Effective Date: 1 November 2025 | Last Updated: 4 November 2025

These Terms and Conditions ("Terms", "Agreement") constitute a legally binding agreement between you ("Client", "you", "your") and SimplyBooks Pty Ltd ABN 35 688 753 577 ("SimplyBooks", "we", "us", "our") governing the provision of bookkeeping, accounting and related professional services. By signing a service agreement, issuing a purchase order, or otherwise engaging our services, you acknowledge that you have read, understood and agree to be bound by these Terms.

1. Definitions & Interpretation

In these Terms:

• "Services" means the bookkeeping, accounting, BAS/IAS preparation, accounts receivable/payable management, payroll processing, CFO advisory, management reporting, and related services as described in the Service Agreement or proposal
• "Service Agreement" means the written agreement, proposal, or statement of work executed between the Client and SimplyBooks
• "Deliverables" means reports, financial statements, BAS/IAS lodgements, management packs, and other outputs prepared by SimplyBooks
• "Client Data" means all information, documents, records, and data provided by or on behalf of the Client
• "Confidential Information" means all non-public information disclosed by either party
• "Fees" means the charges for Services as set out in the Service Agreement

2. Services & Scope

2.1 Service Delivery: SimplyBooks provides professional bookkeeping and accounting services to Australian businesses. Services are delivered through our Australian-managed operations and offshore delivery teams located in Sri Lanka, utilizing cloud-based accounting platforms and secure communication channels.

2.2 Scope of Services: The specific services to be provided are set out in the Service Agreement. Our services may include but are not limited to:

• Daily bookkeeping and transaction processing
• Bank and credit card reconciliation
• Accounts receivable and accounts payable management
• BAS and IAS preparation (lodgement subject to engagement of registered tax agent)
• Payroll processing and STP reporting
• Monthly, quarterly and annual management reporting
• CFO advisory services including budgeting, forecasting and KPI dashboards
• Data processing and financial analytics

2.3 Limitations: Unless expressly agreed in writing, SimplyBooks does not provide:

• Tax advice or tax return preparation (we coordinate with licensed tax practitioners)
• Legal, audit or assurance services
• Financial product advice or investment recommendations
• Registered company secretary or governance services

2.4 Not a Registered Tax Agent: SimplyBooks is not a registered tax agent or BAS agent under the Tax Agent Services Act 2009 (Cth). Where BAS/IAS lodgement is required, we prepare documents for review and lodgement by a registered tax agent engaged by you or in partnership with SimplyBooks.

3. Service Scope & Engagement

3.1 Engagement Process: Services commence upon execution of a Service Agreement or acceptance of a proposal. The Service Agreement will specify:

• Scope of services and deliverables
• Fees, payment terms and invoicing schedule
• Service level expectations and response times
• Term and termination provisions

3.2 Scope Changes: Any changes to the agreed scope of Services must be requested in writing and are subject to our acceptance. Scope changes may result in additional fees and timeline adjustments, which will be communicated in advance.

3.3 Conflicts of Interest: We reserve the right to decline or terminate an engagement where we identify an actual or potential conflict of interest, where we are unable to maintain independence, or where provision of Services would breach our professional or legal obligations.

4. Client Responsibilities & Obligations

4.1 Information Provision: You agree to:

• Provide accurate, complete, and timely information and source documents
• Notify us immediately of any errors, omissions or changes to previously provided information
• Ensure all bank feeds, invoices, receipts and supporting documentation are provided in accordance with agreed timelines
• Respond to requests for clarification or additional information within 2 business days (or as otherwise agreed)

4.2 System Access: You agree to grant and maintain:

• Read and write access to your accounting software (Xero, MYOB, QuickBooks or other agreed platform)
• Bank feed access or provision of bank statements
• Access to payroll systems, STP lodgement portals and relevant ATO systems
• Secure file sharing and collaboration tools as agreed

4.3 Review & Approval: You are responsible for:

• Reviewing all Deliverables (including BAS, IAS, financial reports, payroll outputs) prior to lodgement, distribution or use
• Providing written approval or identifying errors within the timeframe specified in the Service Agreement
• Understanding that we cannot lodge BAS/IAS or make payments on your behalf without your express authorization

4.4 Record Keeping: You remain responsible for compliance with all record-keeping obligations under the Corporations Act 2001 (Cth), taxation legislation and other applicable laws. We provide Services to assist with this compliance but ultimate responsibility rests with you.

