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Terms of Engagement | Independent Business Valuers IBV™

General Terms of Engagement

Version 1.0 — effective: 10/08/2026

Important notice

These General Terms of Engagement do not create a professional engagement merely because a person visits this website, submits an enquiry, requests a quotation or participates in a preliminary discussion.

These terms apply only when they are expressly incorporated into an engagement letter, proposal or other written agreement issued by Independent Business Valuations and accepted by the named client.

The version identified in the engagement document applies to that engagement. A later amendment to this website will not change an existing engagement unless IBV and the client agree in writing.

1. About Independent Business Valuers

Independent Business Valuers is a registered business name and website operated by:

Voicedrop Pty Ltd (ACN 681 925 851) as trustee for the Voicedrop Business Trust, trading as Independent Business Valuations (IBV™).

ABN: 95 280 049 220

Independent Business Valuers and Independent Business Valuations are registered business names operated by the same legal entity.

All professional valuation services, client engagements, valuation reports and invoicing are undertaken under the registered business name Independent Business Valuations (IBV™).

In these General Terms, references to “we”, “us” and “our” mean Voicedrop Pty Ltd as trustee for the Voicedrop Business Trust, trading as Independent Business Valuations.

In these General Terms:

No person is a Client or Permitted User merely because that person receives, accesses or is provided with a copy of an Engagement Letter, draft, Report or other document.

2. Agreement documents and order of priority

The Engagement consists of:

The final Report is prepared and issued under the Engagement. Its stated purpose, valuation date, basis and premise of value, assumptions, qualifications, limitations, permitted use and Permitted Users govern the use of and reliance upon that Report.

If there is an inconsistency:

Any assumption, qualification, restriction or limitation contained in the final Report applies in addition to these General Terms and does not reduce or displace any protection, exclusion or limitation contained in the Engagement Letter or these General Terms.

No draft or final Report, oral statement, correspondence or other deliverable amends the Engagement, increases IBV’s obligations or liability, changes the Liability Cap or grants reliance rights to another person unless IBV and the Client expressly agree to that amendment in writing.

A provision of these General Terms is varied by an Engagement Letter only where the Engagement Letter clearly identifies the provision being varied and expressly states the agreed variation.

3. Acceptance and commencement

An engagement begins only when:

The person accepting the engagement for an organisation confirms that they have authority to bind that organisation.

IBV may decline a proposed engagement before acceptance where, for example:

4. Scope and purpose

The Engagement Letter will identify, as applicable:

IBV will perform only the work described in the Engagement Letter.

A change to the purpose, subject, valuation date, intended users, scope, assumptions or deliverables must be agreed in writing and may affect the procedures, timetable and fees.

5. Type and extent of Services

The Engagement Letter may describe the service as a:

The agreed scope affects:

A limited-scope, calculation or indicative engagement may produce a different result from a more extensive valuation.

If a material restriction, information gap or scope limitation becomes apparent, IBV will discuss it with the Client and may:

6. Client responsibilities

The Client must:

The Client remains responsible for its:

IBV will request written confirmation that material information and assumptions supplied by the Client, management or another relevant person are complete and accurate to the best of that person’s knowledge.

7. Information and verification

IBV may rely on information supplied by:

Unless expressly included in the agreed scope:

IBV will undertake the enquiries, comparisons, calculations and reasonableness procedures considered appropriate to the agreed scope.

If information appears inconsistent, incomplete or unreliable, IBV may seek clarification, request further evidence, revise the scope by agreement, qualify the Report or decline to express a conclusion.

8. Nature of a valuation

A valuation is an estimate or professional opinion formed:

A valuation is not:

Different purposes, valuation dates, information, assumptions, scopes or valuation methods may produce different conclusions.

The price ultimately negotiated for a business or ownership interest may differ from its assessed value.

9. Forecasts and future information

Forecasts, budgets and other future financial information are inherently uncertain.

Actual results may differ materially from forecasts or assumptions because of changes in matters including:

Unless otherwise agreed in writing, IBV has no obligation to update a final Report for:

10. Independence and conflicts

IBV will consider actual, potential and perceived conflicts before and during an engagement.

The Client must disclose any relationship or circumstance that may reasonably be relevant to IBV’s objectivity or independence.

Where an engagement requires, or is represented as requiring, independence:

If a conflict arises that cannot be appropriately managed, IBV may decline, suspend or terminate the engagement after informing the Client.

11. Drafts and final Reports

A draft Valuation Memorandum, draft Report or other preliminary material may be provided only for purposes such as:

Draft material:

Only a Report expressly issued by IBV as final may be relied upon, and then only by the identified permitted users, for the stated purpose and subject to the Report’s assumptions, qualifications and limitations.

Oral comments, preliminary calculations, working papers and informal correspondence do not constitute a final valuation unless IBV expressly confirms otherwise in writing.

12. Timing

Any proposed completion date is an estimate unless the Engagement Letter expressly states that it is fixed.

Timing depends on matters including:

If delay or changed circumstances materially affect the engagement, IBV will discuss a revised timetable, scope, valuation date or fee with the Client.

