidelines of chartered

Accountants Australia and New Zealand and the New Zealand Institute of chartered Accountants (NZICA).

11.2 These requirements include the NZICA Code of Ethics, which among other things contains confidentiality requirements. In accordance with

these requirement, we will not disclose information we obtain in the course of this engagement to other parties, without your express

consent, except as required by:

- laws and regulations (for example, disclosures required under the Anti-Money Laundering and Countering Financing of Terrorism Act

2009 (including to a third party auditor) and as required by the Common Reporting Standard)

- professional obligations including:

- the provisions of the NZICA Code of Ethics that apply if we become aware of actual or potential ‘non-compliance with laws and

regulations’ (NOCLAR). Where any such non-compliance poses substantial harm (such as adverse consequences to investors, creditors,

employees or the public), we may be required to disclose the matter to an appropriate level of management or those charged with

governance and/or an appropriate authority.

- the provisions of the NZICA Rules and Professional Standards that subject us to practice review, trust account audits, investigations and

disciplinary procedures. These rules require us to disclose to NZCIA, its practice reviewers and/or its disciplinary bodies our files and

workpapers including client information. In accepting this engagement you acknowledge that, if requested, our files related to this

engagement, may be made available to NZICA, its practice reviewers and/or its disciplinary bodies. Employees and contractors of NZICA

are also bound by confidentiality under contract and by the NZICA Code of Ethics.

12.0 ELECTRONIC TRANSMITTAL AND COMMUNICATIONS

12.1 You must advise of any changes to your contact details. We may send communications to the last contact details you have provided. Unless

you instruct us otherwise we may, where appropriate, communicate with you and with third parties via email or by other electronic means.

The recipient is responsible for virus checking emails and any attachments.

12.2 There is a risk of non-receipt, delayed receipt, inadvertent misdirection or interception by third parties in any form of communication,

whether electronic, postal or otherwise. We are nor responsible for any such matters beyond our control. We do not represent or warrant

that our electronic services or communications will always be accurate, complete, confidential and secure.

13.0 OUR TEAM

13.1 You shall not, directly or indirectly, solicit the employment of any of our directors, employees or contractors as the case may be, involved in

performing the services while the services are being performed or for a period of six months following their completion or following

termination of the services agreement, without our prior written consent. Provision of our consent may, at our sole discretion, require a

recruitment fee being payable to us by you of no less than 25 per cent of the annualised remuneration package offered by you.

14.0 RETURN OF YOUR INFORMATION

14.1 Upon completing the agreed services and payment of our fees and other charges, at your request we will return your documents to you. We

may retain one file copy of any information we return.

14.2 Subject to any legal obligation to retain them, we may destroy the records relating to our services (including your documents) in accordance

with our standard document retention procedures.

14.3 If your annual accounting affairs at some time in the future are handled by you or another accountant, we will make available such

information regarding your affairs that is essential to enable you or your new accountant to perform the services we previously provided

including any Xero subscriptions held by us.

15.0 LIMITATION OF OUR LIABILITY TO YOU

15.1 The limitations of liability in this section apply to the maximum extent permitted by law and for the benefit of Anthem Partners, its directors,

staff and contractors.

15.2 If we breach any duty we owe you, our liability will be limited to three times the amount of the professional fees you have paid to Anthem

Partners for performing the services under the Agreement.

15.3 You agree to release us from all claims arising out of or in connection with our services to the extent that our liability to you would otherwise

exceed this amount.

15.4 The limitation of liability in clause 11.2 will apply:

- to any claim whatsoever that you may have against us; and

- to any kind of loss or damage you may suffer including, but not limited to, indirect and consequential losses (for example, loss of

revenue, loss of profit or increased operating costs).

15.5 Any claim you may have against us (whether based upon negligence or breach of a contractual. statutory or other duty) will be further limited

to the extent that you or anyone acting for you has contributed in any way to any loss or damage you have suffered.

16.0 YOUR INDEMNITY TO US

16.1 The indemnity in this section applies to the maximum extent permitted by law and for the benefit of Anthem Partners, its directors, staff and

contractors.