5. Fees & Payment

5.1 Fee Structure: Fees are as specified in the Service Agreement and may be structured as:

• Monthly retainer (fixed fee for defined scope)
• Hourly rates (for ad-hoc or variable scope services)
• Project-based fees (for one-off engagements)
• Hybrid arrangements combining the above

5.2 Invoicing & Payment Terms:

• Invoices are issued monthly in arrears (or as otherwise agreed) via email
• Payment is due within 14 days of invoice date unless otherwise specified
• Payment may be made by EFT, credit card, or other agreed method
• All fees are exclusive of GST; GST will be added where applicable

5.3 Late Payment: Overdue invoices may incur:

• Interest at a rate of 2% per month (or part thereof) on the outstanding amount
• Suspension of Services until payment is received
• Recovery costs including debt collection and legal fees

5.4 Fee Adjustments: We reserve the right to adjust Fees on 30 days' written notice. Adjustments may reflect changes in scope, CPI increases, or other commercial factors. You may terminate the Service Agreement within 14 days of receiving notice of a fee increase.

5.5 Expenses: Unless otherwise agreed, out-of-pocket expenses (software subscriptions, registered agent fees, etc.) are your responsibility and will be invoiced separately or reimbursed.

6. Confidentiality & Data Security

6.1 Confidential Information: Each party agrees to:

• Keep confidential all Confidential Information disclosed by the other party
• Use Confidential Information only for the purpose of performing or receiving the Services
• Not disclose Confidential Information to third parties without prior written consent (except as required by law or to professional advisors bound by confidentiality)
• Return or destroy Confidential Information upon request or termination

6.2 Data Ownership: You retain all ownership rights in Client Data. We claim no ownership or proprietary interest in your financial records, source documents, or business information.

6.3 Security Measures: We implement industry-standard security controls including:

• 256-bit encryption for data in transit and at rest
• Multi-factor authentication (MFA) for all system access
• Secure VPN connections for offshore team members
• Role-based access controls and principle of least privilege
• Regular security awareness training for all staff
• Secure file sharing via encrypted cloud platforms (SharePoint, Dropbox Business, etc.)
• ISO 27001-aligned information security management practices

6.4 Data Breach Notification: In the event of a suspected or actual data breach affecting your Confidential Information or Client Data, we will notify you within 72 hours and provide details of the breach, impact assessment, and remediation steps taken.

6.5 Privacy Compliance: We handle personal information in accordance with the Privacy Act 1988 (Cth) and Australian Privacy Principles. Our Privacy Policy is available on our website and forms part of these Terms.

6.6 Offshore Processing: You acknowledge and consent to Client Data being accessed, processed and stored by our offshore team members located in Sri Lanka, subject to the security measures outlined above.

7. Professional Standards & Compliance

7.1 Standards & Quality: We deliver Services in accordance with:

• Australian Accounting Standards (where applicable)
• Relevant ATO guidance and rulings
• Fair Work Act 2009 (Cth) requirements for payroll services
• Accepted industry practices and professional standards

7.2 Professional Indemnity Insurance: We maintain professional indemnity insurance with coverage of not less than $5 million per claim and $10 million in aggregate, in accordance with industry standards.

7.3 Quality Assurance: All Deliverables are subject to internal quality review by qualified accounting professionals before release to you. Complex or high-risk matters are escalated to senior Australian-based accountants for additional oversight.

7.4 Regulatory Limitations: We are not registered tax agents, BAS agents, or financial advisors. Where regulatory registration is required (e.g., BAS lodgement, tax return preparation), we:

• Prepare documentation for review and lodgement by a registered agent engaged by you
• Partner with licensed practitioners who accept responsibility for lodgement
• Clearly communicate the limits of our authority and your obligations

8. Limitation of Liability & Indemnity

8.1 Liability Cap: To the maximum extent permitted by law, our total aggregate liability to you for any and all claims arising out of or in connection with these Terms or the Services (whether in contract, tort, negligence, breach of statutory duty or otherwise) is limited to the lesser of:

• The Fees paid by you to SimplyBooks in the 12 months immediately preceding the event giving rise to the claim; or
• $50,000 AUD

