Conditions of Engagement

Conditions of Engagement

DISCLOSURE NOTICE

The following disclosures are provided for your information before you proceed:

(a) If you have been referred to Herron Todd White by an accountant or other professional adviser (a Referring Adviser), that Referring Adviser may receive a referral benefit from Herron Todd White in connection with your order. The nature of this benefit is a referral fee. Details of this arrangement are set out in clause 18.

(b) These Conditions of Engagement contain terms that limit or exclude the liability of Herron Todd White. Please read clauses 13 and 21 carefully.

(c) Herron Todd White does not provide tax, legal or financial advice. You should satisfy yourself that the product tier you select is appropriate for your purposes. See clause 16.

(d) You may cancel your order at any time before the Report has been completed and issued. Cancellation charges reflecting Herron Todd White’s reasonable costs may apply. See clause 8.

(e) If you have been referred by a Referring Adviser, your completed Report will not be shared with that adviser unless you provide separate, express consent. See clause 19.

1. Use & Reliance

(a) Reports are prepared for the private and confidential use of the Client for the Permitted Purpose and subject to any listed Qualifications and disclaimers, but the Client may disclose a Report to an Authority or the Client’s tax adviser for the Permitted Purpose in accordance with clause 4. The Client orders Services through the Platform, and these Conditions of Engagement, together with the Terms and any applicable product-specific terms, govern the supply of the Services and the Client’s use of and reliance on Reports. Any party who is not the Client, or who relies on a Report for a Non-Permitted Purpose, does so at their own risk.

(b) The Client must promptly notify Herron Todd White if they become aware of any unauthorised use of a Report or if it is being used for a Non-Permitted Purpose. The Client also agrees to cooperate with Herron Todd White in mitigating any loss or damage resulting from such unauthorised use..

(c) Any party other than the Client is required to obtain their own Report.

(d) For the reasons described in subclause (f) Reports are current as at the Date of Assessment only.

(e) Subject to subclause (f), Reports are valid for the 90 Day Report Period. For the avoidance of doubt, the expiry of the 90 Day Report Period does not prevent the Client from relying on a Report for the Permitted Purpose to the extent that the Report speaks as at the Date of Assessment.

(f) A Report speaks as at the Date of Assessment only and is not updated for subsequent market movements or changes in circumstances. The value or indicative value assessed within a Report may change significantly and unexpectedly over a relatively short period of time (including as a result of general market movements or factors specific to the particular property). Subject to clause 21, Herron Todd White is not liable for any loss arising from a change in value after the Date of Assessment or from reliance on a Report more than 90 days after the Date of Assessment or any earlier date on which intervening factors affect the Valuation or Indicative Assessment, except to the extent the Client relies on the Report for the Permitted Purpose as at the Date of Assessment.

(g) The Report, or any part of it, is not permitted to be reproduced or included, in full, part or by reference, in any published documents, circular or statement without the express prior written approval of Herron Todd White or as specifically permitted by these Conditions of Engagement, the Special Conditions, or the Report itself.

(h) Herron Todd White does not provide legal, financial or taxation advice. Reports are not to be treated or relied upon as legal, financial or taxation advice. See clause 16 (Tax Advice and Regulatory Acceptance) for further details.

(i) Reports labelled as draft or provided in a draft format, as well as Reports which are not Signed, must not be relied upon.

(j) For the avoidance of doubt, a Desktop Value Assessment may be Signed by the Valuer only where the Report so states.

2. Assignment

Assignment of Reports is not available for the residential product ordered through the Platform. If the Client requires a Report for a different purpose or a different party, a new Report must be ordered.

3. Errors and rectification

(a) If, following provision of a Report to a Client, Herron Todd White identifies that there is an error in that Report requiring rectification, Herron Todd White will contact the Client in writing to notify the Client of the error and the need for rectification.

(b) Herron Todd White reserves the express right to alter, amend, update or rectify an erroneous Report in a manner it deems appropriate at any time following the date the erroneous Report was issued to the Client. Where Herron Todd White exercises this express right, it must do so expeditiously and must ensure that the words “Amended Report” are clearly marked on the Report.

