Standard terms and conditions of engagement | RSM Australia Partners

Updated: 8/10/2026

APPENDIX A – Standard terms and conditions of engagement

These standard terms and conditions of engagement are to be read in conjunction with our engagement letter to you. They apply to all services that we perform for you that are described in that letter (called the ‘Services’). 

Together, the engagement letter and these standard terms and conditions of engagement are called this ‘Agreement’. To the extent the two documents are inconsistent, the terms in the engagement letter override these standard terms and conditions of engagement. 

This Agreement constitutes the entire agreement between the parties with respect to our work under this Agreement and supersedes all prior agreements, proposals, oral and written representations and negotiations.

1.    OUR OBLIGATIONS 

RSM Australia Partners (‘RSM Australia’) and its associated entities  (collectively referred to as ‘RSM’, ‘us’, ‘our’ and ‘we’) must all use reasonable commercial efforts to complete the Services within the timeframes agreed in writing with you. We will perform the Services with due care, competence and diligence; however, the quality of the Services will depend on input from you.

2.    YOUR OBLIGATIONS 

(a)    You must instruct us fully and respond to our enquiries arising in the course of performance of the Services and, in a timely fashion, give RSM each of the following (as reasonably required to perform the Services):

(i)    Information – subject to professional obligations, we are entitled to rely on the accuracy of that information without independently verifying it. That is so whether the information is provided by you, your representatives, or your advisers.  RSM will not be liable to you or any other person for any losses, damages, costs or expenses arising out of errors made by RSM due to, or as a result of, whether direct or indirect, the supply or provision to RSM by you of materially false or misleading, or incomplete information or documentation or due to any acts or omissions of you or any other person, and you release RSM from any such claim;
(ii)    Access – to files, records and information technology systems, to premises and to people (whether management or staff) with relevant skills and experience; and
(iii)    Resources – you must provide (and designate to the assignment) all resources that are reasonably necessary to ensure timely approval, development and sign-off of all specifications, accounts and deliverables.

(b)    You agree that any commercial decisions that you make are not within the scope of our duty of care, regardless of whether you have referred to or considered our work in making those commercial decisions. You should take into account the restrictions on the scope of our work and other factors, commercial and otherwise, of which you and your other advisers are or should be aware from other sources other than our work.
(c)    You agree to pay our fees and expenses within 14 days of the date of our invoice or as otherwise agreed in writing between RSM and You
 

3.    DELAYS 

RSM will not be liable for any failure or delay in performing the Services if that failure or delay arises from anything beyond our control or could not be foreseen at the commencement of our engagement, including the untimely performance or non-performance by you of your obligations, in which case, RSM is entitled to review its fees and, if the delay is substantial, terminate this Agreement.

If you require advice within a prescribed time frame or by a specific date, we ask that you communicate this to us at the commencement of the particular engagement.    
 

4.    FEES & EXPENSES 

(a)    We will issue our invoices for fees, Goods and Services Tax (‘GST’), if applicable, and any expenses relating to the Services to you or as you direct. In the event that you direct us to issue an invoice to another party, you will remain responsible for payment until our invoice is paid in full.

(b)    In addition to the fees, you agree to pay(i)    all reasonable expenses including (but not limited to) travel, meals and accommodation.
(ii)    an amount equal to any tax or similar charges, or customs, duties or tariffs imposed in respect of the Services (apart from taxes imposed on our income generally). 

(c)    RSM is entitled to reasonably review fees quoted, if you do not proceed with the engagement within 60 days of the engagement letter, or if we are still performing the Services (including any related services) more than 12 months from commencement.
 

5.    PAYMENT OF FEES 

In addition to RSM’s rights under clause 16(a), subject to any bona fide dispute, and provided that RSM has provided five days’ notice to you, we reserve the right to perform no further work for you until all outstanding accounts are paid in full. 

Our preferred means of payment is by electronic funds transfer or by internet banking. Otherwise, payment shall be by cash, credit card or cheque drawn on an Australian trading bank.
 

6.    CONFIDENTIALITY  

(a)    Information acquired by us in the course of this engagement is subject to strict confidentiality requirements. That information will not be disclosed by us to other parties except as required or allowed by law, or with your consent.

