General Terms - Bizdom Limited
These general terms and conditions along with your engagement letter, service descriptions, pricing details and specific service terms form our engagement.
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.
If we are acting for a couple, we will advise you and your spouse/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.
2. 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.
3. 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 [except to the extent we are specifically engaged to provide audit-related services].
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.
You agree to pay Bizdom Limited all Fees due in accordance with the payment schedule set out in this Engagement.
4. Qualifications on our services
To the extent our services involve the performance of services established by law, nothing in the engagement 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, our services cannot be relied upon to 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.
5. Reliance on advice
We will endeavour to record all advice on important matters in writing and provide you with meeting minutes to recap any discussions. 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.
6. 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.
7. Professional obligations and confidentiality
We are required to comply with all applicable by-laws, rules, regulations, professional and ethical standards 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:
laws and regulations (for example, disclosures required under the Anti-Money Laundering and Countering Financing of Terrorism Act 2009 (including to a third party auditor) and as required by the Common Reporting Standard)
professional obligations including:
the provisions of the NZICA Code of Ethics that apply if we become aware of actual or potential ‘non-compliance with laws and regulations’ (NOCLAR). Where any such non-compliance poses substantial harm (such as adverse consequences to investors, creditors, employees or the public), we may be required to disclose the matter to an appropriate level of management or those charged with governance and/or an appropriate authority.
the provisions of the NZICA Rules and Professional Standards that subject us to practice review, trust account audits, investigations and disciplinary procedures. These rules require us to disclose to NZICA, its practice reviewers and/or its disciplinary bodies our files and workpapers including client information. In accepting this engagement you acknowledge that, if requested, our files related to this engagement, may be made available to NZICA, its practice reviewers and/or its disciplinary bodies. Employees and contractors of NZICA are also bound by confidentiality under contract and by the NZICA Code of Ethics.
8. 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 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 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.
9. Fees and payment
We estimate your fee based on our understanding of your needs and; the level of skill, responsibility, importance and value of the services and advice, as well as the level of risk.
If it becomes apparent to us, due to unforeseen circumstances, that a fee is inadequate, we may notify you of a revised figure and seek your agreement to it. In cases of project work where it is difficult to define the scope of the service required, we will quote an hourly rate.
Fees set out in our engagement 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 late paid invoices at the rate of 2.5% above the Reserve Bank of New Zealand cash 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.
If you are on a fixed fee monthly plan with us – we require 12 monthly payments by the time we have completed the financial year end financial statements and tax returns. If we have not received 12 payments at the completion of the annual work – we will invoice for the remaining balance. If our engagement ceases part way through the 12 month period from the start of the engagement we carry no obligation to refund any payments received.
Payments are due as follows; ‘On Acceptance’ will be invoiced once all parties have agreed to the engagement and payment is due 14 days later. ‘On Completion’ will be invoiced once the agreed work has been completed and payment is due 14 days later. Reoccurring Monthly fees are due on the 20th of each month unless otherwise agreed.
10. 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.
11. Disclosure permissions
In accepting this engagement, you provide us with your express consent to disclose your information to:
our service providers or regulatory bodies to the extent required to perform our services in respect to this engagement;
our professional advisors or insurers to the extent required to protect our interests in respect to this engagement;
our external peer reviewer to the extent required to review this engagement;
our third party contractors or outsourced service providers, including offshore providers (see ‘Outsourcing’ below); and
providers of artificial intelligence tools used to assist in delivering our services (see ‘Artificial Intelligence Tools’ below).
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.
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.
12. Privacy
We may collect, store, use and disclose your personal information for the purposes of providing the services described in the engagement to you and to comply with our obligations in the section above and in accordance with the disclosure exceptions outlined in the confidentiality section 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.
Your personal information may be disclosed to third-party providers located overseas, including outsourced service providers and providers of artificial intelligence tools. Details of these arrangements, including the countries involved and the steps we take to protect your information, are set out in our Privacy Policy and in the ‘Outsourcing’ and ‘Artificial Intelligence Tools’ sections of these terms. By engaging our services you consent to these disclosures.
13. 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.
If your affairs at some time in the future are handled by you or another accountant, we will make available such information regarding your affairs that is essential to enable you or your new accountant to perform the services we previously provided including any Xero subscription held by us. 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.
14. Limitation of liability
To the maximum extent permitted by law, our maximum aggregate liability including of all our principals, directors and employees under or in connection with this engagement letter or its subject matter is limited to five times the fees paid for the services. Where we have worked for you continuously, our liability will be limited to five times the fees you have paid in the 12 months before the event that caused the claim for losses. You agree not to bring any claim against any of our principals, directors or employees in their personal capacity.
To the maximum extent permitted by law, we are not liable to you for:
indirect, special or consequential losses or damages of any kind; or
liability arising due to the acts or omissions of any other person or circumstances outside our reasonable control, or your breach of these terms.
15. Limitation of third party rights
Our advice and information is for the sole use of the parties named in the engagement, 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.
16. Termination
Each of us may terminate this agreement by giving not less than 21 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.
17. 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.
18. 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.
19. 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.
20. Disputes and complaints
If you have any concerns about our costs or services, please speak to your client manager in the first instance. 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.
