Terms of Business
Corporate Board Services Pty Ltd’s (CBS or the Company) terms of business (CBS Terms) apply to all services provided by CBS to you (you or the Client) (Services) and is will be available on CBS’ website (Website). CBS Terms together with our engagement letter (Engagement Letter) form the entire agreement between CBS and you in respect of the Services (Agreement). They replace any earlier agreements, representations, or discussions. Where there is any inconsistency between CBS Terms and the Engagement Letter, the Engagement Letter takes precedence to the extent of the inconsistency. The Company may update CBS Terms from time to time by publishing a revised version on the Website. The revised CBS Terms take effect 14 days after publication on the Website. Continued engagement of CBS after that date constitutes your acceptance of the updated CBS Terms. You are encouraged to review the Website periodically for any updates. CBS Terms current at the time of each engagement will apply to that engagement.
1. Our Services
1.1. Scope – We will perform the services described in our Agreement with reasonable skill, care, and diligence.
1.2. Changes – Either of us may request a change to the Services, or anything else in the Engagement Letter. A change will not be effective unless both Parties agreed to it in writing. Any Services requested that fall outside the agreed scope in the Engagement Letter must be confirmed in writing and may be subject to additional charges based on the prevailing rates specify in the Engagement Letter.
1.3. Services for your benefit – Our Services are provided solely for your use for the purpose set out in our Engagement Letter or, where no Engagement Letter has been issued, as described in CBS Terms. Except as stated in our Engagement Letter, as required by law, or with our prior written consent, you may not:
(a) show or provide to any third party or include or refer to or our name or logo in a public document; and
(b) make any public statement about us or the Services.
1.4. Intellectual Property – CBS retains all intellectual property rights in any templates, methodologies, processes, or tools developed or used in delivering the Services, whether or not provided to you. All working papers, analysis, notes, and internal documents created in the course of delivering the Services remain the property of CBS and will not be provided to the Client unless required by law or agreed in writing. CBS is not obligated to provide source documents or underlying materials used to create deliverables, and any provision of such materials remains at CBS’ sole discretion.
1.5. No liability to third parties – We accept no liability or responsibility to any third party in connection with our Services. You agree to indemnify us against any liability (including legal costs) that we incur in connection with any claims by a third party arising from your breach of the Agreement.
1.6. No legal, tax or AFSL services – CBS does not hold an Australian Financial Services Licence (AFSL) and does not provide financial product advice, legal advice, tax advice or services requiring an AFSL. Unless explicitly stated otherwise in writing, any advice, commentary, or guidance provided by CBS is of a general nature and should not be relied upon as legal, tax, financial, or investment advice. You should seek independent legal, tax or financial advice as required.
2. Your responsibilities
2.1. Your warranty – the Client warrants that it has full power and authority to enter into the Agreement and to perform its obligations under it, and that doing so does not breach any law or obligation to any third party.
2.2 Client and director responsibility – the Client acknowledges that responsibility for compliance with the Corporations Act 2001 (Cth), ASX Listing Rules, governance obligations, financial reporting obligations, tax obligations, continuous disclosure obligations, and any other applicable legislation remains with the Client and its directors. CBS provides assistance, guidance and administrative support within the agreed scope of Services, but does not assume the statutory duties or responsibilities of the Client, its directors or officers, unless otherwise agreed in the Engagement Letter.
2.3. Generally – You agree to:
(a) provide us promptly with all information, instructions, and access to third parties we reasonably require performing the Services;
(b) provide safe and reasonable facilities for us when we work at your premises, as applicable; and
(c) ensure we are permitted to use any third party information or intellectual property rights you require us to use to perform the Services.
2.4. Information – You agree to:
(a) ensure that information provided to us is accurate, complete, and not misleading (we will rely on this information to perform the Services and will not verify it in any way, except to the extent we have expressly agreed to do so as part of the Services);
(b) alert us to changes to information provided to us; and
(c) indemnify us against any liability (including legal costs) that we incur in connection with:
> our reliance on information provided by you or on your behalf which is inaccurate, incomplete, or misleading or
> your failure to provide us with relevant information.