(c) The Client must not rely on an erroneous Report following notification by Herron Todd White under subclause 3(a) that the Report is erroneous, until the Report has been reissued in accordance with subclause 3(b).

(d) Subject to clause 21, Herron Todd White accepts no liability for the Client’s reliance on a Report following notification under subclause 3(a) that the Report is erroneous.

4. Third party disclosure

(a) If the Client reproduces a Report in whole or in part, or otherwise discloses a Report to a third party (other than disclosure to an Authority, or to the Client’s tax adviser (including a Referring Adviser with the Client’s consent under clause 19(b)), for the Permitted Purpose), whether permitted or otherwise, the Client must:

(i) tell Herron Todd White the name and address of the person to whom it is disclosed;

(ii) tell the person that it is disclosed to that they may not rely on any Herron Todd White materials and that Herron Todd White has no liability or responsibility to them (including as a result of negligence) in connection with the information disclosed to them; and

(iii) use best efforts to obtain the person’s agreement to release and indemnify Herron Todd White from and against all liabilities (including reasonable legal costs) arising from or in connection with the disclosure of the information or the person’s reliance on it.

(b) The Client is responsible for ensuring that all persons to whom a Report is disclosed are made aware of and comply with the obligations set out in this clause 4.

5. Client’s obligations of disclosure

(a) The Client must disclose to Herron Todd White all documents and information within their possession or knowledge which may be relevant to preparing the Report, and must ensure that all information provided to Herron Todd White through the Platform is accurate and complete. Herron Todd White will not be liable for errors, omissions or inaccuracies in a Report or any costs or losses incurred by the Client resulting from: a failure by the Client to correct any incorrect information included in the order on the Platform; a failure to disclose relevant information within their possession or knowledge; or any inaccurate or incomplete information provided to Herron Todd White, except to the extent caused by Herron Todd White’s negligence. Nor will Herron Todd White be liable for any costs or losses incurred by the Client or any other party resulting from delay in notification of any of the information referred to in this clause 5 or notification of any of the information following any reliance by any party on Herron Todd White’s Services.

6. Fee

(a) The Fee for the relevant product tier is as displayed on the Platform at the time the Client places an order. Payment of the Fee must be made in full through the Platform before Herron Todd White commences preparation of the Report. The Fee for each product tier is set out in clause 15.

(b) Subject to a valid Fee Variation, the Fee is valid for the period displayed on the Platform at the time the order is placed.

(c) The Client is responsible for any costs associated with their chosen payment method. Herron Todd White does not charge a surcharge for payments made by debit, credit or prepaid card. The Client is responsible for any fees or charges imposed by their own financial institution or card issuer in connection with their chosen payment method, including foreign currency conversion. If the Client pays by a method other than a debit, credit or prepaid card, they must bear any transaction fees applicable to that method.

7. Fee Variations

(a) Herron Todd White reserves the right to vary the Fee, acting reasonably, if the information provided by the Client is inaccurate or incomplete. Herron Todd White will use reasonable efforts to notify the Client of a Fee Variation as soon as practicable. The Client may accept or reject the Fee Variation.

(b) If the Client rejects the Fee Variation, this Agreement will end. If Herron Todd White has not yet commenced work on the Report, Herron Todd White will refund the Fee in full. If work has commenced, Herron Todd White will refund the Fee (along with any other amounts paid by the Client up to the date of termination), less reasonable amounts as described below, reflecting Herron Todd White’s reasonable costs genuinely incurred before the proposed Fee Variation was identified:

(i) 50% of the Fee for file preparation and data review;

(ii) 80% of the Fee where the inspection (for a Full Inspection Valuation) or valuer review (for a Desktop Value Assessment) has commenced and preparation of the draft Report has been commenced but not completed and issued to the Client; and

(iii) 100% of the Fee where the Report has been completed but not issued to the Client.