16.2 You agree to indemnify us against any, and all, costs, expenses or liabilities we incur to any person:

- in relation to any claim against us (including, but not limited to, any claim by a third party) arising from or connected with any breach of

your obligations to us; and/or

- by relying on any information provided to us by you or on your behalf and which is false, misleading, incomplete, or breaches another

party’s intellectual property, confidentiality or privacy rights.

17.0 KEEPING SAFE

17.1 Both parties agree to comply with their obligations under the Health and Safety at Work Act. 2015 and any applicable regulations.

17.2 The parties agree to consult, coordinate and cooperate with each other whenever they share a health and safety duty in relation to the same

person or subject matter.

17.3 Each party will adopt and implement a health and safety policy, which shall take priority at its workplace.

17.4 Each party agrees that its staff and contractors will follow the other party’s health and safety policy when visiting the other party’s workplace.

17.5 You will provide Anthem Partners staff and contractors with an appropriate health and safety briefing whenever Anthem Partners staff and

contractors are required to visit your workplace.

18.0 RESOLVING PROBLEMS & DISPUTES

18.1 If you are unsatisfied with our response to your complaint, both parties will attempt to resolve the dispute in good faith by senior level

negotiations.

18.2 If the dispute is not resolved through negotiations, both parties will attempt to resolve the dispute through mediation or some other form of

alternative dispute resolution.

18.3 Any dispute or difference arising out of or in connection with the Agreement, including any question regarding its existence, validity or

termination, shall be referred to and finally resolved by arbitration in accordance with New Zealand law.

18.4 The arbitration shall take place in Christchurch, New Zealand, with one arbitrator to be agreed between the parties and if they should fail to

agree within 21 days from the date upon which the dispute arises then to be appointed by the President of the Arbitrators’ and Mediators’

Institute of New Zealand or their nominee.

18.5 The arbitration process (including all documents prepared for or relating to that process) and its outcome shall be confidential.

18.6 You must commence arbitration proceedings against us within three years of the cause of action arising, failing which you hereby agree to waive

any claims relating to the matter in dispute.

18.7 Nothing in this clause 14 shall prevent either party from initiating court proceedings in respect of:

- urgent injunctive, interlocutory or declaratory relief; or

- enforcing any measure or order awarded, by the arbitrator.

18.8 Subject to any award of the arbitrator, each party shall bear its own costs of complying with this clause 14.

19.0 TERMINATION

19.1 You may terminate the Agreement at any time by giving us 30 calendar days’ prior notice in writing.

19.2 Either party may terminate the Agreement immediately in whole or in part by written notice to the other if:

- the other commits a material breach of a provision of the Agreement and does not remedy that material breach within 14 days of receiving

the written notice requesting that it be remedied; or

- the other becomes insolvent.

19.3 We may terminate the Agreement immediately by giving you written notice if:

a. in our reasonable opinion, the continued provision of our services would:

- breach any relevant law, rule, regulation or professional standard;

- bring our reputation into disrepute;

- prejudice our ability to comply with any applicable independence requirement; or

b. expose individuals providing our services to unreasonable physical or personal risk; orb. our services have been suspended for more than 10

days due to non-payment of our fees or charges or a dispute.

19.4 If the Agreement is terminated, you must pay all fees due up to the date of termination as well as all charges incurred up to that date.

19.5 The provisions of the Agreement which expressly or by implication are intended to survive its termination or expiry will survive and continue to

bind both parties.

20.0 ADDRESSING CONCERNS YOU MAY HAVE

20.1 We always welcome your feedback on our services.

20.2 Should you have a complaint or would like to discuss how we can improve our services, please contact the director who has overall responsibility

for the engagement. This person will be identified in the engagement letter. We are committed to investigating and resolving any concerns or

complaints you may have as soon as possible.

In some cases, it may be necessary for us to suspend work until the dispute is resolved.

