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These Terms of Engagement together with the proposal (the Agreement) apply to all work we carry out for you, unless we agree otherwise in writing. This Agreement confirms our understanding of the nature and the limitations of the services we will provide.
1.1. The services we have agreed to provide to you are described in our proposal. If there is a material change to the services provided, or if you require any additional services, we must agree in writing to provide those services.
1.2. In this Agreement, “we”, “our” and “us” refer to Dwarkadhish Enterprise NZ Ltd. (DwNZ) and “you” and “your” refer to the entities listed in the proposal.
1.3. If there is any inconsistency between these terms and the proposal, the proposal shall prevail in the event of any inconsistency.
1.4. This Agreement constitutes the entire understanding between you and us in relation to the delivery of services and supersedes any previous agreements, understandings or representations (whether oral or written).
1.5. You can confirm your understanding and acceptance of this Agreement and confirm you have the authority to act on behalf of any person for who you are using our services by checking the tickboxes on the proposal where indicated or by continuing to instruct us in relation to our services.
1.6. It is a requirement from Inland Revenue and the Chartered Accountants Australia and New Zealand (CA ANZ) that we have a signed letter of authority from our clients before acting for them. Signing this letter will ensure we have authority to act for all entities you have a financial interest in now and in the future.
2. PERIOD OF ENGAGEMENT
2.1. This engagement will start when you accept this Agreement and pay any upfront payment as set out in the proposal, and will continue for a 12 month period (the Initial Period), unless terminated earlier under clause 17.
2.2. If you terminate this Agreement in accordance with clause 1 so that termination takes effect prior to the expiry of the Initial Period, you will be liable to pay us an early termination fee pursuant to 17.2.
2.3. Unless one party terminates this Agreement in accordance with clause 17, this Agreement will renew automatically for an additional 12 month period (a Renewal Period).
3. OUR ADVICE AND SERVICES
3.1. We will provide the services listed in the proposal which will be conducted in accordance with the relevant professional and ethical standards issued by Chartered Accountants Australia and New Zealand. You acknowledge that no audit or review will be performed and, accordingly, no assurance will be expressed. Our engagement cannot be relied upon to disclose irregularities including fraud, other illegal acts and errors that may exist. However, we will inform you of any such matters that come to our attention.
3.2. Our professional services are conducted and if applicable to the proposal, annual financial statements will be prepared for distribution to the relevant specific organisation or party for the purpose specified in the report or as agreed. We disclaim any assumption of responsible for any reliance on our professional services to any party other than as specified or agreed, for the purpose which it was prepared. Where appropriate, our report will contain a disclaimer to this effect.
3.3. You agree that our advice and services are provided solely for your benefit and no advice or other information provided by us is to be passed on or made available to be used or relied upon by any third party, unless agreed otherwise.
3.4. Our duties are limited to you. They do not extend to any associated persons such as directors, shareholders, partners, trustees, employees or the Inland Revenue Department.
3.5. You acknowledge that you have delegated certain tasks to us as described in the proposal. You acknowledge that you have not abrogated the ultimate responsibility for ensuring that your financial information is compiled and disclosed in accordance with all relevant laws.
3.6. Where required by law or requested by you, annual accounts will be prepared in accordance with generally accepted accounting practice in New Zealand. Where the format of accounts is not dictated by legislation, we will prepare annual accounts on a basis advised to you. Periodic management accounts will be prepared on the basis requested by you (acting reasonably).
4. OUTSOURCED SERVICES
4.1. We may involve third party contractors or outsourced service providers in providing various aspects of your accounting work. These services may include:
4.2. Acceptance of this Agreement indicates your acceptance of the use of outsourced services as described above.
5.1. In conducting this engagement, information acquired by us in the course of the engagement, including information relating to your affairs whether it belongs to you or not or is provided by you or not, is subject to strict confidentiality requirements. That information will not be disclosed by us to other parties except as required or allowed for by law, or with your express consent.
5.2. You also agree to hold in strict confidence any confidential or proprietary information belonging to us.
7. YOUR DISCLOSURE AND RECORD KEEPING OBLIGATIONS
7.1. You are required by law to keep full and accurate records relating to your tax affairs in order to facilitate the preparation of accurate tax returns. The responsibility for the accuracy and completeness of the particulars and information provided to us by you rests with you. Any advice given to you by us is only an opinion based on our knowledge of your particular circumstances.
