Terms of Engagement
Standard Terms of Business
These Terms of Business are the standard terms on which Venture CA Limited (us or we) provide accounting and related services to our clients (the Services). Our client on any particular matter will be the person or entity (you) identified as such in a separate Letter of Engagement. 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. The Services
We will use all reasonable efforts to provide the Services in an efficient and timely manner. 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.
We will allocate appropriate resources to perform the Services including third parties contracted to us that may be based in New Zealand or overseas. We may replace any staff named in the Letter of Engagement with personnel of similar skill.
You are responsible for determining that the scope of the Services is sufficient to meet your needs.
2. Your Responsibilities
To enable us to carry out our work you agree:
To provide us promptly with 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 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.
To provide us with documentation required to enable us to comply with the requirements of the AML/CFT Act.
To provide us with information in sufficient time for the engagement to be completed within any statutory time limits.
To accept responsibility for any failure to supply us with all relevant records and information.
That we can approach such third parties as may be appropriate for information that we consider necessary.
To keep us informed of any major, unusual, or sensitive transactions, including proposed transactions.
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.
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 this information.
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.
That, where the Services include filing returns of income, all returns are to be filed on the basis of full disclosure of all sources of income, expenditure, allowances and capital transactions.
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.
That, where the Services include any taxation services, you are legally responsible for filing correct returns by the due date and for payment of tax on time. Failure to meet the deadlines may result in automatic penalties and/or the charging of use of money interest by the Inland Revenue.
3. 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 on their request.
4. Interest for Late Payment
We may charge interest on overdue amounts at the rate of 10% per annum. If your account remains unpaid and there is no satisfactory explanation for non-payment, we may start proceedings to recover the amount owed, plus interest and any collection and other associated costs incurred. We may also do no further work for you, and not release your papers and files, until all accounts are paid.
We are entitled to exercise a general lien over all the books, records, related documents, and other such chattels that may come into our possession for the purpose of performing professional services for you, until all costs and charges whatsoever for our professional services of any nature have been paid in full.
Without affecting our rights to recover payment of outstanding amounts we reserve the right to suspend or terminate this engagement in the event any invoices we render in accordance with the Contract are not paid by the due date.
You authorise us to check your credit status with any relevant third party (which may include, but is not limited to, credit reference agencies) and to pass on credit information about you to any credit reference/collection agency at any time.
5. Limitation of Liability
To the maximum extent permitted by law, you agree that our liability for any and all loss or damage suffered by you in connection with the Services will be limited to three times the amount of professional fees paid to us for the Services. You agree to release us from all claims arising in connection with the Services to the extent that our liability in respect of such claims would exceed this amount. If the Services were provided in respect of more than one financial year, the fee on which the liability amount is based will be the fee paid in respect of the financial year in which the act or omission first occurred.
You agree that all claims against us, whether in contract, tort or otherwise, must be formally commenced within two years after the party bringing the claim becomes aware (or ought reasonably to have become aware) of the facts which gave rise to the action and in any event no later than three years after any alleged breach of contract, tort, or other cause of action arises.
Where this Contract applies to more than one client, this limitation of liability must be allocated among these clients. Such allocation is a matter to be resolved by those clients.
To the maximum extent permitted by law, we will have no liability for any statements, representations, guarantees, conditions, or warranties (collectively referred to as representations) arising from communications (oral or written) which are not expressly contained in the Contract and all representations to exercise reasonable care or render the Services with due care and skill which may otherwise be implied by statute, common law or custom are expressly excluded.
6. Indemnities
To the maximum extent permitted by law, you agree to indemnify us and hold us harmless against any and all losses, claims, costs, expenses, actions, demands, damages, liabilities or any other proceedings, in respect of any claim by a third party (whether in contract, tort, or otherwise) arising from any breach by you of your obligations under the Contract. This includes our reliance on any information provided by you or any of your representatives which is false, misleading, incomplete or inappropriate.
The indemnities in this clause will include all costs incurred by us in regard to such liability or claim, including legal costs on a solicitor-client basis, and the costs of any expert engaged by us to advise us or assist us in dealing with the claim or liability in any way.
You agree to look only to the specific legal entity named in the Letter of Engagement or the insurance maintained by that entity to satisfy our obligations or liabilities to you under the Contract or otherwise. No other officers, partners or employees, will be liable for our obligations to you. You will not commence any action or proceeding against any such persons for the purposes of enforcing your rights under the Contract. For the purposes of part 2, subpart 1 of the Contract and Commercial Law Act (CCLA), this clause is intended to be for the benefit of, and enforceable by, only those persons described in this clause.
7. Electronic Communication
Electronic communication such as email and virtual workspaces 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 or downloaded.
As internet communications are capable of data corruption we do not accept responsibility for changes made to such communications after they are dispatched or otherwise made available. For this reason, it may be inappropriate to rely on advice contained in an email without obtaining confirmation of it.
In relation to virtual workspaces, technical factors such as bandwidth and network configurations may prohibit access from time to time and we cannot guarantee that access will be available at all times. Virtual workspaces may also contain links to third party websites over which we have no control.
All risks connected with sending or making available 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 electronic communications are not acceptable by you.
We may, from time to time, communicate with you via electronic messages, including sending you Commercial Electronic Messages (as defined in the Unsolicited Electronic Messages Act 2007). Unless you advise us otherwise, you consent to us sending such Electronic Messages to you.
8. IT Security and Privacy
We take best practice precautions with security in respect of software products used including by way of example Cloud software solutions. You authorise us to share your information with such service providers for the purposes of providing the Services to you. You further acknowledge that the service provider is responsible for security of the files and we accept no responsibility for breaches of security and/or loss of data.
