Last updated March, 2021.
All references to “Qalibre” in these terms and conditions are references to the legal entities Qalibre Limited and Qalibre Consulting Limited.
STANDARD TERMS AND CONDITIONS
1 The Engagement
1.1 The engagement, comprised of these Standard Terms and Conditions, the accompanying Letter of Engagement and any annexure, is a contract between us. It sets out the terms and conditions on which we will provide our Services to you. Where the Letter of Engagement is addressed to more than one addressee, each addressee is a party to, and is bound by, the terms of this engagement. We will treat you as having accepted these terms and conditions as per the signed letter of engagement.
2 Term
2.1 This engagement starts on the date you sign and return the Letter of Engagement to us or when we first start work on the Services for you, whichever is first. Unless it is terminated earlier, this Agreement terminates when we have completed providing the Services to you and you have paid us our fees.
3 Our Services
3.1 The services we have agreed to provide to you (Services), which comprise the scope of our work for this engagement, are described in the Letter of Engagement.
3.2 From time to time you may request additional services from us. Where we agree to provide these services to you, they will be governed by these Standard Terms and Conditions and the Letter of Engagement amended as agreed in relation to the scope of work, or by a separate Letter of Engagement.
3.3 We will use reasonable efforts to ensure that our Representatives named in the Letter of Engagement are available to provide the Services. However, if we need to, we may replace or reassign any Representative at any time upon giving reasonable notice to you.
4 Reliance on your Information
4.1 You agree to provide to us on a timely basis all information, assistance and facilities that we reasonably require to provide the Services.
4.2 You warrant that the information provided by you or on your behalf is accurate and complete and, unless otherwise agreed in writing, we will rely on that information without further verification. You agree to promptly advise us if there are any changes to any financial or personal information about yourself.
4.3 Where requested, you agree to provide us with a representation letter from you confirming the reasonableness and/or accuracy of any information that you have provided.
5 Reliance on our Advice
5.1 You may rely only on our final written report or other final product in connection with the Services which has been signed on behalf of Qalibre as final advice by the Qalibre engagement partner (the Final Advice). No reliance may be placed on any oral or electronic communications or drafts of written reports or any other communication made prior to the Final Advice.
5.2 Unless otherwise specified in the Letter of Engagement, any advice, opinion or other output relating to the Services is provided solely for your use and benefit. Except as required by law, you may not disclose all or any part of the advice, opinion or other output in any way to any other party without our prior written consent.
5.3 We do not accept or assume responsibility to anyone other than you in relation to our work.
6 Fees
6.1 Unless otherwise specified in the Letter of Engagement, the fees charged for our Services will be based on the time spent by professional staff at charge-out rates based on the level of skill, experience and responsibility to perform the work.
6.2 Payments may be made by direct debit into our bank account. Alternative payment arrangements may be discussed with us and are to be agreed in writing.
6.3 Unless we state otherwise, our fees exclude GST. You agree to pay any GST imposed on us, now or in the future, in relation to this Agreement. Any applicable GST is payable in addition to our fees.
6.4 Unless otherwise agreed in writing, we will invoice you on a monthly basis, or at agreed milestones, with a final fee on the completion of an assignment and our invoices will be due for payment within 20 days of the date of the relevant invoice. If, at your request, we readdress any invoice relating to the Services to another company or entity, you agree that you remain liable for that invoice even though it has been readdressed, and you agree to indemnify and keep indemnified Qalibre for and against any costs or expenses arising from or in connection with such action.
6.5 Without prejudice to any of our recovery rights, we reserve the right to charge you compounding interest on amounts not paid by the due date at the default rate of 1% per month (or part thereof), or any other rate notified to you on your invoice. Interest applies from the date payment by you is due to the date we receive your payment in full.
6.6 You will also be liable to pay any reasonable expenses (including legal, administrative and collection agency costs and our time at prevailing hourly rates) that we incur in relation to the recovery of any overdue payment and the enforcement of any of our other legal rights.