7.2. It is your obligation to provide us with all information that you reasonably expect will be necessary to allow us to perform work specified under this engagement within a timely manner or as requested. This includes providing accurate and complete responses to questions asked of you by us within 10 working days. Inaccurate, incomplete or late information could have a material effect on our services and/or our conclusions and may result in additional fees.
7.3. To enable us to perform our obligations under this Agreement, you shall provide us with reasonable access to data input into any accounting software or website (Customer Data). You shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer Data.
7.4. You are also required to advise us on a timely basis if there are any changes to your circumstances that may be relevant to the performance of our services. Specifically, if any subsequent event results in the information you provided to us being inaccurate, incomplete or misleading, then you are obliged to advise us as soon as possible. We take no responsibility to the extent that our advice is inaccurate, incomplete or misleading because it is based on inaccurate, incomplete or misleading information being provided to us.
7.5. By accepting the terms in this Agreement, you will be taken to have agreed that the performance of our services is dependent on the performance of your obligations relating to disclosure and record keeping. You are responsible for the reliability, accuracy and completeness of the accounting records and disclosure to us of all material and relevant information.
7.6. In relation to your financial records, you will be specifically responsible for retaining copies of all financial records and source documents as required by law, and providing to us all financial information we have requested within 10 working days of our request.
7.7. Please note that if you do not provide us your financial information properly reconciled and in the format requested by us, any up-front costs or estimates we have provided to you will not be applicable and the cost of our services may be higher.
8. CONFLICTS OF INTEREST
8.1. You are required to advise us if you become aware of any conflict of interest or potential conflict of interest. Generally, a conflict of interest is any event which may result in us becoming unable to remain objective in the performance of our services to you. Some examples of events which could give rise to a conflict of interest or potential conflict of interest during this engagement are changes to your business circumstances, events affecting your family (eg. death and/or marriage breakdown) or a legal action commencing against you.
8.2. We also have an obligation to ensure that we manage conflicts of interest as they arise. In this regard, we have arrangements in place to ensure that we manage potential or actual conflicts of interest. If a conflict of interest arises, we will advise you and discuss an appropriate solution. The effective operations of these arrangements depend, in part, on you complying with your obligation to disclose any potential conflicts of interest to us.
9.1. You have certain obligations under New Zealand taxation laws, such as the obligation to keep proper records and the obligation to lodge tax returns by the due date.
9.2. On completion of your tax returns and schedules, we will send these to you for review. We will hold these for a period of two weeks, from the date sent, to allow you time to review and advise us if there are any changes required. If we do not hear from you within two weeks, we will file these on your behalf with the Inland Revenue Department. If the due date is prior to two weeks, we will request an early filing (within the due date)
10. OWNERSHIP AND ACCESS TO DOCUMENTS
10.1. All original documents or Customer Data, arising from this engagement will remain your property. However, we reserve the right to make a reasonable number of copies of the original documents for our records.
10.2. You grant us a licence to use, copy, transmit, store, and back-up your Customer Data for the purposes of providing the services to you.
10.3. Our engagement may result in the production of Financial Statements, Income Tax Returns, and other electronic documents or files which will be supplied to you. Ownership and retention of these documents will be your responsibility. Reports and/or Deliverables developed and/or produced by DwNZ, including templates, methods, design templates, know-how, including any created in the course of the provision of our service, shall remain the property of DwNZ. You shall have the right to use and reproduce reports and deliverables for internal purposes if available however DwNZ shall remain the sole owner of and retain exclusive rights to such reports and deliverables. Should either party wish to terminate this contract at any time, non-amendable (such as pdf) versions of these reports will be provided to you for your retention however all source report templates etc owned by DwNZ will be removed.
10.4. You should be aware that, like all other providers of services, we are entitled to legal right of lien over any of your documents or Customer Data in our possession in the event of a dispute between us and/or until outstanding invoices have been paid.
10.5. Upon completing the agreed services and payment of our fees, we will return your documents and Customer Data to you. Subject to any obligation to retain them, we may destroy the records relating to our services unless you advise otherwise.
10.6. We wish to draw your attention to our firm’s system of quality control. As a result, you agree that the Chartered Accountants Australia and New Zealand may have access to the records and information we hold that support our working papers. This is an essential part of the Institute’s quality assurance function. The likelihood that any particular engagement is selected is minimum and employees and contractors of the Chartered Accountants Australia and New Zealand are required to maintain the strictest confidentiality.
