Master Agreement (Terms & Conditions)

Version 2026-10-17j · Fingerprint 1f008d019ae84ee4

This Master Agreement is the contract between Redhorse Accounting and each client. It sets the general terms; each service is described in a Schedule. A client accepts this agreement and the relevant Schedule by signing electronically at sign-up, or by signing a written copy.

1. Parties and structure

1.1 This agreement is between:

• Redhorse Accounting (ABN 43 532 575 493), a sole trader practice (Redhorse, we, us), whose principal is a Chartered Accountant who is a member of Chartered Accountants Australia and New Zealand (CA ANZ), holds a CA ANZ Certificate of Public Practice, and is a registered BAS agent (registration number 26085346); and
• the person or business named in the sign-up details or a signed Schedule (Client, you).

1.2 The agreement is made up of:

1. these general terms;
2. each Schedule you accept, which describes a service, its scope and its fee; and
3. any written quote you accept for extra work.

1.3 If these documents conflict, these general terms apply, except that a Schedule or accepted quote decides what services are included and what they cost.

2. Definitions

3. Start, term and changes to services

3.1 This agreement starts when you accept it and continues month to month until either party ends it under clause 12.

3.2 To add a service, you accept a new Schedule or a written quote. To remove one, give notice under that Schedule.

3.3 We may change the Portal's features from time to time. We won't remove a feature that a Schedule promises without giving you 30 days' notice and the option to cancel.

3.4 We may change these terms or a Schedule by giving you at least 30 days' written notice. If you don't agree with a change, you may end the affected Services before it takes effect, without penalty.

4. Fees, invoices and GST

4.1 You pay the Fees set out in each Schedule and accepted quote.

4.2 Unless stated otherwise, Fees exclude GST. We add GST and issue a tax invoice for each payment.

4.3 Monthly Fees are payable monthly in advance. Fees for one-off work, such as Xero setup, catch-up bookkeeping or a payroll setup, are payable in advance, and we start the work once payment is received.

4.4 You pay by direct debit or by EFT bank transfer, as you choose at sign-up. If you choose direct debit, you authorise us, through our direct debit provider Ezidebit, to collect monthly Fees from your nominated account and to retry a failed payment. If you choose EFT, you pay each invoice into the bank account shown on our tax invoice before the start of the month it covers. We will never change our bank details by email alone; if you receive a message saying they've changed, call us to check before paying.

4.5 If an amount is unpaid 14 days after its due date, we may suspend the Services under clause 12.2. We may charge a late payment fee of $10 (including GST) for each payment not received by its due date, including a failed direct debit. We don't charge interest on late payments.

4.6 Fees already paid are not refundable, except where this agreement or the law requires a refund.

5. Your obligations

5.1 You must:

1. give us complete, accurate and timely information, and tell us promptly if anything you've given us is wrong;
2. review and approve our work where a Schedule requires it, before it is lodged or finalised;
3. keep your own business records for as long as the law requires;
4. keep your Third-Party Service subscriptions, such as Xero, active and paid;
5. use the Portal only for your own business and only lawfully; and
6. keep your login details secure and tell us promptly about any unauthorised use.

5.2 You remain responsible for your own tax and legal obligations. Our Services help you meet them; they don't transfer them to us.

6. Our obligations

6.1 We will provide the Services with due care and skill, within the times set out in each Schedule or agreed with you.

6.2 We will comply with:

1. the Tax Agent Services Act 2009, including the Code of Professional Conduct, and the requirements of the Tax Practitioners Board;
2. the professional and ethical standards of Chartered Accountants Australia and New Zealand, including APES 110 and APES 305; and
3. the Privacy Act 1988 and the Australian Privacy Principles in how we handle personal information.

6.3 We will hold professional indemnity insurance while this agreement continues.

6.4 We may use staff, contractors and software, including AI, to help provide the Services. We remain responsible for their work. A qualified person reviews any lodgement before it is made.

