These terms and conditions set out the general terms under which we undertake our business. The specific conditions relating to particular assignments will be covered in the Scope and Schedule of Service sections of the engagement letter and the fee section of your proposal.
These term and conditions apply to any current work and to any future work we do for you (unless we agree in writing to change these terms).
You acknowledge you have the authority to agree to these Terms & Conditions for all entities listed and others that you ask us to act for.
Reference in these terms to “we”, “us” and “our” is to Trio & Co. Limited (Trio). Reference in these terms to “you” and “your” is to the entities and any other individuals included in your proposal and Terms of Engagement Letter
Occasionally we may change these terms. If we make changes, we will let you know in writing and you will be bound by the updated terms from the date of our communication to you.
These terms and conditions were last updated on 1 February 2020.
2. AML/CFT Act
We are required to comply with the Anti-Money Laundering and Countering Financing of Terrorism Act 2009 (AML/CFT Act) and face significant penalties if we fail to discharge our responsibilities with due care. As the activities captured under the Act include many of the key services provided by us, we will not commence work for you until we have conducted the customer due diligence required under the AML/CFT Act and satisfied ourselves that we have met our obligations under the Act.
When we conduct customer due diligence required by the AML/CFT Act, the information we request from you will differ depending on the entity (for example, individuals, companies, and trusts are subject to different requirements) and the level of assessed risk. Information required may include passports, address verification by way of recent utility bill, bank statement, or government agency letter, Certificates of Incorporation or Registration, Trust Deeds or Partnership Agreements, proof of authority of persons acting for you, and proof of source of funds.
As well as our obligations to undertake due diligence, the AML/CFT Act requires us to report suspicious activity or prescribed transactions to the relevant authority. Under such circumstances, we may not disclose information to you about suspicious activity reports or prescribed transactions, in accordance with FIU Suspicious Activity Reporting Guidelines
3. Commissions and disbursements
We may add a margin of up to 15% on the cost of expenses we pay on your behalf. This includes, but is not limited to external tax advice and accounting software or subscriptions.
From time to time, we may also receive commission from products and services we organise, facilitate or recommend to you.
We will communicate with you by email or other electronic means about the work we do for you.
We use virus scanning software to reduce the risk of viruses and similar damaging items being transmitted through emails or electronic storage devices. However, electronic communication is not secure and we cannot guarantee that electronic communications will always be free from viruses or other defects. We also cannot guarantee that electronic communications are secure or will be received.
We agree that the recipient will mitigate this risk by taking responsibility for virus checking emails and attachments. Neither of us is responsible to the other for any loss suffered in connection with the use of e-mail as a form of communication between us.
We may occasionally email you information such as newsletters, tax due date reminders and other items of interest we feel are relevant and useful to you. If you do not want to receive that information, please let us know.
5. Confidentiality and privacy
The conduct of this engagement is in accordance with the professional standards, rules and ethical requirements of the New Zealand Institute of Chartered Accountants. Information we obtain in the course of this engagement is subject to confidentiality requirements, in addition to our obligations under the Privacy Act 1993.
As a result, communication between us is confidential and we shall take all reasonable steps to keep your information confidential unless we are authorised by you to disclose information on your behalf or are required to disclose it by law, regulatory bodies or by our insurers.
As a member of CAANZ, we are subject to practice review to ensure professional standards are maintained. Reviews are based on a sample of files and may include your file may be selected by the reviewer for examination. The reviewer is officially appointed by Chartered Accountants Australia New Zealand, and is bound by declarations of secrecy, meaning utmost confidentiality is maintained. The reviewer is the only person from Chartered Accountants Australia New Zealand who has access to your records, and no copies are made. The review could however, include anonymous reference to a client’s information
We may, on occasions, subcontract work on your affairs to other tax or accounting professionals. The subcontractors will be bound by our client confidentiality terms.
We reserve the right for the purpose of promotional activity, training or for other business purposes to mention that you are a client. As mentioned above we will not disclose any confidential information.
6. Contractors and outsourced services
To provide cost effective accounting services, we may subcontract work to other accounting professionals and outsourced accounting providers to complete some or all of the services required to complete this engagement.
