Advisory Terms of Business

1. How our agreement works

1.1 Agreement. Our agreement with you consists of:
(a) the proposal, engagement letter or statement of work we give you and you accept (the "Proposal"); and
(b) these terms.
If they conflict, the Proposal prevails. Our Privacy Policy and AI & Data Use Policy also apply.

1.2 Acceptance. You accept the agreement by signing or electronically accepting the Proposal, by paying our first invoice, or by instructing us to start work.

1.3 Definitions. "We", "us" and "NeoRise.ai" mean NeoRise Consulting Pty Ltd. "You" means the client named in the Proposal. "Services" means the services described in the Proposal. "Deliverables" means the reports, plans, models, dashboards, configurations, code and other materials we create for you as part of the Services. "Client Data" means the data, records and information you or your representatives provide or make available to us. "Business Health Check" (previously called Business Performance Review) means the review described in clause 2.1(a).

2. Our Services

2.1 Scope. We provide the Services described in the Proposal, with due care and skill and in line with applicable professional standards. Services may include:
(a) a Business Health Check: a fixed-scope review of your financial information, findings and a practical action plan;
(b) Ongoing Advisory and Fractional CFO support: regular review of financial performance, cash planning, agreed performance measures and decision support, at the involvement level set out in the Proposal; and
(c) Systems projects: designing and implementing data capture, reporting, dashboards, software connections and AI assistants, as described in a statement of work.

2.2 Out-of-scope work. Work not described in the Proposal is outside scope. This includes bookkeeping clean-up, additional investigations, new integrations and extra meetings. We will tell you before doing out-of-scope work and agree the fee in writing (an email is enough) before proceeding.

2.3 Personnel. Armin Hashemi CPA leads our advisory engagements. We may use appropriately qualified employees and contractors, who are bound by confidentiality obligations. We remain responsible for their work.

2.4 Timing. We will use reasonable efforts to meet any agreed timeframes. Timeframes depend on you providing complete information and access on time.

3. What we do not do

3.1 No tax agent or BAS services. NeoRise Consulting Pty Ltd is not a registered tax agent or BAS agent. We do not provide tax agent services or BAS services, prepare or lodge returns, or give advice about your tax liabilities, obligations or entitlements that you may rely on for tax purposes. Where our work has tax implications, we will identify them and refer them to your registered tax practitioner. That practitioner may be your existing accountant, or NeoRise Advisory Pty Ltd under a separate engagement.

3.2 No financial product, credit or legal advice. We do not provide financial product advice, investment advice, credit assistance, legal advice, or human resources or industrial relations legal advice. We will tell you when you should obtain advice from an appropriately licensed or qualified professional.

3.3 No audit, assurance or valuation. Our Services are not an audit, review or other assurance engagement under the Auditing and Assurance Standards. We do not give an opinion or conclusion on your financial statements or controls, and we do not value your business. We are not a business broker, and we do not promise a buyer, sale, sale price or transaction.

3.4 No management role. We act as an external adviser. We are not a director, officer or employee of your business. We do not take on management responsibilities, approve payments, sign documents on your behalf, direct your staff or control your financial decisions, unless the Proposal expressly says so and both parties have taken appropriate advice.

4. Your responsibilities

4.1 You are responsible for:
(a) giving us complete, accurate and timely information, and telling us promptly about any material changes or matters that may affect our work;
(b) giving us, and arranging authority for us to obtain, the access to records, systems, people and third parties (such as your accountant or bookkeeper) that we reasonably need;
(c) the accuracy of your accounting records and the information you supply. We do not verify or audit it unless the Proposal says we will;
(d) all decisions about your business, including whether to act on our advice;
(e) implementing operational changes. You and your team lead operational implementation, and your sales and marketing providers carry out sales and marketing activities;
(f) your statutory, tax, employment, privacy, workplace health and safety and other legal obligations, which remain your responsibility and the responsibility of your directors; and
(g) maintaining backups of your own data and systems.