13. Fees, GST and expenses

The Client must pay the fees stated in the Engagement Letter, together with GST where applicable.

Unless otherwise stated:

If an undisputed invoice remains overdue, IBV may, after giving reasonable written notice:

IBV does not charge a fee contingent on:

14. Additional and excluded services

Unless expressly included in the Engagement Letter, the agreed fee does not include:

These additional services require a separately agreed scope, timetable and fee.

IBV does not provide:

15. Suspension and termination

Either party may terminate the engagement by written notice.

IBV may suspend or terminate the engagement where:

On termination, the Client must pay for work properly performed and approved expenses incurred up to the termination date.

Any unused portion of a retainer will be refunded after deducting amounts properly payable to IBV.

Unless otherwise agreed, IBV is not required to issue an incomplete Report.

16. Permitted use and reliance

A final Report may be used only:

Without IBV’s prior written consent, the Client must not:

The Client must not file, serve, tender, adduce or otherwise rely upon the Report as expert evidence in any court, tribunal, arbitration or other adjudicative proceeding. This restriction does not prevent the Report being used for confidential legal advice, mediation or settlement negotiations for the stated purpose, provided it is not represented as an expert-witness report.

This does not prevent disclosure required by law.

The Client may provide the Report to its legal, accounting or taxation advisers for the stated purpose. Receipt of the Report does not automatically make an adviser or other recipient a permitted relying party.

A third party seeking reliance may be required to:

17. Court, tribunal and compulsory processes

IBV does not provide:

Nothing in the Engagement requires IBV to accept or perform any litigation-related service or to participate voluntarily in court, tribunal, arbitration or other dispute-resolution proceedings.

If IBV is required by subpoena, summons, court order, regulatory notice or another lawful compulsory process to produce documents, provide information, attend proceedings or give evidence concerning the Engagement, the Services or the Report, IBV will comply to the extent legally required.

Compliance with a compulsory process:

Where lawful and reasonably practicable, IBV will notify the Client of the compulsory process before complying.

To the extent permitted by law, the Client must pay:

IBV may require reasonable payment in advance for anticipated professional time and external costs, but nothing in this clause permits IBV to delay or withhold compliance with a lawful compulsory requirement.

Any conduct money, witness fee or other reimbursement received by IBV from the party issuing the compulsory process in respect of the same time or costs will be credited against the corresponding amount payable by the Client.

The Client is not responsible under this clause for costs to the extent that the compulsory process results directly from IBV’s breach of contract, negligence, fraud or wilful misconduct.

18. Confidentiality and privacy

For the purposes of these General Terms, Confidential Information means information, data or other material, in any form or medium—including written, electronic, visual or oral information—that is not publicly available.

IBV will protect and handle Confidential Information confidentially, subject to:

The Client authorises IBV to communicate with advisers and representatives nominated by the Client.

Personal information is handled in accordance with IBV’s Privacy Policy.

The Client must not provide personal or confidential information concerning another person unless the Client is authorised to do so.

19. Intellectual property and records

The Client retains ownership of documents and information it supplies.

IBV retains ownership of:

Once all amounts properly due have been paid, the Client receives a non-exclusive licence to use the final Report solely for its stated purpose and in accordance with the permitted-use provisions.

IBV’s working papers are not part of the Report and need not be provided to the Client unless required by law or expressly agreed.

IBV may retain engagement records for as long as reasonably required for:

Records may then be securely destroyed or de-identified where appropriate.

20. No financial-product advice or AFS licence

IBV does not hold an Australian Financial Services Licence and is not an authorised representative of an Australian Financial Services licensee.

IBV confines its services to valuation work and does not provide financial-product advice or another financial service requiring an AFS licence or authorisation.

Where IBV values shares, units, securities or another ownership interest, the Report is limited to an estimate or opinion of value for the stated purpose.

It is not a recommendation to:

IBV does not:

The Client should obtain advice from an appropriately licensed financial adviser before making a financial-product or investment decision.

21. No legal, taxation, accounting or insurance advice

Unless expressly agreed in writing and lawfully provided, IBV does not provide:

A valuation prepared for taxation, financial-reporting, lending, insurance or transaction purposes does not determine the ultimate legal, taxation, accounting, regulatory, lending or insurance outcome.

The Client remains responsible for obtaining advice from appropriately qualified and, where required, licensed advisers.

22. Professional status and valuation guidance

IBV and its principal are not members of CPA Australia and are not sponsored, endorsed, approved or regulated by CPA Australia. APES 225 does not apply to IBV or its principal as a mandatory member standard.

Where appropriate to an Engagement, IBV may voluntarily have regard to recognised valuation principles and guidance reflected in:

References to those materials do not represent that:

23. Liability and maximum aggregate liability

23.1 Non-excludable rights

Nothing in this agreement excludes, restricts or modifies any consumer guarantee, statutory right, remedy or liability that cannot lawfully be excluded, restricted or modified.

