Terms Of Engagement

1.0 DEFINITIONS 

In these Terms: 

"Agreement" means the agreement between you and us as set out in the Letter of Engagement, Service Summary, Payment Schedule, these Terms and any additional variations 

"AML" means anti-money laundering 

"App" means a software application 

"ATAINZ" means the Accountants and Tax Agents Institute of New Zealand 

"CFT" means countering financing of terrorism 

"Fee" means the fee for the Services as detailed in the Payment Schedule 

"GST" means goods and services tax 

"ICNZB" means the Institute of Certified New Zealand Bookkeepers 

"IRD" means the Inland Revenue Department of New Zealand 

"Letter" means our Letter of Engagement 

"Services" means all Services we will supply to you as detailed in the Service Summary 

"Terms" refers to these Terms of Engagement 

"We" or "Us" means No Fuss Business Limited and its successors and assigns 

"You" means the person, firm, company or entity buying Services from Us 

2.0 DUTY OF CARE 

2.1 Our duty of care is to You, and is not to any other person or entity. 

2.2 Our advice is to You, our client, and is not designed for any third party. Before any third party may rely on our advice, we must agree to this in writing. 

2.3 Unless required by law, you may not provide our advice to any third party or submit it to a government authority without our agreement. 

 
3.0 YOUR NON-DISCLOSURE RIGHTS 

3.1 Tax advice is subject to non-disclosure rights under the Tax Administration Act 1994 and may also be subject to legal privilege. If so, the IRD cannot require you to provide to them all of the advice given. 

3.2 You should not disclose tax advice to any other party, including the Commissioner of Inland Revenue and any of his/her officers without first obtaining professional advice. 

3.3 If the IRD requests documentation, please seek advice as to what you are required to disclose. 

3.4 Disclosure to another person may void the non-disclosure right. 

 
4.0 OUR OBLIGATIONS 

4.1 We will seek to understand your requirements and provide you services confidentially and professionally. 

4.2 We will perform the Services to a reasonable standard of care and skill, and in accordance with relevant laws. 

4.3 We will take reasonable steps to ensure that while on your premises our personnel comply with any health and safety requirements and other reasonable security requirements made known to us by you. 

4.4 We are presently members of ATAINZ and ICNZB, and will abide by the Codes of Ethics of those bodies, which can be found on their websites or provided on request. Some of the key elements include: 

4.4.1 Act competently, in a timely way, and in accordance with any instructions received and arrangements made. 

4.4.2 Ensure our actions display integrity, independence and objectivity. 

4.4.3 Comply with relevant laws and regulations, and encourage our clients to do the same. 

4.4.4 Protect and promote your interests and act for You free from compromising influences or loyalties. 

4.4.5 Discuss with You your objectives and how they should best be achieved. 

4.4.6 Provide You with information about the work to be done, who will do it and the way the services will be provided. 

4.4.7 Charge You a Fee that is fair and reasonable and let you know when you will be billed. 

4.4.8 Give You clear information and advice. 

4.4.9 Protect Your privacy and ensure appropriate confidentiality. 

4.4.10 Treat You fairly, respectfully and without discrimination. 

4.4.11 Keep You informed about the work being done and advise You when it is completed. 

4.4.12 Let You know how to make a complaint, and deal with any complaint fairly and promptly. 

 
5.0 LIMITATIONS OF OBLIGATION 

5.1 You acknowledge and agree that the Services are limited to those set out in the Letter. 

5.2 We are not responsible for any failure to advise on any matter that falls outside the Services nor to provide updates to that advice after the initial advice has been given. 

5.3 The engagement cannot be relied upon to prevent or detect fraud, irregularities or error. Therefore We wish to emphasize that control over and responsibility for the prevention and detection of fraud, irregularities and error must remain with You. 

5.4 We are not auditors, and as such the engagement does not provide an audit or review, and no assurance will be expressed. 

 
6.0 CLIENT FUNDS 

6.1 We will not approve transactions in relation to your funds in any way, including by transferring funds between IRD numbers with IRD. 

