Master Agreement (Terms & Conditions)

Version 2026-10-11 draft · Fingerprint 9982b599ba6b4774

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.

Draft for review. Have a lawyer and your professional indemnity insurer review this agreement before use. Square-bracketed items need your decision.

1. Parties and structure

1.1 This agreement is between:

• Growit Group Pty Ltd (ACN 646 718 078, ABN 15 646 718 078), trading as Redhorse Accounting (Redhorse, we, us), whose services are provided by a Chartered Accountant holding a CA ANZ Certificate of Public Practice and registered as a BAS agent (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 charged in advance. Other Fees are due within [14] days of our invoice.

4.4 You authorise us to collect monthly Fees by the payment method you nominate at sign-up, and to retry a failed payment.

4.5 If an amount is unpaid [14] days after its due date, we may suspend the Services under clause 12.2. We won't charge interest on late payments [unless stated in the Schedule].

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.

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.

9.3 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 Cap. To the extent the law allows, our total liability arising out of this agreement is limited to [the Fees you paid in the 12 months before the claim arose].

11.3 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.

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

11.5 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. [Apply for CA ANZ Practice Entity Membership so the Scheme also covers Growit Group Pty Ltd.]

12. Suspension and termination

12.1 By you. You may end this agreement or any Service at any time, in the Portal or by email. It ends at the end of the period you've paid for.

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.

12.4 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.

15.2 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.

Schedule 1 — Monthly BAS Service (Engagement terms)

Version 2026-10-11 draft · Fingerprint 602105806409fea8

These terms set out what Redhorse does for you each month, what we need from you, and how the arrangement works. They sit under the Redhorse Master Agreement as its Schedule 1: the Master Agreement covers the general legal terms, and this schedule covers the monthly BAS service. You accept both when you sign at sign-up.

Draft for review. Have a lawyer and your professional indemnity insurer review these terms before clients sign them. Square-bracketed items still need your decision.

1. Who we are and who you are

We are Growit Group Pty Ltd (ACN 646 718 078, ABN 15 646 718 078), trading as Redhorse Accounting. Our services are provided and supervised by 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).

You are the business named at sign-up, and anyone you authorise to use the portal for that business.

We are a BAS agent, not a tax agent. We can't prepare or lodge income tax returns, or give advice about income tax. See section 3 for how tax returns are handled.

You can check our registration on the Tax Practitioners Board register at tpb.gov.au.

2. What's included

For $80 a month plus GST, we provide:

1. Receipts and bills. You send receipts by photo, upload or email. We read them, suggest coding, check them, and record them in your Xero file.
2. Quality checks. We flag possible duplicates, GST errors, unusual coding, large overspends and unusually long shifts, and ask you to confirm or explain.
3. Your numbers in the portal. Sales, results, cash, invoices owing and a forecast, drawn from your Xero file.
4. Bills and timesheets into Xero. Supplier bills you approve, and timesheets you submit, are entered in Xero for you to pay or run payroll.
5. Monthly CFO-style review. Commentary on your key ratios and results, with practical suggestions. This is general business commentary, not financial product advice.
6. Quarterly BAS. We prepare your Business Activity Statement, send it to you for approval, and lodge it with the ATO.

The package suits a business with up to [200] receipts and bills a month and one Xero file. If you regularly go over that, we'll talk to you before changing anything.

3. What isn't included

The monthly fee doesn't cover:

• setting up Xero, or catch-up bookkeeping for past periods
• processing payroll, single touch payroll (STP) lodgements or superannuation payments, beyond entering the timesheets you submit
• annual GST returns, instalment activity statements or other lodgements not listed in section 2
• work for more than one business or Xero file
• income tax returns or income tax advice

If you need any of these, we'll quote a fixed price and get your agreement in writing before we start.

Tax returns. You choose how your tax return is done:

• A Redhorse partner. We match you with a registered tax agent, based on what you told us matters to you. The partner contracts with you directly and sets their own fees.
• Your own accountant. We keep your books ready for them and, with your permission, give them what they need at year end.

Either way, the tax agent is responsible for your tax return, not Redhorse.

4. Your responsibilities

You remain responsible for your own tax affairs, including the accuracy of what is lodged for you. To make that work, you agree to:

• send us all receipts, bills and information relevant to your business, and tell us about anything unusual, such as asset purchases, loans, private use or cash sales
• give complete and accurate information, and answer our queries in the portal promptly
• review the coding we suggest, and check each BAS before you approve it
• keep your Xero subscription active and the connection to the portal in place
• keep your business records for at least five years, as the law requires
• tell us promptly about changes to your business, such as a new entity, a change of ownership, or registering or cancelling GST

If you give us complete and accurate information on time, the law may protect you from some ATO penalties if we make a mistake. This is often called safe harbour. It doesn't apply to information you didn't give us, or gave late.

5. Our responsibilities and professional standards

We will do the work in section 2 with reasonable care and skill, and on time. In doing so we:

• follow the Code of Professional Conduct in the Tax Agent Services Act 2009 and the Tax Practitioners Board's requirements
• follow the CA ANZ professional standards, including APES 110 Code of Ethics for Professional Accountants and APES 305 Terms of Engagement
• keep your information confidential, except where you agree or the law requires us to share it (section 9)
• tell you about any conflict of interest and how we'll manage it
• tell you if we can't meet a deadline, before it passes
• keep professional indemnity insurance

We can't act on instructions that are illegal or that would breach our professional obligations. If that happens, we'll explain why.