8. Cancellation of instructions

(a) The Client may cancel their order at any time before the Report has been completed and issued. If the Client cancels, this Agreement will end. Herron Todd White will refund the Fee paid, less amounts reflecting Herron Todd White’s reasonable costs genuinely incurred up to the date of cancellation, calculated as follows:

(i) if the order has been accepted and file preparation or data review has commenced: up to 50% of the Fee;

(ii) if, in addition, the inspection (for a Full Inspection Valuation) or valuer review (for a Desktop Value Assessment) has commenced, or the draft Report has been commenced but not completed and issued: up to 80% of the Fee;

(iii) if the Report has been completed but not yet issued to the Client: 100% of the Fee.

9. Reliance disclaimer, Report and other information disclosure, and reliance authorisation

(a) Herron Todd White will be under no obligation to provide the Client with a Report or any other information (including drafts or working papers) in the circumstances of clauses 7 or 8. The Client agrees that payment of the Fee, including a valid Fee Variation, in full is a prerequisite for reliance on the Report.

(b) Notwithstanding subclause (a), the Client may request in writing that Herron Todd White provide the Client with the Report in the circumstances of clause 8(a)(iii), and Herron Todd White must provide the Report within a reasonable time following a request. The Report may be relied upon in accordance with these Conditions of Engagement in such circumstances.

10. Report Basis, Searches, Assumptions & Qualifications

(a) Unless expressly stated otherwise,

(i) The basis of the Report will be Market Value or a Market Value Range.

(ii) The Fee is for the preparation and issuing of a Report only. Herron Todd White reserves the right to charge additional fees for all matters outside of this scope.

(b) Reports may be qualified by Herron Todd White on the basis that:

(iv) It is assumed that the interest in the Property is freehold and not subject to easements, encumbrances, or other interests unless noted otherwise;

(v) Herron Todd White does not undertake searches of the title details of the Property or search any Federal, State or Local Government Authorities or agencies to determine the existence of existing or proposed interests, schemes or conditions, which may impact upon the valuation or assessment of the Property unless specifically instructed to do so;

(vi) Herron Todd White may rely on verbal Property enquiries in certain circumstances;

(vii) It is assumed that there are no environmental conditions affecting the Property unless noted otherwise;

(viii) Herron Todd White has no knowledge of any orders against any community management scheme/body corporate (if applicable);

(ix) Any other instructions provided are subject to Assumptions about the Property.

(a) Herron Todd White does not accept responsibility or liability for any incorrect information contained in a Report due to not being instructed to undertake searches. It is the Client’s responsibility to undertake searches and to satisfy itself as to whether any encumbrances and interests exist which may affect the Market Value or Indicative Assessment to which the Report relates.

(c) Reports provided by Herron Todd White are not site or structural surveys of the land or improvements made to the land. Subject to subclause (e), the Client must not rely on any opinion included in a Report as to the condition of the improvements on the land. Any such opinion must be treated as a general opinion only.

(d) Herron Todd White may, at its complete discretion, agree to conduct a site or structural survey when completing a Report. Such arrangement will always be directly discussed with a Client, and the terms of such arrangement will be expressly agreed upon between Herron Todd White and the Client.

11. Warranties

(a) Subject to clause 21 and all Qualifications and disclaimers within these Conditions of Engagement, or as clearly stated in a Report, and in consideration of payment of the Fee, Herron Todd White will provide the Services with due care and skill, having regard to the nature of the product tier selected by the Client and as required by these Conditions of Engagement. Where the Client orders a Full Inspection Valuation, Herron Todd White will provide the Report in accordance with the professional practice standards of the Australian Property Institute (API).

12. Indemnity & Hold harmless

(a) To the extent permitted by law and subject to clause 21, the Client indemnifies and holds Herron Todd White harmless against any losses, damages, liabilities, expenses and reasonable legal costs that are suffered or incurred by Herron Todd White as a direct result of the Client’s breach of clause 1 (Use and Reliance) or clause 4 (Third Party Disclosure), provided that this indemnity does not apply to the extent that the loss or damage is caused or contributed to by Herron Todd White’s negligence, fraud or wilful misconduct.

(b) To the extent permitted by law, neither party will be required to indemnify the other for any loss, damage, liability, expenses or costs arising from the other party’s breach of this Agreement, negligence or wilful misconduct.