11. INVOLVEMENT OF OTHERS
11.1. Where, as part of this engagement, the services of an external consultant or expert are required, an estimated cost and timeframe and involvement will be provided to you for your approval.
11.2. You acknowledge that we have business partners that can provide you with services at rates that are otherwise reserved for large corporate clients. You acknowledge that we may receive a commission, discounts or rebates from our partners to assist us in promoting them to you as our strategic partners.
11.3. You authorise us to act on your behalf to communicate with and obtain information from any third party if the information sought is relevant to our services
11.4. You consent to any employees or contractor of Dwarkadhish Enterprise NZ Ltd. to act as your agent for ACC levy purposes for all associated entities. This includes authority to query and change information on your ACC levy account(s) through ACC staff, and through MyACC for Business.
11.5. You consent to any employees or contractor of Dwarkadhish Enterprise NZ Ltd. acting as your tax agent with the Inland Revenue Department on matters relating to our services, including all tax types. This includes authority to:
12.1. Our fees are normally based on hours worked charged at rates appropriate to the work performed and the levels of expertise required.
12.2. Any upfront or monthly fees rendered by us will be set out in the proposal.
12.3. In accordance with clause 7.7, if you do not provide us your financial information properly reconciled and in the format requested by us, any upfront costs or estimates we have provided to you will not be applicable. If we need to revise our estimate or any upfront cost, we will notify you of any increase to our fees.
12.4. If there is any other work that needs to be undertaken that falls outside the package services set out in the proposal, then where possible, we will provide a quote or an estimate of what the costs will be before we undertake that work. If no upfront price or monthly fee has been specified in the quote or proposal, then fees rendered will be on the value of time & cost spent on each assignment
12.5. No refunds or credits for your monthly fee will be provided if you elect to downgrade or terminate the package services and/or any add-ons. In the case of a downgrade, the new monthly for the downgraded package services will apply from the beginning of the calendar month or year following the month or year (as applicable) in which the package was downgraded.
12.6. We will charge you for disbursements incurred by us on your behalf. These disbursements will be charged at cost plus a margin of up to 5% unless we agree to wave the amount in the proposal.
12.7. We will charge you not only for professional services rendered, but also for other ancillary services provided. These include, but are not limited to:
We also charge a small annual fee for tax management services and provision of tax notices.
13.1. You shall pay us the fees and charges as set out in the proposal.
13.2. All fees must be paid by direct debit which will be setup on acceptance of this Agreement or within 7 days of issuing the invoice. Dwarkadhish Enterprise NZ Ltd. is in the process of being an authorised paperless Direct Debit initiator. The Direct Debit terms and conditions will be available on our website, upon signing the contract with a service provider.
13.3. We will issue you with an invoice for services provided on a monthly basis, which will be delivered by the 7th working day of the following month. You agree to pay our fees and charges within 7 days by direct debit or bank transfer.
13.4. All fees are exclusive of GST, and all other taxes, duties and surcharges payable in respect of the services.
13.5. We will adjust the monthly fees on an annual basis to take into account any changes in the national consumer price index. In addition, we may increase the monthly fees at any time, but in any event no more than once during each Renewal Period by the amount of any reasonable increase in the cost of supply of the services that is beyond our control. Where this happens, any increase in fees will take effect 30 days from the date we provide you with written notice to you of such an increase.
13.6. If any amount you owe to us is more than 30 days overdue, we reserve the right to:
13.7. In the event of you being in default of your obligation to pay us within the payment terms as listed in the proposal and the overdue invoice(s) are then referred to a debt collection agency and/or law firm for collection and we are charged commission and/or disbursements and/or legal fees, you agree that you will be liable to pay as a liquidated debt to us any commission, disbursements and legal fees payable by us.
13.8. It is our policy not to release final copies of financial statements or other reports or provide such reports to external parties until payment for the service has been received.
14. LIMITATION OF LIABILITY
14.1. If we breach any duty we owe to you, our aggregate liability will be limited to the amount of the fees paid to us for performing services under this Agreement in the 12 months prior to the event giving rise to the liability. We will not be liable for any claims arising out of or in connection with our services to the extent that our liability to you would otherwise exceed this amount.
14.2. The limitation of liability will apply to any claim whatsoever you may have against us and to any kind of loss or damage suffered by you, including but not limited to indirect and consequential loss.
14.3. Any claim you may have against us (whether based on negligence, or breach of a contractual, statutory or other duty) will be further limited to the extent that you or anyone acting for you has contributed in any way to any loss or damage you have suffered.