2.5. Interdependence – Our performance depends on you also performing your obligations under the Agreement. You agree that we are not liable for any default that arises because you do not fulfil your obligations.
2.6. Ownership of documents – You agree that:
(a) all original documents obtained from the Client under or incidental to the Agreement shall remain the property of the Client;
(b) CBS has the right to either scan or make copies of the original documents provided by the Client during the Term of the Agreement for our records;
(c) CBS’s engagement pursuant to the Agreement may result in the production of financial statements, reports, certain statutory returns and other documentation as required and ownership of the final lodged documents will vest in the Client;
(d) all documents produced or created by CBS in performing the Services covered by clause 2.6(c) will remain CBS property and CBS may grant the Client an exclusive licence to use such documentation in the ordinary course of the Client’s business; and
(e) by engaging CBS under the Agreement, the Client consents to CBS publishing the Client’s logo on, and listing the Client as a client of CBS on the Website.
2.7. Anti-Money Laundering Obligations – From 1 July 2026, to the extent CBS provides designated services under the Anti-Money Laundering and Counter-Terrorism Financing Act 2006 (Cth), as amended (AML/CTF Act), CBS is required to comply with applicable AML/CTF obligations. You agree to:
(a) provide CBS with all identification information and documents reasonably required to satisfy CBS’s customer due diligence obligations under the AML/CTF Act;
(b) promptly notify CBS of any material change to previously provided information, including any change in directors, beneficial ownership, or the nature of services you require; and
(c) cooperate with CBS’s ongoing monitoring obligations.
CBS may suspend the provision of Services where identification or verification information has not been provided within a reasonable timeframe. This obligation arises from a legislative requirement and is not a reflection on the Client.
3. Fees, expenses and costs
3.1. Payment for services – You agree to pay us fees for our Services on the basis set out in our Engagement Letter, plus any GST we are required to pay in connection with the Services.
3.2. Expenses – You agree to pay any reasonable expenses we incur in connection with the Services, plus GST at the prevailing rate (to the extent applicable). We will notify the Client should these expenses be significant before proceeding.
3.3. Disbursements – You agree to pay disbursements equal up to 5% or as specified in the Engagement Letter of the total engagement costs. This is for all software cost, photocopying, printing, scanning, storage of documents, telephone calls, and postage.
3.4. Other advisors – You agree that other advisors (e.g. auditors, solicitors, independent experts, tax accountants etc) will need to be appointed from time to time to perform various tasks and they will provide their own fee structure. These advisors will contract directly with you and not as sub-contractors to, or employees of CBS. Refer to clauses 5 and 6 for additional information.
3.5. Invoices and payment – We will invoice you for our fees and expenses on a monthly basis, unless we have agreed something different in our Engagement Letter. You agree to pay the invoiced amount within 14 days of the invoice date. Interest at the rate of 10% per annum on a monthly basis (or the maximum allowed by law) which may be charged on overdue amounts from the due date until payment is received in full.
3.6. Fee scales and increases – We revise our fee scale every twelve months. Rates quoted to you remain in force until the next 30 June, as the case may be. We may increase our fee for any work performed after that date annually with a minimum of the Consumer Price Index annual increase.
3.7. Compliance costs – If we are required to provide information regarding you or the Services to comply with a statutory obligation, court order or other compulsory process, you agree to pay the reasonable costs and expenses we incur in doing so. This includes time spent by professional staff and our reasonable legal costs.
3.8. Agreement preparation – Each party will bear their own costs in relation to and incidental to the preparation, negotiation and execution of the Agreement. CBS Terms are provided at no cost to you as part of CBS’ standard client engagement process.
3.9. Suspension of services – CBS reserves the right to suspend the provision of Services without liability if any invoice remains unpaid for more than 30 days or if the Client is in material breach of the Agreement. Services will resume once the breach is rectified or full payment is received.