21. Outsourcing
In providing various aspects of our services to you, we may involve a number of third-party contractors and outsourced or cloud-based service providers. All service providers we use and or disclose any information to are required to adhere to the same privacy policies and procedures as we do. These services may include but are not limited to:
File preparation and/or data entry into our accounting systems
Auditing of accounts
Electronic and/or bulk filing systems
Hosting of data on cloud-based servers
We take reasonable steps to ensure that our outsourcing providers maintain confidentiality obligations and data security practices equivalent to those we maintain.
Acceptance of our Services in conjunction with this engagement document indicates your acceptance of the use of the services as described above.
22. Artificial intelligence tools
We use artificial intelligence (AI) tools to assist in delivering our services. This may include preparing and reviewing financial accounts, drafting correspondence, analysing documents, and supporting research and advice preparation. All AI-assisted work is reviewed and approved by our qualified staff before it is provided to you.
Further details about our use of AI tools are set out in our Privacy Policy, available on request and on our website: https://www.bizdom.co.nz/privacypolicy
23. Hardware and software warranties
During the course of the engagement, we may recommend the purchase and/or installation of computer or technological hardware, software, communications, or services. Warranties, to the extent they exist, are provided only by the manufacturer/developer/vendor of those computer or software products. We will do our best to provide appropriate recommendations when available, but the final decision and responsibility to purchase any computer or software products is at your sole discretion.
24. Third party applications
During the course of our work with you, we may use one or more third party applications (including internet-based application providers) to provide portions of our Services to you. This may include online filing of your business documents.
You at all times assume responsibility for a decision to maintain hard copies of your original documents or to limit your document retention to the digital copies stored by the web application.
In the unlikely event that we do obtain any hard copy documents from you, all original paper documents provided by you will be returned to you promptly as our work is complete. We do not keep copies of all documents. It is your responsibility to safeguard your documents in case of future need. We may occasionally keep some copies we deem necessary to our work.
If our engagement with you ends for any reason, you will have the option to continue any third party subscription based services at your expense (in some cases we may have absorbed the cost of these services during our work with you). You agree to complete the transfer of the third party subscription services to your name and assume responsibility for payment within 10 days of the end of our work with you. You understand that if you do not assume responsibility for these services that they may be cancelled. Additional fees may apply if you elect to restore those third party subscription services (if that option is available from the service provider) or request copies (digital or hard copy) of records from the third party provider.
25. Credit management
We use a third-party credit management provider to assist with the administration of our invoicing and the management and recovery of fees. As part of these arrangements, the provider is granted ongoing access to the business systems in which we hold client information, including your contact details and invoicing information, and this access is not limited to situations where fees become overdue. Where fees remain outstanding, further account details and relevant personal information may also be disclosed to that provider for the purpose of managing and recovering the debt owed to us. Any such provider is required to maintain confidentiality obligations and data security practices equivalent to those we maintain.
By accepting our services, you consent to the disclosure of your information to a third-party credit management provider in the circumstances described above. You acknowledge that the credit management provider may contact you directly in relation to any overdue amounts. If you have a concern about the conduct of any credit management provider acting on our behalf, please contact your client manager in the first instance.
26. Commissions
In the course of providing our services to you we may receive commissions and/or other benefits in the form of discounts on software and/or service subscription costs. Where this applies to a service you engage in this will be noted in the specific service terms. These services include but are not limited to; Xero Partner program, Audit Shield Tax Audit Insurance.
27. Not bound by Consumer Guarantees Act
Accounting, consulting or advisory services for Companies or Trust are not covered by the Consumer Guarantees Act 1993.
Appendix 1
The following Compilation Report and Disclaimer will appear on the financial information we prepare.
COMPILATION REPORT AND DISCLAIMER
SCOPE
On the basis of information you provided we have compiled the Financial Statements/Report of the Entity for the year ended 31 March 20 , in accordance with Service Engagement Standard No 2, Compilation of Financial Information as per the index.
These have been prepared on the basis disclosed in the notes to the Financial Statements on page x. RESPONSIBILITIES
You are solely responsible for the information contained in the financial statements/report and have determined that the basis of accounting used as described above is appropriate to meet your needs and for the purpose that the financial statements/report were prepared.
The financial statements/report were prepared exclusively for your benefit. Neither we, nor any of our employees, accept responsibility to any other person for the contents of the financial statements.
NO AUDIT OR REVIEW ENGAGEMENT UNDERTAKEN
Our procedures use accounting expertise to undertake the compilation of the financial statements from the information you provided. Our procedures do not include verification or validation procedures. No audit or review engagement has been performed and accordingly no assurance is expressed.
DISCLAIMER (if required)
A compilation engagement requires us to apply compilation procedures, in accordance with SES-2 Compilation of Financial Information, to compile the Financial Statements from information you provide to us. Those compilation procedures do not include the performance of an audit or review in respect of either the information you provide or the financial information compiled from it. Accordingly, neither we, nor any of our employees, accept any responsibility for the reliability, accuracy or completeness of the information from which the financial information has been compiled.
The financial information is prepared at your request and exclusively for your benefit. Neither we, nor any of our employees, accept any liability of any kind whatsoever, including liability by reason of negligence, to either you or any other person for losses incurred as a result of placing reliance on the compiled financial information.
Bizdom Limited
Chartered Accountants