Terms of Service
On the basis of information you provide, we will compile the special purpose financial reports for the Clients from the financial year indicated at the heading of this engagement letter.
This engagement will be performed in accordance with Service Engagement Standard No.2 Compilation of Financial Information (SES-2) issued by Chartered Accountants Australia and New Zealand (CAANZ).
The financial information will be prepared to comply with Inland Revenue minimum reporting requirements as set out under the Tax Administration (Financial Statements) Order 2014 by Order in Council, or another set of standards as agreed with you. This will be disclosed as part of the financial information. Any known departures from the financial reporting framework will be disclosed within the financial statements and referred to in our compilation report.
Our procedures will not include verification or validation procedures. No audit or review engagement will be performed and accordingly no assurance will be expressed.
Extent of Services
We do not accept any responsibility for the accuracy and completeness of the accounting records and other information you supply to us or for the reliability, accuracy and completeness of the financial information compiled on the basis of those records and information.
We also do not accept any 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 we compile.
You will be required to review and approve the final tax returns or reports, and you will need to understand the importance and risks of signing tax returns or other statutory compliance documents as being true and correct statutory records.
The information you are to supply and any other information that we consider necessary to complete the engagement must be provided on a timely basis in order that the engagement can be completed on a timely basis.
Our 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. However, we will inform you of any such matters which come to our attention during the course of our engagement.
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 may determine, at our sole discretion, not to issue a report.
The following items are specifically excluded from the quoted fee. These include:-
- Any lodgement fees or other amounts due and payable to statutory authorities, such as Inland Revenue Department, Ministry of Business Innovation and Employment (Companies Office), and Statistics New Zealand.
- Any works completed with respect to changes in relation to the Companies Office and records thereof. Items such as business names, company names, addresses change of officers etc.
- Any matter that was not mentioned under the heading of Scope within this engagement letter will be an additional quoted cost.
- Any consultants that may be engaged from time to time by JZR Financial Consultants Limited on your behalf, with your consent, to handle specific issues not outlined above.
Any party may terminate this Agreement at any time in writing. We may also terminate the Agreement with you if at any time required by the CAANZ Code of Ethics and any other services standards produced by CAANZ.
If the Agreement is terminated you must promptly pay all fees due up to the date of termination and all expenses incurred up to that date before. We will only pass your records and documents, including any accounting software records and databases, onto your new tax agent and/or accountant or to you upon payment in full of those fees and expenses. If you are a Xero subscriber and we have provided you with access to Xero then we will work with your new tax agent on the transfer of records.
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 you.
Use and distribution of the financial information
We understand that the intended use and distribution of the financial information we will compile is limited to you and as support for your tax returns only. 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 information and statements (including financial statements) we provide. No person should rely on that information or those statements without having an audit or review engagement conducted. You agree that we will include a disclaimer on compiled information and that it forms part of the financial statements and is to remain attached to all copies of the financial statements distributed to third parties.
Information and Disclosure
You grant to us, and confirm, that we have full authority to communicate with, to obtain information from, and to share information with, any third party in relation to you and your affairs, including the Inland Revenue Department, any bank, any lawyer, any financial advisor, and WINZ, for any purpose relating to the provision of the Services and to obtain credit or other references.
All the entities identified in the scope of service (being JZR Clients) give authority to JZR Financial Consultants Limited for JZR Financial Consultants Limited to act on behalf of those entities for all tax types (except child support) until further notice. Authority is given to obtain information from Inland Revenue about all tax types (except child support). This includes obtaining information through all Inland Revenue media and communication channels. Authority is given to JZR Financial Consultants Limited for those entities to be put under JZR Financial Consultants Limited’s Tax Agency List with Inland Revenue.
The conduct of this engagement is in accordance with the professional standards, rules and ethical requirements of the CAANZ. Information we obtain in the course of this engagement is subject to confidentiality requirements, in addition to our obligations under the Privacy Act 1993. Subject to our authority above, we will not disclose that information to other parties, without your express consent, except as required by law or professional obligations.
However, as members of the CAANZ, we are subject to and bound by the disciplinary procedures and rules of the Institute, and our work and files are subject to the practice review rules of the Institute under which compliance with professional standards by members is monitored.
These procedures and rules require us to disclose to the Institute, its reviewers and/or its disciplinary bodies our files and work papers including client information. By allowing us to undertake this engagement, you acknowledge that, if requested, our files relating to this engagement will be made available to the Institute, its reviewers and/or its disciplinary bodies. We assure you that the same ethical standards regarding confidentiality that we adhere to apply equally to the Institute’s reviewers.
For the administration of tax refunds for our clients, we have in place a trust account with ASB Bank for the sole benefit of our clients, where all client funds are kept separate from the firm’s funds. All client monies received will be paid into this trust account until such money is paid either to you, or otherwise as you direct. You hereby give us a general authority to deduct professional fees and disbursements from any Inland Revenue tax refunds that become available at any time. We will only deduct those fees and disbursements after providing an invoice for them not less than 15 working days before the amount due is withdrawn from your trust account, or if you notify us that you accept the invoice.