4. Confidentiality and privacy
4.1. Confidential information – We agree not to disclose each other’s confidential information, except for disclosures required by law or confidential disclosures under our respective policies. CBS collects, uses, stores and discloses personal information for the purpose of providing the Services, complying with legal and regulatory obligations, including AML/CTF obligations, maintaining client records, and managing CBS’ business. This may include identity information, beneficial ownership information, director and officer details, and verification records. CBS may disclose information to regulators, service providers, professional advisers and other persons where required or permitted by law.
4.2. Referring to you and the Services – We may wish to refer to you and the nature of the Services we have performed for you when marketing our Services. You agree that we may do so, provided we do not disclose your confidential information.
4.3. Cybersecurity and data breaches – CBS will notify you of any data breach that may affect your information in accordance with the Privacy Act 1988 (Cth) and applicable laws. CBS is not liable for data loss due to breaches caused by third party software or platforms not under CBS’ control.
4.4. AML/CTF Reporting and Tipping-Off – CBS is required under the AML/CTF Act to report certain matters to the Australian Transaction Reports and Analysis Centre (AUSTRAC). Where CBS forms a reasonable suspicion that a transaction or matter may be connected to money laundering, terrorism financing, or other serious financial crime, CBS is required by law to lodge a Suspicious Matter Report with AUSTRAC. CBS will also be required to submit threshold transaction reports for transfers of A$10,000 or more in physical currency, where applicable. CBS is prohibited by law from disclosing to you, or any other person, that such a report has been made or is being considered (the tipping-off prohibition under section 123 of the AML/CTF Act). This obligation overrides any confidentiality provision in the Agreement. CBS also maintains records in connection with its AML/CTF obligations for a minimum of seven years as required by law.
4.5. Internal information sharing – You acknowledge and agree that information, instructions, and communications received by any CBS director, employee or contractor in connection with the Agreement (including communications received by any individual CBS person in their capacity as your company secretary or in any other role) may be shared internally within the CBS team and, where applicable, with CBS Tax Pty Ltd (ACN 37 620 744 247), to the extent reasonably necessary to deliver the Services. Any such internal sharing is subject to CBS’s confidentiality obligations under this clause 4. Information known to one CBS director, employee or contractor in connection with your engagement will be treated as known to CBS for the purposes of the Agreement. CBS is not liable for any failure to act on information that was communicated to a CBS person in a context unrelated to the engagement or that was not communicated through CBS’s normal engagement management processes.
5. Liability
5.1. Liability cap – You agree that our liability for all claims connected directly or indirectly with the Services (including claims of negligence) is limited to an amount equal to 10 times the fees payable for the Services, up to an overall maximum of $2.5 million dollars. Legislation providing for apportionment of liability may also apply.
5.2. Aggregate cap – Where more than one client is named in our engagement letter, the limits on our liability in this clause 5.1 shall be allocated between them. We do not need to know how a limit is allocated and, if it is not, you agree not to dispute a limit on our liability on the basis that you have not agreed how it is to be allocated.
5.3. Consequential loss – To the extent permitted by law, we exclude all liability for:
(a) loss or corruption of data;
(b) loss of profit, goodwill, business opportunity or anticipated savings or benefits; and
(c) indirect or consequential loss or damage.
5.4. No claims against employees – You agree not to bring any claim (including in negligence) against any of our employees personally in connection with the Services. This clause is for the benefit of our employees. You agree that each of our employees may rely on this clause 5.4 as if they were a party to the Agreement. Each of our employees involved in providing the Services relies on the protections in this clause 5.4 and we accept the benefit of it on their behalf.
5.5. Advice not followed – To the extent permitted by law, CBS will not be liable to you for any loss or damage in circumstances where you have acted contrary to, or have elected not to follow, advice given to you by CBS or by any third-party adviser engaged with CBS’s consent or at CBS’s recommendation. You agree to seek updated advice if you intend to rely on advice given by CBS subsequent to the date it was provided.
