Terms of engagement

  1. The purpose of this document
    1. This document:
      1. sets out the standard terms on which we do work for our clients;
      2. explains what you can expect from us and what you agree to when we work for you;
      3. includes information we are required to tell you under the New Zealand Institute of Chartered Accountants (NZICA) Professional and Ethical Standards; and
      4. applies to any current work and to any future work we do for you (unless we agree in writing to change these terms).
    2. Occasionally we may change these terms. If we make changes, we will notify you.
  2. Our letter of engagement
    1. Our letter of engagement is open-ended commencing from the date the letter is dated and will continue in effect from year to year. Our best practice is to review the terms of each engagement annually at a minimum to ensure the terms are reflective of the work undertaken for you, and/or any changes in legislation. Any alteration to these terms will be confirmed in writing.
  3. Our duties to you
    1. When we do work for you, we will:
      1. protect your privacy and confidentiality;
      2. act competently, promptly and according to your instructions;
      3. protect and promote your interests
      4. give you clear information and advice;
      5. keep you informed about progress;
      6. treat you fairly and respectfully; and
      7. charge you a fee that is fair and reasonable;
      8. subject to any overriding duties we have (e.g. to the Companies Office and Inland Revenue) and any legal obligations we have (e.g. to provide information to some government agencies).
    2. Our duties are owed to you, the client/s named in our letter of engagement and IRD for taxation purposes. Nobody else can rely on our advice without our written consent.
  4. Your privacy and confidentiality
    1. We consider client confidentiality to be of utmost importance. We will treat all information we hold about you in strict confidence. We will not use it or share it unless:
      1. you agree or ask us to.
      2. we need to so we can perform the work/engagement for you;
      3. we are complying with technical and professional standards, laws and regulations (e.g. Inland Revenue, Department of Internal Affairs (DIA) in relation to Anti-Money Laundering and the Countering Financing of Terrorism Act 2009, and other government agencies have powers to compel us to provide information we have about you); or
      4. the code as set by The New Zealand Regulatory Board (NZRB) of the New Zealand Institute of Chartered Accountants (NZICA) permit us to.
    2. We may hold your photo ID electronically or on hard copy.
  5. Services from a Service Provider
    1. In order to provide our services efficiently, we sometimes use external service providers for certain preparatory tasks (e.g. compiling draft financial statements or tax return schedules). This work is overseen by your MCI accountant to ensure quality. The service providers we may use for your engagement are Beancounter (New Zealand) or TOA Global Pty Ltd (operating from Cebu, Philippines), both of whom specialize in accounting support. By accepting this engagement, you consent to our disclosure of relevant information to these service providers for the purposes of your engagement.
    2. How your information is stored and protected: Your records and working documents will be retained in our secure cloud-based database (hosted on servers located in New Zealand & Australia). The above service providers access this system remotely to work on your files – no permanent storage of your data occurs outside our cloud system. We implement multi-factor authentication (MFA) and other robust security measures to control access to our systems. Each service provider is bound by confidentiality obligations and data protection standards comparable to MCI’s. We remain responsible for safeguarding your information and ensuring that any service provider upholds the same level of confidentiality and security required by our professional standards and New Zealand law.
  6. How we avoid conflicts of interest
    1. When we do work for you, we will always protect and promote your interests.
    2. Before we accept a job from you, we will do our best to find out if any conflict of interest exists.
    3. If we find a conflict at any time, we will immediately let you know and tell you how we plan to deal with the conflict. That may mean we stop working for you, the other client or both.
  7. Scope of our work
    1. We are not qualified to give:
      1. investment or financial planning advice regulated under the Financial Markets Conduct Act 2013, as amended by the Financial Services Legislation Amendment Act 2019. You should get that advice from a qualified financial advisor;
      2. legal advice. You should get that advice from your solicitor;
      3. insurance advice. You should get that advice from your insurance broker.
  8. Intellectual property
    1. Unless we agree otherwise:
      1. we retain ownership of all opinions, documents, and other intellectual property created by us; and
      2. you must not provide our advice to others (such as using our opinions in any public document or statement).
  9. Emails
    1. We may communicate with you by email about the work we do for you.
    2. We have virus protection software and security protocols in place, however we cannot guarantee that electronic communications will always be free from viruses or other defects, are secure or will be received.
    3. We may occasionally email you information we think is relevant and useful to you. If you do not want to receive that information, please let us know.
  10. Storing records
    1. We will keep a record of all material documents we receive or create whilst completing your work on the following basis:
      1. We may, at any time, keep a document electronically (saved in our Cloud-based database) and destroy paper originals (this includes any original documents you give to us unless you tell us you do not want them to be destroyed, in which case, we may return the originals to you once we have made an electronic copy).
      2. We may, at any time, dispose of documents that are duplicates, do not contain substantive information, or belong to us; and
      3. If you ask us to provide documents to you or another person, we are not obliged to retain copies of those documents, but we may do so for our own records.
