Terms of Engagement 
Associated Business Advisors 2020 Limited (ABA)

STANDARD TERMS OF ENGAGEMENT

These terms of engagement are the Standard Terms on which Associated Business Advisors 2020 Limited (ABA) provide accounting and related services to our clients (“you”). Our client on any particular matter will be the person or entity identified as such in a separate Letter of Engagement which we will send on the matter. Subject to any different or other terms agreed in writing these Terms will apply whenever you ask us to act for you on a matter.

1. General

These Standard Terms of Engagement (Terms) apply to any current engagement and also to any future engagement, whether or not we send you another copy of them. We are entitled to change these Terms from time to time, in which case we will send you amended Terms. Our relationship with you is governed by New Zealand law and New Zealand courts have exclusive jurisdiction.

2. The Services

The services we are to provide for you (the Services) are outlined in our Letter of Engagement along with any further instructions that you provide to us in writing (or that we record in writing).

We will use all reasonable commercial efforts to provide the Services in an efficient and timely manner. We will allocate appropriate resources to perform the Services.

In order to provide you with efficient advice and services and to provide the most cost-effective service, it may be that part or all of your instructions will be delegated to other professionals in our firm.

You are responsible for determining that the scope of the Services is sufficient to meet your needs.

Unless otherwise specified in writing, any timetables set for the provision of the Services will be for planning purposes only and will not be binding upon us.

3. Communications

We will obtain from you contact details, including email address, postal address and telephone numbers. We may provide documents and other communications to you by email (or other electronic means). You will advise us if any of your contact details change.

We will report to you periodically on the progress of any engagement and will inform you of any material and unexpected delays, significant changes or complications in the work being undertaken. You may request a progress update at any time.

Email may be used to enable us to communicate with you. As with other means of delivery, this carries with it the risk of inadvertent misdirection or non-delivery. It is the responsibility of the recipient to carry out a virus check on any attachments received.

As Internet communications are capable of data corruption we do not accept responsibility for changes made to such communications after their dispatch. For this reason, it may be inappropriate to rely on advice contained in an email without obtaining written confirmation of it.

All risks connected with sending commercially sensitive information are borne by you and are not our responsibility. If you do not accept this risk, you should notify us in writing that email is not an acceptable means of communication.

4. Your Responsibilities

To enable us to carry out our work you agree:

a. To provide us promptly with such accurate and complete information as is reasonably required for the proper performance of the Services, including access to appropriate members of your staff, records, Information technology systems and premises. We will not perform a review or audit of the information that you provide to us, or that others provide to us on your behalf, and we will rely on the Information and documents that you/others on your behalf provide to us being true, correct and complete.

b. To provide us with information in sufficient time for the engagement to be completed within any statutory time limits.

c. That you accept responsibility for any failure to supply us with all relevant records and information.

d. That we can approach such third parties as may be appropriate for information that we consider necessary.

e. To keep us informed of any major, unusual or sensitive transactions, including proposed transactions.

f. If anything occurs after information is provided to us by you/others on your behalf, that renders such information untrue, unfair or misleading, you will promptly notify us and, if required by us, take all necessary steps to correct any communication or document issued which contains, refers to, or is based upon such information.

g. That, where we have relied on external information or public records, we will not be liable for any direct or indirect damage or loss caused by errors or omissions in such external information or records.

h. That, where the Services include the compilation of financial statements, the responsibility for the accuracy and completeness of the assertions in the financial statements and the responsibility to users of the financial Information compiled by us remains with you. Your responsibilities also include the maintenance of adequate accounting records and internal controls and the selection and application of appropriate accounting policies.

i. That, where the Services include filing returns of income, all returns of income are to be filed on the basis of full disclosure of all sources of income, expenditure, allowances and capital transactions.

j. Where the Services include any taxation services, to forward to us on receipt copies of letters and other communications received from the Inland Revenue (where relevant to the Services) to enable us to deal with them as may be necessary within the statutory time limits.

5. Independence

If we are aware that we are not independent of any entity, 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 all your entities.