23.2 Australian Consumer Law

Where the Australian Consumer Law applies and permits IBV to limit its liability for failure to comply with a consumer guarantee relating to services, IBV’s liability is limited, at IBV’s option, to:

a. supplying the services again; or

b. paying the reasonable cost of having the services supplied again.

23.3 Maximum aggregate liability

Subject to clauses 23.1 and 23.2, and to the maximum extent permitted by law, the total aggregate liability of IBV and its directors, shareholders, Certified Business Valuers, officers, employees, contractors, and agents to the Client and all Permitted Users, arising out of or in connection with the Engagement, the Services, any draft or final Report, or any act or omission of IBV, is limited to the Liability Cap.

This limitation applies regardless of whether liability arises in contract, tort—including negligence—under statute, in equity, under an indemnity or otherwise.

The Liability Cap is an amount equal to two times (2x) the total professional fees actually paid to IBV for the specific Engagement, excluding GST, disbursements and third-party costs, unless a different Liability Cap is expressly stated in the Engagement Letter and accepted by both parties in writing.

23.4 One aggregate cap

The Liability Cap applies collectively to all claims arising out of or connected with the Engagement.

It is not increased by:

a. the number of claims, causes of action, claimants, Permitted Users, Reports or reliance events;

b. a claim being brought under more than one legal basis; or

c. claims arising from separate but related acts, omissions, facts or circumstances.

All related claims will be treated as one claim for the purpose of applying the Liability Cap.

23.5 Excluded losses

Subject to clauses 23.1 and 23.2, IBV is not liable for any:

a. indirect, consequential, special, exemplary or punitive loss;

b. loss of profit, revenue, business, opportunity, anticipated savings, goodwill or reputation, whether direct or indirect;

c. loss arising from a decision or transaction outside the stated purpose or permitted use of the Report;

d. loss arising from reliance by a person who is not an identified permitted user; or

e. loss arising from unauthorised reproduction, alteration, distribution, selective quotation or use of a Report.

23.6 Client and third-party causes

IBV’s liability will be reduced to the extent that the loss was caused or contributed to by:

a. inaccurate, incomplete, misleading, outdated or omitted information supplied by the Client or another person, where the deficiency could not reasonably have been identified within the agreed scope;

b. an act or omission of the Client, a permitted user or another person;

c. events or information arising after the valuation date;

d. use of a Report for a purpose other than its stated purpose;

e. a failure to follow a material qualification, limitation or recommendation stated in the Report;

f. a failure to obtain appropriate legal, taxation, accounting, insurance or financial advice; or

g. a failure to take reasonable steps to avoid or mitigate the loss.

23.7 Exceptions

The Liability Cap and exclusions in this clause do not apply to:

a. fraud or wilful misconduct by IBV; or

b. any liability that cannot lawfully be excluded or limited.

23.8 Higher liability cap

Before accepting the Engagement Letter, the Client may request that IBV consider a higher Liability Cap.

Any higher cap is subject to IBV’s written agreement and may require a change to the scope, professional fee, insurance arrangements or other engagement terms.

No higher Liability Cap applies unless it is expressly stated in the Engagement Letter and accepted by both parties in writing.

23.9 Acknowledgement

By accepting the Engagement Letter, the Client acknowledges that:

a. the Liability Cap and this clause were specifically drawn to the Client’s attention before the Engagement was accepted;

b. the Client had a reasonable opportunity to review and seek independent legal advice about them;

c. the Client was given an opportunity to request a higher Liability Cap; and

d. the agreed allocation of risk is reflected in the scope and professional fee for the Engagement.

The Client and IBV must each take reasonable steps to mitigate any loss.

24. Complaints and disputes

A Client with a concern or complaint should first contact:

Complaints Contact

Voicedrop Pty Ltd ACN 681 925 851 as trustee for the Voicedrop Business Trust, trading as Independent Business Valuations

Email: info@ibv.net.au

Telephone: 1300 270 940

IBV will acknowledge and consider the complaint and seek to resolve it promptly and fairly.

If a dispute cannot be resolved through direct discussion, either party may propose mediation by an independent mediator in Queensland.

This does not prevent either party from:

25. General provisions

An amendment to an accepted engagement must be agreed in writing.

A failure or delay by either party to exercise a right does not waive that right.

If part of the agreement is found to be invalid or unenforceable, it will be read down where possible. If it cannot be read down, it will be severed without affecting the remaining provisions.

Electronic signatures and written electronic acceptance may be used to accept an engagement.

The agreement records the entire agreement concerning the valuation service and replaces earlier discussions or correspondence about that service, except for any representation that cannot lawfully be excluded.

26. Governing law

The engagement is governed by the laws of Queensland and the Commonwealth of Australia.

Subject to any non-excludable right to bring proceedings elsewhere, the parties submit to the jurisdiction of the courts and tribunals of Queensland.

27. Contact details

Independent Business Valuations

ABN: 95 280 049 220

Email: info@ibv.net.au

Telephone: 1300 270 940

Call 1300 270 940 Fixed Professional Fee Quote