    2. We will provide you with copies of documents you are entitled to under the Privacy Act 2020 or any other law if you ask us to. We may charge you our reasonable costs to do so.
    3. You authorise us (without further reference to you) to destroy, or delete in the case of electronic documents, all files and documents relating to an instruction seven years after that instruction has been completed. We may retain files and documents for longer at our option.
  11. How you can help us
    1. You can help us by:
      1. giving us clear instructions;
      2. asking if there is anything you are not sure of;
      3. telling us if you have any important time limits;
      4. dealing promptly with any questions we have;
      5. telling us if your contact details change; and
      6. keeping in touch. Please ask if you are concerned about anything or do not hear from us when expected.
  12. Who we can accept instructions from
    1. Unless you let us know otherwise:
      1. if you are a couple, we can accept instructions from either of you;
      2. if you are a trust, we can accept instructions from any of your trustees or officers;
      3. if you are a partnership, we can accept instructions from any of your partners or officers;
      4. if you are a company, we can accept instructions from any of your directors or employees or any other person you have authorised to instruct us; and
      5. if you are a body corporate or incorporated society, we can accept instructions from any person holding themselves out as being authorised by the officers to instruct us.
  13. Verifying your identity and source of funds
    1. We are required by law under the Anti-Money Laundering and Countering Financing of Terrorism Act 2009(AML/CFT Act), to verify your identity and, in some circumstances, the source of funds/wealth.
    2. You authorise us to collect information about you (including customer due diligence information), to obtain, exchange, hold, and use such information, and to make any other enquiries we think appropriate to:
      1. confirm information provided to us about you is true;
      2. undertake initial and ongoing customer due diligence and monitoring in accordance with the Anti-Money Laundering and Countering Financing of Terrorism Act 2009;
      3. comply with other legal obligations we may have.
    3. You authorise any person to disclose information to us in response to such enquiries.
    4. You accept that we may use customer due diligence services (including electronic based services from a third party) to verify your identity and conduct other customer due diligence or monitoring required under the AML/CFT Act, and that when we use such services:
      1. the other third party (a Service Provider) will exchange information about you for that purpose and the Service Provider may hold information on its system and use it to provide their customer due diligence service to their other customers;
      2. we may use the Service Provider's services in the future for any authorised purpose (including in relation to ongoing customer due diligence). This may include using the Service Provider's monitoring services to receive updates if information held about you changes; and
    5. You acknowledge that failure to comply with the requirements to complete customer due diligence, may mean that we are unable to continue to act for you under the rules of the Act.
  14. Our fees and expenses
    1. We will charge you fair and reasonable fees.
    2. Unless we agree with you otherwise, our fees will be calculated based on the time we spend on a job charged at our hourly rates, and adjusted where appropriate for other factors permitted by the code as set by The New Zealand Regulatory Board (NZRB) of the New Zealand Institute of Chartered Accountants (NZICA) (such as the complexity, urgency, importance, specialised knowledge, responsibility and risk involved and the results achieved). We will provide you with our hourly rates on request.
    3. We will give you an estimate of fees if you ask for one. Special fee arrangements may be available for certain work (e.g. capped fees). Any estimate or special fee arrangement for a job will be outlined in our letter of engagement.
    4. If you have any questions about our fees please ask.
      5. GST
    5. Unless we state otherwise, our fees, estimates and hourly rates do not include Goods and Services Tax (GST) or office expenses and disbursements, which are payable by you.
    6. Our services usually incur GST. If this is the case, GST is payable by you on our fees and charges.
      7. Disbursements
    7. We may have to cover some expenses or make other payments on your behalf (such as Company Office fees, travel costs, software fees and external expert tax advice). You authorise us to incur these expenses which will be shown on our account to you.
      8. Changes
    8. Fees, hourly rates, office expenses and disbursements may change from time to time without notice.
  15. Paying your account
    1. We issue invoices monthly.
    2. Where a job extends over several months, we may send interim bills for the work completed at the end of each month.
    3. Payment is required by the 20th of the month following the date of our invoice.
    4. If you have any questions about an invoice, please contact us straight away.
    5. If there are any issues arising concerning the amount of our fee, they must be communicated to us in writing within 30 days of the date of the invoice, otherwise it is agreed that the amount is due and payable.
    6. Sometimes we may require you to pay fees in advance. If we do, this will be credited to your account until such time as we issue you an invoice.
    7. We reserve the right to place any outstanding account in the hands of our solicitors or debt collection agency for collection by legal action if necessary. Any fees and costs (including interest) incurred in recovery action, will be recoverable from you.
    8. Any failure or delay by us to charge interest on an unpaid account or to exercise any of our other rights, will not operate as a waiver of those rights.
    9. If your account is overdue we may:
      1. stop all work we are doing for you until our account is paid in full; and
      2. require an additional payment of fees in advance or other security before starting work again.