13. Limitation of liability

(a) To the extent permitted by law and subject to clause 21, Herron Todd White’s liability will be limited to the extent of its contribution to any loss or damage resulting from a failure to exercise due care and skill as required by these Conditions of Engagement. Herron Todd White will not be liable for any financial loss or damage resulting from the unauthorised use of a Report or for the use of a Report for a Non-Permitted Purpose, except to the extent caused by Herron Todd White’s negligence or breach of these Conditions of Engagement.

(b) Free Estimate: Subject to clause 21 and the Consumer Guarantees, Herron Todd White accepts no liability in connection with a Free Estimate to the extent permitted by law. A Free Estimate is not a Report, is not prepared or reviewed by a Valuer, and is not suitable for any tax, lending, legal or other purpose. The Free Estimate is a general indicative estimate only, generated by an automated algorithm, and does not constitute a professional valuation, assessment, or advice.

(c) Desktop Value Assessment and Full Inspection Valuation (paid tiers): Subject to clause 21 and except in respect of claims arising under the Consumer Guarantees, or claims arising from fraud or wilful misconduct, Herron Todd White’s total aggregate liability to the Client under or in connection with these Conditions of Engagement, whether in contract, tort (including negligence), statute or otherwise, is limited to: (i) for a Desktop Value Assessment, an amount equal to five times (5x) the Fees actually paid by the Client to Herron Todd White for the relevant Report; and (ii) for a Full Inspection Valuation $1million.

(d) Notwithstanding any other provisions in this Agreement, Herron Todd White’s liability is limited by a scheme approved under the Professional Standards Legislation in connection with the Desktop Value Assessment and Full Inspection Valuation tiers only (being services involving a Certified Practising Valuer). The Scheme does not apply to the Free Estimate tier and does not limit liability arising under the Consumer Guarantees.

(e) To the extent permitted by law and subject to clause 21, neither party will be liable to the other party for any:

(i) loss or corruption of data;

(ii) loss of profit, goodwill, business opportunity, anticipated savings or benefits;

(iii) special, indirect, consequential, incidental or punitive damages;

(iv) loss of opportunity, revenue or reputation,

regardless of whether or not such losses or damages were foreseeable and even if advised of the possibility of such losses, except to the extent that such liability arises from Consumer Guarantee claims, fraud or wilful misconduct.

(f) Any claim by the Client in connection with the Services must be brought against Herron Todd White and not against any of Herron Todd White’s employees, officers or directors personally, except for claims of fraud or dishonesty. Nothing in this subclause limits Herron Todd White’s liability to the Client for the acts or omissions of its employees, officers or directors.

(g) To the maximum extent permitted by law and subject to clause 21, Herron Todd White will not be liable to the Client for any loss or damage arising from or in connection with:

(i) any malicious code inserted into the Platform by a third party which impacts the Client or any other person;

(ii) any faults, delays, insecurity, inaccuracy or interruptions in or to the Platform;

(iii) inaccuracy or incompleteness of any Third Party Data incorporated into a Report,

except to the extent directly caused by Herron Todd White’s negligence or breach of these Conditions of Engagement.

(h) These Conditions of Engagement do not create a relationship with any entity other than Herron Todd White, as that is defined in the Conditions of Engagement. Only Herron Todd White, as defined in these Conditions of Engagement, will be liable to the Client under these Conditions of Engagement.

14. Definitions and Interpretation

Within these Conditions of Engagement:

(a) Headings are for convenience only and do not affect interpretation.

(b) Mentioning anything after includes, including, for example, or similar expressions, does not limit what else might be included.Unless the context indicates a contrary intention:

(i) The single includes the plural and vice versa;

(ii) A reference to a person includes a corporation, trust, partnership, unincorporated body or other entity, whether or not it comprises a separate legal entity.

(iii) A reference to a gender includes all genders.

(iv) If a word or phrase is defined, its other grammatical forms have a corresponding meaning.

(v) References to clauses are references to clauses within these Conditions of Engagement.

(vi) References to any document or agreement will be deemed to include reference to such document or agreement as novated, supplemented, varied or replaced from time to time.