(b)    Both RSM and you agree to take reasonable steps to maintain (within our respective organisations) the confidentiality of any proprietary or confidential information of the other party. This clause does not preclude any disclosure required by law or by a court or other tribunal, regulations, professional duty or as is requested by regulatory authorities, or any disclosure to lawyers, bankers and financial advisers of a party. 

(c)    Subject to applicable law and professional duties, we may also disclose confidential information to service providers within and external to the RSM network who enable or facilitate the provision of the Services to you. These service providers may be located outside of Australia. We may also, subject to applicable law and professional duties, share your confidential information with our associated entities. 

(d)    RSM may provide its Services using a range of outsourced cloud computing and outsourced service providers (including cloud storage, cloud computing, and artificial intelligence (‘AI’) services) who will, in some circumstances, hold your data. RSM has in place outsourcing agreements with each of these providers. Given the providers vary by service, if you would like details of names, locations and specific outsourced service, these details can be provided to you, on request, at any time during this engagement.

(e)    We are an independent member of RSM International (‘RSMI’) which acts as the central co-ordinating body of the RSM network of independent firms (‘RSM Network’). As part of the RSM Network, RSM exchanges information with network firms located overseas. The network may also use overseas facilities or contractors to process or back up our information or to provide certain services to us. Any such transfer of information remains subject to existing confidentiality obligations.

(f)    Subject to our duty of confidentiality, and other professional obligations, you agree we may act for your competitors or for other clients, whose interests are or may be opposed to yours.

(g)    We draw your attention to our firm’s system of quality control established and maintained in accordance with the relevant Accounting Professional & Ethical Standards Board (‘APESB’) standard. As a result, our files may be subject to review as part of the quality control review programs of professional bodies that monitor compliance with professional standards by their members. By accepting our engagement, you acknowledge that, if requested, our files relating to this engagement will be made available under this program. Where permitted by law or regulation, we will, upon written request, provide this information on a de-identified basis.

(h)    We may, in the course of providing the Services, be required to collect your Tax File Number (‘TFN’) or those of your personnel. Our TFN Collection Statement, accessible at https://www.rsm.global/australia/tax-file-number-collection-statement, sets out information regarding our policies for the collection, storage, use, disclosure, and disposal of TFNs. While you are never obligated to provide us with your TFN, this may affect our ability to provide the Services and may require us to terminate this Agreement with five days’ written notice to you. 
 

7.    PRIVACY 

(a)    RSM complies with the Privacy Act 1988 (Cth) and the Australian Privacy Principles when collecting, holding, using or disclosing personal information concerning your shareholders, members, customers, employees and other individuals with whom you have dealings (‘Stakeholders’).

(b)    As personal information concerning your Stakeholders will be collected from you rather than from relevant individuals, we require you to ensure that those individuals are fully informed of the matters contained in this clause 7, including that RSM collects, or has collected, the Stakeholders' information and the circumstances of that collection. You agree to provide the Stakeholders with a copy of any privacy collection notice which we provide to you for that purpose.

(c)    If RSM becomes aware that your Stakeholders have not been made aware of the collection, holding, use or disclosure of their personal information by RSM as part of this engagement, you agree that RSM can, if necessary, take action to inform them of those matters.

(d)    RSM collects personal information concerning Stakeholders to allow it to provide professional financial, advisory, and accounting services to you. RSM may disclose Stakeholders' personal and sensitive information to the parties and in the manner contemplated by clause 6(b).  

(e)    RSM's Privacy Policy (which can be accessed at http://rsm.global/australia/legal/privacy-policy) contains information about how Stakeholders can:
(i)    Access and seek correction of their personal information held by RSM. 
(ii)    Complain to RSM about a breach of the Australian Privacy Principles, and how RSM will deal with such a complaint.
(f)    The RSM Network may also use overseas facilities or contractors to process or back up our information or to provide certain services to us. As a result the RSM Network may transfer personal information concerning your Stakeholders to our overseas facilities or contractors for these purposes. Any such transfer of information does not change any of our commitments to safeguard the privacy of that information.

(g)    Any enquiries or requests in relation to RSM's obligations under the Privacy Act 1988 (Cth) and the Australian Privacy Principles should be directed to your relevant RSM contact.

