Please read through our Terms of Engagement.
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1. Who may instruct us
You confirm that you, and any other person you nominate in writing from time to time (provided we have acknowledged such nomination), are authorised to give us instructions and information on behalf of all persons we are acting for and to receive our advice and documents on their behalf.
If we are acting for a business, and we receive conflicting advice, information or instructions from different persons, we may refer the matter to the Board of Directors, partners or proprietors (as applicable) and act only as requested by them.
2. You and your spouse or partner
Where applicable, we will advise you and your spouse or partner on the basis that you are a family unit with shared interests. We may deal with either of you and may discuss with either of you the affairs of the other. If you wish to change these arrangements, please let us know.
3. Know your customer
From 1 October 2018, all New Zealand accounting practices became subject to New Zealand's Anti-Money Laundering and Countering Financing of Terrorism Act 2009. Where we are required to conduct customer due diligence, this Act does not allow us to act, or continue to act, for our clients unless we have conducted that due diligence.
Accordingly, we may be required to verify your identity for the purposes of the anti-money laundering laws. We may request from you such information as we require for these purposes and make searches of appropriate databases.
4. Your responsibilities
You must provide us with all information necessary for dealing with your affairs including information which we reasonably request, in sufficient time to enable our services to be completed before any applicable deadline. We will rely on such information being true, correct and complete and will not audit the information.
You authorise us to approach such third parties as may be appropriate for information that we consider necessary to deal with your affairs.
You must keep us informed on a timely basis of changes in your circumstances that may affect our services.
5. Qualifications on our services
To the extent our services involve the performance of services established by law, nothing in the engagement letter or these terms reduce our obligations under such law.
You must not act on advice given by us on an earlier occasion without first confirming with us that the advice is still valid.
Our services are limited exclusively to those you have engaged us to perform. Unless otherwise specified in the engagement letter, our services cannot be relied upon to identify or disclose irregularities and errors, including fraud and other illegal acts, in your affairs. Neither an audit nor a review will be conducted and, accordingly, no assurance will be expressed.
Where our engagement is recurring, we may amend our engagement letter and these terms where we consider it is necessary or appropriate to do so. If you do not accept such amendments, you must notify us promptly in which case you may terminate our engagement in accordance with section 17 below and those amendments will not apply prior to such termination.
6. Reliance on advice
We will endeavour to record all advice on important matters in writing. Advice given verbally is not intended to be relied upon unless confirmed in writing. If we provide verbal advice (for example during a meeting or telephone conversation) that you wish to rely on, you must ask us to confirm the advice in writing.
7. Investment and financial advisory advice
We are prohibited from providing you with investment or financial advice regulated under the Financial Markets Conduct Act 2013, as amended by the Financial Services Legislation Amendment Act 2019.
8. Professional obligations and confidentiality
We are required to comply with all applicable by-laws, rules, regulations, professional and ethical standards, membership obligations, and guidelines of Chartered Accountants Australia and New Zealand and the New Zealand Institute of Chartered Accountants (NZICA).
These requirements include the NZICA Code of Ethics, which among other things contains confidentiality requirements. In accordance with these requirements, we will not disclose information we obtain in the course of this engagement to other parties, without your express consent, except as required by:
9. Conflicts of interest
We will inform you if we become aware of any conflict of interest in our relationship with you (including between the various persons this engagement letter covers) or in our relationship with you and another client. Where conflicts are identified which cannot be managed in a way that protects your interests or you do not consent to the way in which we propose to manage the conflict then we will be unable to provide further services to some or all of the persons to whom this engagement applies. If this arises, we will inform you promptly.
We may act for other clients whose interests are not the same as or are adverse to yours, subject to the obligations of conflicts of interest and confidentiality referred to above.
10. Fees and payment
Our fees will be charged on the basis set out in the engagement letter and have been set based on the level of skill, responsibility, importance and value of the advice, as well as the level of risk. Our current hourly rate is $200 + GST per hour, and this rate is subject to change at any time without notice.
If we have provided you with an estimate of our fees for any specific work, this is an estimate only and our actual fees may vary.
We may provide a fixed fee for the provision of specific services. If it becomes apparent to us, due to unforeseen circumstances, that a fixed fee is inadequate, we may notify you of a revised figure and seek your agreement to it.
Where we are the subscriber for your accounting software and on-charge this cost to you, we will charge you the retail cost as advertised by the supplier. The supplier may in some cases offer us commission or a discount, which we may retain as a commission or margin.
We will bill monthly and our invoices are due for payment within 7 days of issue. Our fees set out in our engagement letter are exclusive of GST which will be added to our invoice where it is chargeable. Any disbursements and expenses we incur in the course of performing our services will be added to our invoices where appropriate.
Unless otherwise agreed to the contrary, our fees do not include the costs of any counsel, or other professionals or third parties engaged with your approval.
