Terms and Conditions of Trade

These Terms and Conditions are to be read together with the applicable Letter of Engagement.

 

1. 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 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.

2. Your Responsibilities

You must provide us with all information necessary for dealing with your affairs, including information that 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. You authorise us to approach such parties as may be appropriate for information that we consider necessary to deal with your affairs. You must keep us informed on a timely basis of changes in your circumstances that may affect our services.

3. Reliance on Advice

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.

4. Investment and Financial Advisory Advice

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.

5. Business Services

Tax Compliance Services

Where engaged to do so, we will prepare and lodge income tax returns, GST returns, FBT returns, PAYE and other taxation returns on your behalf. Our role is to provide taxation compliance services and advice based on the information you provide.

You remain responsible for ensuring that all information supplied to us is complete, accurate and provided on a timely basis. We recommend that you carefully review all returns before they are lodged with Inland Revenue.

Where you authorise us to use our office as your Inland Revenue mailing address, we will monitor correspondence received, advise you of payment obligations and provide recommendations where appropriate.

Goods and Services Tax (GST)

We will prepare GST returns on your behalf when requested to do so. We will provide a reminder that your GST return is due for filing. It will be your responsibility to ensure that we are provided with tax invoices and all other information required to enable the return to be filed with Inland Revenue within the prescribed time.

Annual Imputation Return

We will prepare and file the annual imputation return in conjunction with the company’s income tax return, if applicable.

Penalty Tax Regime

The tax legislation imposes penalties and interest charges for tax short-paid as a result of incorrect returns and late payments of tax. This legislation applies to all forms of tax, including income tax, GST, FBT and PAYE. Generally, the rules require a taxpayer to have taken reasonable care or to have an acceptable interpretation if penalties are not to apply. By using Diprose Miller Limited to prepare your returns, it could be said that you have taken a firm step towards that level of care, but it must be emphasised that your obligations will not be fully discharged unless you provide all relevant information to us. We will provide guidance and assistance, so please do not hesitate to discuss any concerns you may have on this matter.

Business Advisory Services

In addition to compliance services, we may provide business advisory services, including budgeting, cashflow forecasting, management reporting, business planning, financing assistance, succession planning, taxation planning and other strategic advice.

Unless specifically stated otherwise, advice is based on the information available to us at the time and should not be relied upon indefinitely without review, as circumstances or legislation may change.

Registered Office

If required, our office may be the registered office of the company and we understand that we are responsible for holding and maintaining the statutory records, including the Register of Directors, Register of Directors’ Shareholding, Register of Directors’ Interests, Minute Book and all other statutory records.

Company Minutes / Directors’ Annual Report

We will prepare annual company resolutions for shareholders and directors, together with the annual report, as required by the Companies Act 1993. It is the responsibility of the directors to ensure that information is provided to us on a timely basis so that we may assist them in achieving compliance with this requirement.

Filing of Returns with Registrar of Companies

We understand that our office is responsible for preparing and lodging the annual return as required. On advice from you, we will also update the Companies Office records for any changes to company details.

Trust Minutes and Records

We will be responsible for preparing the minutes of the trustees’ annual meeting. We will maintain the trust records, including details of trustees, beneficiaries and deeds completed, and liaise with your solicitor as required.

Professional Trustee Services

From time to time, Diprose Miller Limited, or one of its directors or employees, may agree to act as a professional trustee of a trust. Where we accept such an appointment, our role as professional trustee is a separate legal engagement from our role as your Chartered Accountant and Business Adviser.

Our appointment as trustee will be governed by a separate Trustee Services Agreement, together with the relevant trust deed, the Trusts Act 2019 and any other applicable legislation. That agreement sets out the scope of our trustee services, the respective rights and responsibilities of the parties, our remuneration and any other terms applying to that appointment.

The Letter of Engagement and these Terms and Conditions apply only to the accounting, taxation, business advisory and related professional services that we provide to the trust or its trustees. They do not govern, amend or limit our duties, powers or obligations as a trustee.

Where we act in both capacities, each engagement is independent and subject to its own terms and conditions. Fees for trustee services and professional accounting services may be invoiced separately in accordance with the applicable agreement.

Insurance

We confirm our understanding that the adequacy and extent of your insurance cover are regularly reviewed by brokers or insurance companies and discussed with you by them, and that we are not responsible or liable for this function.

Department of Statistics Returns

We will prepare Department of Statistics returns as required.

6. Fees and 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. We will submit invoices to you in respect of the fees at regular intervals, usually monthly. You may request an estimate of the professional fees and costs of any particular engagement. We are pleased to provide such estimates on the basis that any estimate or quotation supplied will not be regarded as a fixed quote unless stated to be and may be subject to any exclusions or exceptions noted or outlined. Our fees become payable 30 days following the date of the invoice. If there are any issues concerning the amount of our fee, these must be communicated to us in writing within 30 days of the date of the invoice; otherwise, it is agreed that the amount is due and payable. Disbursements are payments made by us on your behalf. These costs are passed on to you as part of our normal monthly billing.