(h)    We may disclose Stakeholders' personal and sensitive information to third parties where required by law or by a court or other tribunal, regulations, professional duty or as is requested by regulatory authorities  in the usual course of providing you with our Services. As part of the RSM Network, we may exchange information with network firms located overseas. The full list of the countries where network firms are located is available at www.rsm.global.

(i)    We may also provide Stakeholders’ personal information to overseas third party contractors, software providers or service providers in the course of providing our Services to you, including processing of your information.

 

8.    INTELLECTUAL PROPERTY RIGHTS 

RSM will not acquire any ownership rights over any information provided to us by you or your representatives or advisers although you consent to us inserting your logos and other similar intellectual property on our deliverables where appropriate. When you have paid all amounts owing to RSM in relation to the Services (and related services), RSM assigns to you all copyright (and other intellectual property rights) to all reports, written advice and other deliverables (except software) we have provided. However, you grant to RSM a non-exclusive, irrevocable, royalty free licence to use, copy, modify and exploit those deliverables for our internal purposes only so long as doing so would not disclose any of your confidential information. RSM retains:

(a)    as confidential information the processes, ideas, concepts and techniques developed in the course of providing the Services.
(b)    all copyright and other intellectual property rights in:
(i)    data, designs, models, methodologies, analysis frameworks, leading practices, specifications and other elements of the deliverables which were owned or developed by RSM before, or independently from, the Services; and
(ii)    all tools (and any enhancement, improvement or other derivative of those tools) including but not limited to software and working papers (whether or not these are supplied to you) used by RSM in performing the Services.

All working papers prepared by RSM in connection with the Services will remain the property of RSM.
 

9.    DATA RIGHTS 

You will retain the rights to all original documents that you provide to us during our engagement. However, we reserve the right to make a reasonable number of copies of the original documents for our records.

The firm has a policy of enforcing (if RSM considers it necessary) a legal right of lien over any client documents or data in our possession in the event of a dispute in relation to unpaid fees. The firm has also established dispute resolution processes.

You will also retain the right to any accounting and other data files that we establish for you.  However, if we establish any accounting or other data files using software and other tools (including any files within such software or tools), whether cloud or server-based (‘Software Established Files’), in the course of providing you with advice or any designated reporting or similar services, we will retain the rights to those Software Established Files.  

Any accounting or data files established using software may also be subject to the terms and conditions of the nominated software provider (which can be provided to you upon request).  If you require us to provide a link to this information, please let us know.

You acknowledge that RSM Australia has no control over the terms and conditions imposed by any third-party software provider and that those terms and conditions may change at any time. Where third-party platforms are used, you warrant that you comply with and consent to the terms and conditions of use of the platform. 

 

10. THIRD PARTY CLAIMS 

(a)    If our provision of the Services to you is subject to any claim by a third party which is related to, arises out of, or is in any way associated with the Services or this engagement, and provided RSM uses reasonable endeavours to defend such claims, you agree to indemnify RSM against all liabilities, claims, costs and expenses (collectively referred to as ‘Loss’). However, the indemnity does not apply to any Loss to the extent the Loss  resulted from RSM’s gross negligence or wilful acts or omissions, including RSM's failure to comply with applicable laws, professional standards, or regulatory requirements. 

(b)    Your liability under clause 10(a) is limited in respect of each claim to three times the fees payable by you under this Agreement.

 

11.    EXCLUSIONS AND LIMITATIONS OF LIABILITY 

(a)    If the Competition and Consumer Act 2010 (Cth), Corporations Act 2001 (Cth) or any other legislative provision prohibits or otherwise precludes the restriction, modification or exclusion of any statutory condition, warranty, guarantee, right, remedy or other benefit, then this clause 11 does not restrict, modify or exclude it. Unless prohibited by law, no term condition or warranty is implied except as expressly provided in this agreement.

(b)    Our liability is limited by a scheme approved under professional standards legislation, except where we are a financial services licensee. A copy of the scheme can be obtained from us on request, or further information about the scheme can be obtained from the website of the Professional Standards Council: https://www.psc.gov.au/

(c)    If a term is implied into this agreement by law, which cannot be excluded, you agree that RSM may, in its absolute discretion and to the extent it is allowed by law, choose either to re-supply the Services, or to pay you the cost of having the Services re-supplied.

