Terms of Engagement

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.

To the extent our services involve the performance of services established by law, nothing in the engagement letter 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 letter, 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.

Where our engagement is recurring, we may amend this engagement letter and terms where we consider it is necessary or appropriate to do so. If you do not accept such amendments, you must notify us promptly in which case you may terminate our engagement in accordance with section 21 below and those amendments will not apply prior to such termination.

We have an obligation under the Anti-Money Laundering and Countering Financing of Terrorism Act 2009 (AML/CFT Act) to conduct customer due diligence, and to report suspicious activity or prescribed transactions to the relevant authorities. Under such circumstances, we will not disclose information to you about any reports that we are required to make in accordance with Financial Intelligence Unit Suspicious Activity Reporting Guidelines. The AML/CFT Act does not allow us to act, or continue to act, for our clients unless we have conducted due diligence. We may use a service provider (Centrix/RealAML) to conduct customer due diligence on our behalf.

Accordingly, we may be required to verify your identity and address of residence from time to time for the purposes of the AML/CFT Act. We may request from you such information as we require for these purposes and make searches of appropriate databases. You must provide us with all required documents to enable us to comply with our obligations under the AML/CFT Act, and any other similar laws.

We may terminate this engagement at any time if you are investigated by the New Zealand Police for any matter, including, but not limited to, money laundering, criminal activity and/or fraud.

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 ‘noncompliance 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 (whether or not you sign this letter), 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.

Independence is not a requirement for a compilation engagement. If we are aware that we are not independent of you, 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 your entity.

We understand that the intended use and distribution of the financial information we will compile is solely for taxation purposes. If this should change in any material respect, you will inform us immediately. We will not accept any responsibility to any person, other than you, for the contents of the financial statements.

Our fees will be charged based on time spent on performing professional services for you, charged at rates appropriate to the work performed and level of skill, expertise, responsibility, importance and value of the advice, as well as the level of risk.

If we have provided you with an estimate of our fees for any specific work, this is an estimate only and our actual fees may vary.

Please review below to ensure you understand the basis of our charges and our payment terms.

We will bill as work is completed and our invoices are due for payment on the 20^th of the following month. Our fees are exclusive of GST. 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 5% above the Reserve Bank of New Zealand cash rate per month. We may also suspend our services or cease to act for you on giving written notice, if payment of any fees is unduly delayed. If invoices remain unpaid, we may give the debt and interest charged to a debt collection agency for collection. In such circumstances you consent to us providing a debt collection agency with information necessary to collect the debt. Recovery fees and costs will be charged to you as well as the debt and interest owing.

Where we may use an accounting software provider to undertake the engagement, such as Xero, MYOB, or Farm Focus, we will on-charge you the cost of this product in full as a disbursement. We may receive a discount or commission from the software provider, due to our partner relationship with them.

We own the copyright and all other intellectual property rights in everything we create in connection with this engagement.  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.

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. However, if your affairs at some time in the future are handled by another Chartered Accountant, we will make available, as required by the Code of Ethics, such information regarding your affairs that is essential to enable your new Chartered Accountant to perform the services we previously provided.

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. Individuals concerned will be able to contact us to access information held concerning them and, if necessary, seek correction to that information.

Material that you provide to us remains yours and (if requested) will be returned to you when the engagement is completed.  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.

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.

We will endeavour to record all advice on important matters in writing. 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.

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.

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 letter 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 of 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.

We maintain a trust account for dealing with client monies on their behalf. We can only accept money into our trust account on your behalf if you have provided us with a written trust account authority letter which details the authority given to us in relation to that trust money. We may need to undertake further client due diligence to comply with our obligations under the AML/CFT Act. We may not be able to process a transaction if the required information is not provided.

In accepting this engagement, you provide us with your express consent to disclose your information to:

• our service providers (section 26) 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; and
• send you communications and provide personal details for marketing purposes (including provision of details to third parties).

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 (see section 6).

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 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.

We may collect, store, use and disclose your personal information for the purposes of providing the services described in this engagement letter to you and to comply with our obligations in section 15 above and in accordance with the disclosure exceptions outlined in section 6 above. We will comply with the Privacy Act 2020 when collecting, storing, using and sharing your personal information.

To the maximum extent permitted by law, our maximum aggregate liability (including of all our directors and members) under or in connection with this engagement letter or its subject matter is limited to $1,000,000 in Professional Indemnity per claim. You agree not to bring any claim against any of our directors, members 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.

Our advice and information is 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.

Each of us may terminate this agreement by giving not less than 14 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.

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.

Our engagement is governed by New Zealand law. The New Zealand courts have non-exclusive jurisdiction in relation to any dispute between us.

If any provision of this engagement letter and its 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.

If you have any concerns about our costs or services, please speak to the person responsible for this engagement, who is identified in our engagement letter. 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.

We may utilise third parties services, from time to time and as separately notified to you, to perform the services. In utilising these third party services, we provide these third parties with access to your data to the extent this is required to perform the services. This requires information being sent to our service providers in accordance with our Privacy Policy.