Document 1
Rebekah Donaldson
The Australia Broadcasting Corporation
700 Harris Street
Ultimo, NSW 2007
29 October 2020
Dear Rebekah,
Engagement Letter – Buy Out and Band 1 Employee entitlements
Further to our proposal and recent discussions we are writing to confirm our engagement with The
Australian Broadcasting Corporation (“the ABC”, “you” or our “client”) to assist with the review of Band 1
and Buyout employees. This engagement letter, including the Terms of Business, confirms the scope of
our services and the terms of our engagement.
1. Background
s 47G
2. The services
(a) Scope of Work
s 47G
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s 47G
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s 47G
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s 47G
3. Timetable
The timing and completion of this project will be dependent on the availability of data required to
complete our calculations. proposed timeline for this project
Phase
Estimated Start
Estimated Completion
Phase 1 - Understanding Data and
30 October 2020
15 January 2021
Risks
Phase 2 - Model Development
15 January 2021
16 April 2021
Phase 3 - Output Validation
16 April 2021
14 May 2021
Phase 4 - Reporting
14 May 2021
30 June 2021
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The main factors which will affect the costs associated with this estimate are:
s 47G
In addition to the fee above, we will charge you out-of-pocket expenses such as reasonable travel and
subsistence incurred in connection with the services. These will be charged 100% at cost. This amount is
inclusive of goods and services tax ("GST"). We will obtain approval from the ABC of such expenses prior
to incurring these costs.
The ABC will be invoiced on a monthly basis in arrears.
The basis of our fee arrangements is set out in the attached Terms of Business (Appendix A).
6. Limitation of Liability
Our liability in respect of the Services provided under this letter will be limited as provided for in the
Terms of Business.
7. Quality of service
It is our desire to provide you with a high quality service to meet your needs. If you believe that our
service to you could be improved, or if you are dissatisfied with any aspect of our service, please raise the
matter immediately with the engagement leader. If you would prefer to discuss these matters with
someone other than that person, please contact s 47F
, the leader of our
Trust & Risk practice in Australia who is resident in our Sydney office. This will enable us to ensure that
your concerns are dealt with promptly and appropriately.
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Appendix A - Terms of Business
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Terms of business
1.5
No liability to third parties - We accept no liability
or responsibility to any third party in connection with
These terms of business apply to the services you have
our services. You agree to reimburse us for any liability
engaged us to provide under the attached engagement letter.
(including reasonable legal costs) we incur in connection
Our engagement letter and these terms of business form the
with any claim by a third party arising from your breach
entire agreement between us about those services. They
of this agreement.
replace any earlier agreements, representations or
discussions. If anything in these terms of business is
1.6
Additional terms for legal services – Our services
inconsistent with our engagement letter, our engagement
are not legal services unless expressly identified as legal
letter takes precedence.
services in the engagement letter. The additional terms
of business for legal services apply to legal services (in
addition to these terms of business).
Contents
1
Our services
2
Your responsibilities
2 Your responsibilities
3
Fees, expenses and costs
2.1
Generally – You agree to:
4
Confidentiality and privacy
a)
provide us promptly with all information,
5
Liability
instructions and access to third parties we
reasonably require to perform the services,
6
Electronic communications and tools
including letting us know if you want us to use
7
Subcontractors (including other PwC firms)
information we hold from other engagements we
8
Filing and destruction of documents
have performed for you
b)
ensure we are permitted to use any third party
9
Performing services for others
information or intellectual property rights you
10
Termination
require us to use to perform the services
11
Relationship
c)
provide adequate and safe facilities for us when we
12
Corporations Act and SEC prohibitions
work at your premises.
13
2.2
Information – You are responsible for the
Force majeure
completeness and accuracy of information supplied to
14
Assignment
us. We may rely on this information to perform the
15
Applicable law
services and will not verify it in any way, except to the
16
Definitions
extent we have expressly agreed to do so as part of the
services.
17
Confidentiality for certain tax services
2.3
Interdependence – Our performance depends on you
1 Our services
also performing your obligations under this agreement.
1.1
You agree we are not liable for any default to the extent
Scope – We will perform the services described in our
engagement letter with reasonable skill and care.
it arises because you do not fulfil your obligations or
because information supplied is, or becomes, inaccurate
1.2
Changes – Either of us may request a change to
or incomplete, except to the extent we have expressly
the services, or anything else in this agreement.
agreed to verify its accuracy and completeness as part of
A change will not be effective unless we have both
the services.
agreed to it in writing.
1.3
Oral advice and draft deliverables – You may only
rely on our final written deliverables. If you wish to rely
3 Fees, expenses and costs
on something we have told you, please let us know so
3.1
that we can prepare a written deliverable on which you
Payment for services – You agree to pay us fees for
may rely.
our services on the basis set out in our engagement
letter.