(d)    Our liability to you arising in connection with this engagement (if any) is limited to that proportion of the loss or damage (including interest and costs) suffered by you, which is agreed between us or ascribed to us by a court or tribunal of competent jurisdiction allocating proportionate responsibility to us having regard to the extent of our responsibility for the loss or damage and the contribution to the loss or damage in question by you and any other person. RSM is not liable:
(i)    to the extent that you or any other person is / are responsible and / or liable for an act or omission that contributed to your loss;
(ii)    for any indirect or consequential costs, loss or damage or loss of profits, except to the extent that such costs, loss or damage were or was directly and solely caused by RSM’s gross negligence or wilful misconduct;
(iii)    for any defect or deficiency in any system or service that is not developed or provided by RSM under this Agreement. That includes (without limitation) your production and legacy systems and systems that receive data from systems produced by RSM.

(e)    This clause has no application to any liability arising directly as a result and to the extent of fraud committed by RSM, or a breach by RSM of its obligations of confidentiality set out in clause 6 of this Agreement.
 

12.    RSM NETWORK 

(a)    From time to time we may use the services of partners or staff from other members of the RSM Network to assist us in providing the Services to you, in which case they are deemed to be acting as our agents and not the partners or agents of any other person (including any other member of the RSM Network) and we are liable for their activities as if they were in all respects our partners or staff. No member of the RSM Network other than us assumes any responsibility to you in connection with this Agreement. You acknowledge that RSM Australia is not the agent of any member of the RSM Network and that none of those other entities are agents of RSM Australia.

(b)    You acknowledge and agree that your engagement is with RSM Australia only and any claim in relation to any aspect of the work undertaken in accordance with this engagement is limited to a claim against RSM Australia.  You acknowledge and agree that you specifically waive any right to claim against any other firm within the RSM Network.  Firms within the RSM Network agree to provide the work to RSM Australia on the basis that their liability is limited in accordance with Australian Law and no claim will be made against them based on the law of another jurisdiction.

(c)    By engaging us you agree that any claim arising out of or in connection with this Agreement shall be brought only against RSM Australia and not to bring any proceedings arising out of or in connection with this Agreement personally against any other persons involved in the performance of this agreement. You agree not to bring any proceedings arising out of or in connection with this agreement in any jurisdiction against any member of the RSM Network (other than RSM in Australia) or any partner or staff thereof.

(d)    Please refer to clause 6 for the confidentiality obligations by which we are bound in using the services of partners or staff from other members of the RSM Network

(e)    Each member of the RSM Network and each partner or member of staff thereof and each of our partners or members of staff shall have the express benefit of this section and shall have the right to rely on and enforce any of its terms.
 

13.    USE OF OUR REPORTS 

(a)    If you wish to provide a third party, including any of your related bodies corporate, with copies of RSM reports, letters, information, advice or other deliverables, then you must obtain our prior written consent, and we reserve the right to:
(i)    set the terms on which those copies are given or used; or
(ii)    require the third party to enter into a direct relationship with us.

If you provide copies of RSM reports, letters, information, advice or other deliverables to your related bodies corporate without RSM’s written consent, you are deemed to have provided such deliverables for information purposes only and the relevant related bodies corporate cannot rely on such deliverables.  You indemnify us for any claim from such disclosure. 

(b)    We disclaim all liability to any third party, including any of your related bodies corporate, for all costs, loss, damage and liability that the third party may suffer or incur arising from or relating to or in any way connected with the provision of the deliverables to the third party irrespective of whether we provide our consent in accordance with clause 13(a).

(c)     Final reports take precedence over any oral advice or advice conveyed in email format, and interim reports. RSM is not responsible for updating any opinions, advice or reports subsequent to the issue of a final version.

(d)    Advice may be given in draft form or orally but is only given on the basis that the advice is not relied on by you until final advice is published in writing and provided that such advice is not inconsistent with the advice contained in the final report.
 

14.    ELECTRONIC AND OTHER COMMUNICATIONS 

We may correspond or provide information to you in electronic form, including through electronic file sharing facilities.  We may also deliver our final report or other key documentation in electronic form.  Unless agreed otherwise, we may accept any correspondence received containing electronic signatures from you as having been appropriately authorised.