6. Sub-contractors
6.1. Sub-contractors – We may use sub-contractors to provide the Services to you.
6.2. Management of subcontractors – We will ensure sub-contractors devote such time and attention to the performance of the Services as shall be necessary and required from time to time for the purpose of properly conducting and providing the Services to you.
6.3. No claims of subcontractors – You agree not to bring any claim (including in negligence) against any of our sub-contractors personally in connection with the Services. This clause is for the benefit of our sub-contractors. You agree that each of our sub-contractors may rely on this clause 6.3 as if they were a party to the Agreement. Each of our sub-contractors involved in providing the Services relies on the protections in this clause 6.3 and we accept the benefit of it on their behalf.
7. Electronic communications and tools
7.1. Electronic communications – We each agree to take reasonable precautions to protect our own information technology systems, including implementing reasonable procedures to guard against viruses and unauthorised interception, access, use, corruption, loss, or delay of electronic communications.
7.2. Technology platforms and third-party systems – In delivering the Services, CBS may use third-party technology platforms, cloud-based software and online services including, without limitation, document and file management platforms, project and workflow management tools, e-signature platforms, accounting and financial reporting software, online banking and payment platforms, and communication and collaboration tools. CBS may update or change the platforms and systems it uses from time to time without prior notice to you. CBS will take reasonable steps to ensure that any third-party platforms or systems used incorporate appropriate security, data protection and confidentiality controls. Your data will be handled in accordance with the privacy and security policies of the relevant platform providers. CBS is not responsible for any loss, interruption, or breach arising from the acts, omissions, or failure of any third-party platform provider unless directly caused by CBS’s negligence or wilful misconduct.
7.3. Artificial intelligence tools – CBS may use artificial intelligence (AI) and machine learning tools to assist in the delivery of the Services, including for drafting, research, document review, data analysis, and other tasks. CBS will use reasonable endeavours to ensure that AI tools used incorporate appropriate security and data controls, and that confidential client information is not submitted to public AI platforms in a way that would breach our confidentiality obligations. Our use of AI tools does not reduce CBS’ professional responsibility for the quality, accuracy and completeness of the Services delivered to you.
7.4. Restriction on client use of CBS work product in AI – Unless CBS has given prior written consent, you must not upload, submit or otherwise disclose any CBS report, advice, deliverable, template, methodology, working paper or other material produced by CBS to any public or third-party AI platform or machine learning system where doing so may:
(a) compromise confidentiality obligations under the Agreement;
(b) involve the disclosure of personal, commercially sensitive or confidential information;
(c) result in CBS’ intellectual property, methodologies or proprietary materials being used to train, enhance or develop AI models or data sets; or
(d) otherwise prejudice CBS’s legal, commercial or professional interests. CBS work product is provided solely for your internal business purposes in connection with the agreed engagement.
7.5. Online banking and payment systems – Where CBS acts as external Chief Financial Officer, financial controller or exercises payment approval authority on your behalf, CBS may use online banking platforms and payment systems to set up, authorise or process payments from your accounts. Unless expressly agreed in writing, CBS will not act as the sole authoriser of payments. The Client remains responsible for maintaining appropriate banking authorities, segregation of duties, approval limits and internal controls. CBS will implement reasonable internal procedures to authorise only payments that are documented, verified and consistent with your instructions. You acknowledge that CBS is acting as your authorised agent in this capacity and you are responsible for ensuring that appropriate access credentials and authorisation controls are in place. CBS is not liable for any loss arising from unauthorised access to your online banking facilities that is not caused by CBS’s negligence or wilful misconduct.
7.6. Ownership of electronic tools and systems – Any electronic tools, templates, systems, databases, spreadsheets or software developed or used by CBS in providing the Services remain the property of CBS. We are not obliged to share these tools with you unless they are specified as a deliverable in the Agreement. If they are not a specified deliverable and we do share them with you, you agree that:
(a) they remain our property;
(b) they were developed solely for our use;
(c) you use them at your own risk; and
(d) you may not provide them to any third party.
