Terms and Conditions of Engagement

2.1 You accept responsibility for the accuracy and completeness of the accounting records and other information supplied to us, and for the reliability, accuracy and completeness of the financial information compiled on the basis of those records and information.

2.2 You accept responsibility (including any costs or liability) for any failure by you to supply us with all relevant records and information, including but not limited to, any disclosures required by applicable law and regulations.

2.3 You accept responsibility for ensuring that all relevant records and information are received at our offices or as otherwise agreed in reasonable and sufficient time for processing to be completed by us before any statutory or other deadline.

a) all financial information prepared by us is solely for your use and purposes and should not be relied on by any other person unless we otherwise agree in writing. We will not accept any responsibility to any person other than you for the financial information;

b) any advice given or Services provided to you will be based on the law, and interpretations thereof, as at the date of the advice given or Services provided and we accept no responsibility for changes to the law or interpretations thereof, subsequent to that date; and

c) while we will take reasonable care, nothing in our engagement with you including advice given or statements made shall constitute a promise or guarantee about the outcome of any matter.

3.2 You shall not rely on oral comments, draft reports or advice, presentations, letters and other documents provided by us in the course of our engagement as these may be subject to further work and revisions and substantially differ from our final advice. You acknowledge that our final advice or report provided to you will take precedence.

3.3 Where the services of an external consultant are required and you do not engage that consultant directly, your prior consent will be obtained by us. Where such consent is obtained you will be responsible for their fees and charges as a disbursement.

3.4 You accept that work papers, file notes, drafts, internal memoranda and similar documents prepared by us in connection with any engagement remain our property at all times.

3.5 You accept that we shall have the right to exercise a possessory lien over any records in your possession relating to any outstanding fee.

3.6 If our Services do not conform to the requirements of any agreement the parties may have, you shall promptly provide us with notification of any non-conformance of the Services with these requirements and we shall have a reasonable period of time based on the severity and complexity to correct the non-conformance. If you do not promptly notify us of any non-conformance, then you shall be deemed to have accepted the Services.

3.7 We may use third party services (both inside New Zealand and outside New Zealand) to, among other things, assist in preparation of financial accounts and tax returns, customer due diligence (CDD) and any anti-money laundering requirements, enabling digital signing and acting as a client portal. In regards to this, you:

a) authorise us to allow these third party services to access the financial and tax information provided to us;

b) acknowledge and accept that the engagement, termination, variation and replacement of the third party services will be by us, on terms and conditions that we determine, negotiate and/or accept and this may change from time to time, and it is sufficient advice of the third party service’s terms and conditions if you are provided with a link to their terms and conditions and privacy policies upon request;

c) any financial, tax or other information provided to them will be stored by them subject to such terms and conditions as you agree with them where relevant and where we engage them, the terms and conditions we have with them. Wherever possible we will provide details of relevant arrangements on request but all third party services may host certain information on their platforms in their applicable jurisdiction. We do not have visibility as to their data centres and it is not communicated to us;

d) acknowledge and accept that the cost of engaging the third party services may be charged as a disbursement;

e) acknowledge and accept that we may receive a commission from some third party services.

3.8 We do not warrant the performance of any third party service or accept responsibility for any loss or liability (direct or indirect) arising from your use of any such service where you have contracted with such service directly.

3.9 The third party services we use currently include:

(a) Xero – accounting software

(b) Connect Outsourcing – bookkeeping and other accounting services

(c) 2Shakes – AML and ID verification

(d) FuseWorks – document and E-signature software

(e) Audit Shield – IRD reviews and audits

(f) FYI – Xero integration and accounting software

(g) MYOB – accounting software

(h) Stripe – payment platform

3.10 We receive a margin on a recharge of Xero, MYOB and relevant audit insurance.

3.11 Where Services are required to be performed otherwise than at our premises, you are responsible for providing our personnel with a suitable and safe office environment and adequate resources and supplies needed to complete the Engagement.

