1.1 Campbell Tyson Limited which includes Directors, Partners, Consultants and Employees (“CT, we and us)” sets out in this document its Terms and Conditions of business.
1.2 These Terms and Conditions together with our Engagement Letter or Authority to Act establish our agreement with the client (“client, clients and you”) with respect to all services undertaken for and provided to you (“Engagement”).
1.3 If there is any inconsistency between these Terms and Conditions and our Engagement Letter then the Engagement Letter shall take precedence.
1.4 The Terms and Conditions set out below govern all services CT provides as set out within the Engagement Letter which may be submitted in letter or email form (“Services”). They will replace all earlier CT terms of trade and any conditions contained in any document used by you and purporting to have contractual effect. Your acceptance of any Services from CT indicates your acceptance of these Terms and Conditions.
1.5 CT may from time to time amend its Terms and Conditions and Engagement Letter in respect of the future provision of Services. Notice of any such amendments may be by letter, brochure, email, or posting on our website. Your continued acceptance of any Services from CT or instruction to CT to carry out any such Services will be deemed acceptance of these amendments.
1.6 CT is a member of the Chartered Accountants Australia and New Zealand (“CAANZ”) and as such is bound by the by-laws, regulations and Code of Ethics for Chartered Accountants. More information on the Code can be found on the CAANZ website: https://www.charteredaccountantsanz.com/member-services/member-obligations/codes-and-standards.
2.1 CT will provide the Services and will use all reasonable commercial efforts to provide the Services in an efficient and timely manner, using the necessary expertise to the appropriate professional standard.
2.2 Subject to clause 4.1, any fee stated in an Engagement Letter is valid for three months from the date of the Engagement Letter.
2.3 Under current legislation, CT is legally obliged to obtain suitable identification, proof of address and a signed Authority to Act from all clients before any Services can be provided.
3.0 Conflict of Interest
3.1 It is CT policy that employees and others acting on behalf of CT must be free from conflicts of interest that could adversely influence their judgment, objectivity or loyalty to CT in conducting CT business activities and provision of Services. We do recognise that employees may take part in legitimate financial, business, charitable and other activities outside their role with CT, but any potential conflict of interest raised by such activities must be disclosed promptly to CT management.
3.2 Under the CAANZ Code of Ethics, CT is obliged to notify clients if it becomes aware of a potential conflict of interest when providing Services for clients on a mutual transaction. Independence of CT from you or another party to a mutual transaction is not a requirement for an Engagement to compile financial information or provide Services and depending on the situation, it may still be permissible for CT to continue to work for everyone involved provided all parties agree. If agreement is not unanimous then CT will be obliged to refer all such clients to independent accounting firms. Upon the issuing of a notice of conflict, unless CT receives notice to the contrary then all parties shall be deemed to have approved CT’s continued provision of the Services.
4.0 Your Obligations
4.1 You agree to pay for the Services in accordance with these Terms and Conditions or the Engagement Letter. Should an Engagement Letter not be signed, then the Services provided will be charged on a time and cost basis.
4.2 You agree to supply in a timely manner any information or documents that CT considers necessary to commence, continue or complete the Engagement. In particular but without limitation to the generality thereof, you will provide in a timely manner all information and documents required to enable CT to comply with CT’s obligations under the Anti-Money Laundering and Countering Financing of Terrorism Act 2009 (“AML/CFT Act”).
4.3 CT will be relying on the accuracy of the information and documents provided by you or others on your behalf, without independently having to verify it.
4.4 You undertake that any additional information with relevance to the Engagement pertaining to the Services must be communicated promptly to CT. This includes updating any information that may be rendered untrue, unfair or misleading.
4.5 You must give CT not less than 14 days' prior written notice of any proposed change in the client name and/or any other change in the client details (including, but not limited to, changes in the client address, facsimile number, email, trading name or business practice).
5.1 Subject to clauses 5.3, 5.4 and 5.5, the provisions of the Privacy Act 1993 and the principles governing client confidentiality apply to information which you provide to CT and will not be disclosed to any third party without your prior approval.
5.2 During the course of the Engagement you may acquire information or intellectual property that is proprietary to CT. You undertake to hold such information or intellectual property in strict confidence and not divulge the information or duplicate or release the intellectual property except as required by law or for judicial purposes and the consent of CT must be obtained first before any such release for whatever reason.
5.3 In certain circumstances some government departments (e.g. Inland Revenue Department, Department of Internal Affairs) may request access to information and work papers and CT may not legally be able to prevent such access. CT shall be entitled in its discretion to provide such information as it deems necessary to satisfy all government requirements or requisitions for information including without limitation to the generality thereof, under the AML/CFT Act.
5.4 Under the CAANZ Code of Ethics, CT has a professional duty to:
(a) disclose information and work papers for the purposes of the CAANZ quality review process or any professional or regulatory (governmental) investigation, etc.