(vii) References to any party to the Agreement or any other document or agreement will include its successors, permitted substitutes and permitted assigns (and, where applicable, the party’s personal legal representative).

(viii) A reference to conduct includes an omission, statement or undertaking, whether or not in writing.

(c) If there is any inconsistency between these Conditions of Engagement and the Terms, these Conditions of Engagement prevail to the extent of the inconsistency.

(d) Reference to

Herron Todd White is a reference to the entity identified on the Platform as the relevant Herron Todd White office providing the Services (with its associated ACN/ABN) and does not refer or relate to any other entity bearing the Herron Todd White branding.

Client is a reference to the individual consumer who places an order for Services through the Platform.

Agreement refers to the agreement formed between Herron Todd White and the Client when the Client accepts these Conditions of Engagement through the Platform, and includes the Terms, these Conditions of Engagement, any applicable product-specific terms, and any other documents expressly incorporated by reference.

Assessment means an Indicative Assessment regarding the value of the subject property, which does not adhere to the full process required for a Valuation, including full physical inspection. It does not encompass all necessary inquiries, procedures, and investigations typically required by a Valuer during a Valuation.

Authority means the Australian Taxation Office (ATO) or any other federal, state or local government authority or regulatory body.

Assumptions means an assumed fact that is consistent with or could be consistent with facts existing at the Date of Assessment.

Conditions means a form of Qualification in a Report that is included to alert the Client that the conclusion, opinion or recommendation provided is based on something occurring or having occurred.

Consumer Guarantees means the consumer guarantees under the Australian Consumer Law (Schedule 2 of the Competition and Consumer Act 2010 (Cth)), including the guarantees in sections 60, 61 and 62 of the Australian Consumer Law, and includes any right or remedy available to the Client in respect of a consumer guarantee.

Conditions of Engagement means these conditions of engagement.

Date of Assessment means the date specified in the Report as the effective date of the Report.

Fee means the fee for the relevant product tier as displayed on the Platform at the time the Client places an order.

Fee Variation means a variation of the Fee in accordance with clause 7.

Free Estimate means a fully automated, algorithmic desktop estimate of the indicative value of the Property, generated at no cost to the Client based on Third Party Data (including PropTrack data), with no involvement of a qualified Valuer. The Free Estimate does not constitute a Valuation, an Assessment, or professional advice.

Full Inspection Valuation means a valuation of the Property conducted by a qualified Valuer based on a full physical inspection of the Property, in accordance with the professional practice standards of the Australian Property Institute (API). The Fee for a Full Inspection Valuation is $500 (or as displayed on the Platform at the time of order).

Desktop Value Assessment means a desktop-based indicative assessment of the value of the Property, incorporating some manual review by a qualified Valuer but without a physical inspection of the Property. The Desktop Value Assessment is an Assessment. It is an indicative assessment of value only, involves no physical inspection of the Property, and is not, and will not be construed to be, a valuation report under the API Rules of Professional Conduct. The Fee for a Desktop Value Assessment is $195 (or as displayed on the Platform at the time of order).

Indicative Assessment means an indication of the value of the property that is the subject of the Report and should not be construed to represent Herron Todd White’s opinion as to the Market Value of the subject property as defined by the International Valuations Standards Council (IVSC) and adopted by the API.

Limitations means a form of Qualification included in a Report to alert the Client that the conclusion, opinion or recommendation provided is restricted due to information or details specified in the Report being limited or unavailable.

Market Value means the estimated amount for which an asset or liability should be exchanged on the Date of Assessment between a willing buyer and a willing seller in an arm’s length transaction, after proper marketing and where the parties had each acted knowledgeably, prudently and without compulsion.

Market Value Range means an indication of the value range that the Market Value of the asset or liability is likely to fall within and may be provided where the provision of a market value range is more appropriate than a single Market Value.

Non-Permitted Purpose means any purpose other than the Permitted Purpose.