You expressly authorise us to use subcontractors and to disclose to them any information required in order to complete their part in the engagement. This may include access to your accounting software.
If you do not wish us to use subcontractors please notify us in writing immediately. We may revise your fees if all your accounting services are provided by our direct employees.
Where we decide to contract work out:
- we will ensure that confidentiality agreements are in place;
- we will ensure appropriate data security measures are in place;
- we will take all reasonable steps to ensure that New Zealand Privacy Principles are complied with; and
- we will supervise the work to ensure that it meets the standards required of a Chartered Accountant.
7. Conflicts of interest
When we do work for you, we will always protect and promote your interests subject to our obligations under law. Before we accept a job from you, we will do our best to find out if any conflict of interest exists.
If we find a conflict of interest at any time, we will immediately let you know and tell you how we plan to deal with the conflict. That may mean we stop working for you, the other client or both.
To ensure that there is no misunderstanding, we find it helpful to set out for our clients the basis upon which our fees and charges are calculated and our terms of payment.
Fees and charges
Our fees are based on a number of considerations. These include the time spent on the job, its complexity, the degree of skill, knowledge and responsibility involved, the urgency and the result we achieve for you.
Where possible we provide you with an annual fixed fee before we begin our work. This covers a set scope of services performed over the course of the year and invoiced in 12 monthly instalments commencing in 1 April each year.
If you sign this agreement part way through a financial year, a mid year catch up payment may be required. This will be detailed in the Fees Schedule in your proposal.
The annual fixed fee arrangement will be subject to change if a software provider or other external third party’ fees included in your agreement increase their fees.
We reserve the right to invoice separately for any work outside the scope of the fixed fee agreement. We will advise you as soon as reasonably practicable if the work required exceeds the agreed scope and give you an estimate of the likely amount of the further costs.
We reserve the right to charge a late fee of up to 50% of the fee for that service if you do not provide information requested or respond to queries within specified timeframes.
If you require additional services during the year, we will endeavour to provide an estimate for that work. If this is not possible our fees will be based on a time and cost basis. Fees will be invoiced on completion, unless the work is likely to take some time in which case an interim fee may be charged.
Fees charged for liaising with the IRD to resolve any tax matters, disputes and objections are based on our standard hourly rates and billed monthly as the work progresses.
Invoices for monthly instalments under an annual fixed fee agreement are issued on the 1st of each month and are payable by the 20th of that month.
Invoices for all other services are issued by the 7th of the month and are payable by the 20th of that month.
Payment of accounts
Invoices will be issued by the 7th of each month with payment due on the 20th of the month.
We may charge interest on unpaid accounts at the rate of 1.5% per month calculated on a daily basis and compounded monthly.
We may take action to recover unpaid accounts and charge you the cost of that recovery.
We may withdraw our services and decline to continue further work until the fee is paid in full or until an acceptable repayment arrangement is installed. Should services be withdrawn we will not be held liable for any penalties or interest charged as a result of late filing of tax returns or other documents.
You should be aware that, like all other providers of services, we are entitled to retain possession of your records that have been used in relation to this engagement until outstanding fees are settled.
In the unfortunate circumstance that a disagreement arises between us over our fees, if the matter cannot be resolved amicably by discussion (which is the preferred option) then we both agree to use the Fees Resolution Service of the CAANZ to resolve the matter. Details of this service are available from CAANZ.
We will not necessarily establish or maintain independence. It is not a professional requirement to be independent before carrying out compilation work of this nature or other services provided for in this engagement. If we are aware that we are not independent, this fact will be stated in the compilation report to the Financial Statements.
10. Limitation of liability
Our work is intended solely for your benefit and solely at your request. We will not be liable for any loss or liability that any third party incurs as a result of relying on any work we do for you. You indemnify us and our directors, employees and agents against and and all loss or liability that we incur as a result of you breaching these terms or any claim by any third party against us in connection with any work that we do for you.