4.2 If you do not meet these responsibilities, we are not responsible for any resulting delay, additional cost or deficiency in the Services. We may charge reasonable additional fees for extra work this causes, after first telling you.

5. Our advice and its limits

5.1 Based on your information. Our advice and Deliverables are based on the information available to us at the time and the assumptions we state. If the information is incomplete or incorrect, our conclusions may be affected.

5.2 Forecasts and scenarios. Forecasts, budgets, models and scenarios are estimates based on assumptions about future events. They are not predictions or guarantees. Actual results will differ, and the differences may be material.

5.3 Benchmarks. Industry comparisons, including information from IBISWorld and other sources, are indicators to support judgement. They depend on how similar the comparison businesses and measures are. Third-party research is licensed to us, and we cannot republish or provide it to you except as the licence allows.

5.4 Dashboards and reports. Dashboards and management reports are management information, not assurance. Their accuracy depends on the source data, its timeliness and the agreed calculations.

5.5 No guaranteed outcome. We identify and prioritise opportunities and help you plan and review progress. We do not guarantee any particular financial or business result, saving, profit improvement or outcome.

5.6 Use of advice. Our advice is for your use only, for the purpose of the engagement. Unless we agree in writing, third parties such as lenders, investors and purchasers may not rely on it, and we accept no responsibility to them.

6. Systems, dashboard and AI assistant projects

6.1 Statement of work. Each systems project is described in a statement of work. It sets out the scope, data sources, deliverables, acceptance criteria, assumptions, third-party costs and support arrangements. Where appropriate, we start with a discovery or specification phase before quoting the build.

6.2 Changes. Changes to scope, data sources or requirements are handled through a written change request. Each request records the effect on fees and timing.

6.3 Acceptance. You will test each Deliverable within 10 business days of delivery and notify us of any material non-conformity with the agreed acceptance criteria. If you do not notify us within that time, or you use the Deliverable in your business, it is accepted. We will fix material non-conformities notified within that time at no extra charge.

6.4 Third-party platforms. Systems often rely on third-party software, platforms, APIs and AI models ("Third-Party Services"):
(a) you are responsible for obtaining and paying for licences and subscriptions, and your use of Third-Party Services is subject to their terms;
(b) we are not responsible for the availability, performance, security, pricing or changes of Third-Party Services, or for any loss caused by them; and
(c) if a change to a Third-Party Service affects your solution, we will tell you and, if you wish, quote the work needed to adapt it.

6.5 AI assistants. AI assistants are subject to section 7 of our AI & Data Use Policy. They are read-only unless the statement of work expressly says otherwise. AI-generated outputs can be inaccurate or incomplete. You must ensure that:
(a) outputs are reviewed by an authorised person before you rely on them for any important action; and
(b) the assistant is not used to make decisions that significantly affect an individual without human review.

6.6 Security responsibilities. We build solutions using reasonable security practices. You are responsible for managing user access, your own credentials, devices and networks, and how your staff use the solution.

6.7 Support and maintenance. Ongoing hosting, monitoring, maintenance and support are not included unless set out in the Proposal. Where they are not included, they are available under a separate support arrangement. We do not guarantee that any system will be uninterrupted or error-free.

7. Fees and payment

7.1 Fees. Our fees are set out in the Proposal. They are in Australian dollars and exclude GST, which is added where applicable.

7.2 Business Health Check. Unless the Proposal states otherwise, the review fee is invoiced [CONFIRM: in full on acceptance / 50% on acceptance and 50% at the findings meeting].

7.3 Monthly advisory fees. Monthly fees are invoiced monthly in advance [CONFIRM: and paid by direct debit or within 7 days of invoice]. Monthly fees cover the scope and level of involvement in the Proposal. They do not roll over if you do not use the full allowance in a month.

7.4 Systems projects. Unless the Proposal states otherwise, systems projects are invoiced [CONFIRM: 50% on acceptance of the statement of work and 50% on delivery / by milestone].

7.5 Third-party costs and expenses. Software subscriptions, hosting, usage-based AI charges, licences and approved out-of-pocket expenses are payable by you as set out in the Proposal. We will not incur expenses above $[CONFIRM: 250] on your behalf without your prior approval.