1.4
Services for your benefit – Our services are provided
3.2 s 47
solely for your use for the purpose set out in our
engagement letter or the relevant deliverable. Except as
stated in our engagement letter or the relevant
deliverable, as required by law, or with our prior written
3.3
consent, you may not:
3.4
GST – Our fees, expenses and charges exclude GST
a)
show or provide a deliverable to any third party or
(unless stated otherwise). If a supply to you under this
include or refer to a deliverable or our name or
agreement is a taxable supply under
A New Tax System
logo in a public document
(Goods and Services Tax) Act 1999, you agree to pay us
b)
make any public statement about us or the
an amount equal to the GST we are required to pay on
services.
the taxable supply.
We consent to you providing copies of deliverables to
3.5
Invoices and payment – We will invoice you
your legal advisers provided they have agreed:
monthly, unless we have agreed something different in
(i)
the deliverables are not for their use or benefit
our engagement letter. You agree to pay the invoiced
(ii)
we accept no responsibility or liability to them
amount within 30 days from the end of the month in
(iii) they may not do any of the things referred to in
which the invoice is received.
paragraph (a) or (b) above.
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3.6
Fee scales – If we calculate our fees based on time
equal to 10 times the fees payable for the services, up to
spent at hourly or other rates, we may increase those
an overall maximum of $20 million.
rates once every six months. The increase takes effect
when we notify you.
5.3
Aggregate cap – Where more than one client is
identified in our engagement letter, the limits on our
3.7
Compliance costs – If we are required to provide
liability in this clause 5 must be allocated between them.
information regarding you or the services to comply
We do not need to know how a limit is allocated and, if it
with a statutory obligation, court order or other
is not, you agree not to dispute a limit on our liability on
compulsory process, you agree to pay the reasonable
the basis that you have not agreed how it is to be
costs and expenses we incur in doing so. This includes
allocated.
time spent by professional staff and our reasonable legal
costs. This clause does not apply to the extent a
5.4
Consequential loss – To the extent permitted by law,
compulsory process relates to our alleged wrongdoing.
we exclude all liability for:
a)
loss or corruption of data
b)
loss of profit, goodwill, business opportunity or
4 Confidentiality and privacy
anticipated savings or benefits
c)
indirect or consequential loss or damage.
4.1
Confidential information – We each agree not to
disclose each other’s confidential information, except for
5.5
No claims against employees – You agree not to
disclosures required by law or confidential disclosures
bring any claim against any of our employees personally
under our respective policies.
in connection with the services. This includes claims in
negligence but excludes claims of fraud or dishonesty.
4.2 s 47
This clause is for the benefit of our employees. You agree
that each of them may rely on it as if they were a party to
this agreement. Each of our employees involved in
providing the services relies on the protections in this
clause 5.5 and we accept the benefit of it on their behalf.
6 Electronic communications
and tools
6.1
Electronic communications – We each agree to take
reasonable precautions to protect our own information
4.3
technology systems, including implementing reasonable
procedures to guard against viruses and unauthorised
interception, access, use, corruption, loss or delay of
electronic communications.
6.2
Electronic tools – We may develop or use electronic
tools (eg spreadsheets, databases, software) in providing
the services. We are not obliged to share these tools with
you, unless they are specified as a deliverable in this
agreement. If they are not a specified deliverable, and
we do share them with you, you agree that:
a)
they remain our property
b)
we developed them solely for our use
c)
you use them at your own risk
d)
you may not provide them to any third party.
5 Liability
7 Subcontractors (including other
5.1
Accountants scheme – Our partners are members or
PwC firms)
affiliate members of the Institute of Chartered
7.1
Subcontractors – We may use subcontractors,
Accountants in Australia (ICAA). Where ICAA schemes
including other PwC firms (in Australia or overseas) to
have been approved under professional standards
perform or assist us to perform the services. Despite
legislation in force in Australian states or territories, our
this, we remain solely responsible for the services.
liability in connection with the services (other than legal
services) is limited in accordance with those ICAA
7.2
No claims against other PwC firms - No other PwC
schemes. Legislation providing for apportionment of
firm has any liability to you in connection with the
liability also applies.
services or this agreement and you agree not to bring
and to ensure none of your affiliates brings any claim
Please let us know if you would like a copy of a relevant
(including in negligence) against any other PwC firm or
scheme.
its partners or employees in connection with the services
5.2
Liability cap where no scheme – Where our liability
or this agreement. Any partner or employee of another
is not limited by a scheme, you agree our liability for all
PwC firm who deals with you in connection with the
claims connected directly or indirectly with the services
services does so solely on our behalf.