6.2 We may, at your request, setup transactions by uploading batches from Xero to your internet banking. In this case: 

6.2.1 Our access to your internet banking must be limited to setting up, and not approving, batches. 

6.2.2 The final check of the transaction is the responsibility of the approver. 

 
7.0 YOUR OBLIGATIONS 

7.1 You are responsible for: 

7.1.1 Full disclosure of all relevant information; 

7.1.2 The reliability, accuracy and completeness of the particulars and information provided to us; and 

7.1.3 Your own recordkeeping relating to your affairs, including back ups of online files and databases to which You have access and retention of paperwork/files for as long as legally required (in most cases 7 years). 

7.2 You accept responsibility for the reliability, accuracy and completeness of the financial information compiled using the information you provide, including GST and income tax returns. 

7.3 You warrant that all information you provide to Us is accurate, lawful and not misleading and in turn, We warrant that as much as We can reasonably foresee, the advice We provide to you is accurate. 

7.4 We will be entitled to rely upon the accuracy of all information provided by You, or by others on Your behalf, without independently verifying it. 

7.5 We do not accept responsibility for advice provided which is partially based on incorrect information supplied from a third party or governmental agency. 

7.6 Where information provided by You is incorrect and We are required to undertake additional work as a result, We reserve the right to charge for such additional work. 

7.7 We will not remit any compensation in relation to Your failure to provide information in accordance with Your Obligations. 

 
8.0 COMPLIANCE AND DUE DILIGENCE 

8.1 We are obliged to comply with all laws applicable to Us in all jurisdictions, including but not limited to: 

8.1.1 AML & CFT laws (the Anti-Money Laundering and Countering Financing of Terrorism Act 2009); and 

8.1.2 Laws relating to income tax, goods and services tax, other taxes and client reporting and withholdings 

8.2 We may be required to undertake customer due diligence on You, persons acting on Your behalf and other relevant persons such as beneficial owners and controlling persons. We may not be able to begin acting, or continue acting for you until that is completed. 

8.3 To ensure Our compliance and Yours, We may be required to provide information about You, persons acting on Your behalf or other relevant persons to third parties(such as government agencies). There may be circumstances where We are not able to tell You or such persons if we do provide information. 

8.4 You confirm that You and/or any of the persons described previously are aware of and consent to this. 

8.5 It is important to ensure that all information provided to Us is accurate. If the information required is not provided, or considered by us to be potentially inaccurate, misleading or in contravention of any law, we may terminate or refuse to enter into an engagement. 

8.6 During the course of our engagement, if We identify or suspect that non-compliance with laws or regulations has occurred or may occur, which may have a direct effect on material amounts or disclosures in the financial statements, or compliance, and may be fundamental to Your ability to continue Your business, or to avoid material penalty, we may: 

8.6.1 Discuss the matter with You; 

8.6.2 Communicate the non-compliance or suspected non-compliance with Your auditor, unless prohibited by law or regulation; 

8.6.3 Disclose the matter to an appropriate authority even when there is no legal or regulatory requirement to do so; and/or 

8.6.4 Withdraw from the engagement and the professional relationship where permitted by law or regulation. 

8.7 Where appropriate, We will inform You of Our intention to disclose the matter to an appropriate authority before disclosing the matter. However, if We have reason to believe that the actual or intended conduct would constitute an imminent breach of a law or regulation that would cause substantial harm to the general public, We may immediately disclose the matter to an appropriate authority in order to prevent or mitigate the consequences of such imminent breach of law or regulation. 

 
9.0 HEALTH AND SAFETY 

9.1 Where we perform the Services on Your premises, it is Your responsibility to ensure that all safety measures have been taken so as to comply with all applicable health and safety laws. 

9.2 Prior to Our employees attending Your premises to perform the Services You will: 

9.2.1 Inform Us of all applicable health and safety rules and regulations that may apply at the site; 

9.2.2 Notify Us promptly of any risk, safety issues or incidents that may arise or may have arisen at the site that are relevant to Our provision of the Services 

9.3 If We are concerned about the presence of any hazards or risks at the site we may, in Our absolute discretion, delay the performance of some or all of the Services. 