6. Information Disclosure and Privacy

All assignments will be conducted in accordance with the professional standards, rules and ethical requirements of Chartered Accountants Australia and New Zealand (CA ANZ). Information we obtain in the course of this engagement is subject to confidentiality requirements, in addition to our obligations under the Privacy Act 1993. We will not disclose that information to other parties without your express consent, except as required by law or professional obligations.

We collect and use your personal information (such as your name, date of birth, address, telephone number, email address, financial information (including tax status, bank account details, IRD tax number, financial position, assets and liabilities, Accident Compensation Corporation number and details, and details of superannuation arrangements where relevant) for the purposes of providing you with our services and any associated accounting, taxation, business strategy and financial professional services. If you do not provide your personal information this may affect our ability to assist you.

We may also use your personal information for the purpose of providing marketing or training information to you. This may include newsletters and invitations to seminars or other events. You consent to ABA using your personal information for this purpose. You may opt out of receiving marketing material at any time by either unsubscribing or advising us.

To provide the services, we may disclose your personal information to our business partners and associates and to third parties engaged in performing administrative or other services in connection with our provision of services to you. Any disclosure is always on a confidential basis and generally will only be used to the extent necessary to allow them to perform the services to us. We may also disclose your personal information if required or authorised by law.

Furthermore, as members of CA ANZ, we are subject to and bound by their disciplinary procedures and rules and our work and files are subject to their practice review rules under which compliance with professional standards by members is monitored. These procedures and rules require us to disclose to CA ANZ, their reviewers and/or its disciplinary bodies our files and work papers including client information. By allowing us to undertake this engagement (whether or not you sign this letter), you acknowledge that, if requested, our files relating to this engagement will be made available to CA ANZ, their reviewers and/or its disciplinary bodies. We assure you that the same ethical standards regarding confidentiality that we adhere to apply equally to CA ANZ reviewers.

If you would like to access, or seek correction of, the personal information we collect and hold about you, or otherwise enquire or complain about our approach to privacy, please contact us.

You authorise ABA to check your credit status with a relevant third party (which may include but is not limited to, credit reference agencies) and to pass on any credit information about you to any credit reference or collection agency at any time and otherwise receive, store, use, and disclose this information in accordance with our privacy terms as set out above.

7. Limitation of Liability

You agree that in no circumstances shall the maximum liability of ABA (including its Directors, Employees and Agents) to you for any loss arising in connection with any engagement exceed three times the fees paid by you to ABA for the work that ABA has provided that has given rise to the claim of liability, notwithstanding the basis upon which the action is taken against you. We shall not be liable for consequential, special, incidental, or exemplary loss, damage or expense including without limitation, loss of profits, or opportunities, notwithstanding whether we have been advised of their existence, nor will ABA be liable for:

(a) any breach to the extent that such breach is attributable to the prior default, act, omission, negligence, misconduct or breach by you, your employees, agents or contractors, or any other person other than us; or

(b) a Force Majeure event.

8. Limitation of Third Party Rights

Our advice and information are 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.

9. Indemnity for Liability to Third Parties

You agree to indemnify ABA against all liabilities, actions, proceedings, damages, claims, costs, losses, suits or expenses (including legal fees and disbursements) incurred by ABA in relation to services provided in connection with this letter of engagement in respect of any third party claim which is related to, arises out of, results from, in whole or in part, or is in any way associated with, this engagement, and in particular:

(a) breach of or default by you or your employees, agents or contractors of the terms set out in this letter of engagement;

(b) failure by you or your employees, agents or contractors to comply with any laws applicable in connection with the services;

(c) negligence of you or your employees, agents or contractors; or

(d) our reliance on information provided to us (or which we obtain as instructed by you or otherwise as part of our services) which is (or becomes) incomplete, misleading, inaccurate, or was incorrectly obtained (in relation to the Privacy Act 2020 and other relevant legislation);

(e) infringement or alleged infringement of another party’s intellectual property rights in the information provided to us (or which we obtain as instructed by you or otherwise as part of our services);

(f) a third party relying on or using our advice or information provided as part of our services under this letter of engagement.

