Terms of Trade
Our terms of trade that apply to all work we do.
You have engaged our office to provide the services outlined in our engagement letter ("Services"). These terms of engagement set out the terms under which we will provide the Services.
Our Services will be completed relying on the information that you or third parties on your behalf make available to us. We will not verify the accuracy and completeness of the information you supply to us, nor do we accept any responsibility for the reliability, accuracy and completeness of the financial information compiled on the basis of that information ("Reports").
We do not accept any responsibility for the maintenance of adequate accounting records, an adequate internal control structure, errors, the selection and application of appropriate accounting policies, fraud or non-compliance with laws and regulations within your organisation. However, we will inform you of any fraud which comes to our attention during the course of the Services.
You will indemnify us against any loss or damage arising from information compiled by us using defective or incomplete information supplied by you or a third party on your behalf.
You acknowledge and agree that we have the authority to communicate with and obtain information from a third party (including the Inland Revenue Department) where the information sought is relevant to the Services.
Completion of the Services
We will use our best endeavours to complete the Services in a timely and efficient manner.
We will not be held liable for any delays in completing the Services.
If we consider the Reports to be misleading, at our sole discretion we may refer to such matters within our Reports or we may determine not to issue the Reports.
Services Not Provided
Our Services do not include audit or review engagements and, accordingly, no assurance will be expressed.
We do not provide legal or investment advice. We provide generalised advice regarding taxation only and do not represent that we are experts in taxation law. Accordingly, any opinions expressed by us concerning taxation, legal or investment advice should be confirmed by the appropriate professional.
Use and distribution of any reports
It is agreed that any Reports we prepare for you is intended for management use only. Unless agreed otherwise in writing, we will not accept any responsibility to any person, other than you, for the content of any Reports we may provide or compile.
We agree to keep your Confidential Information confidential during and after the completion of the Services and to not use the Confidential Information for any purpose other than for the performance of the Services, subject to below.
Disclosure of the Confidential Information is permitted:
- where required by law or as required under our professional obligations (including the disclosure to any regulatory body in accordance with such obligations). Please note that as a Chartered Accountant we are subject to a periodic peer review. The reviewer is subject to confidentiality undertakings and is entitled to inspect all of our files including any client file.
- where required by our insurers and/or professional advisors; or
- to other third parties where you have agreed in writing to the disclosure.
"Confidential Information" means all financial, business, trade secrets, and other information received or acquired directly or indirectly by a party to this engagement under or in connection with the Services.
Fees will be calculated in accordance with the time and level of skill required to undertake the Services and the terms of our engagement letter. Any estimates provided in our engagement letter are guides only and are not to be considered a fixed fee.
Unless stated otherwise, all fees are exclusive of GST.
Any disbursements incurred on your behalf in the course of us providing the Services will be invoiced in addition to any fees calculated for our Services.
We will provide invoices in accordance with the terms of our engagement letter. Payment of invoices will be due within 7 days of issue ("Due Date").
Where invoiced amounts remain unpaid after the Due Date, we reserve the right to charge you interest on any outstanding fees invoiced, accruing daily, at the rate of 2% per month plus any collection costs on a full indemnity basis.
Possession Until Payment
You acknowledge and agree that we reserve the right to retain possession of all your information relating to the Services until all outstanding fees have been paid.
In the event that a disagreement arises over an invoiced fee for the Services, and we cannot mutually agree on an amicable resolution, then we both agree to resolve the matter through the fee resolution service provided by the New Zealand Institute of Chartered Accountants. Information on the fee resolution service process and costs can be found on the New Zealand Institute of Chartered Accountants website (http://www.nzica.com).
Any complaints that arise in the course of us providing the Services should be directed to the person responsible for providing the Services.
Every complaint will be investigated and the parties in the first instance will endeavour to agree to an amicable resolution.
Where a resolution cannot be agreed upon, the complaint will be referred to a mediator or the appropriate New Zealand Institute of Chartered Accountants complaints forum for resolve before you commence legal proceedings.
Subject to our right to retain possession where invoiced fees are outstanding:
- materials you provide to us remain your property and will be returned to you, or destroyed at your request, when the Services are complete.
- any Reports or work papers that we create during the Service will remain our property, and we give you a non-exclusive licence to use and reproduce the Reports or work papers that we create during our Services.
Limitation of Liability
You agree that we will not be liable for any loss of profits, indirect losses, consequential losses or exemplary losses suffered or incurred by you as a result of the Services.
Where permitted by law, our liability for claims, damages, costs, expenses, imposts or other legally payable amounts for losses caused or arising from the provision of the Services is limited to, and will not exceed, the value of fees paid in respect of the Services.
In the case of continuous Services, the reference to 'the value of fees paid' means the lesser of the fees charged or paid for the Services in the 12 months preceding the occurrence of the event giving rise to the claim.
You agree that you will be required to review and approve the final Reports to determine the correctness and reasonableness of the Reports and you accept all risks for signing the Reports as being true and correct statutory records. You agree that where we act on your instruction to sign or transmit any Report we do so as your agent and you agree to indemnify us as fully as is permitted by law.
Conflicts of Interest
It is acknowledged that conflict of interests may arise as a result of our client base. We agree that we will evaluate and manage conflicts of interests with the appropriate safeguards. Where necessary, we will obtain your written consent before continuing to act.
If the conflict of interest cannot be managed within the bounds New Zealand Institute of Chartered Accountants Code of Ethics, we have the right to terminate our engagement with you.
You may terminate our Services at any time by giving written notice.
If you terminate our Services, you must pay us all fees, expenses and disbursements due up until the date of termination.
It is acknowledged that we may terminate our Services if you fail to meet your obligations under these terms or in the circumstance that the providing of the Services comes in conflict with our regulatory or New Zealand Institute of Chartered Accountants obligations.
All Services are subject to the terms of our engagement letter if one is provided to you. Where conflict exists between the engagement letter and these terms, our engagement letter will prevail then these Terms and finally any engagement letter deemed to be provided by you.
We are entitled to change these terms from time to time. Where changes are made, they will apply from the date that they are published on our website.
Our relationship with you is governed by the laws of New Zealand and will be subject to the jurisdiction of a New Zealand court.