8. Filing and destruction of documents
It is our practice to retain documents relating to your engagement for a minimum of seven years following the conclusion of the Agreement, or such longer period as may be required by law. Where CBS holds documents for AML/CTF compliance purposes (including customer identification and due diligence records), those records will be retained for a minimum of seven years as required under the AML/CTF Act. If you leave documents or material with us that are not required to be retained, they will be filed and destroyed with our documents after the applicable retention period.
9. Other activities of CBS
Nothing contained in the Agreement shall prevent or be deemed to prevent CBS providing or agreeing to provide the same or similar Services to any other person or entity, or carrying on business as a service company, except to the extent that the provision of such Services would, in the reasonable opinion of the Company, conflict with the provision of the Services to the Client under the Agreement.
CBS agrees to notify the Client as soon as practicable if a conflict of interest arises that may impair its ability to perform the Services objectively and independently.
10. Termination
10.1. By notice – Either of us may terminate the Agreement by giving the other at least 3 months’ notice in writing (unless it would be unlawful to do so), or such other period as may be specified in the Engagement Letter. The Agreement terminates on expiry of that notice period.
10.2. Events triggering immediate termination by the Client – The Client may terminate the Agreement if at any time during the Term:
(a) CBS or any of its directors or servants are found guilty of grave misconduct in relation to the affairs of the Client;
(b) CBS enters into liquidation (except voluntary administration for the purpose of reconstruction);
(c) a receiver or receiver and manager is appointed to the whole or part of the undertaking of CBS; or
(d) CBS is guilty of any gross default, breach, non-observance or non-performance of any of the terms and conditions of the Agreement.
10.3. Events triggering immediate termination by CBS – CBS may terminate the Agreement if at any time:
(a) the Client fails to make payment of any amount owing to CBS in accordance with the Agreement and the failure continues for twenty-one (21) days from the delivery of a written notice by CBS requesting payment;
(b) the Client enters into liquidation (except voluntary administration for the purpose of reconstruction);
(c) the Client is guilty of any gross default, breach, non-observance or non-performance of any of the terms and conditions of the Agreement;
(d) a receiver or receiver and manager is appointed to the whole or part of the undertakings of the Client; or
(e) CBS is required to suspend or terminate the engagement by reason of its obligations under the AML/CTF Act, including where required Client due diligence cannot be completed or where continuing the Agreement would give rise to a compliance risk that CBS cannot mitigate.
10.4. Suspension of Services – Without limiting CBS’s right to terminate the Agreement, CBS may immediately suspend the provision of all or part of the Services, without providing reasons, in any of the following circumstances:
(a) the risk of money laundering, terrorism financing or proliferation financing in connection with your engagement is, in CBS’s reasonable opinion, sufficiently high to warrant suspension pending receipt of further information or completion of additional due diligence;
(b) you have failed to provide information or documentation required by CBS under its AML/CTF obligations within a reasonable timeframe;
(c) CBS has formed a reasonable suspicion in connection with your affairs that it is investigating; or
(d) any invoice remains unpaid for more than 30 days.
CBS will lift the suspension once the relevant matter has been resolved to CBS’s reasonable satisfaction. CBS is not liable for any loss the Client suffers as a result of a suspension exercised in good faith under this clause.
10.5. Fees payable on termination – You agree to pay us for all Services we perform before termination, within 14 days after receipt of our invoice. Where we agree a fixed fee for Services, and the Services are not completed before termination, you agree to pay us for the Services that we have performed on the basis of the time spent at our then current hourly rates, up to the amount of the fixed fee.
10.6. Survival of CBS Terms – Clauses relating to confidentiality, limitation of liability, intellectual property, indemnity, and payment obligations shall survive termination or expiry of the Agreement.