However, the indemnity does not apply to any costs, charges and expenses in respect of any matters that are finally determined to have resulted solely and directly from ABA’s negligent or wilful acts or omissions. ABA holds the benefit of this indemnity on trust for itself and on trust for its partners, directors, employees, agents and contractors.

10. Fees and Payments

Unless otherwise agreed with you in writing our fees are calculated on the basis of the time spent on the assignment at rates appropriate to the work performed and the levels of expertise required.

Where possible and appropriate, we will provide you with an estimate of our fees based on the preliminary information provided by you. Any fee estimates are not fixed unless otherwise stated, and we reserve the right to render fee invoices for an amount based upon time spent, greater than the quantum indicated in our estimate, where additional work is required.

Our invoices will generally be issued on or near completion of the assignment and will be due for payment within seven days of invoice (unless other arrangements have been made at the time of accepting the assignment). Any account queries must be brought to our attention within this time.

We reserve the right to charge interest on the overdue balance at the ANZ current bank overdraft rate from the due date until the invoice has been paid in full. We reserve the right to recover all reasonable default costs and enforcement expenses (including legal fees and disbursements) in the event tax invoices are not paid by the due date and recovery action is necessary.

If you are having difficulty paying your account, please discuss this with us. We have several options available for payment for work done or to be done and these need to be agreed before any work is undertaken. We reserve the right to cease any further work for you if payment of prior invoices is outstanding.

In the unfortunate circumstance that a disagreement arises between us over our fees, if the matter cannot be resolved amicably by discussion (which is the preferred option) then we both agree to use the Fees Resolution Service of the CA ANZ to resolve the matter. Details of this Service are available from CA ANZ. You should be aware that, like all other providers of services, we are entitled to retain possession of your records that have been used in relation to this engagement until outstanding fees are settled.

ABA is authorised to arrange for Inland Revenue to bank any tax or GST refunds into Associated Business Advisors 2020 Limited Trust Account.

ABA fees will be deducted from this refund and the balance forwarded to the client. The deduction of fees is authorised for the entity that the refund is received for plus all entities that the client has an association with.

11. Trust Account

We may sometimes hold money on your behalf. It will be held in Associated Business Advisors 2020 Limited Trust Account, which is completely separate from the firm’s funds. CA ANZ has strict rules about the way accountancy firms must handle their clients’ money and we follow these rules.

12. Conflict of Interest

Except as disclosed in the Letter of Engagement, ABA is not presently aware of any conflict of interest that would affect our ability to provide services to you. We will advise you if we become aware of any potential conflict of interest, and we will work with you to find a suitable solution.

13. Ownership of Work Papers

Material that you provide to us remains yours and will be returned to you when the engagement is completed. Work papers that we create are the property of ABA and constitute confidential information.

During the course of our work, we will collect information from you and others acting on your behalf and will return any original documents to you. You should retain them for at least seven (7) years after the end of the income year to which they relate. Inland Revenue may extend this period for a further period not exceeding three (3) years.

At the end of this engagement, we will keep your file and documents for the minimum period stipulated by any relevant legislation. At the end of this period, we may destroy your file and documents. All files and documents will be destroyed in a confidential manner.

Where we provide taxation services for you, we will store tax records that we hold on your behalf for a period of seven years after the applicable balance date. At the end of that period, unless you ask us to send that information to you, the records will be destroyed in a confidential manner.

Whilst certain documents may legally belong to you, we intend to destroy correspondence and other papers that we store that are more than seven (7) years old, other than documents that we consider to be of continuing significance. You must tell us if you require retention of a particular document. You authorise us (without further reference to you) to destroy all files and documents for any engagement (other than any documents that we hold in safe custody for you) seven (7) years after the engagement ends, or earlier if we have converted those files and documents to electronic format.

If we are provided with custody of any documents by you or on your behalf, including share registers or constitution documents, those documents will be retained during the course of our appointment (unless their earlier return is requested). At the end of our appointment, they will be returned to you, unless separate arrangements have been made. We will be entitled to retain copies.