Credit Terms

If the work is carried out for a limited liability company or other incorporated body, it is acknowledged that the work is being carried out at the request of those persons who sign below, and those persons accept responsibility jointly and severally with the client and each other for payment of the account. If payment of the account is not received by the due date, Diprose Miller Limited shall be entitled to look to any or all of the undersigned for payment without being obliged first to seek or enforce payment from the client itself. If payment of any account is not received by the due date:

• We may decline to continue further work until the account is paid or arrangements are made for payment.
• In accordance with normal commercial practice, we may charge a late payment penalty on any balance outstanding after the due date at the rate of 1.5% per calendar month, or part thereof, compounded from the due date to the date of actual payment.
• We reserve the right to place any outstanding accounts in the hands of our solicitors or a debt collection agency for collection by legal action if necessary. In those circumstances, the client and each of the undersigned consent to Diprose Miller Limited providing its solicitors or the collection agency with such details relating to the client and the undersigned as may be necessary to collect such outstanding accounts. If the account is placed with our solicitors or a debt collection agency, all fees and/or Court costs incurred in recovery action will be added to the amount owing and will be recoverable from the client and/or the undersigned.

It is agreed that nothing in the above affects the right of Diprose Miller Limited to claim a particular lien over the books, records and other documents of the client.

Personal Guarantee

Where Diprose Miller Limited requires a Personal Guarantee and Indemnity to be executed, that guarantee shall form part of the contractual arrangements between the client and Diprose Miller Limited and shall be read in conjunction with the Letter of Engagement and these Terms and Conditions.

The Personal Guarantee and Indemnity is provided as additional security for the payment of all amounts owing to Diprose Miller Limited. It does not replace, limit or otherwise affect any rights or remedies available to Diprose Miller Limited under the Letter of Engagement, these Terms and Conditions or at law.

The execution of a Personal Guarantee and Indemnity does not affect the liability of any person who has otherwise accepted responsibility for payment under these Terms and Conditions. Where both these Terms and Conditions and a Personal Guarantee and Indemnity apply, Diprose Miller Limited may rely on either or both and may exercise its rights under them in any order it considers appropriate.

Nothing in the Personal Guarantee and Indemnity shall prejudice or limit Diprose Miller Limited’s right to recover any outstanding fees, disbursements, interest, costs or other amounts owing from the client or any other person liable for payment.

Commissions

As part of our services to you, or upon request for recommendations, we may recommend products or services for which we receive a commission. This includes, but is not limited to, the following:

Xero Subscription Margin

Where we hold a Xero subscription for your accounting file, we will charge you the current retail price for that subscription as displayed on the Xero website (https://www.xero.com/nz/pricing-plans/). As a Xero Partner, we receive a discount on these prices from Xero and retain this margin.

Audit Insurance Margin

Where you have elected to accept the offer relating to Audit Insurance from Accountancy Insurance New Zealand Limited Partnership, the fee is set by Accountancy Insurance New Zealand Limited Partnership. Diprose Miller Limited receives a margin from this fee.

7. Client Money

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 that 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 Act. We may not be able to process a transaction if the required information is not provided.

8. 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 of this engagement;
• our professional advisers or insurers, to the extent required to protect our interests in respect of this engagement;
• our external peer reviewer, to the extent required to review this engagement; and
• Boma, Audit Assurance.

We will take reasonable steps to ensure any such recipient, other than a regulatory body, keeps such information confidential on the same basis that we maintain in respect of your information (see clause 9). We may retain your information during and after our engagement to comply with our legal requirements, as part of our regular IT backup and archiving practices, or for professional reasons, including performing the work under this engagement or complying 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.

9. Privacy

We may collect, store, use and disclose your personal information for the purposes of providing the services described in the Engagement Letter, complying with our obligations under these Terms and Conditions, and in accordance with the disclosure permissions set out in clause 8. 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.

Our Privacy Policy is available on our website at www.diprosemiller.co.nz.

10. Use of Artificial Intelligence

Diprose Miller may use approved artificial intelligence tools to assist with drafting, summarising, research, analysis and administration. All client-facing outputs remain subject to human review and professional judgement. AI tools do not replace our responsibility to provide advice that is appropriate to your circumstances.

11. 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 and our professional and legal obligations. You agree that 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.

12. Limitation of Liability

To the maximum extent permitted by law, our maximum aggregate liability (including that of all our principals, partners, directors and members) under or in connection with the Engagement Letter or its subject matter is limited to our Professional Indemnity Cover. You agree not to bring any claim against any of our principals, partners, directors 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, circumstances outside our reasonable control, or your breach of these terms.

13. Limitation of Third-Party Rights

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.

14. 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. Termination will not affect any accrued rights.

15. Communication

You must advise us 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 by email or 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.