8.2 Exclusion of Consequential Loss: To the maximum extent permitted by law, we exclude all liability for:

• Loss of profits, revenue, business, contracts, or anticipated savings
• Loss of goodwill or reputation
• Loss of or corruption to data
• Indirect, special, incidental, punitive or consequential loss or damage

8.3 Client-Caused Errors: We are not liable for errors, penalties, interest, or other consequences arising from:

• Inaccurate, incomplete, or late provision of information by you
• Failure by you to review and approve Deliverables before use or lodgement
• Delays in your response to our requests for information or clarification
• Your failure to comply with tax, superannuation, payroll or other statutory obligations

8.4 Third Party Acts: We are not liable for failures or delays caused by third parties including accounting software providers, banks, the ATO, internet service providers, or other external systems beyond our reasonable control.

8.5 Statutory Rights: Nothing in these Terms excludes, restricts or modifies any consumer guarantee, right or remedy conferred by the Australian Consumer Law or other applicable law that cannot lawfully be excluded. Our liability for breach of a non-excludable consumer guarantee is limited (where permitted) to:

• For goods: replacement, repair, or payment of the cost of replacement or repair
• For services: resupply of the services or payment of the cost of resupply

8.6 Indemnity: You indemnify and hold harmless SimplyBooks, its directors, officers, employees and contractors from and against all claims, losses, damages, costs and expenses (including legal fees) arising from:

• Your breach of these Terms
• Your use of Deliverables in a manner inconsistent with our advice or recommendations
• Claims by third parties arising from your business operations or financial affairs
• Your negligence, wilful misconduct or breach of law

9. Intellectual Property

9.1 SimplyBooks IP: All intellectual property rights in our methodologies, processes, templates, systems, software, know-how, and other materials developed or used by SimplyBooks in providing the Services ("SimplyBooks IP") remain the exclusive property of SimplyBooks.

9.2 Client Data: You retain all ownership rights in Client Data, source documents, financial records, and business information provided to us.

9.3 License to Deliverables: We grant you a non-exclusive, non-transferable, royalty-free license to use Deliverables (financial reports, management packs, dashboards, etc.) for your internal business purposes. You may not resell, redistribute or commercialize Deliverables without our prior written consent.

9.4 Use of Client Name: We may reference you as a client in our marketing materials, case studies, or client lists (without disclosing Confidential Information) unless you notify us in writing that you object to such use.

10. Term & Termination

10.1 Term: The Service Agreement commences on the date specified and continues until terminated in accordance with these Terms.

10.2 Termination for Convenience: Either party may terminate the Service Agreement by providing 30 days' written notice to the other party.

10.3 Termination for Cause: Either party may terminate immediately by written notice if:

• The other party commits a material breach of these Terms and fails to remedy the breach within 14 days of receiving written notice
• The other party becomes insolvent, enters administration, or ceases to carry on business
• Continued performance would cause a party to breach applicable law or professional obligations

10.4 SimplyBooks Termination Rights: We may terminate immediately without notice if:

• You fail to pay undisputed Fees within 30 days of the due date
• You fail to provide information or access required to perform the Services
• We identify a conflict of interest or ethical concern that cannot be resolved

10.5 Effect of Termination: Upon termination:

• All outstanding Fees become immediately due and payable
• We will complete any work in progress to a logical stopping point (subject to payment)
• We will provide you with copies of all Client Data and Deliverables within 14 days
• Each party will return or destroy Confidential Information of the other party
• Our obligation to maintain confidentiality survives termination indefinitely
• Accrued rights and obligations (including payment, liability, indemnity) survive termination

10.6 Transition Assistance: Upon reasonable request and subject to payment of additional fees, we will provide transition assistance for up to 30 days following termination to facilitate handover to your new service provider.

11. Dispute Resolution & Governing Law

11.1 Good Faith Negotiation: If a dispute arises, the parties agree to first attempt to resolve it through good faith negotiation. Either party may initiate negotiations by providing written notice describing the dispute.

11.2 Mediation: If the dispute is not resolved within 14 days of the notice, either party may refer the matter to mediation administered by the Australian Disputes Centre (or other mutually agreed mediator). The parties will share the costs of mediation equally.

11.3 Litigation: If mediation is unsuccessful or a party declines to participate, either party may commence legal proceedings.

11.4 Governing Law: These Terms are governed by the laws of New South Wales, Australia. Each party irrevocably submits to the exclusive jurisdiction of the courts of New South Wales and courts of appeal from them.