Permitted Purpose means, in respect of a Desktop Value Assessment or Full Inspection Valuation only, using and relying on a Report for the tax purpose indicated by the Client when placing an order on the Platform (including capital gains tax cost base determinations and depreciation schedules) in respect of the Client’s residential Property, for which the Client (having regard to the advice of its tax adviser) has selected the relevant product tier, subject to clauses 16 and 17.

Platform means the Herron Todd White consumer-facing website and any associated mobile application through which the Client may order Services.

Professional Standards Legislation means the professional standards legislation that exists in every Australian jurisdiction, such as the Professional Standards Act 2003 (Vic).

Property means the residential property described by the Client when placing an order through the Platform.

Qualification/s means Statements in a Report that alert the Client to any items or issues that may impact the conclusions, opinions or recommendations provided or that the Valuer wishes to highlight. They include Assumptions, Special Assumptions, Conditions, Limitations, and Warnings.

Report/s means a Valuation, Assessment or other advice (as applicable) prepared by Herron Todd White.

Referral Benefit means a referral fee or other financial benefit received by a Referring Adviser from Herron Todd White in connection with the Client’s order.

Referring Adviser means an accountant or other professional adviser who has referred the Client to Herron Todd White through the accountant referral channel.

Review means the process where the Supervising Member has

(i) reviewed the draft Report and working papers from the file and

(ii) based upon the Review and appropriate questioning of the Valuer who undertook the Valuation of Real Property, is satisfied that there is a reasonable basis for the valuation process undertaken and methodology adopted by the Valuer.

Services means the property valuation, assessment and related services provided by Herron Todd White to the Client through the Platform, including the preparation and provision of Reports.

Signed means signed by the Valuer and a Supervising Member, unless the Report expressly states that it is permitted to be signed by the Valuer only. For the avoidance of doubt, a Desktop Value Assessment may be signed by the Valuer only where the Report so states.

Special Assumptions means an assumed fact that is inconsistent with or differs from a fact that exists at the Date of Assessment. The conclusion contained in the Report is contingent on a change in certain circumstances or to reflect a different perspective than would normally be taken by market participants at the relevant date.

Special Conditions means any additional terms attached to these Conditions of Engagement, including those titled ‘Special Conditions’ and/or ‘Supplementary Conditions’. It also encompasses any special conditions that have been separately negotiated and agreed upon in writing between the parties as forming part of the engagement. Special conditions are special rules applying to particular engagements to ensure that specific circumstances are properly addressed, contributing to a transparent and fair understanding of this Agreement.

Supervising Member means a Valuer who holds certification as a Certified Practising Valuer and has been appointed by Herron Todd White to undertake a Review of and countersign a Report.

Terms means the Website Terms and Conditions published on the Platform, as amended from time to time.

Third Party Data means data sourced from third parties, including PropTrack and other data providers, that may be incorporated into a Report or Free Estimate.

Unauthorised Party means any person, entity or third party that Herron Todd White has not acknowledged in writing to rely upon a Report and includes, but is not limited to, shareholders, directors, supervisory directors and employees of the Client as well as associated legal entities and other third parties involved in the organisation of the Client.

Valuation means a valuation conducted in accordance with the general concepts and principles in professional standards documents published or adopted by the API, which is based on a full physical inspection of the subject property by the Valuer plus all the necessary and expected enquiries, procedures and investigations that are required to be made by a Valuer when undertaking and providing a Valuation.

Upgrade Option means the option described in clause 17 for the Client to upgrade from a lower-tier product to a higher-tier product by paying only the incremental cost difference.

Valuer means a member of the Australian Property Institute (API) employed by Herron Todd White, who has prepared the Report and includes Herron Todd White.

Warnings means a Qualification contained in a Report that serves to warn/alert the Client that caution is advised prior to using or relying on the Report.

90-Day Report Period means the period of 90 days from the Date of Assessment being the period within which a Report remains valid.

15. Product Tiers and Services

Herron Todd White offers the following product tiers through the Platform for the Client’s residential Property:

(a) Free Estimate – a fully automated, algorithmic desktop estimate generated at no cost to the Client, based on PropTrack data, with no involvement of a qualified Valuer. A Free Estimate is not a valuation or Report and is not suitable for any tax, lending, legal or other purpose. Herron Todd White does not ask for or record the Client’s purpose when providing a Free Estimate, and a Free Estimate is not provided for the Permitted Purpose.