6.7 We are entitled to exercise a general lien over all the books, records, related documents and other such chattels that may come into our possession for the purpose of performing the Services until all our fees, costs and charges for the Services have been fully paid.
6.8 You agree to pay any undisputed portions of an invoice even if there is a dispute between us about that invoice or another invoice.
6.9 Without affecting our rights to recover payment of outstanding amounts, we reserve the right to suspend or terminate this Agreement and the Services we provide under it in the event our invoices are not paid by the due date specified in the invoice. If this Agreement is so terminated or suspended, then you will immediately pay Qalibre for all Services rendered until the date of termination or suspension.
7 Confidentiality
7.1 Except as otherwise permitted by this Agreement, neither of us may disclose to third parties the contents of this Agreement or any information provided by or on behalf of the other that ought reasonably be treated as confidential or proprietary (Confidential Information). Either of us may, however, disclose such information to the extent that it:
a) is or becomes publicly available other than through a breach of this Agreement;
b) is disclosed to either of us by a third party provided that the recipient reasonably believes the third party is legally entitled to disclose such information;
c) is developed by the receiving party independently of, or was known by the receiving party prior to, any disclosure of such information made by the disclosing party;
d) must be disclosed by law, order of any court, tribunal, authority or regulatory body, rules of any stock exchange or any professional standard; or
e) is disclosed with the written consent of the other party.
7.2 You agree that we may disclose your Confidential Information to our insurers or professional advisers in order to provide the Services to you.
7.3 You may also disclose our Confidential Information to your professional advisers as long as you first obtain undertakings from your professional advisers to keep our confidential information confidential.
7.4 Where appropriate, we may use the credentials obtained in doing work for clients in internal and external publicity material. We will always ask your permission before publicly claiming credit for work we do for you. However, unless you expressly forbid us from doing so, we may refer to work we have done for you in proposals (or other similar submissions) to prospective clients.
8 Personal Information and Privacy
8.1 It is acknowledged and agreed that, during the course of this Agreement, Qalibre will collect personal information about you, your officers, employees, consultants, agents or contractors or your clients (Personal Information), either from you or from third parties. This includes any Personal information provided to us for the purposes of compliance with the Anti-Money Laundering and Countering Financing of Terrorism Act 2009 prior to providing the Services to you.
8.2 We agree to handle all Personal Information about you in accordance with the Privacy Act 2020 (the Privacy Act).
8.3 Except as required by law, we agree to work together with you to meet any obligations we may each have under the Privacy Act including, where relevant, notifying the individual to whom the Personal Information relates of who we are and how we propose to use their information.
8.4 Where you provide us with any Personal Information relating to a third party, you confirm that you have collected this Personal Information in accordance with the Privacy Act, that you are entitled to provide this Personal Information to us and that we may use and disclose this Personal Information for the purposes of providing the Services. We agree to handle all such third party Personal Information in accordance with the Privacy Act.
8.5 We will use your Personal Information for the purposes of completing work for you at your request and, subject to the confidentiality obligations in clause 8 of these Standard Terms and Conditions (if applicable), may provide Personal Information provided by you to third party bodies charged with the oversight of the accountancy profession or in which Qalibre holds a membership in its capacity as a professional accounting body.
8.6 Under the Privacy Act you have the right to have access to Personal Information that we hold about you and to require us to change it if it is not correct. Personal Information provided by you will be held by us at our premises or at our offsite back-up and storage facilities.
9 Outsourcing of Accounting Assignments
9.1 We may utilise the services of a third-party accountant from time to time to complete the annual financial statements. To perform the 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 provider in accordance with our Privacy Policy.
10 Access to information Held by Third Parties
10.1 You authorise any person or organisation which holds information in relation to you to provide us with such information as we may require to provide the Services under this Agreement.
10.2 Qalibre is authorised to receive information held on you by any credit reporting agency, solicitor, bank or any other person, agency or organisation transacting with you.