    10. At your request or with your approval, we may send our accounts to a third party to pay on your behalf. You are still responsible for payment by the due date if the third party does not pay us.
  16. Limiting our liability to you
    1. We limit our liability to you. The maximum aggregate amount that we will have to pay you is:
      1. The amount available to be paid out under any relevant insurance held by us up to a maximum of the amount set by NZICA as the minimum standard for the indemnity limit on our professional indemnity insurance.
      2. Where no amount is available to be paid out under any relevant insurance held by us, the amount equal to five times our paid professional fees relating to the matter to which the claim relates up to a maximum of NZ$500,000. We will not have to pay you more than the maximum amount for anything caused by or resulting from anything we do or do not do, or delay in doing, whether or not it is contemplated or authorised by any agreement with you.
    2. The limit in clause 17.1 applies to the extent permitted by law, whatever you are claiming for, and however liability arises or might arise if not for this clause (whether in contract, tort (including negligence), equity, or otherwise).
    3. If you are more than one person (such as a couple or partnership), this maximum is the maximum combined amount that we will have to pay you together.
    4. If you engage us to do work for the purposes of a business, you agree the Consumer Guarantees Act 1993 does not apply. Otherwise, nothing in this clause 17 limits any rights you may have under the Consumer Guarantees Act 1993.
    5. We shall not be liable for any loss or liability caused or contributed to by inaccurate or incomplete information supplied by you or third parties (including public records and expert witnesses) or because you did not receive or read a communication we sent you.
    6. For any claim against us, as defined in the Limitation Act 2010 (LA), whether in contract, tort, equity or otherwise, arising out of our engagement, the LA is modified so that any claim must be filed within 24 months after the date of the act or omission on which the claim is based. The “late knowledge” provisions in sections 11(2), 11(3), 14 and 32(2) of the LA do not apply. The 24-month time period applies whether or not loss or damage has become apparent, or has been suffered, within that time period.
  17. Ending our engagement
    1. You may end our engagement at any time by giving us reasonable notice.
    2. If we have good cause, we may decide to stop working for you, such as if you:
      1. do not provide us with instructions promptly;
      2. are unable to, or do not, pay our fees as agreed;
      3. give us instructions that require us to breach any professional obligation, or mislead or deceive us in a material respect; or
      4. against our advice, act in a way we believe is highly imprudent and may be inconsistent with our fundamental obligations as accountants.
    3. If we decide to stop working for you, we will give you reasonable notice.
    4. Before you take your records, you need to pay our fees for the work we have done for you. We may keep a copy of any records you take.
  18. Enforceability of these terms
    1. The enforceability of these terms is not affected by:
      1. the ending of our engagement; or
      2. any changes to our directors or the shareholding of our incorporated firm.
  19. New Zealand law applies
    1. Our relationship is governed by New Zealand law and the New Zealand courts have exclusive jurisdiction.
  20. Professional Indemnity Insurance
    1. We hold professional indemnity insurance that exceeds the New Zealand Institute of Chartered Accountants minimum standards.
  21. How we handle complaints
    1. We are committed to providing services of the highest professional standards.
    2. We will deal with any complaints promptly and fairly.
    3. Please contact us straight away if you have a question about an account or if you are unhappy with any other aspect of our work. You may contact:
      1. the “Responsible Principal” listed in our letter of engagement for the work. In dealing with your questions or concerns, they may involve other members of our staff as appropriate; or
      2. you can email your complaint to our Practice Manager, Heidi Morgans urvqv@zpvn.pb.am
    4. If we have been unable to resolve your complaint or concern you may contact: NZICA Complaints on 0800 469 422, complete the Complaints Form on this link https://www.charteredaccountantsanz.com/forms/professional-conduct/ or email pbzcynvagf.amvpn@punegrerqnppbhagnagfnam.pbz
  22. Client care and service information
    1. We are committed to complying with the New Zealand Institute of Chartered Accountants Code of Ethics. The following statement describes some of our professional responsibilities to you: Whatever accounting services your accountant is providing, he or she must:
      1. act with integrity, ensuring they are straightforward and honest in all professional and business relationships;
      2. comply with objectivity, ensuring they exercise professional or business judgement without compromising bias, conflict of interest or undue influence;
      3. comply with professional competence and due care, attaining and maintaining professional knowledge and skills pertaining to current technical and professional standards and associated laws and regulations;
      4. protect your privacy and ensure appropriate confidentiality. An exception to this, is where we are required by legal or professional duty to disclose relevant information and where we use a service provider to perform professional services on our behalf;
      5. comply with professional behaviour and in a manner consistent with the profession’s responsibility.
      6. let you know how to make a complaint and deal with any complaint promptly and fairly.
      7. The obligations Chartered Accountants owe to clients are described in the Code of Ethics. Those obligations are subject to overriding duties, including duties required by law. If you have any questions, please visit www.charteredaccountantsanz.com/contact-us or call 0800 469 422.

We value our relationships with our clients. If you have any questions about these terms, please ask.