HUNTER WITHERS

Terms & Conditions

These Terms and Conditions set out the things we're required to disclose to you, our commitments to you, the way we will 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.

OUR COMMITMENT TO YOU

  • We will prepare financial statements in accordance with standards and guidelines issued by Chartered Accountants Australia and New Zealand. Where required by legalization or requested by you, we will prepare annual accounts in accordance with a generally accepted accounting practice in New Zealand. If necessary, we will provide additional explanations to give a true and fair view. We will comply with the Financial Reporting Act 2013, or other applicable statute or reporting frameworks such as Special Purpose Financial Reporting. We will prepare other annual accounts in compliance with the applicable legislation. Periodic accounts for management are not governed by legislation and will be prepared on the basis you request.

  • We will describe what general basis of accounting we use to compile the accounts in notes to the financial statements along with any significant departures from that basis. We will outline any significant departures in our compilation report, a report provided with all annual accounts that include a balance sheet.

  • It is not a professional requirement to be independent before carrying out compilation work. However, we will outline any other relationship in our compilation report, for example where a Director of Hunter Withers is a trustee of a client trust.

  • We will not audit, review, or carry out any other checks on the accuracy or completeness of the information you provide. It is up to you to give us accurate and complete information.

  • We will not take active steps to identify weaknesses in your internal accounting system, errors, illegal acts, or other irregularities, for example, fraud or non-compliance with laws and regulations. However, should we become suspicious of omissions or irregularities, we will report it to you.

  • We will explain or redraft any element of these terms to ensure you understand them and think they are reasonable.

OUR EXPECTATION FROM YOU

  • 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.

  • You are responsible for the assertions in the financial statements and for what appears in your tax returns.

  • You must disclose all sources of income and can only claim expenses that were incurred to earn income. You must have all the supporting documents required by Inland Revenue.

  • You are responsible for paying your taxes by the due dates, and for paying any penalties and/or interest arising from late payments, errors, wrong estimates, or any other cause.

  • You are responsible for the adequacy of your insurance and ACC covers.

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

  • You authorise us to approach such third parties as may be appropriate for information that we consider necessary to deal with your affairs.

  • You will inform us if the information we compile is intended for disclosure to any person or body and how you expect them to use it. This does not apply to:

    • The directors, shareholders, partners, trustees, or equivalent office holders of your enterprises as listed in this letter, and

    • Inland Revenue.

  • You will let us know if any of these terms are unclear or seem unreasonable and we will explain or redraft to make sure you are happy.

General Terms of Engagement

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.

OWNERSHIP OF RECORDS AND RELATED MATERIALS

  • You retain ownership of all documents you provide to us so we can carry out your work. We will return them to you when the work is completed. All documents, workpapers, and drafts that we create remain our property. We store them for seven years after the appropriate balance date. After seven years we may destroy them at our discretion using a secure document destruction service.

YOU AND YOUR [SPOUSE/PARTNER] IF APPLICABLE

  • 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.

XERO AND AUDIT SHIELD

  • Xero and Audit Shield provide a small commission to Hunter Withers Limited. This commission assists with the administration of these services.

AUTHORITY TO ACT

  • We already hold signed authorities to act as tax agents for all taxpayers associated with your affairs. In signing this proposal, you also agree to authorise us to communicate with your bankers, solicitors, finance companies, government agencies, and any other relevant third party to obtain the information required to complete our work for you.

KNOW YOUR CUSTOMER

  • From 1 October 2018, all New Zealand accounting practices became subject to New Zealand's Anti-Money Laundering and Countering Financing of Terrorism Act 2009. Where we are required to conduct customer due diligence, this Act does not allow us to act, or continue to act, for our clients unless we have conducted that due diligence.

  • Accordingly, we may be required to verify your identity for the purposes of the anti-money laundering laws. We may request from you such information as we require for these purposes and make searches of appropriate databases.

  • Our work for you may be captured under the Act in conducting certain activities, including acting as a formation agent, acting as a nominee shareholder or trustee, managing client funds, or engaging in transactions for buying or selling land or a business or other legal entity/arrangement. If you request us to perform any of these captured activities, we will only perform such work after we have conducted customer due diligence required under the AML/CFT Act and satisfied ourselves that we can proceed with the work.

  • 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 a 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.

  • Failure to comply with our requirements will result in us being unable to provide or continue to provide accounting services to you. We include in our onboarding process a request for information, and a privacy statement that outlines how your information will be handled, collected, verified, and managed.