11. Resolving disputes
If a dispute arises in connection with the Agreement the following process should be followed:
(a) you agree to meet with us to attempt to resolve the dispute within seven (7) days (Dispute Notice Period);
(b) if the dispute is not resolved as per clause 11(a), the dispute is by this clause submitted to mediation. The mediation must be conducted in Perth. The Institute of Arbitrators Australia Rules for the Mediation of Commercial Disputes as amended by this clause apply to the mediation, except where they conflict with this clause. If the Parties have not agreed upon the mediator and the mediator’s remuneration within seven (7) days after the Notice Period:
(i) the mediator is the person appointed by; and
(ii) the remuneration of the mediator is the amount or rate determined by,
the President of the Western Australian Law Society or the President’s nominee, acting on the request of either Party to the dispute.
If the dispute is not resolved within 28 days after the appointment of the mediator, any Party may then, but not earlier, commence proceedings in any court of competent jurisdiction.
This clause 11 does not prevent either Party from obtaining any injunctive, declaratory or other interlocutory relief from a court, which may be urgently required.
12. Force majeure
Neither of us is liable to the other for delay or failure to fulfil obligations (other than an obligation to pay) to the extent that the delay or failure arises due to an unforeseen event beyond their reasonable control which is not otherwise dealt with in the Agreement. Each of us agrees to use reasonable endeavours to remove or overcome the effects of the relevant event without delay.
13. Assignment
Neither of us may assign or deal with our rights under the Agreement without the other’s prior written consent.
14. Non-solicitation
14.1. Non-solicitation of CBS employee – You acknowledge that CBS has made a significant investment in the training, development and retention of its employee. For the duration of the Agreement and for a period of 12 months following termination or expiry of the Agreement for any reason, you must not, without the prior written consent of CBS, directly or indirectly employ, engage, solicit, approach or endeavour to entice away from CBS any employee, contractor or director of CBS who was involved in providing the Services to you.
15. Applicable law
The Agreement is governed by and construed in accordance with the laws of the State of Western Australia. The Parties agree to submit to the non-exclusive jurisdiction of the courts of Western Australia and any courts hearing appeals from those courts.
If any provision of the Agreement is held to be invalid or unenforceable in whole or in part, that provision will be deemed severed from the Agreement. The remaining provisions will continue in full force and effect, provided that if the severance substantially alters the commercial basis of the Agreement, the Parties will negotiate in good faith to amend the Agreement as necessary.
16. Client acknowledgement
By engaging CBS, you acknowledge and agree to be bound by CBS Terms as published on the Website from time to time, together with the Agreement. You acknowledge that CBS Terms are available at any time on the Website and that you have had the opportunity to read and understand them before engaging CBS. CBS may update CBS Terms from time to time by publishing a revised version on the Website. Updated CBS Terms take effect 14 days after publication. Continued engagement of CBS after that date constitutes acceptance of the updated CBS Terms. Where CBS considers a change to be material, CBS will notify you by email or in writing before the change takes effect.
17. Definitions
In the Agreement the following words and expressions have the meanings given to them below:
AML/CTF Act – the Anti-Money Laundering and Counter-Terrorism Financing Act 2006 (Cth), as amended from time to time, including by the AML/CTF Amendment Act 2024 (Cth).
Agreement – these terms of business as published on the Website from time to time, together with the Engagement Letter issued to you. Where no Engagement Letter has been issued, the Agreement comprises these terms of business alone.
CBS Terms – these terms of business as outlined above.
Client or you – client named in our Engagement Letter.
Corporate Board Services or CBS or Company or we – Corporate Board Services Pty Ltd (ACN 147 830 742).
Engagement Letter – the proposal, letter of engagement or scope of works issued by CBS to you that sets out the Services to be provided, the fees applicable and any specific terms applicable to that engagement. The Engagement Letter incorporates CBS Terms by reference to the Website address on which they are published.
Party or Parties – the Client and/or CBS.
Term – will be ongoing until terminated by either party.
Website – CBS website located at www.corpbservices.com.au, or such other URL as CBS may notify from time to time.
CBS Tax – CBS Tax Pty Ltd (ACN 37 620 744 247), an associated entity of CBS that may from time to time be involved in delivering services in connection with the Agreement.
Effective date: 1 July 2026