We will comply with all applicable laws (including the Privacy Act 2020) when we collect, use, and disclose personal information about you, and will adhere to the provisions of our Privacy Policy, which is available on request.
You consent to us collecting, using and processing personal information in accordance with our Privacy Policy.
9. Retention of Records
During the course of the Services 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. The 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.
Whilst certain documents may legally belong to you, we may destroy correspondence and other papers that we store which are more than seven (7) years old, other than documents which 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 this 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.
10. Our Work Papers
You acknowledge that the work papers we produce, which are not an integral part of the end product of our work for you, are our property, remain confidential to us and will not be provided to you.
Where reasonably possible we will:
inform you if any other person seeks access to any work papers developed when providing the Services; and
seek your comment before granting access to any person unless we are compelled to do otherwise at law.
11. Ownership
We retain ownership of the copyright and all other intellectual property rights relating to the provision of the Services and of our working papers.
We may from time to time provide you with software, spreadsheets and other intellectual property for use with, or to assist with the provision of, the Services. Any software, spreadsheets and other intellectual property provided by us to you is provided for your own use and must not be copied, distributed or used for any other purpose. We do not provide any warranties in relation to your use of the software, spreadsheets and other intellectual property provided and will not be liable for any damage or loss incurred by you as a result of your use of any software, spreadsheet and other intellectual property as contemplated by this clause.
12. Reliance on Advice / Limited Audience
During the supply of the Services, we may supply oral, draft or interim advice. These do not represent our final conclusions and no reliance may be placed by you on them.
We will not be under any obligation in any circumstances to update our advice, opinion or report for any events occurring after the advice, opinion or report was issued in final form.
The Services are provided to you, as our client, for the purpose stated in the Letter of Engagement. We accept no liability whatsoever to any third party and you indemnify us against any such claim. Any documents issued by us (with the exception of financial statements, tax returns and audit reports) should not be provided to third parties without our prior written consent in each specific instance.
Where the Services include the compilation of financial statements, you must ensure that, when providing copies of the financial statements to any other party, our Compilation Report is attached and each page has our reference stating: “These statements should be read in conjunction with the Notes to the Financial Statements and are subject to the Accountant’s Compilation Report. These statements have been compiled without undertaking an audit or review engagement.”.
You must make any third-party user of the financial statements and tax return aware of the limited scope of our engagement and that, if they wish to rely on the financial statements, they should complete an audit or review engagement.
13. Privacy
We may collect, store, use and disclose your personal information for the purposes of providing the services described in the Letter of Engagement to you and to comply with our obligations in section 8 (above) and in accordance with the disclosure exceptions outlined in section 7 (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.
14. Financial Advisers Act
We are 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 are referred to an Authorised Financial Adviser.
15. AML and CFT Act 2009
We are required to comply with the Anti-Money Laundering and Countering Financing of Terrorism Act 2009. We are obliged to undertake due diligence on all clients we engage with. By requesting that we provide the Services you agree to provide us with your personal information reasonably required to conduct initial due diligence and ongoing monitoring for us and you authorise us to hold that information securely.
We may engage a specialist third-party provider or software service to assist us in managing and complying with the legislation including gathering, assessing, and storing of any information required.
16. Use of Electronic Signatures
We use e-signing solutions to electronically send out documents for secure electronic signing.
Part 4, subpart 1 of the CCLA governs the legal application of electronic signatures in New Zealand. By agreeing to our terms of engagement you consent to transact business using electronic communications, to receive documents that require your signature electronically, and to utilise electronic signatures in lieu of using paper documents where appropriate.
Please note that you will have the ability to download and print any open or signed documents sent to you via eSign services.
17. Confidentiality of Information
Both parties acknowledge that they may, in the course of the engagement, acquire information that is proprietary or confidential to the other party. Both parties agree to hold such information in strict confidence, and not to divulge such information, except:
as required by law or professional regulation;
as is already, or becomes, public knowledge, otherwise than as a result of a breach of any provision of the Contract by the party disclosing or using that confidential information;
as authorised in writing by the other party;
to the extent reasonably required by the Contract and, without limiting the effect of this clause, a party may disclose confidential information to those of its officers, employees, or professional advisers, on a need-to-know basis, as is reasonably required for the implementation of the Contract.
We are subject to review by the Practice Review Board of Chartered Accountants Australia + New Zealand (or a party appointed by them). The Services we provide for you may be selected by the examiners for their review and, if it is, we are required to produce any document or other material in our possession and co-operate in the review process. By allowing us to undertake any engagement (whether or not a letter of engagement is signed by you), you acknowledge that, if requested, our files relating to any engagement will be made available to the examiners for their review.
18. Our Staff
You agree that during the provision of the Services, and for the period of six months after, you will not make any offer of employment to any of our partners, directors or employees involved in the provision of the Services, without our prior written consent.
You agree that should you employ any of our partners, directors or employees involved in the provision of the Services during the provision of the Services, and for a period of six months after, you will pay us a fee equal to 20% of the remuneration package offered to the person concerned.
19. Health and Safety
Both parties agree to comply with their obligations under the Health and Safety at Work Act 2015 and any applicable regulations.
Each party will adopt and implement a health and safety policy, which shall take priority at its workplace.
Each party agrees that its staff will follow the other party’s health and safety policy when visiting the other party’s workplace.
You will provide our staff with an appropriate health and safety briefing whenever our staff are required to visit your workplace.
20. Disputes
We undertake to look into any complaint carefully and promptly and to do all we can to explain our position to you.
This engagement is governed by New Zealand law, and any dispute arising out of any advice or material is subject to the exclusive jurisdiction of New Zealand courts.