We may charge interest on overdue invoices at the rate of 19% per annum above the Reserve Bank of New Zealand cash rate. In addition, we may take recovery action in relation to overdue amounts, including referring any outstanding account or non-payment details to a debt collection agency. You agree to pay any costs associated with collecting payment, including but not limited to debt collection costs, court costs, and legal expenses incurred by or on behalf of us, and the cost of our time spent attending to all matters pertaining to the process of recovering outstanding amounts which will be calculated on an hourly basis at our usual charge out rate.
We may also suspend our services or to cease to act for you on giving written notice if payment of any fees is unduly delayed. We intend to exercise these rights only where it is fair and reasonable to do so.
11. Lien
If permitted by law and not prohibited by professional standards or guidelines, we may exercise a lien over all materials or records in our possession relating to all engagements for you until all outstanding fees and disbursements are paid in full.
12. Disclosure permissions
In accepting this engagement, you provide us with your express consent to disclose your information to:
We will take reasonable steps to ensure any such recipient (other than a regulatory body) keeps such information confidential on the same basis we maintain in respect to your information (see clause 8).
We may retain your information during and after our engagement to comply with our legal requirements or as part of our regular IT back-up and archiving practices and also for professional reasons (e.g. to perform the work under this engagement or to comply with our professional and ethical obligations) . We will continue to hold such information confidentially.
We may mention that you are a client for promotional purposes.
13. Privacy
We may collect, store, use and disclose your personal information for the purposes of providing the services described in the engagement letter to you and to comply with our obligations in section 9 above and in accordance with the disclosure exceptions outlined in section 8 above. We will comply with the Privacy Act 2020 when collecting, storing, using and sharing your personal information. Our Privacy Policy provides further details of our privacy practices and our obligations to you.
14. Ownership of materials
We own the copyright and all other intellectual property rights in everything we create in connection with this engagement. Unless we agree otherwise, anything we create in connection with this agreement may be used by you only for the purpose for which you have engaged us.
All working papers prepared by us (in any form whatsoever, including physical and electronic) remain our property. We will retain these papers in accordance with our normal record keeping practices in accordance with our professional and legal obligations.
You agree we can use your logos and trade marks for the sole purpose of providing advice to you in connection with the engagement, unless you tell us otherwise.
15. Limitation of liability
To the maximum extent permitted by law, our maximum aggregate liability to you (jointly) under or in connection with this engagement letter or its subject matter, whether in contract, equity, tort or otherwise, for all claims in relation to a matter, is limited to the lessor of the value of the fees paid in relation to that matter or $20,000. Our directors, employees and agents will have no liability to you whatsoever and howsoever arising, and you agree not to bring any claim against any of our directors, employees, or agents in their personal capacity.
To the maximum extent permitted by law, we are not liable to you for:
16. Limitation of third party rights
Our advice and information is for your sole use, and we accept no responsibility to any third party, unless we have expressly agreed in the engagement letter that a specified third party may rely on our work.
You agree to indemnify and hold harmless us, including our directors, employees and agents, against any and all losses, claims, actions, demands, damages, liabilities, expenses (including legal costs on a solicitor/client basis) and proceedings whatsoever suffered or incurred by us in respect of any claim by a third party arising out of or in any way related to our services or this agreement.
17. Termination
Each of us may terminate this agreement by giving not less than 7 days’ notice in writing to the other party, except where a conflict of interest has arisen, you fail to cooperate with us, or we have reason to believe that you have provided us or any other person with misleading or factually inaccurate information, in which case we may terminate this agreement immediately. Termination will not affect any accrued rights.
18. Communication
You must advise of any changes to your contact details. We may send any communications to the last contact details you have provided. Unless you instruct us otherwise we may, where appropriate, communicate with you and with third parties via email or by other electronic means. The recipient is responsible for virus checking emails and any attachments. There is a risk of non-receipt, delayed receipt, inadvertent misdirection or interception by third parties in any form of communication, whether electronic, postal or otherwise. We are not responsible for any such matters beyond our control.
We may send you updates, newsletters, or other communications. Please advise us if you do not wish to receive these.
19. Applicable Law
Our engagement is governed by New Zealand law. The New Zealand courts have non-exclusive jurisdiction in relation to any dispute between us.
20. Interpretation
If any provision of the engagement letter or these terms is void, that provision will be severed and the remainder will continue to apply. If there is any conflict between the engagement letter and these terms, these terms prevail.
21. Disputes and complaints
If you have any concerns about our costs or services, please speak to the person responsible for this engagement, who is identified in our engagement letter. To resolve your concerns we have policies and procedures in place to deal appropriately with complaints and will use best endeavours to resolve a complaint or dispute to the mutual satisfaction of the parties involved. We may require you to detail your complaint in writing to allow us to fully investigate any concerns that you raise.