4.1 Other than Special Purpose Financial Statements, all financial statements will be prepared in accordance with Service Engagement Standard No. 2 issued by the Chartered Accountants Australia and New Zealand (CA ANZ) and generally accepted accounting practice (GAAP).

4.2 Financial statements are required to result in a true and fair presentation of the financial information of the client and if compliance with the above standards does not result in this, additional disclosures will be made to achieve that end.

4.3 Any known departures from GAAP will be disclosed within the financial statements and referred to in our compilation report. Our compilation report will have such disclosures as are reasonably required by us and we will provide the same to you upon request.

4.4 Independence is not a requirement for a compilation engagement. If we are aware that we are not independent of the client, 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 the client.

4.5 You accept that where included, a compilation report by us forms part of the Financial Statements and is to remain attached to all copies of the Financial Statements distributed to third parties.

4.6 Our compilation services will not result in the expression of an audit or review opinion or provide any other form of assurance on the Financial Statements.

4.7 It is not intended that the engagement of us for the compilation of Financial Statements be relied upon to prevent or detect internal control weaknesses, errors, illegal acts or other irregularities and the client accepts sole responsibility for such prevention and detection. However, we will inform you of any matters that come to our attention during the course of our engagement.

5.1 Where the scope of services includes it, we will prepare the income tax returns for the taxpayers covered by the engagement.

5.2 We will check all income tax assessments, statements of account and notices of proposed adjustments received during the year and where objections are required, lodge them on your behalf. NOTE: Unless stated otherwise in writing by us, work on objections and notices of proposed adjustments are not covered in the scope of any engagements with you and therefore incur additional charges.

5.3 We will advise you of all income tax payments due during the year.

5.4 Unless specifically advised in writing that a deduction is permissible or that income is not assessable, you accept responsibility for all deductions made and income declared in determining taxable income in your returns.

5.5 You accept responsibility for the payment of all income tax by the due dates together with any use-of-money interest, late filing fees and additional tax.

5.6 You accept responsibility for the content of the income tax returns.

6.1 Where the scope of services includes it, we will prepare GST returns in the months in which they are due and forward them to you for payment and furnishing with the Inland Revenue Department.

6.2 The GST returns prepared will be based on information provided by you and we are not responsible for incomplete or erroneous information provided by you. NOTE: Unusual or one-off transactions should be specifically advised to us preferably before they occur.

6.3 We will check all GST Assessments and Statements of Account received during the year and where objections are required, lodge them on your behalf. NOTE: Unless stated otherwise in writing by us, work on objections is not covered in the scope of any engagements with you and therefore incur additional charges.

6.4 We will advise you of all GST payments due during the year.

6.5 You accept responsibility for keeping appropriate records to support GST returns and providing the same to us in sufficient time for processing to be completed by us before the due date of each return.

6.6 You accept responsibility for ensuring payments of GST are made by the due dates together with any use-of-money interest, late filing fees and additional tax.

6.7 You authorise us to file GST returns on your behalf.

7.1 Where the scope of services includes it, we will prepare FBT returns in the months in which they are due and forward them to you for payment and furnishing with the Inland Revenue Department.

7.2 The FBT returns prepared will be based on information provided by you and we are not responsible for incomplete or erroneous information provided by you.

7.3 We will check all FBT Assessments and Statements of Account received during the year and where objections are required, lodge them on your behalf. NOTE: Unless stated otherwise in writing by us, work on objections is not in the scope of any engagements with you and therefore incur additional charges.

7.4 We will advise you of all FBT payments due during the year.

7.5 You accept responsibility for ensuring all relevant information including changes to benefits provided are received at our offices in sufficient time for processing to be completed by us before the due date of each return.

7.6 You accept responsibility for ensuring payments of FBT are made by the due dates together with any use-of-money interest, late filing fees and additional tax.

7.7 You authorise us to file FBT returns on your behalf.

Our obligations are limited to those matters specified in the Engagement Letter and these Terms unless otherwise agreed in writing and signed by us. In particular, you accept you are responsible for the adequacy of your own insurance and ACC covers.