 
10.0 FEES AND BILLING 

10.1 GST is payable by You on our fees, charges and disbursements. You will pay the Fee together with the amount of GST or any other tax which may be payable in respect of the supply of the Services or otherwise under this Agreement. 

10.2 Any quotation We have made for the supply of Services constitutes an invitation to treat and not a binding offer. All quotations lapse after 14 days but We reserve the right to change or withdraw any quotation without notice at any time. 

10.3 Any increase in the price of subscriptions or products (eg: Xero, other apps) We have included in the Services will be passed on to you with 30 days notice. 

10.4 Our invoices may include disbursements paid by Us, such as photocopying charges, telephone charges, travel fares and expenses, parking expenses, search and/or registration fees, courier fees, or fees for other professionals. These may be in addition to the fixed price. 

 
11.0 PAYMENT 

11.1 You will pay the Fee in accordance with Our Letter or as stated on Our invoice. 

11.2 Our payment terms are: 

11.2.1 All items except On Acceptance items are payable 7 days from date of invoice, or on the invoice due date, whichever is later 

11.2.2 On Acceptance items are payable immediately upon acceptance of the proposal. 

11.3 Notwithstanding such credit period, full payment for all unpaid services will become due immediately upon: 

11.3.1 You or any guarantor becoming insolvent or bankrupt; or 

11.3.2 The commencement of any act or proceeding in which Your or any guarantor's insolvency is involved; or 

11.3.3 You or any guarantor resolving to wind up or being ordered to be wound up or having a receiver, liquidator or official manager appointed in respect of all or any of Your assets; or 

11.3.4 You or any guarantor ceasing to trade. 

11.4 Where the Letter details a monthly Fee for a Service, unless otherwise specified, the Service has not been completely paid for until 12 months have been paid for. 

11.5 All payments by You will be full, free and clear of any deduction, withholding, set-off, counter-claim or other claim. 

11.6 Upon termination, You agree to pay Us immediately for any work performed up to Your notice of cancellation that has not yet been paid, as well as fees likely to be incurred up to the date of termination. 

11.6.1 Any deposit or prepayment paid may be refunded at Our sole discretion. 

11.6.2 No refund will be made where cancellation occurs within 24 hours of the time set for performance of the Services. 

 
12.0 DIFFICULTY PAYING 

12.1 If You are experiencing financial difficulty and may not be able to pay your invoice on time, You should contact Us as soon as possible to discuss alternative arrangements. We try to be as flexible and understanding as possible. 

 
13.0 FEE DISPUTES 

13.1 We keep Our charges reasonable on the expectation We will be paid promptly. 

13.2 If You wish to dispute an invoice, please do so immediately. Fee disputes should be in writing to Us within 5 working days of the invoice date, and outline the grounds for the dispute and Your desired outcome. 

13.3 It is expected that You pay any amount not in dispute by the due date, leaving only the disputed amount to be resolved. 

 
14.0 THIRD PARTY PAYMENT OF OUR FEES 

14.1 There may be instances where We are undertaking work for You but You have an arrangement where the payment is being made by a third party. In these instances, the invoice will be sent to the third party. 

14.2 In the event that payment is not made, or payment is delayed, then You will be responsible for making payment to Us and You would need to recover payment from that third party. 

 
15.0 PENALTY FOR LATE PAYMENT 

15.1 Where invoices are not paid on time, we reserve the right to stop work or to withdraw from this engagement entirely. 

15.2 Failure by You to make payment in full by the due date of any amount payable pursuant to this Agreement constitutes default and, without prejudice to any other rights or remedies available to Us, a late payment fee of $250 may be applied, and interest at the rate of 25% will be calculated daily from the due date.  These are both payable on demand. 

15.3 We reserve the right to recover any unpaid amounts and You will indemnify us against all loss, costs and expenses, including legal costs on a solicitor/client basis, which We may suffer as a result of any failure by You to make due and punctual payment. 

16.0 PERMISSION TO SHARE INFORMATION 

16.1 By accepting this proposal You authorize Practice name staff and other persons contracted to Practice name to access Your information as required to complete the Services. 

16.2 Using apps often requires Us to give the app access to Your Xero file. By accepting this proposal, You give us permission to do this. 

