Our Terms of Engagement

These Terms of Engagement set out the things we're required to disclose to you, our commitments to you, the way we'll work together, and what we need from you to ensure we can deliver our services to you at a high standard, as efficiently as possible.

If you have questions about any of these Terms, please contact us to discuss them prior to accepting our proposal. By accepting our engagement, you agree to be bound by these Terms.
We may update these Terms from time to time. We'll keep you informed of any changes we make.

Our Core Values

Our Core Values guide our behaviour and we expect our team and clients to respect and live into our Core Values as listed below:

Empowering and Safeguarding Success

• People Relationships - People first with respect and care

• Passion - Going the extra mile

• Striving for Success - Being the best we can be

Our Commitment to You

• We're committed to helping you to the best of our ability, working with you to make fully informed decisions which are best for you and your business

• We want you to see the value in the services we provide you

• We won't recommend services unless we truly believe you will receive more value than the price you pay

• We won't undertake any work without first giving you an estimate of the price

• We value our relationship with you and want you to feel confident that you can reach out to us with any questions you have.

• We won't tell you what to do; we'll listen to you, ask questions, identify potential options and their risks and benefits, and support the decisions you make.

Our Expectations of You

• We expect you to provide us with any information we need in a timely manner, and to the best of your abilities

• If you need help to get your information in order, let us know so we can assist you – it will save you time and money in the future

• We may send you pre-work to complete prior to some of our meetings which we expect you to complete by the required date and to the best of your abilities; the more time you spend thinking about the answers to our questions, the more value you'll get from our meeting

• We're obligated by law to undertake certain identity checks and we expect you to provide this information upon request

• We'll recommend you have processes in place to ensure you get paid on time; please respect our firm's processes and ensure payments are made on time.

1. Scope of our work

We are responsible for providing the professional services detailed in this proposal. Any ad hoc work not covered by the below will be charged at our standard hourly rates between $145 – $370 plus GST per hour depending on the degree of responsibility involved and the skill level required. We will endeavour to provide a new proposal before commencing work on any large projects not covered by the scope of this proposal.

2. Our authority to act

So that we can attend to the taxation matters set out above, you hereby authorise us to add the above named entities and individuals to our agency listing with the Inland Revenue Department. This authorisation covers the following:

• You authorise us to link you for ALL tax types to the tax agency of Kendons Scott Macdonald Limited to ensure full understanding of your tax position, as a result our staff/contractors will have access to your tax information

• You authorise us to obtain your information from Inland Revenue through all channels, including IR's online services

• You authorise us to have full access to all details held by the Department (except child support) through all Inland Revenue media and communication channels 

• You also authorise Tax Management New Zealand Limited and Reckon New Zealand Limited ("APS") via our agency listing to access relevant tax information from Inland Revenue in respect of your tax obligations and taxpayer account details.

• This authority to act endures until it is terminated by either party

You authorise us to request information from any third parties including your bank for the purposes of obtaining any information necessary to deal with your affairs. You acknowledge that this includes information that would not otherwise be available to us due to Privacy Act 2020 restrictions.

With respect to distribution of your financial statements, you hereby authorise us to send your financial statements to you, your banker, solicitor or any other person you may specifically request, including transmission by post, fax or other electronic media.

With respect to reviewing and attending to ACC obligations, you authorise our organisation to act as your agent for ACC levy purposes for all associated entities. This authorisation allows our organisation to query and change information on your ACC levy account(s) through ACC staff, and through ACC Online Services. The authority will also allow our organisations' main representative discretion to delegate access to your ACC information to other members of our organisation. Other delegated members of our organisation will also be able to query and change information on your ACC levy account.

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 as requested by them.

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. 

4. Limitations of our role

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.

Our procedures do not include verification or validation procedures and as such are not designed to disclose fraud, material misstatement, defalcations or other irregularities that may occur. This is discussed further in Appendix 1.

As a consequence of the New Zealand taxation self-assessment system, we will not be responsible for verifying information supplied to us for the purpose of preparing income tax returns under the terms of this engagement. It is your responsibility to provide us with the information we require, that is accurate, timely and complete.