PROFESSIONAL OBLIGATIONS & 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 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 the 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 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 work papers including client information. In accepting this engagement, you acknowledge that, if requested, our files related to this engagement, may be made available to NZICA, it’s practice reviewers and/or it’s disciplinary bodies. Employees and contractors of NZICA are also bound by confidentiality under contract and by the NZICA Code of Ethics.

QUALIFICATION ON OUR SERVICES

  • 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.

  • 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 in which case you may terminate our engagement in accordance with Termination section and those amendments will not apply prior to such termination.

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.

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 Amendments Act 2019.

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.

CONFLICTS OF INTEREST

  • 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 in these terms and conditions.

PRIVACY

  • We may collect, store, use and disclose your personal information for the purpose of providing the services described in the engagement letter to you and to comply with our obligations in ‘Conflicts of Interest’ section and in accordance with the disclosure exceptions outlined in ‘Professional Obligations and Confidentiality’. 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.

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.

OUTSOURCING

  • We may utilise third party services, including Connect Outsourcing in India, Kiwi Connect in Philippines and other third parties from time to time to complete client compliance work. 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.

Service Provider Serviced Used Location of Data Storage

Connect Outsourcing (India) Compliance 3 Harris Street, Pukekohe
Kiwi Connect (Philippines) Compliance 3 Harris Street, Pukekohe
Carl Brandt Taxation Specialist Compliance Hamilton, New Zealand
Turner Legal Limited Compliance Auckland, New Zealand

FEES, DISBURSEMENTS, BILLING & PAYMENT SCHEDULE

  • 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. Typically, more complex, and high-value work will be priced at a higher hourly rate. Our charge-out rates range from $150 - $300 per hour.

  • 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.

  • We may provide a fixed fee for the provision of specific services. If it becomes apparent to us, due to unforeseen circumstances, that a fixed fee is inadequate, we may notify you of a revised figure and seek your agreement to it.

  • Invoices are payable by the 20th of the month unless otherwise agreed. Our fees set out in our engagement letter are exclusive of GST which will be added to our invoice where it is chargeable. 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 issue interim invoices for work in progress, with a final invoice on completion. We can also arrange with you to make regular payments in advance if that suits your business better.

  • If the work is carried out for a limited liability company, the persons who sign this letter acknowledge that the work is being carried out at their request and accept responsibility and liability with the client and each other for the payment of the account.

  • If payment is not received by the due date, Hunter Withers Limited is entitled to look at any or all the parties signing this letter for payment without being obligated first to seek payment from the entity/client itself.

  • If payment of any invoice is not received by the due date, we may:

    • Charge interest at 5% per calendar month on any outstanding balance after the due date. The interest will be compounded from the due date to the actual payment

    • Give the debt to our solicitor or debt collection agency for collection. In such circumstances, you consent to us providing our solicitor or debt collection agency with the information necessary to collect the debt. Recovery fees and costs will be charged to you as well as the debt owed.

    • Hold all records and related material which have been used for this engagement until all outstanding fees are settled.

    • We may also suspend our services or cease to act for you by giving written notice if payment of any fees is unduly delayed. We intend to exercise these rights only where it is fair and reasonable to do so.

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.

  • You agree we can use your logos and trademarks for the sole purpose of providing advice to you in connection with the engagement unless you tell us otherwise.

LIMITATION OF LIABILITY

  • To the maximum extent permitted by law, our maximum aggregate liability (including of all our principals, partners, directors, and members) under or in connection with this engagement letter or its subject matter is limited to $2,000,000. You agree not to bring any claim against any of our [principals] [partners] [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.

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 regarding this engagement.

    • our external peer reviewer to the extent required to review this engagement; and

    • We use and have access to selected services that facilitate and complement the accounting services we have available to provide to you. Unless you advise us to the contrary, you authorise us to disclose to the providers of those services your details solely to enable us to facilitate those services to you without obligation. You are free to opt out of this authority at any future time.

    • Occasionally, we may use your personal information, such as your address or contact details, to provide you with industry information or introduce you to additional services we offer. In this regard, we may, for example, send you written or electronic communications, electronic newsletters and/or invitations to events. If at any time you don't want to receive information like this, we'd like to invite you to contact us and we'll not send you any additional information.

  • 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 ‘Professional Obligations and Confidentiality’)

  • We may retain your information during and after our engagement to comply with our legal requirements or as a 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.

  • We may mention that you are a client for promotional purposes.

LIMITATION OF THIRD-PARTY RIGHTS

  • Our advice and information are 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.

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.

APPLICABLE LAW

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

INTERPRETATION

  • If any provision of the engagement letter or these 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.

DISPUTES AND COMPLAINTS

  • 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.