22. Service Providers
We may utilise the services of software providers, sub-contractors, and other third parties from time to time to provide the services set out under this engagement letter. To perform the services, we may provide these third parties with access to your data to the extent this is required to perform the services. In the case of software providers this may require information being sent and/or stored overseas where relevant, in accordance with our Privacy Policy.
Specific service providers utilised include Xero and MYOB (accounting software), Microsoft (data storage and software) and Advance Finserv (accounting services). Data is stored in the cloud by Xero, MYOB, and Microsoft.
Compilation of Financial Statements and Preparation of Tax Returns
In addition, the below terms apply to engagements which include the compilation of financial statements and preparation of tax returns:
23. General terms
On the basis of information and instructions you provide, we will compile any required financial statements for you. This engagement will be performed in accordance with Service Engagement Standard No.2 Compilation of Financial Information (SES-2) issued by the New Zealand Institute of Chartered Accountants.
The financial statements will be prepared as special purpose financial statements for management and taxation purposes. You understand that they may not be suitable for other purposes. They will be prepared in accordance with the Tax Administration (Financial Statements) Order 2014.
Our procedures will not include verification or validation procedures. No audit or review engagement will be performed and accordingly no assurance will be expressed. The financial statements will be conspicuously marked as being unaudited.
24. Extent of Services
We do not accept any responsibility for the accuracy and completeness of the accounting records and other information you supply to us or for the reliability, accuracy and completeness of the financial information compiled on the basis of those records and information. We also do not accept any responsibility for the maintenance of adequate accounting records, an adequate internal control structure and the selection and application of appropriate accounting policies within your organisation. In addition you are solely responsible to users of the financial information we compile.
You will be required to review and approve the final tax returns and/or financial reports for reasonableness and correctness, and you will need to understand the importance and risks of signing tax returns or other statutory compliance documents as being true and correct statutory records.
The information you are to supply and any other information that we consider necessary to complete the engagement must be provided on a timely basis in order that the engagement can be completed on a timely basis.
Our engagement does not include the investigation or discovery of internal control weaknesses, errors, illegal acts or other irregularities, including without limitation, fraud, or non-compliance with laws and regulations. However, we will inform you of any such matters which come to our attention during the course of our engagement.
If, for any reason, we are unable to complete the compilation of your financial information, or we consider the information to be misleading, we may refer to such matters within our compilation report or we may determine, at our sole discretion, not to issue a report.
25. Independence
Independence is not a requirement for a compilation engagement.
If we are aware that we are not independent of you, this fact will be stated in our report. However we will not conduct a comprehensive review to determine whether we are, or are not, independent of you.
26. Use and distribution of the financial information
We understand that the intended use and distribution of the financial information we will compile is limited to you for the preparation and support of your tax returns only. If this should change in any material respect, you will inform us immediately. We will not accept any responsibility to any person, other than you, for the contents of the financial statements.
No person should rely on the financial statements without having an audit or review engagement conducted.
You agree that we will include a disclaimer on compiled information and that it forms part of the financial statements and is to remain attached to any copies of the financial statements distributed to third parties. If you distribute the financial statements (or any other report) to any person without attaching to them (or that report) our statement disclaiming liability, then you agree that you will indemnify us against all claims, actions, damages, liabilities, costs and expenses (including but not limited to legal costs and expenses) incurred by us and arising out of or in connection with any action, claim, or proceeding brought by any third party in connection with the services provided by us to you. This clause does not limit our rights under clause 16.
27. Tax Returns
We will prepare tax returns and forms on the basis of information you provide, for the tax types and periods set out in our engagement letter. You are responsible for the information provided, including for providing accurate and complete information. Our procedures will not include verification or validation of information provided by you.
You understand and agree that tax positions taken and interpretation of legislation are not beyond challenge, and our opinion or advice should not be viewed as an assertion of fact. You agree that responsibility for the content of any returns rests with you.
You will be required to review and approve the final tax returns and you will need to understand the importance and risks of signing tax returns or other statutory compliance documents as being true and correct statutory records.
We will notify you of any amounts which are payable, or refunds due. You will be responsible for paying or receiving these amounts directly to/from Inland Revenue.
28. Authority to communicate
You grant to us, and confirm, that we have full authority to communicate with, to obtain information from, and to share information with, any third party in relation to you and your affairs, including Inland Revenue, ACC, any bank, any lawyer, any financial advisor, and WINZ, for any purpose relating to the provision of the services.
You agree to authorise us to represent you as your tax agent, and where necessary, to sign income tax returns, GST returns, and any other IRD returns or forms on your behalf as required. You provide authority for us to obtain information from Inland Revenue about all tax types (except child support) and through all Inland Revenue media and communication channel
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