(including claims of negligence) is limited to an amount
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7.3
Benefit of clause 7.2 - Clause 7.2 is for the benefit of
11 Relationship
other PwC firms and their partners and employees (each
We are your independent contractor. You agree that we
a
beneficiary). You agree each beneficiary may rely on
clause 7.2 as if they were a party to this agreement. Each
are not in a partnership, joint venture, fiduciary,
employment, agency or other relationship with you.
beneficiary that provides or assists in providing the
Neither of us has power to bind the other.
services relies on the protections in clause 7.2 and we
accept the benefit of clause 7.2 on their behalf.
7.4
Transfer of information - We use contractors or
suppliers located in Australia and overseas to provide us
12 Corporations Act and SEC
with services we use in performing services and in our
prohibitions
internal functions. Other PwC firms may be involved in
Nothing in this agreement applies to the extent that it is
our client relationship management and other admin
prohibited by the Corporations Act 2001 (Cth) or the
systems and in quality reviews. You consent to
rules of the US Securities and Exchange Commission.
information provided to us by you or on your behalf
(including personal information and your confidential
information) being transferred to those contractors and
suppliers and to other PwC firms and our
13 Force majeure
subcontractors, so long as they are bound by
Neither of us is liable to the other for delay or failure
confidentiality obligations.
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
8 Filing and destruction of
which is not otherwise dealt with in this agreement.
documents
Each of us agrees to use reasonable endeavours to
remove or overcome the effects of the relevant event
If you leave documents or material with us, we may
without delay.
destroy them after seven years (except to the extent we
are required to retain them by law).
14 Assignment
9 Performing services for others
Neither of us may assign or deal with our rights under
this agreement without the other’s prior written consent.
Provided we do not disclose your confidential
information, you agree that we may perform services for
your competitors or other parties whose interests may
conflict with yours.
15 Applicable law
Unless our engagement letter states otherwise,
the law applying to this agreement is the law of
10 Termination
New South Wales. Both of us submit to the exclusive
jurisdiction of the courts of that state and waive any
10.1
By notice – Either of us may terminate this agreement
right either of us may have to claim that those courts do
by giving the other at least 14 days notice in writing
not have jurisdiction or are an inconvenient forum.
(unless it would be unlawful to do so). This agreement
terminates on expiry of that notice.
10.2
Changes affecting independence – Changes to the
16 Definitions
law or other circumstances beyond our reasonable
control may mean that providing the services to you
In this agreement the following words and expressions
results in us ceasing to be independent of an audit client.
have the meanings given to them below
If that happens, we may terminate this agreement
16.1
affiliate – an entity which, directly or indirectly,
immediately by giving you notice in writing.
controls or is controlled by or under common control
10.3
Fees payable on termination – You agree to pay us
with you
for all services we perform before termination, within 14
16.2
PwC firm – an entity or partnership which carries on
days after receipt of our invoice. Where we agree a fixed
business under a name which includes all or part of the
fee for services, and the services are not completed
name ‘PricewaterhouseCoopers’, or is otherwise within
before termination, you agree to pay us for the services
or a correspondent firm of the global network of
that we have performed on the basis of the time spent at
PricewaterhouseCoope rs firms, each of which is a
our then current hourly rates, up to the amount of the
separate and independent legal entity
fixed fee.
16.3
this agreement – these terms of business and the
10.4
Clauses applying after termination – The following
engagement letter to which they are attached
clauses continue to apply after termination of this
agreement: 1.3, 1.4, 1.5, 2.3, 3, 4, 5, 6.2, 7, 8, 9, 10.3,
16.4
you – client identified in our engagement letter
10.4, 11, 12, 13, 14, 15, 16 and 17.
16.5
we – the Australian firm of PricewaterhouseCoopers, a
partnership formed in Australia.
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17 Confidentiality for certain tax
services
17.1
When clauses 17.2 and 17.3 apply – Clauses 17.2
and 17.3 apply only if the services are tax services
regarding a transaction and either:
a)
you are an SEC registrant (or an affiliate of
and SEC registrant) which is audited by a
PwC firm or
b)
our tax services could give rise to a tax benefit
within the meaning of US Income Tax Regulation
1.6011-4 or a similar provision enacted by a US
state.
17.2
Permitted disclosure – You may disclose to any
person any information and materials we give you
regarding the tax treatment and structure of the
transaction (PwC materials).
17.3
Consequences of disclosure – If you make
disclosure under clause 17.2, you agree to:
a)
tell us the name and address of the person to
whom you disclose PwC materials and the PwC
materials you disclose
b)
tell the person to whom you make the disclosure
that they may not rely on any PwC materials and
that we have no liability or responsibility to them
in connection with the PwC materials
c)
use your best efforts to obtain the person’s
agreement to release and indemnify all PwC firms
from and against all liabilities (including legal
costs) arising from or in connection with the
disclosure of the PwC materials or the person’s
reliance on them.
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Appendix B - Hourly Rate Card
Grade
Hourly Rate (excl GST)
Day Rate (excl GST)
Partner
s 47
Director
Senior Manager
Manager
Senior Consultant
Consultant