Our payment terms are 14 days from the date of the invoice. Whilst our terms are strictly 14 days, we are aware that this can at times cause inconvenience to our clients cash-flow. With this in mind we are pleased to offer monthly direct debit services, where your annual accounting fees and disbursements for Xero subscription costs will be paid in 12 equal instalments throughout the year. We reserve the right to require that annual accounting fees and disbursements be paid in full in advance if there is a failure to pay monthly on the due date.
If any amount owing by you to us is overdue then, in addition to our other rights as set out in this Agreement and at law, we have the right to claim a lien over books, records, accounting records, accounting software records and databases and any other documents supplied by you or generated by us as part of carrying our Services for you until all accounts are paid. This may mean that certain records are not filed with government agencies and that you may incur penalties from that government agency; we will not be liable to you for those penalties.
In addition, we may require interest of 10% per annum (calculated daily) to be paid on any amount which is more than 7 days overdue. Failure to pay your account may result in it being passed to a third party debt collection agency at which point you will be on-charged and must pay for, and you hereby agree to pay for, any and all costs involved in recovering any outstanding balance incurred by us and the agency, including legal costs (on a solicitor/client basis).
Ownership of work papers
Material that you provide to us remains yours and will be returned to you when the engagement is completed (subject to our right to claim a lien for non-payment). Work papers that we create remain our property. However, if your affairs at some time in the future are handled by another Chartered Accountant, we will make available (subject to our right to claim a lien for non-payment), 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. In accordance with the Privacy Act individuals concerned will be able to contact us to access personal information held concerning them and, if necessary, seek correction to that information.
We will store tax records that we hold on your behalf for a period of seven years after the applicable balance date. At the end of that period, unless you ask us to send that information to you, the records will be destroyed using a secure document destruction service. We reserve the right to return your tax records to you at any time for you to hold.
We look forward to full cooperation with your staff and we trust that they will make available to us in a timely manner the records, documentation and other information requested in connection with our engagement.
Limitation of liability
To the maximum extent permitted by law, our total aggregate liability to you (jointly), whether in contract, equity, tort or otherwise, for all claims relating to a matter (or a series of related matters) shall be limited to the lesser of three times the fee paid by you to us or NZ$50,000. Without limiting the foregoing, and to the maximum extent permitted by law, our liability to you under the Agreement shall in all cases be limited to direct losses, damages, liabilities, charges and expenses only, excluding any consequential loss or loss of profit, income or saving. For the avoidance of doubt, our directors, employees and agents will have no liability to you whatsoever and howsoever arising.
Our emails and other electronic communications are not encrypted so we cannot ensure that they will be accurate, complete, confidential and secure. Accordingly, despite the other provisions of the Agreement, we cannot and do not represent or warrant, and exclude all warranties (to the extent permitted by law), that those communications will always be accurate, complete, confidential and secure. We will not be liable for any damage or loss caused where they are not. If you wish to ensure the security of electronic communications from us please raise this with us.
Subject to the following, no provision in this Agreement is intended to have the effect of contracting out of your rights under the Consumer Guarantees Act 1993, except to the extent permitted by law. However, if our Services are being provided to you “in trade”, as defined in the Act, you agree that the provisions of the Act shall not apply as between you and us.
You agree to indemnify and hold harmless JZR, including its Directors, employees and agents against any and all losses, claims, actions, demands, damages, liabilities, expenses (including legal costs on a solicitor/client basis) and proceedings whatsoever suffered or incurred by us in respect of any claim by a third party arising out of or in any way related to our Services or this Agreement.
In these terms of engagement “you” and “your” means JZR’s client(s), being the “Client(s)” identified in the scope of service. References to “us”, “our” and “we” are to JZR.
“Agreement” means the agreement between you and us, comprising the letter of engagement (including Services) and these Terms.
“CAANZ” means Chartered Accountants Australia and New Zealand.
“JZR” means JZR Financial Consultants Limited.
“Services” means the scope of services specified in the letter of engagement and as otherwise agreed in writing between the parties.
“Terms” means these standard terms of engagement.
All amounts are stated, invoiced and payable in New Zealand dollars.
You may not transfer or assign your rights or obligations under any Agreement with us.
The obligations and liability of the Clients under the Agreement are joint and several.
These Terms apply to any current engagement and also to any future engagement that is similar in nature, whether or not we send you another copy of them.
A reference to a statute, regulation, standard or code includes references to that statute, regulation, standard or code as amended or replaced from time to time.
We are entitled to change the Agreement, including these Terms, from time to time, in which case we will provide you with a copy of the amended Agreement before it takes effect.
Our relationship with you is governed by New Zealand law and New Zealand courts have non-exclusive jurisdiction.