16.3 The apps we use change from time to time, You acknowledge that this is the case and by accepting these Terms agree for Us to provide Your information to any app we select that meets Our strict privacy and data security requirements. 

16.4 We may from time to time engage third party specialist professionals and other public practitioners, where warranted, to obtain the advice You need or to assist us to provide Our Service to You. These may include cloud service providers and outsourced service providers. We will seek your consent if third party involvement is likely to exceed the fixed price (if applicable). 

16.5 We may furnish to any third party financial information as We see fit that is requested in furtherance of Your business activities. 

16.6 You authorize any person or company to provide Us with such information as may be required to complete the Services. 

16.7 You authorise Us to furnish to any third party financial information of Yours as We see fit that is requested in furtherance of Your business activities. 

16.8 We may utilise the services of third parties, including tax pooling intermediaries, from time to time and as separately notified to You to manage Your tax affairs. 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 these services providers in accordance with our Privacy Policy 

 
17.0 OWNERSHIP OF MATERIALS 

17.1 You own all original materials given to Us. 

17.2 We own all materials produced by Us that resulted from Our skill and attention to the extent that the materials produced by Us incorporate any original materials You give to Us.  This includes our working papers. 

17.3 We may exercise a lien of Your documents in Our possession in the event of a dispute, which will be handled in accordance with Our dispute resolution process. 

17.4 Subject to the payment of all outstanding professional fees and disbursements owing to Us, We may provide You with materials produced by Us for You in the event You engage the services of another practitioner and the materials are required by Your new practitioner. 

17.5 We may charge you a fee to print/copy the files to make them available for uplift by You/Your new practitioner, and/or to courier them to the same. 

 
18.0 RECORD RETENTION 

18.1 During the course of Our work with You, We may use one or more third party apps (including internet-based app providers) to provide portions of Our services to You. This may include online storage of your accounts payable or other business documents. 

18.2 By signing this agreement You confirm that You understand the services being provided and also agree that No Fuss Business is not liable for record retention or any other aspect of the services provided by these third parties, even if We absorb the cost (in part or in full) of a third party service as a benefit to You. 

18.3 You at all times assume responsibility for a decision to maintain hard copies of your original documents or to limit your document retention to the digital copies stored by the web application. 

18.4 It is Our policy to keep files and documents related to this engagement for seven (7) years for discontinued clients and indefinitely for ongoing clients. 

18.5 We will provide You on request with copies of reports prepared that should be a part of your books and records.  You acknowledge that our records pertaining to this engagement are not a substitute for Your original records, and physical deterioration or catastrophic events may shorten the term during which Our records will be available.  There may be a cost associated with providing you copies of your reports. 

18.6 If You are unsure as to how to best maintain your records, please let Us know and We can review this with You. 

18.7 In the unlikely event that We do obtain any hard copy documents from you, all original paper documents provided by You will be returned to You promptly when Our work is complete. We do not keep copies of these documents as a policy. It is Your responsibility to safeguard Your documents in case of future need. We may occasionally keep some copies we deem necessary to Our work. 

18.8 If Our engagement with You ends for any reason, We may provide You with the option to continue any third party subscription- based services at Your expense (in some cases we may have absorbed the cost of these services during our work with you). 

18.9 If the foregoing is applicable and We do offer continuation of the applicable services, You agree to complete the transfer of services to Your name and assume responsibility for payment within 10 days of the end of Our work with You. Our "end date" will be defined as the 11th business day following the date shown on the email or letter of termination/resignation transmitted by either party. 

18.10 You understand that if You do not assume responsibility for these services that they may be cancelled. Additional fees may apply if You elect to restore those services (if that option is available from the service provider) or request copies (digital or hard copy) of records from the third party provider. 

 
19.0 INTELLECTUAL PROPERTY 

19.1 You acknowledge that the proprietary information, documents, materials, management techniques and other intellectual property We use are a material source of the services We perform and that these were developed prior to our association with You. 

19.2 Any new forms, software, documents or intellectual property We develop in this engagement for Your use shall belong to Us, and You shall have the limited right to use them solely within your business. 