You warrant that you have put in place all reasonable steps to ensure that only authorised persons have access to the mailbox at your nominated physical address, so that we can send original correspondence and documents to that address, including material that may contain TFNs.

Where you request to receive electronically any report or correspondence containing opinions or advice, we will not be responsible for any unauthorised copying, interception, interference or delivery failure of the transmission.  While it is our policy to check our email correspondence and other electronic information with anti-virus software, we similarly cannot guarantee that transmissions or other electronic information will be free from infection. Similarly, where we send reports, correspondence or documents to you by post or courier, we will not be responsible for any interception, interference or delivery failure arising from postage.

If you send information to us via electronic means, we cannot and do not guarantee that the information will be received by us in a timely manner or at all, and do not accept any liability in this respect. For example, anti-virus protections and/or file size limits may preclude receipt.
 

15.    THIRD PARTY SERVICE PROVIDERS – COMMISSIONS REBATES AND REFERRAL FEES 

In providing our Services to you, we may engage third party service providers to deliver some aspects of those Services, such as software or accounting reporting packages. In some instances, we may receive income in the form of commission, or a rebate of fees. On some occasions, we may be introduced to You by a third party to whom we pay a referral fee.  We will, on request, disclose to you the nature of the arrangement, and the basis on which any referral fee, commission, or similar arrangement is charged.

16.    TERMINATION 

We may terminate this Agreement by notice in writing if:

(a)    You do not pay our bills when due;

(b)    You do not provide us with adequate instructions within a reasonable time to allow us to complete the work scoped;

(c)    In addition to RSM’s rights under clause 16(a), you do not comply with the terms of this Agreement, provided that, where RSM considers the breach to be capable of remedy, RSM has given you 14 days’ written notice to remedy the breach;

(d)    there are or may be ethical grounds (including conflicts of interest) as a result of which we cannot continue to act for you.

(e)    immediately and without penalty if we become aware that a government sanction has been imposed on you, the continued provision of the Services may or will result in us breaching any applicable laws relating to sanctions, embargoes or export controls, or a similar issue has arisen (as reasonably determined by us), whether prior to or during our engagement. If this Agreement is terminated under this clause 16(e), we will have no further obligation to you under this Agreement.

You may terminate this Agreement by notice in writing if we do not comply with the terms of this Agreement, provided that you have given RSM 14 days’ written notice to remedy the breach.

17.    GOVERNING LAW & JURISDICTION 

All aspects of the Services and this agreement are governed by, and construed in accordance with, the laws of the state or territory of the RSM office shown on the letterhead of the engagement letter. Both you and RSM irrevocably submit to the exclusive jurisdiction of the Courts of that state or territory.   
 

18.    DISPUTE RESOLUTION 

Your engagement partner will always be pleased to hear any suggestions as to how our Services can be improved. If you wish to make a complaint, please contact the relevant Office Managing Partner, who will investigate any complaint promptly and do what can be done to resolve the difficulties. If the problem cannot be resolved, you agree to submit to mediation before having recourse to any other dispute resolution process.

If there is a dispute relating to the Services or this Agreement, the parties must submit to mediation before recourse to any other dispute resolution process.  Written notice of the dispute shall be given by the party giving notice of the dispute for their dispute to be submitted to mediation.  The mediation will be conducted in accordance with the guidelines of the Australian Disputes Centre.  If the dispute is not resolved within 60 days after notice of the dispute, the reference to mediation will come to an end unless the parties agree to extend the time within which their mediation may be conducted.
 

19.    MISCELLANEOUS 

(a)    VARIATION & SURVIVAL - This Agreement may be varied by written agreement of the parties.  Provisions of this Agreement that are capable of having effect will survive its termination. 