Our address is used by the Inland Revenue Department for service of notices and we are responsible for checking tax assessments. We shall also endeavour to advise the amounts and due dates of tax instalments. However, the responsibility for paying the correct tax and paying on time rests with the taxpayer and not this Firm, as agent. Any penalties arising from lateness, errors, wrong estimates or for any other reason are payable by you as the taxpayer.

You must keep us informed on a timely basis of changes in your circumstances that may affect our services.

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 that you wish to rely on, you must ask us to confirm the advice in writing. 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 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. 

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.

Where our engagement is recurring, we may amend our engagement letter and these terms where we consider it is necessary or appropriate to do so. If you do not accept such amendments, you must notify us promptly.

5. 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.

6. Our client team

The team member assigned for your work will vary accordingly to the degree of responsibility involved and the experience and skill level required.

We reserve the right to outsource parts of our work for you where we deem it necessary and appropriate to provide you with the most cost effective solution. To perform the services, we may utilise third party services, including those detailed below and other third parties 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.

Xternal Solutions – We maintain an offshore office in South Africa. Your information is stored in cloud-based accounting software that is accessed by our dedicated accounting and bookkeeping team at Xternal Solutions located in Johannesburg, South Africa. 

CommArc Consulting Limited – Your information may be accessed by our IT provider as part of ensuring integrity and security of our information systems. CommArc access our cloud-based data and are located in Christchurch, New Zealand. 

Where part of our work is outsourced the work is reviewed by our local Kendons team. 

7. 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.

8. Conflict of interest and independence

We are not presently aware of any conflict of interest which would affect our ability to provide the agreed services to you, in an independent manner. 

We will inform you if we become aware of any conflict of interest in our relationship with you 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

9. Fees and Disbursements

It is important to have clarity regarding the basis upon which our fees are calculated and our expectations for payment. Our fees will be charged on the basis set out in the engagement letter and have been set based on the level of skill, 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. Our fees are based on the time dedicated by the client team in completing the engagement, plus any direct expenses. Individual hourly rates vary according to the degree of responsibility involved and the experience and skill level required. These rates range from $145 to $370 plus GST per hour (detailed rates are available on request).

We will bill monthly over the course of the engagement. All fee invoices are to be paid on the 20th of the month following the invoice date. Please note individual directors and trustees accepting this engagement personally accept responsibility for and guarantee payment in full of fees billed by Kendons Scott Macdonald Limited. Corporate trustees are excluded from any personal liability relating to our fees.

We reserve the right to charge interest at 1.5% per month, cumulative on any unpaid accounts where a satisfactory arrangement for settlement has not been reached. In the event that our invoice(s) are overdue, we hold the right to suspend the engagement until the invoices are paid and may require payment for future fees in advance or terminate the engagement.

In the event we need to take recovery action from you, you will be liable to reimburse us our actual costs of taking that action (e.g. lawyers or debt collection fees); we reserve the right to disclose your name and address to a credit agency to perform a credit reference or to undertake credit management processes if we deem necessary.

Neither the amount of our fee nor payment thereof is contingent upon the nature of the findings or issues identified in performing this engagement. Should either party terminate the assignment prior to its completion, we would cease our work and only bill for time costs and disbursements incurred to that point in time.

10. 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.

11. Commission

From time to time we may receive a nominal commission or administration fee on services we organise, facilitate or recommend. These services include, but are not limited to, insurance services, banking services, marketing services and accounting software or subscriptions as follows:

• Xero – we receive a discount on Xero products to cover our administration cost of providing these services to you. 

• Accountancy Insurance – as part of offering Audit Shield insurance to our clients we receive administration fees to cover part of our cost of providing this service.

Where we receive any other commissions or referral fees from third parties we offset these with the fees you owe to us to reduce the amount payable by you.  

12. 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.

13. 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 (CAANZ) 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

14. 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.

We will take reasonable steps to ensure any such recipient (other than a regulatory body) keeps such information confidential. 

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.

15. Quality and complaints

Should any specific concerns regarding quality of work not be resolved to your satisfaction, we request that you contact our Managing Director.

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.

16. AML – Electronic Verification

We are required to carry out identity checks to fulfil the Anti-Money Laundering and Countering Financing of Terrorism Act 2009 (AML/CFT) requirements. We may request from you such information as we require for these purposes and make searches of appropriate databases.