(b) disclose to the appropriate professional or regulatory (governmental) organisation any matter CT becomes aware of that may involve actual or potential ‘non-compliance with governing laws or regulations’ (“NOCLAR”) where any such non-compliance poses a substantial harm (such as serious adverse consequences to investors, creditors, employees or the public).
5.5 Notwithstanding the foregoing, it may at times be necessary for CT to outsource certain business functions to other organisations e.g. Xero, Bean Counters. Solely for such purpose, client information may be transferred to or used by CT related entities and other organisations which provide Services to CT or other 3rd party entities for the purposes of, among other things, accounting services, data collating, debt collection and processing for benchmarking and comparative studies. While CT will take all reasonable steps to ensure client confidentiality is maintained by any such related or 3rd party entity it will accept no responsibility or liability whatsoever should any breach occur through the actions of that related or 3rd party entity so engaged.
5.6 If you feel CT has breached its obligations in relation to confidentiality you are invited to submit details of your concern to The Privacy Officer by email to firstname.lastname@example.org or by post to The Privacy Officer, PO Box 324, Pukekohe 2340.
5.7 CT prohibits staff from mentioning or associating CT on any social media platforms. Any opinions or expressions publicly posted are not endorsed by CT and no responsibility or liability whatsoever will be accepted for any action taken or reliance placed as a result of any such social media activity whether by staff or any other third parties.
5.8 With the exception of an endorsement sought or approved by CT, clients are actively discouraged from mentioning or associating CT on any social media platforms. CT will accept no responsibility or liability whatsoever, for any action taken or reliance placed as a result of any such social media activity by clients or any other third parties.
6.1 In addition to AML/CFT Act compliance, the nature of the Engagement and the basis of cost for the Services will be agreed upon between CT and the client(s) before work can be commenced or Services provided.
6.2 You acknowledge that the Engagement cannot be relied upon to disclose internal control weaknesses, errors, illegal acts or other irregularities (e.g. fraud or non-compliance with laws and regulations applicable to the client) and as such a compilation is limited primarily to the collection, classification and summary of financial information supplied by you. A compilation does not involve the verification of that information. CT will not carry out an audit or a review on the compilation material and therefore neither CT nor its employees can accept any responsibility for the accuracy of the materials from which the financial statements have been prepared or any Services provided.
6.3 CT will ensure the accounting team assigned to provide Services is clear on the scope of Engagement and the appropriate level of management associated with the Engagement.
6.4 The Engagement will be performed under our Quality Management systems which conform to the standards as published by CAANZ.
6.5 CT will comply with all by-laws, legislation, codes and standards appropriate, but CT will be under no obligation whatsoever for any liability incurred as a result of failure by you, your employees, sub-contractors or related entities to meet any by-laws, legislation, codes or standards applicable to your own trading or business interests. If, after the Engagement has commenced, there are any changes in by-laws, legislation, codes or standards with which CT must comply, then you agree to reimburse or pay to CT an amount equal to any additional costs incurred by CT relating to such compliance.
6.6 During the course of the Engagement should it become apparent that Services beyond the scope of the original agreed Engagement are necessary all such additional Services undertaken will be charged on a time and cost basis.
6.7 Should the Engagement require CT to seek advice from any external organisation due to the nature of the work CT will, after notice to and, agreement from you, seek reimbursement of that additional cost from you.
6.8 Ownership of data and other information produced by CT from information and materials you supply to us belongs to CT.
6.9 Where CT recommends or refers to you the services of another provider (e.g. Xero, MYOB, etc) and you agree to their conditions of engagement, CT accepts no responsibility or liability whatsoever for any failure to fulfil that engagement on your part or the part of that other service provider.
6.10 CT may at times receive a discount on its own subscription costs or some other form of remuneration in reimbursement of expenses incurred in relation to recommendations or referrals which benefit any other service provider (e.g. Xero, MYOB).
7.0 Variations to the Engagement
7.1 Any requested variation made by you to the Engagement or work being undertaken must be notified in writing and agreed to by CT as a matter of course. This may change the cost of the Engagement and this will be communicated to you. Should any work be requested under urgency, this will require a review of the cost and this will be communicated to you. Until agreement is received on any such changes to costs, work cannot proceed. Instruction by you to provide with the further or varied work will be deemed acceptance of the additional costs.
7.2 CT reserves the right to recover any extra cost associated with completing the Engagement because of a request by you and/or any action or inaction on your part.
7.3 If CT is to provide safe custody of any documents for you or on your behalf, i.e. company share registers, those documents will be retained during the course of the Engagement (unless you request an earlier release) at the end of which they will be released to you unless alternative arrangements have been made and agreed to by both parties.
8.1 CT actively encourages a paperless environment and as a matter of course, communicates electronically at all times possible.
8.2 Engagement of CT Services is deemed acceptance that communication will be via email unless you notify CT otherwise.
8.3 You agree to indemnify CT from any claim that may arise directly or indirectly from any unauthorised copying, recording, reading or interference with information or documents so transmitted, including any delay or delivery failure or any damage caused to your system by any files that have been transmitted.