10.1 If at any time during our engagement with you or another client, we determine that a conflict of interest or independence issue may arise and we cannot resolve this, we may be required to terminate our engagement with you due to our professional obligations.

10.2 If at any time during our engagement you become aware of any conflict of interest (or potential conflict of interest) due to a change of circumstances or otherwise, you shall immediately advise us.

11.1 Either party (unless otherwise specified) may terminate the engagement as follows:

ii. the other party suffers an Insolvency Event, suspends payment of or is unable to pay all of its debts as and when they become due and payable, or otherwise ceases to carry on business.

11.2 We may terminate the engagement immediately in the following circumstances:

a) where you are investigated by the New Zealand Police for any matter, including but not limited to money laundering, criminal activity, and fraud;

b) where we are required to cease acting for reason of any conflict of interest, applicable legal requirement or our own professional obligations;

c) where you do not comply to our satisfaction with our AML Requirements;

d) where the parties do not have the mutual trust, independence or confidence required to maintain a workable business relationship, as determined at our discretion subject to relevant law.

11.3 Where the engagement is terminated:

a) we shall be entitled to charge you for our time and cost for the period up to termination, without limitation;

b) the termination shall be without prejudice to any rights or obligations accrued before the termination, including any confidentiality, liability and indemnity provisions which, for the avoidance of doubt, will survive the termination.

If, despite exercising all reasonable endeavours, we are unable to perform or are delayed in performing the Services due to any circumstance or event outside of our control, including (but not limited to) any act of God, flood, fire, damage caused by lightning, storm or tempest, pandemics, civil disturbances, labour disputes, acts of war, acts of terrorism, or enactments of any government agency which relate to the Services, you agree that we shall not be liable for any failure to perform the Services to the extent that we are affected by the circumstance or event.

13.1 Where we have estimated a fee in our letter of engagement or otherwise, our fees will be in accordance with that estimate and any variation thereto.

13.2 All other work not subject to, or within the scope of an estimate will also be subject to a fee plus disbursements and GST, based on time spent on the engagement and which will be invoiced regularly. This fee is dependent upon various factors, including (but not limited to):

a) the timely and effective completion of your responsibilities;

b) the experience of the person acting;

c) the complexity of the matter and its importance to you;

d) the accuracy and completeness of representations and information provided by you;

e) any urgency requested or required by you;

f) timely decisions and approvals by you or your management.

13.3 We will not be responsible for any delays, additional costs, or other liabilities caused by or associated with any deficiencies in your responsibilities and information/representations supplied by you.

14.1 Our undertaking to perform further work agreed to is based on you keeping your account with us current at all times. For the account to be “current”, payment of all fees shall be received in the manner and by the date specified in:

a) any Engagement Letter or other agreement written and signed by the parties and any variation thereto; or

b) where no Engagement Letter or other agreement has been entered into or if they do not specify or it is otherwise unclear therein, payment shall be received in our offices within 7 days of invoice date;

Failure to do so may, without limitation, result in:

c) suspension of work and work not being performed on time;

d) a charge for interest on overdue accounts;

e) the exercise of a possessory lien on records; and/or

f) recovery costs (including legal costs) being payable by you as set out herein.

14.2 Notwithstanding clause 14.1, if the engagement is terminated in accordance with these Terms, any outstanding fees for Services performed as part of the engagement, together with any additional expenses which may be incurred in transferring any information or documentation to a new advisor or agent/s as appointed by you, shall be due for payment immediately upon termination.

14.3 You undertake to pay the account in full on, or before the due date. In default of such prompt payment, you undertake to pay late payment fees of 2.5% per month on any amount outstanding and to indemnify us and pay all costs and expenses (including without limitation legal fees on a solicitor/client basis) incurred by us in connection with any enforcement or attempted enforcement of these Terms, the recovery or attempted recovery of any monies owing by you, and/or the recovery of any goods or materials supplied by us.