(b) Desktop Value Assessment – a paid desktop-based indicative assessment ($195 or as displayed on the Platform) incorporating some manual review by a qualified Valuer, but without a physical inspection of the Property. The Desktop Value Assessment is an Assessment, not a Valuation. It is an indicative assessment of value only, involves no physical inspection of the Property, and is not, and will not be construed to be, a valuation report under the API Rules of Professional Conduct.

(c) Full Inspection Valuation – a paid traditional valuation ($500 or as displayed on the Platform) based on a full physical inspection of the Property by a qualified Valuer, conducted in accordance with the professional practice standards of the Australian Property Institute (API).

16. Tax Advice and Regulatory Acceptance

(a) Herron Todd White does not provide tax, legal or financial advice. The Services offered through the Platform are property valuation and assessment services only. They are not a substitute for appropriate advice tailored to the Client’s specific circumstances.

(b) The Client should consult their professional tax adviser to determine which product tier is appropriate for their specific tax purposes before placing an order. The Client’s tax adviser is responsible for advising the Client on the suitability of any product tier for their intended tax purpose, including capital gains tax cost base determinations and depreciation schedules.

(c) Herron Todd White does not decide, and cannot guarantee, whether an Authority will accept any Report prepared by Herron Todd White for the Client’s intended purpose. Acceptance of a Report is a matter for the relevant Authority in its discretion, having regard to the Authority’s own requirements and guidelines.

(d) Before completing an order for a Desktop Value Assessment or Full Inspection Valuation, the Client will be required to confirm the following acknowledgement by ticking an unticked checkbox:

Sample wording — document text only, not a consent control. Any adviser field is an example placeholder.

☐ I understand that Herron Todd White does not provide tax advice and I have considered which product tier is appropriate for my tax purposes.

17. Upgrade Option

(a) In addition to the Client’s rights under the Australian Consumer Law, if an Authority determines that a lower-tier product does not meet the Authority’s requirements for the Client’s intended purpose, Herron Todd White offers the Client the option to upgrade to a higher-tier product by paying only the incremental cost difference (Upgrade Option).

(b) Example: If the Client purchases a Desktop Value Assessment ($195) and subsequently requires a Full Inspection Valuation ($500), the Client will pay only the incremental difference of $305 to upgrade. The Client will not pay more in total than the price of the higher-tier product.

(c) The Upgrade Option is an additional, voluntary remedy. It does not replace, limit or affect any rights or remedies available to the Client under the Australian Consumer Law or any other applicable law.

18. Accountant Referral Channel and Disclosure

(a) Where the Client has been referred to Herron Todd White by a Referring Adviser, the Referring Adviser may assist the Client in selecting an appropriate product tier. However, any advice provided by a Referring Adviser is that adviser’s own advice, and Herron Todd White does not endorse, adopt or take responsibility for it. The Client should satisfy themselves independently that the product tier they select is appropriate for their purposes.

(b) The Client’s Referring Adviser may receive a Referral Benefit from Herron Todd White in connection with services ordered through the referral channel.

(c) Engaging Herron Todd White’s services is entirely optional and is not a requirement to remain a client of the Referring Adviser.

19. Privacy and Data Sharing

(a) By using the Platform and ordering Services, the Client acknowledges and agrees that Herron Todd White may collect, use and disclose the Client’s personal information in accordance with Herron Todd White’s privacy policy, as published on the Platform.

(b) Where the Client has been referred by a Referring Adviser, Herron Todd White will not share the Client’s completed Report with the Referring Adviser unless the Client has provided separate, express, informed consent by ticking the following unticked checkbox at the time of placing the order:

Sample wording — document text only, not a consent control. Any adviser field is an example placeholder.

☐ I consent to Herron Todd White sharing my completed Report with [name of Referring Adviser / firm], who referred me to Herron Todd White, so that they can access it through their account with HTW and, where relevant, assist me with my tax affairs. I understand that I may withdraw this consent at any time by contacting Herron Todd White.