21.0 TAX ADVICE, FUTURE CHANGES & INTERPRETATION OF THE LAW

21.1 Advice provided by Anthem Partners is limited to New Zealand tax matters. Unless specifically requested to do so, we will not specially consider

other legislative or commercial implications that may arise from the proposal discussed.

21.2 Our tax advice is provided on the basis of current taxation law. This view of the tax law may differ from the view ultimately adopted by the

Inland Revenue Department and the Courts.

21.3 The New Zealand Government is continually undertaking and considering taxation changes. Historically, changes have generally been

prospective. However, there have been recent examples of changes applying retrospectively. The possible retrospective implementation of any

tax change creates an environment of uncertainty that inherently leads to increased risks in placing reliance on tax advice generally.

21.4 Unless instructed by you, advice will not be updated to take account of subsequent changes or even potentially retrospective application of tax

reforms.

21.5 Tax advice and assistance provided pursuant to a request from the entities or individuals listed in the engagement letter will be provided for the

use of those entities and individuals only. Accordingly, neither Anthem Partners nor any director, employee or contractor of Anthem Partners

will undertake responsibility in any way whatsoever to any person or company other than entities and individuals listed in the engagement letter

for any errors or omissions in the advice given.

21.6 In certain circumstances, such as in the instance of an Inland Revenue Department audit, the Inland Revenue Department of New Zealand may

request access to information and work papers and you may be legally able to, pursuant to section 20B of the Tax Administration Act 1994

(“TAA”), prevent such access, however, this is not a restriction on the disclosure of our deliverable documentation for any purpose other than

compliance with section 20B of the TAA.

22.0 ANNUAL ACCOUNTS, TAX RETURNS, AND MANAGEMENT ACCOUNTS COMPILATION

22.1 You will ensure our compilation report is attached to the unaudited information to the extent that it is provided to any third party. You are solely

responsible to users of the financial information we compile. Neither an audit nor review will be conducted and, accordingly, no assurance will

be expressed.

22.2 You will complete the questionnaires or accounting information checklists we provide to you each year or period to elicit all significant

information for the compilation of your financial reports and/or tax returns.

22.3 You will be required to review and approve the final returns and/or reports as applicable for reasonableness and correctness, and you will need

to understand the importance and risks of signing tax returns and other statutory returns as being true and correct statutory records.

22.4 We do not accept any responsibility for the accuracy and completeness of the accounting records and other information you supply to us or for

the reliability, accuracy and completeness of the financial information compiled on the basis of those records and information. We also do not

accept any responsibility for the maintenance of adequate accounting records, an adequate internal control structure and the selection and

application of appropriate accounting policies within your organisation.

23.0 ADVISORY ADVICE AND ASSIGNMENTS

23.1 You will ensure our compilation reports and other disclaimers are attached to the unaudited information to the extent that it is provided to any

third party. You are solely responsible to users of the financial information we compile.

23.2 You agree to provide representations as to the reasonability of any assumptions underpinning prospective or forecast financial information that

we may compile for you.

23.3 Where we are acting in an advisory capacity we do so as an independent advisor to management and/or Board. Our advice will be based on facts

and assumptions provided by you and your advisers. As you will appreciate, inaccurate or incomplete information provided to us could have a

material effect on the conclusions reached. It is therefore important that you provide us with all of the relevant information. Our role is advisor

to management and/or Board, not a member of the board. We will not chair any advisory board meetings although may give guidance on

meeting format, we will not set the agenda although may give guidance and/or contribute to agenda items, we have no right of veto and cannot

instruct management. All decisions of any advisory board rest with the Directors or those charged with Governance. Our attendance at advisory

board meetings should be reflected in the advisory board minutes as "in attendance". All statutory and fiduciary obligations remain with the

Directors and those otherwise charged with governance.

24.0 OTHER LEGAL RESPONSIBILITIES

24.1 You accept responsibility for all consequences arising from infringement notices, infringement fees and any liability arising under Section 41A

and 41B of the Financial Reporting Act 1993, when financial statements are not delivered to the Registrar within 20 days and 5 months of

balance date. The current infringement fee stands at $7,000 per Director. Directors may be subject to further fines or penalties.