14.4 Where the engagement is for or includes a non-natural person including, without limitation, companies, incorporated associations, limited partnerships or similar, the Services provided by us are primarily for the benefit of the owners. In view of this, we require that underlying individuals, including shareholders and related directors, be personally liable for all accounts and accordingly, work is performed and fees are rendered on this basis. Execution of these Terms, Engagement Letter or other Agreement by a shareholder or related director or other individual, constitutes personal acknowledgement and acceptance of these Terms and each individual is also personally liable accordingly.

15.1 We shall take reasonable care when providing the Services. Notwithstanding this to the extent permitted by law, we shall not be liable to you:

a) for any direct loss suffered by you;

b) for any consequential, indirect, loss of profit or special losses suffered by you howsoever arising;

provided that our total liability is limited at all times to the price paid for the Services.

15.2 If you acquire or hold yourself out as acquiring, the Services for business purposes in terms of section 43(2) of the Consumer Guarantees Act 1993, then that Act will not apply. Where Goods are supplied and acquired in trade within the meaning of the Fair Trading Act 1986, the parties agree to contract out of sections 9, 12A, 13 and 14(1) of that Act.

16.1 You shall indemnify, and will keep indemnified, us and our affiliates, officers, employees and agents against any loss, liability, damages, claims or expenses (including any legal costs on a full indemnity basis) which have resulted from:

a) any breach of your obligations under these Terms; or

b) any reliance on any information, documents, products or services, as provided to us by you or any third party which are false, misleading or incomplete.

16.2 For the purposes of Subpart 1 of Part 2 of the Contract and Commercial Law Act 2017, the parties expressly agree that any term expressed to be for the benefit of our affiliates, officers, employees, and agents (whether past, present or future) shall be enforceable by them as if they were a party hereunder, and that the consent of those persons is not required to vary or rescind these Terms.

17.1 You shall provide us with all documents and otherwise do all things to enable us to comply with our AML Requirements. You acknowledge and agree that we may confirm identity via electronic means, including but not limited to Driver License checks via NZTA.

17.2 You acknowledge that we may have to provide information to agencies under the AML Act and you consent to that provision of information.

17.3 You acknowledge and agree that we may not be able to commence work, can suspend work or terminate our engagement with you if we are not satisfied as to compliance with our AML Requirements.

18.1 We maintain a procedure for handling any complaints by clients designed to ensure that a complaint is dealt with promptly and fairly. If you have a complaint about our Services or our fees, you may refer your complaint to the person in our firm who has overall responsibility for your work. If you do not wish to refer your complaint to that person or you are not satisfied with that person’s response to your complaint, you may refer your complaint to any Director or if the complaint is about a particular Director or a person under their particular supervision, then any other Director. The details of our Directors can be found on our website. In the event you are not satisfied or do not wish to comply with this process, you can engage in the process administered by CA ANZ.

18.2 We, as a member of the Chartered Accountants Australia and New Zealand (CA ANZ), are required to comply with our membership obligations and participate in a practice review process. You agree to make your records available to the reviewer as part of that practice review process.

19.1 You acknowledge and agree that our Privacy Policy applies as if set out in full herein. Our Privacy Policy is available on our website. We shall keep all personal information we hold on you confidential unless disclosure of such information is:

19.2 We are required to comply with any rules, regulations, by-laws, professional and ethical standards, and guidelines of CA ANZ and the New Zealand Institute of Chartered Accountants (NZICA), including the NZICA Code of Ethics. In accordance with the NZICA Code of Ethics, where in the course of our engagement we become aware of your actual or suspected non-compliance with laws and regulations (NOCLAR), you accept and acknowledge that we may be required to take further action, including reporting the non-compliance to an appropriate authority. We will endeavour to alert you before making any such disclosure, unless we are prohibited from doing so by the NZICA, CA ANZ or any relevant law.

i. has a receiver, liquidator, statutory manager or administrator appointed;

ii. has been declared bankrupt, or committed an act of bankruptcy;

iii. has made, or has proposed to make, any compromise with its creditors;