17. Privacy

We may collect, store, use and disclose your personal information for the purposes of providing the services described in the engagement letter to you and to comply with our obligations in section 13 above and in accordance with the disclosure exceptions outlined in section 14 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.

18. Conclusion

We look forward to working together with you as your business partner.

Appendix 1

 Compilation Assignments

 Our engagement for the compilation of financial statements will comply with the requirements of Service Engagement Standard No. 2 (“SES 2”) Compilation of Financial Information as required by the New Zealand Institute of Chartered Accountants. The financial information will be prepared in accordance with section 11 of the Financial Reporting Act 1993 for companies or in accordance with Generally Accepted Accounting Practice (“GAAP”) for all other entities and this will be disclosed as part of the financial information.  Reporting under GAAP requires us to show a true and fair view.  Any known departures from these frameworks will be disclosed within the financial statements (and referred to in our compilation report).

 a. We do not accept responsibility for the accuracy and completeness of the accounting records and other information supplied by you to us for the reliability, accuracy and completeness of the financial information compiled on the basis of those records and information.  We also do not accept responsibility for the maintenance of adequate accounting records, an adequate internal control structure and the selection and application of appropriate accounting policies within your organisation.  In addition, you are solely responsible to users of the financial information compiled by us.

 b. You agree to review and approve the final financial statements and returns for reasonableness and correctness.  You agree to sign off the financial statements and returns as being true and correct statutory records.

 c. Our compilation engagement does not include the investigation or discovery of internal control weaknesses, errors, illegal acts or other irregularities, including without limitation fraud, or non-compliance with laws and regulations.  We will inform you of any such matters which come to our attention during the course of our engagement.

d. If for any reason we are unable to complete the compilation of your financial information, or we consider the information to be misleading, we may refer to such matters within our compilation report or we determine, at our sole discretion, not to issue a report.

e. We agree for the use and distribution of financial information we have compiled for review by your bankers and prospective bankers, the Inland Revenue Department and for internal purposes.  If the intended audience extends beyond those listed above, you will inform us immediately.  We accept no responsibility to any person, other than you for the contents of the financial statements.  No person shall rely on the financial statements without conducting an audit or review engagement.

 f. Disclaimer of liability

 We have compiled the financial statements of XYZ  for the period ended XX-XX-XXX

 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 which you provide to us. Those compilation procedures do not include the performance of an audit or review in respect of either of the information you provide or the financial statements which are 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 statements have been prepared at the request of and for the purpose of XYZ and are 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 yourself or any other person for losses incurred as a result of placing reliance on the compiled financial statements.

 g. We will issue a compilation report on completion of the engagement and this is currently expected to read as follows:

*Compilation report* to XYZ

 Scope

 On the basis of information you provided we have compiled, in accordance with Service Engagement Standard No. 2: Compilation of Financial Information, the financial statements of XYZ for the period ended XX-XX-XXX These have been prepared in accordance with the policies described in Note 1 to the financial statements.

Responsibilities

 You are solely responsible for the information contained in the financial statements and have determined that the Special Purpose Reporting Framework used is appropriate to meet your needs and for the purpose that the financial statements were prepared.

The financial statements were prepared exclusively for your benefit.  We do not accept responsibility to any other person for the contents of the financial statements.

No audit or review engagement undertaken

 A compilation is limited to the collection, classification and summarisation of financial information supplied by the client.  A compilation does not involve the verification of that information.  We have not carried out an audit or a review assignment on the financial statements and therefore, neither we nor any of our employees accept any responsibility or liability for the accuracy of the information from which the financial statements have been prepared.  Further, the financial statements have been prepared at the request of and for the purpose of the client only and neither we nor any of our employees accept any responsibility or liability on any ground whatever, including liability in negligence, to any other person, and any reliance on these financial statements by such a person is entirely the decision, responsibility and at the risk of that person.

Independence

 It is assumed that we are independent, unless otherwise stated in the financial statements.

 If you distribute the financial statements or other report to any person without attaching to them that report our compilation report disclaiming liability, then you will indemnify this firm against all claims, actions, damages, liabilities, costs and expenses (including but not limited to reasonable legal costs and expenses) incurred by this firm and arising out of or in connection with any action, claim or proceeding brought by any third party in connection with the services provided by this.