6.5 We won't follow an instruction that is unlawful or that would breach our professional obligations. We'll tell you why.

7. Confidentiality

7.1 Each party must keep the other's Confidential Information confidential and use it only for this agreement.

7.2 A party may disclose Confidential Information:

1. to its staff, contractors and service providers who need it to perform this agreement and who are bound by confidentiality obligations;
2. to the ATO or another government agency, to provide the Services;
3. with the other party's consent; or
4. where the law, a court or a professional body requires it. This includes CA ANZ's quality review program, whose reviewers are bound by confidentiality, and our obligations to respond to actual or suspected non-compliance with laws and regulations (NOCLAR) under APES 110.

7.3 This clause continues after the agreement ends.

8. Data, privacy and security

8.1 We collect, use and disclose personal information as set out in the Redhorse Privacy Policy, which forms part of this agreement.

8.2 We will take reasonable steps to protect Client Data from misuse, loss and unauthorised access, including encryption in transit, access controls and regular backups.

8.3 We store Client Data in Australia where practical. Some Third-Party Services process data overseas, as listed in the Privacy Policy.

8.4 If we become aware of a data breach affecting your Client Data, we will tell you promptly, take steps to contain it, and notify the Office of the Australian Information Commissioner and affected people where the law requires.

8.5 We keep Client Data for as long as we need it to provide the Services and meet our record-keeping obligations, generally five years after the relevant period, then securely delete it.

9. Intellectual property

9.1 Your data is yours. You own your Client Data. You give us a licence to use it only to provide the Services and meet our legal obligations.

9.2 The Portal is ours. We own the Portal, its software, design and content. While this agreement continues, you may use the Portal for your own business. You may not copy, resell or reverse engineer it.

9.2A No lien. We won't hold back your documents or data because of a fee dispute.

9.3 Reports we prepare for you. You may use the reports, BAS and commentary we prepare for you for your own business purposes.

9.4 Improving the Portal. We may use anonymised information that can't identify you or your business, such as how often features are used, to improve the Portal. We won't use your Client Data to train AI models.

10. Third-Party Services

10.1 The Services rely on Third-Party Services, including Xero, the ATO's online services, Cloudflare (website, email and security), our hosting provider, and Anthropic (AI used to read receipts and draft commentary).

10.2 Your use of Xero is under your own agreement with Xero. You can disconnect the Portal from Xero at any time.

10.3 We choose Third-Party Services with care, but we don't control them. We aren't liable for their outages, errors or changes, except to the extent we caused or contributed to the loss.

10.4 If a Third-Party Service changes in a way that affects the Services, we'll tell you and work out an alternative where we reasonably can.

11. Liability

11.1 Consumer law. Nothing in this agreement excludes, restricts or modifies any right or remedy you have under the Australian Consumer Law that can't lawfully be excluded. Where the law allows, our liability for failing to meet a consumer guarantee is limited to supplying the Services again, or paying the cost of having them supplied again.

11.2 Losses we're not liable for. To the extent the law allows, we aren't liable for:

1. indirect or consequential loss, or loss of profit, revenue or opportunity;
2. loss caused by information you didn't give us, gave late or gave inaccurately;
3. ATO penalties or interest caused by your late approval or payment; or
4. loss caused by a Third-Party Service, except to the extent we caused or contributed to it.

11.3 Your liability. You are responsible for loss we suffer because you gave us false or misleading information on purpose, or used the Portal unlawfully.

11.4 Professional Standards Scheme. Our liability is limited by the CA ANZ Professional Standards Scheme, approved under Professional Standards Legislation. Where the Scheme applies, our liability is limited to the amount set by the Scheme. Liability limited by a scheme approved under Professional Standards Legislation.

12. Suspension and termination

12.1 By you. There's no lock-in contract. You may end this agreement or any Service by giving us one month's written notice, in the Portal or by email. Fees are payable for the notice period. This doesn't limit your right to end the Services without notice under clause 3.4 or where a Schedule says you may cancel before a change takes effect.