10.3 In the event that any person or organisation which holds information in relation to you, including any credit reporting agency, solicitor, bank or any other person, agency or organisation transacting with you, does not accept the authorisation given in this Agreement, you undertake to do all things reasonably necessary to arrange for the release of the required information to us.
11 Our Work Papers
11.1 The work papers, including electronic documents and files, created by us in the course of providing our Services under this Agreement are the property of Qalibre.
11.2 Requests by third parties for access to our work papers, including those made by parties entitled by law to compel us to provide such access and by parties entitled by professional obligations to request access, will, where reasonably practical to do so, be discussed with you before access is given. We reserve the right to request a “hold harmless” letter from you and any third parties receiving our work papers.
11.3 We will store our work papers for the minimum period stipulated by any relevant legislation. At the end of that period, our work papers may be destroyed and, if so, will be destroyed in a confidential manner. Work papers may be destroyed earlier if they have been converted to electronic format.
12 Your Documents
12.1 If we are provided with custody of any documents belonging to you, including share registers or constitution documents, those documents will be retained during the course of this Agreement (unless their earlier return is requested by you in writing), at the end of which they will be returned to you, once all fees owing for the Services are paid, unless separate arrangements have been made. We are entitled to retain copies of any such documents.
13 Electronic Correspondence
13.1 Each of us agrees to the use of electronic methods to transmit and receive information, including Confidential Information, between us and you, and between us and outside entities (including specialists engaged by either us or you).
13.2 However, as you are aware, the electronic transmission of information cannot be guaranteed to be secure or error free and such information could be intercepted, corrupted, lost, destroyed, arrive late or incomplete or otherwise be adversely affected or unsafe for use.
13.3 Each of us agrees that it will be responsible for protecting its own systems in relation to electronic communication and neither of us has any liability to the other on any basis, whether in contract, tort (including, but not limited to, negligence) arising from or in connection with the electronic communication of information between us.
14 Intellectual Property
14.1 Qalibre will retain all intellectual property rights in any work, processes, ideas, concepts, technologies and business methodologies that are used in or that are developed in the course of providing the Services to you under this Agreement.
14.2 Subject to full payment of all invoices rendered by us to you under this Agreement and to your undertaking set out in clause 14.3 below, we give you a non-exclusive royalty-free copyright licence to utilise any reports, written advice or other outputs.
14.3 You undertake that you will not assert any proprietary interest beyond the non-exclusive royalty-free copyright licence granted in clause 14.2.
14.4 You acknowledge that to the extent permitted by law, we have a prior right to apply for a patent or other protection in any jurisdiction where this is possible to protect our intellectual property rights.
14.5 You agree we can use your logos and marks on our work, unless you notify us in writing otherwise.
15 Indemnity
15.1 To the fullest extent permitted by law, you indemnify and hold us and our partners, employees, affiliates and subcontractors (each an Indemnified Person) harmless from any liability, losses, damages, expenses and legal or other costs which an Indemnified Person sustains in the event that:
a) representations made to an Indemnified Person by you or your directors, your management team, employees or your agents are subsequently found to be false or misleading (including by way of omission); or
b) a third party, who is not party to this Agreement, makes a claim against an Indemnified Person, except to the extent that such amounts are finally and judicially determined to have been caused primarily by the Indemnified Person’s fraud.
15.2 The indemnity contained in this clause 15 survives termination of this Agreement.
16 Limitation of Liability
16.1 Where permitted by law, our liability in connection with the Services will be limited in accordance with this clause 16.
16.2 Our aggregate liability to you (including interest and costs) in contract or tort (including, but not limited to, negligence) under statute or otherwise in relation to the Services provided under this Agreement will be capped at $50,000 in total. This cap will not apply to amounts which are finally and judicially determined to have resulted primarily from our fraud.
16.3 In no circumstances will we be liable to you for indirect, consequential, special or punitive damages whatsoever (including loss of revenues and/or profit, or loss of opportunity).