7.6 Payment terms. Invoices are payable within 14 days unless the Proposal states otherwise.

7.7 Late payment. If an invoice remains unpaid 14 days after its due date, we may, after giving you at least 7 days' written notice:
(a) suspend the Services until payment is made; and
(b) recover our reasonable costs of collecting the overdue amount.

7.8 Fee reviews. We may review ongoing fees once every 12 months by giving you at least 30 days' written notice. If you do not accept the change, you may end the ongoing Services before the change takes effect, without any early termination charge.

8. Term and ending the engagement

8.1 Review. A Business Health Check ends when we have delivered the findings meeting and action plan, unless the Proposal says otherwise.

8.2 Ongoing Services. Ongoing advisory Services continue for the minimum term in the Proposal ([CONFIRM: e.g. three months], if any). After that, they continue month to month until either party ends them by giving 30 days' written notice.

8.3 Ending for cause. Either party may end the agreement immediately by written notice if the other party:
(a) materially breaches it and does not fix the breach within 14 days of receiving written notice; or
(b) becomes insolvent or enters administration, receivership or liquidation, to the extent the law allows.

8.4 Professional reasons. We may end the agreement by written notice if continuing would breach the law or our professional obligations. Examples include an unmanageable conflict of interest, or a request for us to act unlawfully or unethically.

8.5 What happens when the agreement ends.
(a) You must pay for Services performed and expenses incurred up to the end date. For ongoing Services, monthly fees are pro-rated to the end date.
(b) We will give you the Deliverables completed and paid for, and on request an export of your Client Data.
(c) We will remove our access to your systems and delete or return your Client Data, except copies we must keep by law or for our professional records.
(d) Sections 5, 9, 10, 11, 12, 13 and 15, and any other provisions that by their nature continue, survive the end of the agreement.

9. Intellectual property

9.1 Your materials. You own your Client Data and your pre-existing materials. You grant us a non-exclusive licence to use them only to provide the Services.

9.2 Our materials. We own, or licence, our pre-existing materials and our general methods, frameworks, templates, tools, models, know-how, code libraries and components developed independently of your engagement ("NeoRise Materials"), including improvements to them.

9.3 Deliverables. Once you have paid the relevant fees in full:
(a) you own the Deliverables created specifically for you, excluding any NeoRise Materials and Third-Party Services embedded in them; and
(b) we grant you a non-exclusive, perpetual, royalty-free licence to use the NeoRise Materials embedded in your Deliverables for your internal business purposes.

9.4 What we may keep using. We may use general knowledge, skills and experience gained during the engagement. We do not use your Client Data, and we do not disclose your confidential information, when we do so.

10. Confidentiality

10.1 Each party will keep the other's confidential information confidential and use it only for the purposes of this agreement. Disclosure is allowed:
(a) with consent;
(b) to its personnel, insurers and professional advisers who need to know and who are bound by confidentiality;
(c) where required by law, a court, a regulator or a professional body, including quality reviews by CPA Australia; and
(d) for information that is publicly available other than through a breach of this agreement.

10.2 Our confidentiality obligations continue after the agreement ends.

11. Privacy, data and AI

11.1 We handle personal information in line with the Privacy Act 1988 (Cth), our Privacy Policy and our AI & Data Use Policy.

11.2 Your warranty. Where Client Data includes personal information about your employees, customers or others, you warrant that you have collected it lawfully and are entitled to give it to us for the Services. This includes giving any required notices and obtaining any required consents.

11.3 No model training. We will not use Client Data to train public or general-purpose AI models, or allow our providers to do so.

11.4 Data breaches. If we become aware of a data breach affecting Client Data, we will notify you promptly. We will cooperate with you so both parties can meet their obligations under the Notifiable Data Breaches scheme.

12. Working with your accountant and NeoRise Advisory

12.1 Your accountant. You do not need to change your accountant or bookkeeper to work with us. With your written authority, we will obtain information from them and coordinate with them on matters relevant to the Services.