We cannot guarantee that we will be able to file tax returns by the due date if you do not meet specified timeframes to provide requested information. The timeframe for delivering information for Income Tax is specified when we request information for preparing Financial Statements and Income Tax returns. The timeframe for all other tax types is specified in the scope of services section of this agreement. You agree that we will not be held liable for any penalties or interest which may be imposed as a result of late filing.
Our work relating to forecasts of future profits, cash flows or financial positions are estimates and we can in no way guarantee or otherwise warrant that these results will be achieved.
Our work is based on our understanding of current taxation laws at the time of performing that work and our knowledge of your particular circumstances. We cannot guarantee that the Inland Revenue Department will adopt the same opinion as us. We will not update our work for any future legislative, judicial or Inland Revenue policy changes. Therefore, we accept no responsibility for different outcomes arising from such changes, or from the Inland Revenue Department disagreeing with our opinions on taxation interpretation
Our maximum liability for services rendered under this engagement shall be limited to five times the annual fees paid by you for the services provided. We will not be liable for any loss of profits, indirect or consequential or exemplary losses suffered or incurred by you. We will not be liable if you breach any of the terms in these Terms & Conditions, or in our Engagement Agreement. We will only be liable where you formally commence a claim against us within two years of you reasonably being aware of the potential for loss.
You will only look to Trio & Co. Ltd or to our insurer to satisfy our obligations or liabilities to you. None of our employees, contractors, Directors or shareholders (“Persons”) will be personally liable to you and you will not commence action against any of these Persons. This clause is for the benefit of, and enforceable by, those Persons for the purposes of the Contracts (Privity) Act 1982.
We will not be liable for any loss or liability caused or contributed to by inaccurate or incomplete information supplied by you or third parties (including public records and expert witnesses) or because you did not receive or read a communication we sent you.
11. Ownership of documents
All original documents obtained from you will remain your property. However, we reserve the right to make a reasonable number of copies of the original documents for our records.
All documents, including electronic documents and files produced by us in the performance of our services, such as work papers, shall remain our property.
It is agreed that the above has no effect on our rights to claim a particular lien over your books, records and other documents in the event of unpaid fees.
12. Quality of service
We are committed to providing services of the highest professional standards and ultimately you are the judge of our service. Please contact us straight away if you have a question about an account or if you are unhappy with any other aspect of our work. We will deal with any complaints promptly and fairly.
In the unfortunate event we are not able to resolve the issue, Chartered Accountants Australia and New Zealand (CAANZ) also has a complaints service. You can call 0800 469 422 for information and advice about making a complaint.
13. Storage and retention of records
You have a legal responsibility to retain documents and records relevant to your tax affairs for seven years.
We are a paperless, cloud based business. All records are stored electronically using third party providers and may be stored overseas on external servers. We endeavour to use providers who maintain best-practice security. All records are stored for the minimum legal period, then destroyed.
Any physical records received by us will be scanned, and the physical records destroyed unless you request that we return these documents to you.
14. Termination of our services
Either of us may terminate this Agreement :
- At any time by giving the other 30 days written notice; or
- Immediately if the other becomes insolvent or otherwise ceases to carry on business or commits any material breach of this Agreement that is either incapable of being remedied or is not remedied within 14 days of receipt of a notice requiring the breach to be remedied.
In the event of termination of this contract, we will endeavour to agree with you the arrangements for the completion of work in progress at that time. If we are required for legal or regulatory reasons to cease work immediately then we shall not be responsible or liable for any consequences arising from termination.
If this agreement is terminated you agree to pay us the fees for any work we have done based on time and costs up to the time we cease work even if this exceeds a fixed monthly fee agreement. You agree to pay for any expenses such as software costs incurred by us during the handover period.
15. Use and distribution of information
You will inform us if the information we compile is intended to be disclosed to any person or body and how they are expected to use it. This does not apply to the directors, shareholders, partners, trustees or equivalent office holders of your entity, and the Inland Revenue Department.
Unless stated in the Engagement Letter, any advice or opinion relating to the services is provided solely for your benefit and may not be disclosed in any way, including publication on any electronic media, to any other party and is not to be relied upon by any other party.
We will not accept any responsibility to any person, other than you, for the contents of the financial statements or unauthorised use of any advice provided for your benefit.