1. Who may instruct us

You confirm that you, and any other person you nominate in writing from time to time (provided that 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.

2. You and your spouse/partner

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 then please let us know.

3. 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.

4. Your responsibilities

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 authorise us to approach such third 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.

5. Qualifications 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. Neither an audit nor a review will be conducted and, accordingly, no assurance will be expressed.

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 section 19 below and those amendments will not apply prior to such termination.

6 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.

7. 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.

8. Professional obligations and 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 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 an 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 workpapers including client information. In accepting this engagement you acknowledge that, if requested, our files related to this engagement, may be made available to NZICA, its practice reviewers and/or its disciplinary bodies. Employees and contractors of NZICA are also bound by confidentiality under contract and by the NZICA Code of Ethics.

9. 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 above.

10. Price 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.

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.

We will bill monthly and our invoices are due for payment 14 days of issue. 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 also suspend our services or to cease to act for you on 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.

11. Debtors Policy

Our Debtors policy is as follows:

  • i) Fees one month overdue will receive a reminder letter, followed by a phone call. Perriam & Partners Limited reserves the right, but not necessarily the obligation to charge interest at the average New Zealand prime lending rate on any overdue balance owed to us. Should this action be required we will advise in writing at the time.
  • ii) Fees two months overdue will be placed on the stop work list until all outstanding fees are paid or a suitable arrangement can be entered into.
  • iii)    If fees remain unpaid, debt recovery will commence. All costs including any debt collection costs incurred by us in recovering or attempting to recover payment of any debt owed by you to us will be added to the amount to be recovered.
  • iv) If you have fees unpaid after three months on three occasions in two years, we will cease to do further work on a permanent basis.
  • v) In the case where Perriam and Partners Limited is owed money by you or your company for services we have provided and that the money owed becomes overdue, we reserve the right to deduct fees owed by you, from any IR tax refund that we receive on your behalf.

Please note, if you operate through a limited liability company then in signing this engagement letter you acknowledge you will be personally liable for any outstanding debts of the company to Perriam & Partners Limited, should the company be unable to pay.

12. 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.

13. Client Monies

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

14. Disclosure permissions

In accepting this engagement, you provide us with your express consent to disclose your information to:

  • our service providers (see clause 24) 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 in respect to this engagement; and
  • our external peer reviewer to the extent required to review this engagement.

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 clause 8).

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

 15. Privacy

We may collect, store, use and disclose your personal information for the purposes of providing the services described in the engagement letter to you and to comply with our obligations in section 9 above and in accordance with the disclosure exceptions outlined in section 8 above. 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.

Any information you provide to us may be used for the following purposes:

  1. To assess your credit worthiness
  2. To administer and enforce your account with us.
  3. To update and enforce defaults.
  4. To maintain credit records with us, any related companies and external agencies.

In addition, you authorise us and any related company to:

  1. Obtain information about you from other sources.
  2. To retain and use information about you and your credit history and provide this information to external agencies for the purposes listed above.

Where the information can be readily retrieved you will have access to it.  You have the right to request that any incorrect information be corrected.  Subject to the Privacy Act 2020 a fee for retrieval and correction may be charged.

16. 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.

If your affairs at some time in the future are handled by you or another accountant, we will make available such information regarding your affairs that is essential to enable you or your new accountant to perform the services we previously provided including any Xero/MYOB subscription held by us.

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.

17. 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.

18. 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.

19. 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.

20. 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.

21. 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.

22. 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.

23. Outsourcing and Service Providers

We may utilise third parties’ services, including those detailed below and other third parties from time to time and as separately notified to you, to perform the services. 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.  A list of our service providers can be found on our website.

24. Timetable for completion

We will provide you with an efficient and timely service and a completion date can be discussed if required.

25. Guarantee

We undertake to complete your requirements as efficiently as possible.  If at any time you are not happy with our approach or the quality of work we guarantee to review the work undertaken for you.  A partner not directly involved in the matter will undertake this review.  The result of this review will be discussed openly and frankly with you.  The review will be at no cost to you

26. Use of Artificial Intelligence (AI) in Service Delivery

We use secure artificial intelligence (AI) tools and transcription services to convert meeting recordings or voice notes into written content, including minutes, action lists, or reports. Where AI is used:

  • Recordings and transcripts will be handled in accordance with New Zealand privacy law and CA ANZ confidentiality requirements.
  • Data will not be used to train third-party AI models, and we will take reasonable steps to ensure the provider has adequate data security and privacy safeguards.
  • The AI-generated outputs will be reviewed by a qualified staff member before being relied upon or distributed.
  • We accept no liability for transcription errors, omissions, or misinterpretations that are outside our control, although we will take reasonable care to identify and correct material issues.

27. Notices

Subject to any other period imposed by law, you will be deemed to have received any notice we give you under this Letter of Engagement three days following the posting date. We may send any notices to you at your last address shown on our records.

CONTACT DETAILS

If you have any questions about these Terms and Conditions, please contact:

Perriams
Email: [email protected]