12.2 Related entity. NeoRise Advisory Pty Ltd is a related entity with common ownership. It separately provides accounting, tax and compliance services. You are not required to engage it.

12.3 Information sharing. We will only share your information with NeoRise Advisory Pty Ltd, or receive your information from it, if you give written authority or the law requires or permits it.

12.4 Conflicts of interest. If a conflict of interest arises between the two entities' services, we will tell you and manage it in line with our professional obligations. [CONFIRM: No referral fees or commissions are paid between NeoRise Consulting Pty Ltd and NeoRise Advisory Pty Ltd.]

12.5 Disclosing benefits. If we recommend software or a provider from whom we receive a commission, referral fee or other benefit, we will disclose it to you before you decide.

13. Liability

13.1 Professional Standards. Liability limited by a scheme approved under Professional Standards Legislation. Where the scheme applies to a claim, our liability is limited as set out in the scheme. [CONFIRM with CPA Australia and our insurer which NeoRise Consulting services the scheme covers.]

13.2 Cap. To the extent permitted by law, and where the scheme does not apply, our total liability to you for all claims arising out of or in connection with this agreement, whether in contract, tort (including negligence), statute or otherwise, is limited to the greater of:
(a) the total fees paid by you under this agreement in the 12 months before the event giving rise to the claim; and
(b) [CONFIRM: $X].

13.3 Excluded losses. To the extent permitted by law, neither party is liable for indirect or consequential loss, loss of profits, revenue or business opportunity, or loss or corruption of data, except in the case of fraud or wilful misconduct.

13.4 Your contribution. Our liability is reduced to the extent that loss is caused or contributed to by:
(a) you, your personnel or your other advisers;
(b) incomplete or inaccurate information you provided;
(c) your decisions or implementation; or
(d) Third-Party Services.

13.5 Australian Consumer Law. Nothing in this agreement excludes, restricts or modifies any right or remedy under the Australian Consumer Law that cannot lawfully be excluded. Where our liability for failure to comply with a consumer guarantee may be limited, it is limited, at our option, to supplying the Services again or paying the cost of having them supplied again.

14. Non-solicitation

During the engagement and for 12 months after it ends, neither party will directly solicit for employment a person who was an employee of the other party and was materially involved in the Services, without the other party's consent. This does not restrict general advertising or a person responding to it.

15. Disputes

15.1 If a dispute arises, the party raising it will give written notice. Senior representatives of both parties will meet within 10 business days to try to resolve it in good faith.

15.2 If the dispute is not resolved within 20 business days of the notice, either party may refer it to mediation in Sydney, administered by the Resolution Institute. The parties share the mediator's costs equally.

15.3 Neither party may start court proceedings until mediation has been attempted, except to seek urgent interim relief.

16. General

16.1 Governing law. This agreement is governed by the laws of New South Wales. Each party submits to the non-exclusive jurisdiction of its courts.

16.2 Entire agreement. This agreement is the entire agreement about its subject matter. It may be varied only in writing (including by email) agreed by both parties.

16.3 Notices and electronic communication. Notices may be given by email to the addresses in the Proposal. You accept that email and electronic communication carry risks, such as interception, delay or misdirection. We will use the secure transfer methods we make available for sensitive information.

16.4 Changes to these terms. We may update these terms for future engagements by publishing a new version. For an existing engagement, changes apply only if we give you at least 30 days' written notice and you do not end the engagement before the change takes effect.

16.5 Assignment. Neither party may assign its rights without the other's consent, which must not be unreasonably withheld. We may assign or novate to a purchaser or successor of our business after giving you notice.

16.6 Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control, except an obligation to pay money.

16.7 Relationship. We are an independent contractor. Nothing in this agreement creates a partnership, employment or agency relationship.

16.8 Severability and waiver. If any provision is invalid or unenforceable, it is severed and the rest of the agreement continues. A failure to exercise a right is not a waiver of it.

16.9 Counterparts and e-signature. This agreement may be accepted and signed electronically and in counterparts.