19.3 All report templates, manuals, forms, checklists, questionnaires, letters, agreements (including this one) and other documents which We make available to You are confidential and proprietary to Us. 

19.4 Any and all new documents created as a result of this engagement will automatically become Our property. Neither You, nor any of Your agents, will copy, electronically store, reproduce or make available to anyone other than Your personnel any such documents. 

19.5 This will apply to all materials whether in digital or "hard copy" format. 

20.0 CONFIDENTIALITY 

20.1 Each party must keep confidential, during the term and after termination of this Agreement, the existence and terms of this Agreement and all information of a confidential or sensitive nature supplied by the other party to this Agreement, except to the extent that: 

20.1.1 Disclosure is required by law; or 

20.1.2 Such information is or becomes available in the public domain without breach by a party of its confidentiality obligations under this Agreement. 

20.2 A party may disclose such information to its legal and other advisers, bankers and other persons who are subject to an obligation of confidentiality. 

20.3 As a member of ATAINZ, Our work and files are subject to the review rules of ATAINZ, under which compliance with professional standards by members is monitored. These procedures and rules require Us to disclose to ATAINZ, its reviewers and its disciplinary bodies Our files, including client information. 

20.4 By allowing Us to undertake any engagement (whether or not an engagement letter is signed by You), You acknowledge that if a request is received, Our files relating to any engagements will be made available to ATAINZ, its reviewers and its disciplinary bodies. These parties are obliged to keep all information confidential. 

20.5 You assume all responsibility relating to adherence to privacy and disclosure requirements relating to the use and sharing of information in Your industry. If Your business or industry requires greater privacy or security protections than those provided in these Terms, it is Your responsibility to ensure that Your disclosure of information to Us is in compliance with such requirements, and You agree to indemnify Us and hold Us harmless in connection with any claims arising from Your failure to do so. 

 
21.0 INDEMNIFICATION 

21.1 You agree to indemnify Us for any monetary losses, including legal fees, caused in whole or part by Your negligence, dishonest intentional act, or failure to meet or fulfil the obligations outlined in the Terms. 

21.2 We will not be liable, whether in contract, tort (including negligence) or otherwise, for: 

21.2.1 Any loss of profit or revenue, exemplary damages or any indirect or consequential loss or damage howsoever described or claimed. 

21.2.2 Any loss or damage to the extent it is attributable to your conductor a failure by you to take reasonable care of your own interests. 

21.3 Where You hold yourself out as acquiring the Services for business purposes, You acknowledge that the provisions of the Consumer Guarantees Act 1993 will not apply and are expressly excluded. 

22.0 CONFLICTS OF INTEREST 

22.1 If there is a possible conflict of interest, then this will be disclosed prior to work commencing. 

22.2 If a conflict of interest arises or has the possibility of arising during the engagement, this will be discussed with You. 

22.3 No Fuss Business is experienced in operating with a number of clients and has procedures in place to ensure that confidential information belonging to one client is not shared with another client. We have procedures in place to deal with issues that arise if the interests of two or more clients conflict. 

22.4 Our acting for You does not restrict Us in acting for other clients on separate matters by reason only that their engagement with No Fuss Business may be different to Yours. 

23.0 INDEPENDENCE 

23.1 Independence is not a requirement for a compilation engagement unless specifically required by the appointing party (You). 

23.2 Where We are not independent of You, this fact will be disclosed in the Engagement Letter and in the Compilation Report. 

 
24.0 PERSONAL TAX IMPLICATIONS 

24.1 Some of the matters on which we advise (eg: employee share schemes) may have personal tax implications for directors and employees. 

24.2 Unless advising on such personal tax implications is expressly included in the Services, We will not bear any liability to You or any relevant directors or employees in respect of those personal tax implications. 

24.3 You indemnify us against any claim by any such directors or employees in this respect. 

 
25.0 ELECTRONIC COMMUNICATIONS 

25.1 Our preference is to supply all material and advice in electronic format. 

25.1.1 As emails can be intercepted and read, disclosed, or otherwise used or communicated by an unintended third party, or may not be delivered to each of the parties to whom they are directed and only to such parties, We cannot guarantee or warrant that emails from Us will be properly delivered and read only be the addressee/s. 