(c) The Client may withdraw their consent to data sharing at any time by contacting Herron Todd White. Withdrawal of consent does not affect the lawfulness of any sharing that occurred before withdrawal.

20. Acceptance and Formation

(a) These Conditions of Engagement are accepted by the Client by actively ticking an unticked checkbox on the Platform, accompanied by the statement: ‘I have read and agree to the Conditions of Engagement’ with a functional hyperlink to the current version of these Conditions of Engagement. The checkbox must not be pre-ticked.

(b) Herron Todd White will log and retain a record of each acceptance event, including the timestamp, the Client’s IP address and device/browser information, the specific version of the Conditions of Engagement accepted, the Client’s account identifier, and a record of the interface presented to the Client at the time of acceptance. All acceptance records must be retained for at least 6 years.

21. Consumer Guarantees

(a) Nothing in these Conditions of Engagement excludes, restricts or modifies any Consumer Guarantee under the Australian Consumer Law, or any right or remedy available to the Client in respect of a Consumer Guarantee.

(b) Nothing in these Conditions of Engagement excludes, restricts, or modifies any right or remedy, or any guarantee, condition, or warranty, implied or imposed by any legislation which cannot lawfully be excluded or restricted.

22. Amendments to these Conditions of Engagement

(a) Herron Todd White may update or amend these Conditions of Engagement from time to time. Herron Todd White will give the Client at least 28 days’ written notice of any material changes to these Conditions of Engagement.

(b) Changes to these Conditions of Engagement will not apply to orders placed before the date on which the changes take effect.

23. Disputes

(a) If a dispute arises under or in connection with these Conditions of Engagement, the parties will attempt in good faith to resolve the dispute within 30 days of one party notifying the other of the dispute.

(b) Nothing in this clause restricts or limits the Client’s right to make a complaint to, or seek assistance from, any regulatory body (including the Australian Competition and Consumer Commission, a State or Territory fair trading agency, or an ombudsman), or to commence proceedings in any court or tribunal (including NCAT, QCAT, VCAT, or any other State or Territory tribunal) at any time.

(c) Nothing in this clause prevents either party from seeking urgent injunctive or interlocutory relief from a court of competent jurisdiction.

24. Boilerplate

(a) Severability: Any provision of these Conditions of Engagement that is held to be illegal, invalid, void, voidable or unenforceable must be read down to the extent necessary to ensure that it is not illegal, invalid, void, voidable or unenforceable. If it is not possible to read down a provision, that provision (or part of it) will be severed from these Conditions of Engagement and the remaining provisions continue in force.

(b) Rights cumulative: Except as otherwise stated, the rights, powers, privileges and remedies provided under these Conditions of Engagement are cumulative and not exclusive of any rights, powers, privileges or remedies provided by law or otherwise.

(c) Waiver: If either party does not exercise a right, or delays in exercising a right, this will not waive the right, in whole or in part, or impact that party’s ability to exercise the right (or any other right) at any future time.

(d) Assignment: The Client may not assign or transfer their rights or obligations under these Conditions of Engagement without the prior written consent of Herron Todd White. Herron Todd White may assign or transfer its rights and obligations under these Conditions of Engagement to a Related Body Corporate (as defined in section 50 of the Corporations Act 2001 (Cth)) without the Client’s consent, provided that doing so does not detrimentally impact the Client’s rights.

(e) Governing law: These Conditions of Engagement are governed by the laws of Queensland, Australia. The parties submit to the non-exclusive jurisdiction of the courts of Queensland.

(f) Eligibility: By using the Platform and ordering Services, the Client represents that they are at least 18 years of age and are located in Australia.

(g) Contact: For questions or complaints regarding these Conditions of Engagement or the Services, the Client may contact Herron Todd White at advisory@htw.com.au.

(h) Entire agreement: These Conditions of Engagement, together with the Terms and any applicable product-specific terms, constitute the entire agreement between the parties in relation to its subject matter. This clause does not exclude or limit any rights or remedies available to the Client under the Australian Consumer Law.