16.4 Where there is more than one addressee, the limitation of liability referred to in clause 16.2 is to be allocated between the addressees on terms agreed by them. No addressee may dispute the enforceability or operation of clause 16.2 on the grounds that no such allocation was agreed.
16.5 Subject always to the maximum aggregate liability referred to in clause 16.2, our liability to you will be limited to the proportion (the Qalibre Proportion) of the legally payable amounts which may be justly and equitably attributed to us, after taking into account the responsibility of the addressees and any other third parties who have contributed to your loss (whether or not those other persons are able to meet any liability they may have to you). Where the extent of the Qalibre Proportion is not determined, the matter will be referred to binding arbitration by a single arbitrator appointed pursuant to the Arbitration Act 1996.
16.6 Should you wish to bring a claim against us regarding the Services, this must be commenced by you no later than two years from the date on which you became aware or ought reasonably to have become aware of the act or omission giving rise to the claim. In any event, legal proceedings regarding the Services provided to you under this Agreement must be commenced within four years of the date on which the act or omission giving rise to the claim occurred.
16.7 Any condition or warranty which might otherwise be implied or incorporated within this Agreement by reason of statute, common law or otherwise is hereby expressly excluded, to the maximum extent permissible by law. If you are acquiring, or hold yourself out as acquiring, the Services for business purposes, any guarantee which might otherwise be implied or incorporated within this Agreement pursuant to the Consumer Guarantees Act 1993 is hereby expressly excluded.
17 Unexpected Delay
17.1 We are not responsible nor are we liable to you or anyone else for any failure in providing the Services that is caused by or contributed to by an act or event (including non-performance of your obligations) that is beyond our reasonable control or not reasonably foreseeable by us at the date of this Agreement (an Unexpected Delay).
17.2 You acknowledge that this Agreement will be varied to include any changes in the scope of the Services, the fees or the timeframes for completion of the Services if any Unexpected Delay requires it. If we are required to perform additional services because of an Unexpected Delay, then the Agreement will be varied to include those additional services and any additional fees that apply.
17.3 If we are delayed and/or unable to supply any Services due to an Unexpected Delay, we may terminate or suspend this Agreement without incurring any liability for any loss or damage whatsoever suffered by you or any other person.
18 Conflicts of Interest
18.1 Qalibre has relationships with many clients. This means that after the commencement of this Agreement we may identify circumstances that could cause us to have a conflict of interest. If this happens, we will evaluate the potential conflict and, depending on the circumstances, apply the appropriate safeguards to manage it. For example, we may notify you of a relationship that causes Qalibre a conflict and ask for your consent to continue to provide you with the Services. However, you acknowledge that we may need to terminate this Agreement if we are unable to resolve or manage a conflict of interest satisfactorily.
18.2 This Agreement will not prevent or restrict Qalibre from providing services to any other person or using or sharing any knowledge, experience and skills arising from providing the Services to you subject to the obligations of confidentiality set out in this Agreement, even if those other persons’ interests are in competition with your interests.
19 Dispute Resolution
19.1 If there is any dispute arising between us concerning this Agreement, or as to any matter or in any way connected with or arising out of the provision of our Services or the rights, duties, or liabilities of any party in connection with such Services, then the dispute must be advised in writing to all other affected parties, and those parties must in good faith enter into a dispute resolution process agreed upon by them, or failing agreement, recommended by the Chartered Accountants of Australia and New Zealand. If the dispute is not resolved through discussion then the parties agree that it will be referred to binding arbitration by a single arbitrator appointed pursuant to the Arbitration Act 1996.
19.2 Nothing in this clause prevents either of us from seeking any equitable relief in relation to its rights under this Agreement.
20 Health and Safety
20.1 We are required to comply with the provisions of the Health and Safety in Employment Act 1992 (the HSE Act) by taking all practicable steps to ensure the health and safety of our people. The HSE Act places responsibility for their safety on you when they are visitors to your site. It may be appropriate for your health and safety representative to hold a safety briefing at the beginning of the assignment for those involved, regarding the hazards, provision of any appropriate equipment, awareness of accident reporting procedures and emergency procedures.