14.4. This limitation of liability shall apply to the maximum extent permitted by law.
15.1. To the maximum extent permitted by law, and hold harmless Dwarkadhish Enterprise NZ Ltd., its Directors, employees, and agents from and against any and all costs, expenses, losses, claims, demands, actions, suits, or proceedings paid, incurred, or suffered by, or made or initiated against, any of them:
16. HEALTH AND SAFETY
16.1. Both parties agree to comply with their obligations under the Health and Safety at Work Act 2015 and any applicable regulations.
16.2. The parties agree to consult, coordinate and cooperate with each other whenever they share a health and safety duty in relation to the same person or subject matter.
16.3. Each party will adopt and implement a health and safety policy, which shall take priority at its workplace.
16.4. Each party agrees that its staff will follow the other party’s health and safety policy when visiting the other party’s workplace.
16.5. Where appropriate, you agree to provide our staff with a health and safety briefing when our staff are required to visit your workplace.
17. TERMINATION OF THIS AGREEMENT
17.1. Either party may terminate this Agreement in whole or where more than one service is provided to you, in respect of one or more of those services, at the end of the Initial Period or relevant Renewal Period, by giving the other party at least one month’s written notice prior to the end of the Initial Period or relevant Renewal Period.
17.2. If you terminate this Agreement in accordance with clause 1 within the Initial Term, we are entitled to charge you an early termination fee, equal to (or less than) the value of services provided to you calculated on a time and materials basis less the fees payable by you, as at the date of termination. The rates used to calculate the value of services provided by us on a time and materials basis are available upon request.
17.3. Either party may terminate this Agreement immediately if:
17.4. We may terminate this Agreement immediately by giving you written notice:
17.5. If this Agreement is terminated, you must pay all fees due up to the date of termination as well as all charges incurred up to that date.
17.6. On termination of our Agreement for any reason, we will provide such assistance as you reasonably require to transfer your Customer Data to you or another service provider, provided that you have, at that time, paid all fees and charges outstanding at and resulting from termination (whether or not due at the date of termination).
17.7. Any of the terms and conditions of this Agreement, which are intended to apply after termination, will continue to apply.
18. RESOLVING DISPUTES
18.1. If at any time, you believe our services to you could be improved, or if you are dissatisfied with any aspect of our service, you should raise the matter with us. We are committed to investigating and resolving any complaints you may have as soon as possible. You have the right to take any complaint up with the Chartered Accountants Australia and New Zealand.
18.2. If a dispute arises between you and us, out of or in connection with this Agreement, the parties will make all reasonable efforts to resolve the dispute by some form of alternative dispute resolution method (such as mediation or the fee resolution service provided by Chartered Accountants Australia and New Zealand) before commencing court proceedings. In some cases, we may need to suspend our services until the dispute is resolved. We also have established dispute resolution processes, details of which are available on request.
19. ELECTRONIC COMMUNICATION
19.1. During the engagement, we may wish to communicate electronically with each other. These communications can be subject to interference or interception or contain viruses or other defects. We do not accept responsibility and will not be liable for any damage or loss (direct or indirect) caused in connection with the corruption of an electronic communication.
20.1. This Agreement is governed by New Zealand law and New Zealand courts shall have exclusive jurisdiction over any dispute arising out of this Agreement or the agreed services.
20.2. You will not assign the benefit of this Agreement or the performance of the services to any third party without our prior written consent.
20.3. These terms may be changed by us at any time and we will publish such changed terms on our website or by sending you a communication. Each change will bind you in respect of services we provided after the publication of the change on our website or the communication.
21. ANTI-MONEY LAUNDERING, FATCA, CRS, AND OTHER LAWS
21.1. We must comply with our obligations under all laws binding on us, including:
i. Anti-money laundering and countering financing of terrorism laws; and
ii. laws relating to tax reporting and withholdings.
21.2. We may be required to conduct customer due diligence on you, persons acting on your behalf, and other relevant persons such as your beneficial owners or persons who have effective control of you and (in the case of a trust) the beneficiaries of the trust. We may not be able to act or continue acting for you, or to complete trust account transactions for you, until this is completed.
21.3. We may be required to provide information about you, persons acting on your behalf, and other relevant persons as described above to government agencies. We may not be permitted to tell you or such persons if we do provide such information. We may also be required to provide such information to banks with which we place your funds through our trust account, and information provided to banks may be in turn be passed on by them to tax and other regulatory authorities in New Zealand and offshore.