We will notify you as soon as practicable (unless restricted by law) where we receive a legally mandatory notice or request for access to our work papers from a third party or regulator (for example, Inland Revenue). If legal advice is required as to whether any information or documents which may be subject to either legal or accountants’ professional privilege, may be retained and not provided to the third party, then all costs for such advice will be your responsibility.

Under the Tax Administration Act 1994 you are entitled to exercise your right of non-disclosure of tax advice documents which have been created either by you or by ABA. Tax advice documents can include most forms of paper and electronic communications between yourself and ABA, which have either been created by you instructing us to provide you with tax advice or created by us in order to provide you with tax advice. It is also intended that the advice remain confidential.

A claim that a document is a tax advice document must be made by you or by ABA, where we are authorised to act on your behalf for the purposes of the non-disclosure provisions in the Tax Administration Act 1994. We have included an authorisation in the Authority to Act Form, to ensure that we are authorised to act for you as required.

If you receive an Information Demand from the Inland Revenue in respect of our advice, you agree to notify us as soon as practicable in order that a timely decision can be made on the claiming of non-disclosure in respect of that advice.

We reserve the right, in appropriate circumstances, to exercise a lien over any documents and files belonging to you which may be in our possession until all work has been performed and all fees rendered have been paid.

14. Authority to Obtain Information from Third Parties

Our work may involve the collection of personal information relevant or incidental to the engagement. Any such information will be held at our offices and will be retained for as long as may be relevant to the engagement, and, except where otherwise noted in this letter, will only be used or disclosed for purposes related to the engagement.

In order for us to perform your assignments efficiently we require authority to liaise with both the Inland Revenue Department and other financial institutions that you are connected to. By signing this engagement letter and Authority to Act Form attached, you confirm we have authority to communicate with and obtain information from any third party if the information sought is relevant to our engagement.

This engagement letter gives authority to obtain information from Inland Revenue about all tax types (except Child Support) until further notice. This includes obtaining information through all Inland Revenue electronic, media and communication channels.

15. Counterparts

This letter may be executed in two or more counterparts (including by way of an email exchange of signed and scanned PDF copies) each of which will be deemed an original, but all of which together will constitute one and the same instrument.

16. Assignment

We may subcontract, assign or transfer all or any part of our rights or obligations under this letter of engagement. You must not subcontract, assign or transfer any of their rights or obligations under this letter to any other person without our consent. If you are a company, any change in the legal or beneficial control of the company will be deemed an assignment for the purposes of this clause and will require our prior written consent.

17. Waiver

No delay, grant of time, release, compromise, forbearance (whether partial or otherwise) or other indulgence by either party in respect of any breach of the other party’s obligations under this letter of engagement is to:

(a) operate as a waiver or prevent the subsequent enforcement of that obligation; or

(b) be deemed a delay, grant of time, release, compromise, forbearance (whether partial or otherwise) or other indulgence in respect of, or a waiver of, any subsequent or other breach.

18. Force Majeure

ABA will not be liable to the other for any delay or failure to fulfil their obligations (excluding payment obligations) under this letter to the extent that any such delay or failure arises from causes beyond their control, including but not limited to fire, flood, acts of God, acts or regulations of any governmental authority, pandemic, epidemic, natural disaster, war, riot, terrorist activities, strikes, lockouts and industrial disputes.

19. Health and Safety

We are required to comply with the provisions of relevant health and safety legislation by taking all practical steps to ensure the health and safety of our employees. However, you have responsibility for their safety should our employees or contractors visit your site.

20. Financial Advisers Act

Associated Business Advisors 2020 Limited is not an Authorised Financial Adviser as defined in section 51 of the Financial Advisers Act 2008. Any advice provided is merely a service provided as an incidental part of a non-financial service.

We recommend that any investment decisions be referred to an Authorised Financial Adviser.

21. Referral fees

In some cases where ABA refers a client to one of its associates, ABA may receive a commission or referral fee. ABA will ensure such referral commission does not compromise the position of the client. Associates will generally be another professional advisor. A disclosure statement will be provided to the client where ABA receives a referral fee.