21 Employment of Qalibre Personnel
21.1 You will not, unless our prior written consent is obtained, during this Agreement and for a period of twelve months after the end of this Agreement, solicit or entice away any partner or employee of Qalibre with whom you had dealings in connection with this Agreement to work for you or any of your affiliates.
21.2 If we give our consent in accordance with clause 21.1 and the employee or partner departs Qalibre for employment with you, a fee of 25% of the greater of the partner or employee’s existing salary package with Qalibre or the salary package accepted by the relevant partner or employee (plus GST) is, at our request, payable to Qalibre as compensation.
21.3 This clause will not prevent you from running recruitment advertising campaigns nor from offering employment to any of our partners or employees who may respond to any such campaign.
22 Termination
22.1 Either of us may terminate the engagement set out in this Agreement at any time by giving the other 30 days’ written notice. The engagement may also be terminated with immediate effect by either party giving notice to the other (the Defaulting Party) if the Defaulting Party becomes insolvent or otherwise ceases to carry on business, or the Defaulting Party commits a material breach of any of the provisions of this Agreement that is not remedied within 14 days of receipt of a notice requiring the breach to be remedied.
22.2 We may terminate our engagement under this Agreement by giving notice to you in writing if you fail to meet your obligations under this Agreement, including to pay our fees within the time specified or to provide us with adequate information or instructions; or there is a change of circumstances beyond our reasonable control (such as auditor independence or regulatory related developments) that prevents us from providing the Services to you.
22.3 If our engagement under this Agreement is terminated:
a) you agree to pay us the fees for any Services we have performed and any expenses we have incurred up to the date of termination;
b) where relevant, each of us will return (in the case of Qalibre, to the extent our fees, costs and charges have been fully paid) to the other any documents or property of the other that it has, except that we may retain one copy of all information to allow us to satisfy our professional obligations and record keeping requirements; and
c) this does not affect any accrued rights of either of us or any provision of this Agreement which is intended to apply after termination.
23 Severability
23.1 If at any time any of the terms of this Agreement is or becomes illegal, invalid or legally unenforceable then that term or the relevant part of it will be ignored, but in all other respects this Agreement will have full effect.
24 Entire Agreement
24.1 This Agreement, subject to any qualifications, conditions, assumptions and reservations set out in any report or opinion furnished to you, constitutes the entire understanding and agreement between us as to the matters dealt within it. It replaces all prior agreements, statements, representations and understandings, whether verbal or written, between us relating to the matters dealt within this Agreement.
24.2 Any changes to this Agreement must be agreed by mutual agreement in writing between us.
25 Governing Law and Jurisdiction
25.1 This Agreement is governed by the laws of New Zealand and each party irrevocably submits to the exclusive jurisdiction of the courts of New Zealand.
26 Fair Trading Act
26.1 To the fullest extent permitted by law, the parties agree to contract out of the Fair Trading Act 1986, including sections 9 and 13. Each party acknowledges and agrees that, in the context of this Agreement, it is fair and reasonable for it to be bound by this clause.
27 Assignment
27.1 Neither of us may transfer, assign or novate this Agreement without the prior written consent of the other. However, Qalibre may assign this Agreement to any successors to its business or as part of any restructuring of its business.
28 No Waiver
28.1 No failure or delay by us to exercise any power, remedy or right in relation to this Agreement will prejudice, limit, effect or operate as a waiver of that power, remedy or right, nor mean that we are unable to waive any default or breach of any obligation, liability or agreement of any other party. However, no waiver of any breach of this Agreement will be effective unless the waiver is in writing and signed by us. A waiver of any breach will not be, or be deemed to be, a waiver of any other or subsequent breach.
29 General
29.1 You represent that the person signing the Letter of Engagement on your behalf is expressly authorised to execute it and to bind you and any of your affiliates or others for whom Services are performed to the terms of this Agreement.