9.0 Problem resolution
9.1 If at any time you would like to discuss how CT Services may be improved or you have any concerns, we encourage you to contact a Director of CT to allow us the opportunity to address the same.
9.2 If a dispute arises out of the Engagement which cannot be settled through negotiation, the parties agree first to try in good faith to settle the dispute by mediation before resorting to arbitration, litigation, or some other dispute resolution procedure.
9.3 In the event of a dispute, or where fees remain unpaid beyond the due date, CT reserves the right to suspend provision of the Services until such time as the dispute is resolved. Suspension of the Services will not affect your obligation to pay us for the Services rendered up to the date of suspension.
9.4 CT maintains an anti-discrimination and anti-bullying policy which extends to all parties with whom CT has contact. If you believe you have been subject to bullying, discrimination, racial harassment, sexual harassment or violence by anyone at CT you should contact any Director of CT to enable your concerns or complaint to be properly addressed.
10.0 Fees, expenses and payment terms
10.1 Unless expressly provided in the Engagement Letter or some other form of communication from CT, payment in full of all costs will be due 20 days following the date on which an invoice has been issued.
10.2 Unless otherwise agreed upon, work will be invoiced in two stages, firstly an initial progress fee invoice will be issued at the commencement of any work and secondly, a final invoice will be issued on completion of the work.
10.3 In all circumstances, CT retains ownership and possession of any work provided in relation to the Services until payment in full of all costs has been received by CT.
10.4 During the course of Engagement, should it be necessary to provide Services to related parties or members of the client then the client will guarantee payment of all costs incurred in relation to such Services provided by CT to any such related parties or members.
10.5 Should Engagement be by a Partnership, Company, Trust, Incorporated Society or any other entity type then all Partners, Directors or Trustees of such entity will personally be jointly and severally liable for payment of any costs due to CT by the client or any related party or entity of the client for which Services have been provided with the agreement of the client.
10.6 If default in payment occurs CT may charge penalty interest calculated at the rate of 1.25% per month or part thereof compounding) on any unpaid amount from the due date to the date on which payment in full is received.
10.7 If a credit or debt collection agency is required to obtain payment, any costs charged by such agency in the course of collection of outstanding monies owed to CT, including but not limited to commissions, will be added to the debt owed.
10.8 Should all alternative options available to CT for recovery of unpaid fees, costs and expenses have been exhausted and the default be unremedied then a lien will exist for the benefit of CT in relation to any documents, intellectual property and information compiled by CT as a result of the Services and Engagement. Such lien may be waived by CT at its sole discretion but will otherwise remain in effect until such time as either payment in full is received by CT or a satisfactory repayment arrangement is approved by CT.
11.0 Termination of Engagement
11.1 In the event that either party believes that the other has breached any obligations under these Terms and Condition that party shall so notify the breaching party in writing. The breaching party will have 14 working days from the receipt of such notice to remedy the alleged breach and to notify the non-breaching party in writing that such remedy has been effected. If the breach is not remedied within the 14 days, the non-breaching party shall have the right to terminate Engagement without further notice.
11.2 If you have become insolvent or Services have been suspended for whatever reason CT may forthwith terminate this Engagement.
11.3 Termination shall be without prejudice to any rights that may have accrued during the Engagement.
12.0 Limitation of Liability
12.1 If the client is a Trust, the Engagement will bind the trustees of that Trust jointly and severally in their personal capacity. CT rights against each trustee will be limited only if the trustee is an independent trustee (being a trustee who has no right to or interest in any of the assets of the Trust). However, this shall not affect the liability of any independent trustee who has personally guaranteed the Client obligations or has acted dishonestly, or in breach of trust.
12.2 CT shall be under no liability to the client for any indirect loss and/or expense (including loss of profit) suffered by the client arising out of a breach by CT of these Terms and Conditions. Any claim against CT shall be limited to the invoice value of the Engagement and as such you agree to release CT from all claims arising directly or indirectly in connection with Services to the extent of our liability in respect of such claims that would exceed this amount.
12.3 To the maximum extent permitted by law, you agree that any loss or damage suffered by you which is directly or indirectly attributable to negligence, fault or lack of care on your part or on the part of any other person (including your advisors), CT is not liable in contract or otherwise for your loss or damages.
12.4 To the maximum allowed by law you agree to indemnify and hold harmless CT against any and all losses, claims, costs, expenses, actions, demands and damages, liabilities as outlined above or any other proceedings, whatsoever incurred by CT in respect of any claim by a third party arising from or connected to any breach by you of your obligations under these Terms and Conditions and the Engagement. This indemnity for CT will also include reliance on any information provided by you or any of your representatives which is false, misleading, inaccurate or incomplete.
13.0 Entire Agreement
13.1 These Terms and Conditions and the Engagement Letter are the only communications that govern our relationship. If any further representations are important to you, you should ensure they are expressly set out within the Engagement Letter.