Terms of Service

Appendix 1 — Terms and Conditions

You confirm that you, and any other person you nominate in writing from time to time (provided we have acknowledged such nomination), are authorised to give us instructions and information on behalf of all persons we are acting for and to receive our advice and documents on their behalf.

If we are acting for a business, and we receive conflicting advice, information or instructions from different persons, we may refer the matter to the board of directors, partners or proprietors (as applicable) and act only as requested by them.

We will advise you and your partner on the basis that you are a family unit with shared interests. We may deal with either of you and may discuss with either of you the affairs of the other. If you wish to change these arrangements, please let us know.

The Anti-Money Laundering and Countering Financing of Terrorism Act 2009 (AML/CFT Act) imposes obligations on us when we conduct certain activities, including formation of companies, acting as a nominee shareholder or trustee, managing client funds or engaging in transactions for buying or selling a business. Under the AML/CFT Act, we are not allowed to act, or continue to act, for our clients unless we have conducted customer due diligence.

Customer due diligence requires us to collect and retain information required to verify your identity, which may include (without limitation) passports, driver’s licence, credit card details, address verification, Certificates of Incorporation or Registration, Trust Deed or Partnership Agreement, proof of authority and proof of source of funds. Costs for onboarding for AML purposes will be charged to the client.

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. You must provide true, correct and complete information and 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.

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.

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 that you wish to rely on, you must ask us to confirm the advice in writing.

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.

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.

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 or professional obligations (including potential NOCLAR reporting and NZICA practice review or disciplinary procedures).

We will inform you if we become aware of any conflict of interest in our relationship with you. Where conflicts cannot be managed appropriately, we may be unable to provide further services to some or all of the persons to whom this engagement applies.

Our fees are based on a number of considerations, including the time spent on the job, its complexity, its importance to you, the degree of skill, knowledge and responsibility involved, the result we achieve, the urgency, and the level of risk. Hourly rates are only a guide and not the only factor taken into account.

Fee guides (indicative):

• Annual IRD Agency Administration Fee — $75 per linked IRD number
• Annual Tax Assessment checks — $50
• Filing Companies Office Annual Return — $135–$200

Hourly rate guide: Bookkeeper $80–$135 · Graduate Accountants $135–$150 · Intermediate Accountants $150–$200 · Client Managers $230–$280 · Director $350 · Consultant $420.

You will be sent an invoice either on completion of the job, or periodically for longer engagements. We bill monthly and invoices are due within 7 days of invoice date. Our fees are exclusive of GST. We reserve the right to charge interest on late paid invoices at 1.5% monthly and may suspend services for undue delay in payment.

You provide express consent for us to disclose your information to our service providers or regulatory bodies, professional advisors or insurers, and external peer reviewers, to the extent required to perform or protect our engagement. We will take reasonable steps to ensure such recipients keep information confidential.

We may collect, store, use and disclose your personal information for the purposes of providing the services described in this engagement letter and in accordance with the Privacy Act 2020. Our Privacy Policy provides further details.

We own the copyright and all other intellectual property rights in everything we create in connection with this engagement. All working papers prepared by us remain our property. You agree we can use your logos and trade marks for the sole purpose of providing advice to you in connection with the engagement, unless you tell us otherwise.

To the maximum extent permitted by law, our maximum aggregate liability (including of all our directors and employees or contractors) under or in connection with this engagement letter is limited to the amount available to be payable under the Professional Indemnity Insurance held by Kingstone and Associates Limited. You agree not to bring any claim against any of our directors, employees or contractors in their personal capacity. We are not liable for indirect, special or consequential losses.

Our advice and information is for your sole use. We accept no responsibility or liability to any other person including directors, shareholders, associated companies, employees, family members or other third parties, unless we have expressly agreed otherwise.

You agree to indemnify and hold harmless Kingstone and Associates Limited against any and all losses, claims, actions, demands, expenses, damages, liabilities or any other proceedings whatsoever incurred by us in respect of any claim by a third party arising out of or in any way related to any breach by you of your obligations under this letter of engagement.

Each of us may terminate this engagement by giving not less than 21 days’ notice in writing, except where a conflict of interest has arisen, you fail to cooperate, or we have reason to believe information provided is misleading — in which case we may terminate immediately. Termination will not affect any accrued rights.

You must advise of any changes to your contact details. We may communicate with you by email or other electronic means. You acknowledge that you may only rely on electronically transmitted advice when confirmed by a letter signed by a Director. We cannot guarantee electronic communications against non-receipt, delay, misdirection or interception.

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

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.

If you have any concerns about our costs or services, please speak to the person responsible for this engagement. We have policies and procedures in place to deal appropriately with complaints and will use best endeavours to resolve any concern to the mutual satisfaction of the parties involved.

You allow us to utilise the services of third-party contractors who meet our Privacy and Confidentiality requirements, including but not limited to The Back Room Limited Partnership (Philippines), Report Right Limited (Christchurch), and First AML and AML Hub (Auckland). You consent to this disclosure for the purposes of providing services.

Further details on the extent of services provided (financial statements, registered office, company and trust minutes, statutory records, income tax, tax assessments, GST, PAYE, FBT, ACC, insurance, and advisory) are set out in Appendix 2 of our engagement letter.