30 Interpretation of this Agreement
30.1 In this Agreement:
a) a reference to this Agreement is to this Agreement, as amended, varied, novated or replaced from time to time;
b) a reference to dollars or $ means New Zealand dollars;
c) a reference to any law is a reference to that law as amended, consolidated, supplemented, replaced, overruled or applied to new or different facts; and
d) if there is any conflict between these Standard Terms and Conditions and the Letter of Engagement, the Letter of Engagement will take precedence.
31 Definitions and Interpretation
31.1 In this Agreement the following words have the meanings set out below:
Qalibre Service Providers means the Qalibre entity or entities entering into the Agreement as identified in this Agreement and includes, as the context requires, any of their Representatives.
Representative means any officer, employee, consultant, agent, contractor or subcontractor of either of us, who is involved in the activities to which this Agreement relates and in the case of Qalibre , includes a director.
us means the Qalibre Service Providers or both you and the Qalibre Service Providers, as the context requires.
we and our means the Qalibre Service Providers.
you and your means each addressee to the Letter of Engagement as applicable, each addressee’s representative or professional advisors.
FINANCIAL ACCOUNTING TERMS AND CONDITIONS (Qalibre Ltd only)
1 Compilation Engagements
1.1 Our engagement for the compilation of financial statements will comply with Service Engagement Standard No. 2 (SES-2) Compilation of Financial Information, as required by the New Zealand Institute of Chartered Accountants.
1.2 Where financial statements are prepared in accordance with generally accepted accounting practice (GAAP) in New Zealand or some other country jurisdiction, they will be prepared in accordance with the requirements of the applicable financial reporting framework and tier determined appropriate for the entity by management.
1.3 Reporting under GAAP requires the financial statements to provide a fair presentation of the entity’s financial information. If compliance with GAAP does not result in a fair presentation, additional disclosures will be required to achieve that result.
1.4 Where financial statements are not required to be prepared in accordance with GAAP, and the entity does not elect to adopt GAAP voluntarily, the financial statements will be prepared in accordance with the Special Purpose Framework for use by For Profit Entities (SPFR for FPEs) published by the Chartered Accountants of Australia and New Zealand (CAANZ) in order to comply with the Tax Administration (Financial Statements) Order 2014 for tax filing purposes, unless instructions to the contrary are received from management.
1.5 Where GAAP reporting and SPFR for FPEs reporting is not applicable, special purpose reports will be prepared for the entity/entities and these may not comply with GAAP as defined in New Zealand legislation.
1.6 Any known departures from the financial reporting framework/accounting basis used will be disclosed within the financial statements and referred to in our compilation report.
1.7 Our procedures will not include verification or validation procedures. No audit or review engagement will be performed and, accordingly, no assurance will be expressed.
1.8 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 any financial information we compile.
1.9 You agree to review and approve the final financial information for reasonableness and correctness, and to sign these, to the best of your knowledge and belief as being true and correct.
1.10 Our compilation 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.
1.11 If for any reason we are unable to complete the compilation of your financial information, or we consider the financial 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.
1.12 Independence is not a requirement for a compilation engagement. If we are aware that we are not independent, this fact will be stated in our compilation report.
1.13 We agree for the financial information we have compiled to be used and distributed for review by your bankers and prospective bankers, insurance brokers, Inland Revenue, and for internal purposes. If the intended audience extends beyond those listed above you will inform us immediately. We do not accept responsibility to any person, other than you, for the contents of the financial information. No person should rely on the financial information without having an audit or review engagement conducted.
1.14 We will issue a compilation report on completion of the engagement and this is currently expected to read as follows:
“Compilation report to subject client.
Scope
On the basis of information you provided we have compiled, in accordance with Service Engagement Standard No. 2 Compilation of Financial Information, the financial statements of subject client for the period ended 31 March These have been prepared in accordance with the Financial Reporting Act 2013 OR generally accepted accounting practice [as appropriate] in New Zealand as described in Note 1 to the financial statements.