11.5 Continuity of Services: Except where termination has occurred, each party will continue to perform its obligations under these Terms during any dispute resolution process.

12. General Provisions

12.1 Entire Agreement: These Terms, together with the Service Agreement and any other documents expressly incorporated by reference, constitute the entire agreement between the parties and supersede all prior negotiations, representations, and agreements.

12.2 Amendment: We may update these Terms from time to time. Material changes will be communicated to you with at least 30 days' notice. Continued use of our Services after the effective date of changes constitutes acceptance. You may terminate the Service Agreement if you do not accept the changes.

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

12.4 Waiver: No failure or delay by either party in exercising any right or remedy constitutes a waiver of that right or remedy. A waiver of any breach does not constitute a waiver of any subsequent breach.

12.5 Assignment: You may not assign, transfer or novate your rights or obligations under these Terms without our prior written consent. We may assign our rights and obligations to an affiliate or in connection with a sale of business.

12.6 Relationship: Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship between the parties. Each party is an independent contractor.

12.7 Force Majeure: Neither party is liable for failure or delay in performance due to causes beyond its reasonable control including acts of God, war, terrorism, pandemic, government restrictions, natural disasters, or telecommunications failures.

12.8 Survival: Provisions relating to fees, confidentiality, intellectual property, limitation of liability, indemnity, and governing law survive termination or expiry of these Terms.

13. Privacy & Data Handling

13.1 Privacy Compliance: We collect, use, store, and disclose personal information in accordance with the Privacy Act 1988 (Cth) and the Australian Privacy Principles (APPs).

13.2 Information We Collect: We may collect personal information including names, contact details, financial information, employment details (for payroll), and other information necessary to provide the Services.

13.3 Purpose of Collection: We collect and use personal information solely for the purpose of:

• Providing bookkeeping, accounting, and related Services
• Communicating with you about the Services
• Complying with legal and regulatory obligations
• Managing our business relationship with you

13.4 Disclosure: We may disclose personal information to:

• Our offshore team members in Sri Lanka who assist in delivering Services
• Cloud service providers (accounting software, file storage, communication platforms)
• Registered tax agents and professional advisors engaged in connection with the Services
• Government agencies as required by law (ATO, Fair Work, etc.)

13.5 Overseas Disclosure: By engaging our Services, you consent to the disclosure of personal information to our team members located in Sri Lanka, subject to the security measures outlined in clause 6.

13.6 Privacy Policy: Our full Privacy Policy is available at www.simplybooks.au/privacy-policy and provides further details on how we handle personal information, your rights, and how to make a privacy complaint.

14. Notices & Communication

14.1 Notice Requirements: All notices, requests, consents and other communications under these Terms must be in writing and may be given by:

• Email to the address specified in the Service Agreement (or as subsequently notified)
• Registered post to the address set out below
• Hand delivery to the address set out below

14.2 SimplyBooks Contact Details:

SimplyBooks Pty Ltd
ABN: 35 688 753 577
Address: Unit 1 / 27 Dilke Road, Padstow Heights NSW 2211, Australia
Email: info@simplybooks.au
Phone: +61 451 845 206

14.3 Deemed Receipt: A notice is deemed received:

• If sent by email: at the time of transmission (unless sent after 5pm or on a non-business day, in which case on the next business day)
• If sent by registered post: 3 business days after posting
• If hand delivered: upon delivery

15. Acknowledgment & Acceptance

By signing a Service Agreement, accepting a proposal, making payment for Services, or otherwise engaging SimplyBooks, you acknowledge and agree that:

• You have read and understood these Terms and Conditions in full
• You accept and agree to be bound by these Terms
• You have the authority to enter into these Terms on behalf of your business (if applicable)
• You consent to the offshore processing of Client Data as described in these Terms
• You understand the limitations on our services, particularly relating to tax agent services and regulatory matters

16. Questions or Concerns

If you have any questions about these Terms and Conditions, our Services, or your obligations, please contact us:

Email: info@simplybooks.au
Phone: +61 451 845 206
Address: Unit 1 / 27 Dilke Road, Padstow Heights NSW 2211, Australia

IMPORTANT: These Terms and Conditions form a legally binding agreement. If you do not understand any provision or require clarification, please seek independent legal advice before engaging our Services. By using our Services, you confirm that you have read, understood, and agree to be bound by these Terms and Conditions.