(b)    RELATIONSHIP - we will provide the Services as an independent contractor. Nothing shall be construed to create a partnership, joint venture or other relationship. No party has the right, power or authority to oblige or bind the other in any manner.    
(c)    ASSIGNMENT – this Agreement may not be assigned without the prior written consent of each party, which consent may not be unreasonably withheld.    
(d)    PUBLICATION – unless You direct otherwise, we may publicise our involvement with this engagement.    
(e)    MARKETING MATERIAL – by agreeing to these standard terms and conditions of engagement, you authorise RSM to forward to you and other contacts within your organisation publications and other marketing material which we may publish from time to time. If you do not wish to receive any of this material, please advise us in writing.    
(f)    USE OF BRANDING – by agreeing to the terms of this Agreement, you authorise RSM to use your name and branding (including any trademarks) for the purposes of our tenders and marketing presentations.    If you do not authorise us to use your name and branding for this purpose, please advise us in writing. 

 

20.    NON-SOLICITATION OF PERSONNEL 

During the term of this Agreement, and for six months after it ends, neither party may knowingly solicit for employment, or independently contract the services of, any of the other party’s partners, staff members or sub-contractors who were involved in the Services (‘Personnel’).  This does not apply if the Personnel respond to a general employment vacancy advertisement by the other party for the relevant engagement.  Breach of this condition will render the breaching party liable to pay liquidated damages equal to 25% of that person’s proposed total annual remuneration.

21.    SEVERANCE 

If any provision of this Agreement is determined by a duly appointed person, court or tribunal to be illegal, unenforceable or otherwise invalid, then despite such illegality, unenforceability or invalidity:

(a)    this Agreement shall remain in full force and effect to the extent permissible by law; and

(b)    the provision that is illegal, unenforceable or invalid shall be deemed to be deleted and replaced by a valid provision which in its effect is as close to the invalid provision that the replaced provision can be and will be taken to have been the provision by which the parties intended to be contractually bound from the date of commencement of our engagement.
 

22.    FILING AND DESTRUCTION OF DOCUMENTS 

(a) We retain documents (including originals and electronic records) in accordance with applicable laws, professional standards, and regulations, which are reflected in our internal policies. The applicable requirements may vary based on the nature of the Services provided.

(b) You consent to the destruction of any documents left in our possession and waive any right to claim against RSM for any loss or damage suffered by you or any related party that arises from the destruction of documents, provided that such destruction is in accordance with  applicable laws, professional standards, and regulations. If you require any original documents to be returned to you, you must state this in writing when providing the documents to us. 

(c) You acknowledge that RSM may not be able to procure the return or deletion of data held by cloud providers or in backup environments. RSM remains responsible for any data and documents held by third parties it engages in the provision of the Services. 
 

23.    FORCE MAJEURE 

(a)    Provided notice is given to the other party as soon as practicable, neither party shall be liable for non-performance or delays (other than a failure to pay) caused by an external event beyond the reasonable control of a party, including, without limitation, acts of war, terrorism, civil commotion, epidemic, natural disasters, blockades, embargoes, strikes and lockouts, any other acts of god or act of any government or governmental agency (‘Force Majeure Event’).

(b)    If the Force Majeure Event continues for a period of 60 days or more, the party not relying on the Force Majeure Event may terminate the engagement.
 

24.    ANTI-BRIBERY AND ANTI-CORRUPTION LAWS  

Each party must:

(a) Comply with all applicable regulations, laws and legislation which are applicable to the Services and relate to combating bribery and corruption, which may include the Criminal Code Act 1995 (Cth) and any other anti-bribery, anti-corruption or conflict of interest law applicable to the Services (‘Anti-Bribery/Corruption Laws’).

(b) Not give, offer, accept, or authorise to give, offer or accept, benefits of any kind (including payment, gift, promise, reward or other advantage), whether directly or indirectly, to another person including any public official or any other person where that benefit would (i) comprise a facilitation payment; or (ii) violate Anti-Bribery/Corruption Laws.

(c) Maintain in place its own policies and procedures to ensure compliance with the Anti-Bribery/Corruption Laws.

25.    MODERN SLAVERY LAWS 

Each party must ensure that:

(a)    it is fully compliant with the Modern Slavery Act 2018 (Cth) and any other equivalent laws of any State/Territory (‘Modern Slavery Laws’);

(b)    it has the necessary documentation, systems and controls in place to ensure its continued compliance;

(c)    it will not use child labour in the provision of the Services, enjoying the benefit of the Services or otherwise (for these purposes, a child means any person which the local minimum age law stipulates is under the age for work and or must attend mandatory schooling);

(d)    there is not any slavery, forced, bonded or involuntary labour in use across its operations; and

(e)    all of its workers have the legal right to work at the premises from which the relevant party operates, to leave the premises at which the relevant party operates at the end of their working day and the freedom to terminate employment at any time in accordance with an agreed notice period.