6. Your BAS and the ATO

You authorise us to act as your BAS agent with the ATO. This lets us add you to our client list, see your ATO activity statement accounts, and prepare and lodge your BAS.

Each quarter:

1. We prepare your BAS from your Xero file and send it to you in the portal, with any queries.
2. You review it and approve it. Your approval is your declaration that the information is true and correct.
3. We lodge it with the ATO and tell you the amount payable or refundable and the due date.

We won't lodge a BAS you haven't approved. Paying the ATO is your responsibility; we don't handle your money.

Lodging through a registered agent usually gives you more time to lodge and pay. We'll confirm your due dates each quarter. If you don't approve in time, we'll lodge as soon as you do, but any ATO penalties or interest for late lodgement are your responsibility.

7. Fees and payment

• Monthly fee: $80 plus GST ($88 including GST), charged monthly in advance from the day you sign up.
• How you pay: by [direct debit / card], collected automatically each month. We send a tax invoice each time.
• Extra work: quoted at a fixed price and agreed in writing before we start.
• Price changes: we give you at least 30 days' notice in writing. You can cancel before the new price applies.
• Late payment: if a payment fails, we'll tell you and try again. If it's still unpaid after [14] days, we may pause the service until it's paid. We'll always tell you before a BAS due date is affected.

Fees already paid for the current month aren't refunded when you cancel, except where the law requires.

8. The portal, Xero and automation

Your Xero file stays yours. You keep your own Xero subscription. When you connect it to the portal, you choose what the portal can do, and you can disconnect it at any time in Xero. The portal can read your chart of accounts and reports, add suppliers, and create draft bills with receipts attached. It can't move money or change your bank details.

Automation helps, people check. The portal uses software, including AI, to read receipts, suggest coding, flag unusual items and draft commentary. These suggestions can be wrong. You check the coding when you publish a receipt, and we review your figures before we prepare your BAS. AI is never the final decision on what's lodged.

Your login. Keep your password private, and tell us straight away if you think someone else has used your account. You're responsible for what happens under your login, unless it's caused by our failure to keep the portal secure.

Availability. We aim to keep the portal running at all times, but it relies on services such as Xero, the ATO and our hosting providers. If any of them is unavailable, we'll work around it and tell you if a deadline is at risk.

9. Privacy, confidentiality and tax partners

We handle your information as described in the Redhorse Privacy Policy. In short, we share it only:

• with the ATO, to lodge for you
• with Xero and the service providers that run the portal, under confidentiality terms
• with a tax agent, only when you ask us to
• where the law requires it

Tax partners. If you choose a Redhorse partner for your tax return, we'll only pass your details and books to them once you've confirmed the match. If you use your own accountant, we'll share your books with them when you ask.

Referral fees. [We don't receive referral fees from partner tax agents.] or [We receive a referral fee of [amount] from the partner tax agent. This doesn't change what you pay them.] Choose one before publishing.

10. Liability and your consumer rights

The Master Agreement sets out how our liability is limited. In plain terms:

• Nothing in these terms takes away your rights under the Australian Consumer Law. Services we provide come with guarantees that can't be excluded.
• We're responsible for errors we make. We aren't responsible for losses caused by information you didn't give us, gave late or gave inaccurately, or by services outside our control, such as Xero, your bank or the ATO's systems.
• We are covered by the CA ANZ Professional Standards Scheme, which limits our liability: Liability limited by a scheme approved under Professional Standards Legislation.

11. Ending the engagement

There's no lock-in. You can cancel at any time in the portal or by email. Your cancellation takes effect at the end of the month you've paid for.

We can end the engagement with 30 days' written notice. We can end it sooner if fees remain unpaid after we've reminded you, if you ask us to act unlawfully, or if continuing would breach our professional obligations.

When the engagement ends:

1. We finish any BAS you've already approved, and tell you what's outstanding.
2. We remove ourselves as your BAS agent with the ATO.
3. You can download your receipts and records from the portal for 30 days, or ask us for a copy.
4. The portal's connection to your Xero file is removed. Everything in your Xero file stays yours.

If you move to another BAS agent or accountant, we'll give them the information they need, with your permission.

12. Complaints

If you're unhappy with our service, please tell us first at hello@redhorseaccounting.com.au. We'll acknowledge your complaint within [2] business days and aim to resolve it within [14] days.

If you're not satisfied with our response, you can complain to:

• the Tax Practitioners Board, about our conduct as a registered BAS agent, at tpb.gov.au
• Chartered Accountants ANZ, about a member's professional conduct, at charteredaccountantsanz.com

13. General

• Changes to these terms. We'll give you at least 30 days' notice of any change, by email and in the portal. If you don't agree, you can cancel before it takes effect.
• Order of documents. If these terms and the Master Agreement conflict, the Master Agreement applies, except that this schedule decides what services are included.
• Law. These terms are governed by the law of Queensland.