OR
On the basis of information, you provided we have compiled, in accordance with Service Engagement Standard No. 2 Compilation of Financial Information, the financial statements of subject client for the period ended 31 March. As described in Note 1 to the financial statements, these financial statements are a special purpose report.
Responsibilities
You are solely responsible for the information contained in the financial statements and have determined that the Financial Reporting Act 2013 OR generally accepted accounting practice [as appropriate] used is appropriate to meet your needs and for the purpose that the financial statements were prepared.
OR
You are solely responsible for the information contained in the special purpose report and have determined that the special purpose reporting is appropriate to meet your needs and for the purpose that the financial statements were prepared.
The financial statements were prepared exclusively for your benefit. We do not accept responsibility to any other person for the contents of the financial statements.
No audit or review engagement undertaken
Our procedures use accounting expertise to undertake the compilation of the financial statements from information you provided. Our procedures do not include verification or validation procedures. No audit or review has been performed and accordingly no assurance is expressed.
Disclaimer of liability
Neither we nor any of our employees or contractors accepts any responsibility or liability for the accuracy of the information from which the financial statements have been prepared. Further, the financial statements have been prepared at the request of and for the purpose of the client only and neither we nor any of our employees accept any responsibility or liability on any ground whatever, including liability in negligence, to any other person, and any reliance on these financial statements by such a person is entirely the decision, responsibility and at the risk of that person.”
Independence
We are independent of you as a client.
1.15 If you distribute the financial statements [or other reports] to any person without attaching to them [that report] our compilation report disclaiming liability, then you will indemnify us against all claims, actions, damages, liabilities, costs and expenses (including, but not limited to, reasonable legal costs and expenses) incurred by us and arising out of or in connection with any action, claim or proceeding brought by any third party in connection with the services provided by this.
2 Authority to Act
2.1 So that we can attend to the taxation matters for which we have been engaged, you authorise us to add the taxpayers named in the Letter of Engagement to our agency listing with Inland Revenue, giving us full access to details held by Inland Revenue about those taxpayers. This gives an extension of time for filing income tax returns and a two-month extension of time for payment of any terminal tax due. Please note that any use of money interest exposure in respect of outstanding terminal tax continues to accrue during this extension. You also authorise us to request information from any organisation including your bank for the purposes of obtaining any information necessary to complete your financial statements or income tax return. You acknowledge that this includes information that would not otherwise be available to us due to Privacy Act restrictions.
3 Accident Compensation Corporation
3.1 You authorise us to act as your agent for ACC levy purposes for the taxpayers named in the Letter of Engagement. This authorisation allows us to query and change information on your ACC levy account(s) through ACC staff, and through ACC Online Services.
4 Limitations of our Role
4.1 Our procedures do not include verification or validation procedures and are not designed to disclose fraud, material misstatement, defalcations or other irregularities that may occur. As a consequence of the New Zealand taxation self-assessment system, we will not be responsible for verifying information supplied to us for the purpose of preparing income tax returns under the terms of this Agreement.
4.2 Unless otherwise agreed in writing, our address will be used by Inland Revenue for service of notices and we are responsible for checking tax assessments. We shall also endeavour to advise the amounts and due dates of tax instalments. However, the responsibility for paying the correct tax and paying on time rests with the taxpayer and not Qalibre, as tax agent. Any penalties arising from lateness, errors, wrong estimates or for any other reason are payable by you as the taxpayer.
5 Signing of Tax Returns
5.1 By law, all taxation returns require signature before they are lodged with Inland Revenue. Qalibre’s policy is that the taxpayer must sign the return before it is lodged.
5.2 You acknowledge that in the rare circumstance where you are unable to sign the return and require us to sign as your agent, you understand that:
a) It is the client’s responsibility to be satisfied as to the truth and correctness of the return;
b) You are responsible for the accuracy of the information provided to us for the purposes of preparing the return;
c) You will indemnify us for costs incurred by us as the tax agent if the return contains errors.
5.3 The above policy refers to all types of Inland Revenue returns including income tax, FBT and GST returns.