26. COMPLIANCE WITH ANTI-MONEY LAUNDERING (AML) AND COUNTER-TERRORISM FINANCING (CTF) LAWS

To meet our legal obligations and ensure a secure professional relationship, we may need to verify the identity of new clients before we can provide the Services. We therefore may, pursuant to the requirements of applicable AML/CTF laws, ask you to provide specific identification and, in some cases, information about beneficial ownership and/or source of funds. Our ability to provide the Services depends on having up-to-date and verified information from you. If there is a delay in receiving the due diligence information we request, we may need to defer or cancel the Services. 

We regularly review our client base and engagements to ensure they align with our risk management policies and regulatory responsibilities. If a client’s circumstances change in a way that falls outside our prevailing risk management policies, we may have to stop acting for you. If this occurs, we will communicate and cooperate with you insofar as the law permits to ensure an order conclusion and/or transition. 

We may sometimes be required by law to provide information about our clients or specific matters to regulators (e.g., AUSTRAC) to comply with the Anti-Money Laundering and Counter-Terrorism Financing Act 2006. By engaging us, you agree that we may share information to the extent required to meet these legal obligations, which may continue beyond our professional relationship with you. We may be legally prevented from notifying you that we have shared relevant information in such circumstances. Despite this, all of your personal information and of Stakeholders will continue to be subject to and handled in accordance with clause 7 of these standard terms and conditions. 

27.    USE OF AI AND OTHER TECHNOLOGIES

We may use AI and other technologies in connection with the delivery of the Services to you, including in the preparation of our deliverables. At all times, in addition to only using tools that ensure confidential and privacy are maintained:

(a)    we assume responsibility for all ideas, concepts and content generated through the use of AI and other technologies as our original work, including verifying the accuracy of all content produced by the use of AI; and
(b)    the use of AI and other technologies must:
(i)    comply with all applicable laws, regulations, third-party terms of use and ethical standards; 
(ii)    To the extent within RSM’s control, not infringe any third-party intellectual property rights; and
(iii)    remain subject to the confidentiality and privacy obligations set out in this Agreement.

RSM warrants that the use of AI and other technologies in connection with the delivery of the Services to you will not compromise the integrity, originality or quality of our deliverables or of the Services more generally. 

28.    INFORMATION SECURITY

(a) RSM will implement and maintain reasonable administrative, technical and physical safeguards to protect your confidential information and the personal information of your Stakeholders against unauthorised access, use, loss or disclosure, having regard to the nature of the information and the Services.

(b) RSM maintains an information security management system aligned to the latest version of ISO/IEC 27001 and, where certified, will use reasonable endeavours to maintain that certification during the term of the engagement.

(c) Unless otherwise agreed in writing or required by applicable law or regulation, RSM will not be required to complete third‑party security questionnaires, assessments or audits, and you agree that RSM’s current ISO/IEC 27001 certification and statement of applicability artefacts constitute sufficient evidence of RSM’s commitment to maintaining information security controls for the purposes of this engagement.

29.    DATA BREACHES AND SECURITY INCIDENTS

(a) If RSM becomes aware of unauthorised access to or disclosure of your confidential information or your Stakeholders’ personal information that is reasonably likely to result in serious harm or otherwise trigger notification obligations under applicable law, RSM will notify you within a reasonable time and will cooperate with you as reasonably required in relation to investigation, remediation and any required notifications. 

(b) RSM’s obligations under this clause are subject to its relevant legal and professional obligations and any direction from regulators or law.

(c) You are responsible for the confidentiality, integrity and availability of your own systems, environments, networks and user credentials. RSM is not responsible for any security incident caused by or arising from your systems, environments, or credentials, except to the extent directly caused by RSM’s failure to comply with its obligations under this agreement.

(d) You must inform us of any security incident or data breach that materially affects RSM’s information, systems, or serviced provided by RSM. 

[1]As defined by section 50AAA of the Corporations Act 2001.