25.1.2 In addition, although We take all normal and reasonable security precautions, We cannot warrant that these communications will be complete, secure and free from viruses or other defects or will not be delayed or fail to be received. 

25.1.3 Therefore, We specifically disclaim and waive any liability or responsibility whatsoever for interception or unintentional disclosure of emails transmitted by Us in connection with the performance of this engagement. 

25.1.4 In that regard, You agree that We shall have no liability for any loss or damage to any person or entity resulting from the use of email transmissions, including any consequential, incidental, direct, indirect or special damages, such as loss of revenues or anticipated profits, or disclosure or communication of confidential or proprietary information. 

25.1.5 If You do not consent to the use of electronic communication in the course of providing the Services, You should notify Us by emailing carolyn@nofussbusiness.nz. 

25.2 You consent to receive commercial electronic messages from Us.  

25.2.1 If you wish to opt out of receiving these messages, you can do so by emailing marketing@nofussbusiness.nz. 

25.2.2 We will remove you from the opted-in list within 1 working day of receiving such a request. 

 
26.0 PRIVACY 

26.1 No Fuss Business has a Privacy Policy which can be accessed from Our website, or by emailingprivacy@nofussbusiness.nz. 

26.2 We take all practical steps to reasonably protect Your information, including password protected and encrypted computer hardware and soft data; password protected mobile phones and industry-leading cyber security via Practice Protect. 

26.3 Personal information will only be collected to enable Us to complete the Services. If You are an individual, under the Privacy Act 2020 You have the right of access to and correction of Your personal information held by Us. 

26.4 We are committed to safekeeping of Your confidential information and We maintain physical, electronic and procedural safeguards to protect it. 

 
27.0 TERMINATION 

27.1 We may terminate the Agreement by giving You the agreed period of written notice. We will not be liable for any loss or damage arising from such termination, including but not limited to tax obligations, and IRD and Companies Office filing requirements. 

27.2 You may terminate the Agreement by giving Us the agreed period of written notice. You will be liable for any costs we incur up to the date of termination, including any costs associated with termination. 

 
28.0 COMPLAINTS 

28.1 The parties undertake to use all reasonable efforts in good faith to resolve any dispute which arises between them. 

28.2 If the parties fail to resolve the dispute, the parties will try to settle their dispute by mediation before resorting to litigation. 

28.3 Either party may initiate mediation by giving written notice to the other party. 

28.4 The mediator should be agreed by the parties, but if the parties cannot agree on one within five working days after the mediation has been initiated, Fair Way Resolution (https://www.fairwayresolution.com/) will be used. 

28.5 Before the mediation commences, the parties and mediator must sign a mediation agreement in an agreed form. 

29.0 EVENTS OUTSIDE OUR CONTROL 

29.1 If any cause beyond Our reasonable control, including but not limited to: order of a government or other authority, strike, lockout, labour dispute, delays in transit, difficulty in procuring components or equipment, embargo, accident, emergency, act of God, interferes with Our performance of any of Our obligations under this Agreement, then we may at our sole discretion suspend Our performance of any such obligation or cancel any Agreement and we will not be liable to you in any respect. 

 
30.0 WAIVER 

30.1 This Agreement remains in force notwithstanding any neglect, forbearance or delay in enforcement. 

30.2 We will not be deemed to have waived any condition unless such waiver will be in writing and such waiver will only apply to the particular transaction to which it refers. 

 
31.0 SEVERABILITY 

31.1 If any clause or provision of these Terms will be held illegal or unenforceable by any judgment of any Court or Tribunal having competent jurisdiction, such clause will not apply to this Agreement. 

31.2 The remaining provisions of this Agreement will remain in full force and effect as if the clause or provision held to be illegal or unenforceable had not been included. 

 
32.0 ENTIRE AGREEMENT 

32.1 This Agreement represents the entire agreement between You and Us in relation to the Services. 

32.2 It replaces all prior agreements, understandings, inducements and conditions, express or implied, oral or written, of any nature whatsoever with respect to the Services.