12.2 Suspension. We may suspend the Services if Fees are unpaid 14 days after the due date and we've reminded you. We'll resume them once the amount is paid. Before suspending, we'll tell you about any lodgement due in the next 30 days.

12.3 By us. We may end this agreement:

1. with 30 days' written notice, for any reason;
2. immediately, if you don't pay within 30 days after a suspension notice, ask us to act unlawfully, or seriously breach this agreement; or
3. immediately, if continuing would breach our professional obligations.

12.3A If you don't give us what we need. Our Services depend on your information and responses. If you don't provide information or respond to our queries after we've asked in writing and given you at least 14 days to do so, then:

1. we're released from our obligations for the work affected, including any lodgement that depends on it, and we aren't responsible for any resulting penalties, interest or loss; and
2. we may cancel your plan and end this agreement by written notice. Before we do, we'll tell you about any lodgement due in the next 30 days.

12.4 When it ends:

1. you pay Fees owing up to the end date;
2. we complete any lodgement you've already approved, if Fees for it are paid;
3. we remove ourselves as your agent with the ATO and disconnect the Portal from your Xero file;
4. you can download your Client Data from the Portal for 30 days, and we'll give it to your new adviser with your permission; and
5. clauses 7, 8, 9, 11 and 13 continue to apply.

13. Disputes

13.1 If a dispute arises, either party may give the other written notice describing it. We'll both try in good faith to resolve it within 10 Business Days.

13.2 If it isn't resolved, either party may refer it to mediation in Brisbane, with a mediator agreed between us or appointed by the Resolution Institute. Each party pays its own costs and half the mediator's fees.

13.3 Neither party may start court proceedings until mediation has been tried, except to seek urgent relief.

13.4 This clause doesn't stop you complaining to the Tax Practitioners Board or Chartered Accountants ANZ at any time.

14. Notices

14.1 Notices under this agreement are given by email: to you, at the email address in your Portal account; to us, at hello@redhorseaccounting.com.au. We may also give notices in the Portal.

14.2 An email notice is received when it's sent, unless the sender receives a delivery failure message. If it's sent after 5pm or on a day that isn't a Business Day, it's received on the next Business Day.

14.3 Keep your email address up to date in the Portal.

15. General

15.1 Assignment. You may not transfer this agreement without our consent. We may transfer it to a related company or to a buyer of the Redhorse business, if we give you notice and the Services continue on the same terms.

15.1A Move to a company. We intend to move the Redhorse practice to a related company, Growit Group Pty Ltd (ABN 15 646 718 078), which is controlled by the Redhorse principal. Before that happens, we'll give you at least 30 days' written notice and ask you to accept updated terms naming the company. The Services, Fees and the people doing your work won't change because of the move. If you don't want to continue with the company, you may end this agreement before the move without penalty.

15.2 Events outside our control. Neither party is liable for delay caused by events beyond its reasonable control, such as natural disasters or an outage of a Third-Party Service. The affected party must tell the other and do what it reasonably can to limit the delay.

15.3 Entire agreement. This agreement, its Schedules and accepted quotes are the whole agreement on their subject. They replace any earlier arrangement.

15.4 Severability. If any part of this agreement is unenforceable, it is read down or removed, and the rest continues.

15.5 Waiver. A party doesn't give up a right just by not exercising it straight away.

15.6 Relationship. We're an independent contractor. Nothing in this agreement creates a partnership or employment.

15.7 Electronic acceptance. This agreement may be accepted electronically, and an electronic acceptance is as binding as a signature.

15.8 Governing law. This agreement is governed by the law of Queensland. Each party submits to the courts of Queensland.

16. Schedules and acceptance

When you accept online, the Portal records your name, email, business, the date and time, and the version of this agreement and each Schedule you accepted. We keep that record for at least five years after the agreement ends, and you can ask for a copy at any time.