TERMS OF ENGAGEMENT

ACCEPTANCE OF THESE TERMS

2.1 You agree to these Terms and the applicable Services Proposal when you actively confirm acceptance in writing, including by any of the following methods:
a. e-signing, signing by hand, or otherwise electronically signing our Services Proposal or engagement letter;
b. replying by email stating that you accept the Services Proposal or engagement letter; or
c. accepting our Services via any electronic acceptance function in third-party software that we use (for example, online proposals or onboarding tools).

2.2 You must not ask us to start work unless you intend to be bound by these Terms. If you instruct us to start work before written acceptance is completed, we may treat those instructions as confirmation that you intend to accept our Terms, but you must still provide written acceptance as soon as reasonably practicable.

2.3 Your acceptance of a new or varied Services Proposal will update the scope and commercial terms for that engagement, but these Terms will continue to apply unless we expressly replace them.

OUR CONTRACT

3.1 Your written acceptance under clause 2, together with:

• these Terms; and

• the applicable Services Proposal or engagement letter,

constitutes the Contract between us and you in respect of the Services.

PROFESSIONAL STANDARDS & MEMBER OBLIGATIONS

4.1 Where our Services are provided by, or under the supervision of, a Chartered Accountant who is a member of the New Zealand Institute of Chartered Accountants (NZICA), we are required to comply with:
a. the NZICA Code of Ethics;
b. PS-3: Terms of Engagement and other applicable NZICA professional standards; and
c. our membership obligations as a member firm.
4.2 These standards and obligations require us to act in the public interest and comply with the fundamental principles of integrity, objectivity, professional competence and due care, confidentiality, and professional behaviour.

DEFINITIONS 

5. 5.1 In these Terms, unless the context requires otherwise:

• Advisor means Recharge Group Limited and any natural or incorporated person providing the Services on our behalf, including our permitted assigns, transferees, representatives, contractors and Personnel.

• Business Day means a day on which banks are ordinarily open in New Zealand and excludes a Saturday, Sunday, or public holiday, or any day falling within 24 December to 5 January (both inclusive). Any other reference to a “day” means a calendar day.

• Client means the named client(s) in the applicable Services Proposal or engagement letter.

• Confidential Information means all written, verbal or electronic information disclosed by one Party to the other, including information labelled as confidential or which by its nature reasonably ought to be treated as confidential. It includes Personal Information (as defined in the Privacy Act 2020).

• Consulting Materials means materials (including software, drawings, designs, reports, data, frameworks, templates, methodologies or processes) supplied or developed by the Advisor (or its contractors or Personnel) in connection with the Services.

• Deliverables means any output or deliverable produced as part of the Services, including Consulting Materials, compiled financial information, reports, letters, and other documents (in any format).

• Disbursements means out-of-pocket expenses reasonably incurred by the Advisor in performing the Services, including software subscriptions, filing fees, registration fees, travel costs and similar charges.

• Good Industry Practice means the standard of skill, care, and diligence that would reasonably be expected from an experienced provider in the Advisor’s industry in the same or similar circumstances.

• Intellectual Property Rights means all intellectual property rights, whether conferred by statute, at common law or in equity, including copyright, trademarks, designs, and patents.

• New Intellectual Property Rights means Intellectual Property Rights created specifically in the course of performing the Services under this Contract and not part of either Party’s Pre-existing Intellectual Property Rights.

• Parties means you and us, and Party means either one of us.

• Personnel means, in respect of a Party, that Party’s directors, officers, employees, contractors, subcontractors and agents.

• Pre-existing Intellectual Property Rights means Intellectual Property Rights developed before, or independently of, this Contract.

• Privacy Act means the Privacy Act 2020 (NZ) and any regulations or codes issued under that Act.

• Privacy Breach means an event or circumstance amounting to a privacy breach, as that term is broadly understood under the Privacy Act 2020 (including unauthorised access to, use, disclosure, alteration, loss or destruction of Personal Information, or loss of control over Personal Information).

• Tax Agent refers to the Advisor in its capacity as a tax agent with Inland Revenue, where applicable.

SCOPE OF SERVICES

6.1 The Services Proposal or engagement letter will describe the specific Services you have engaged us to perform. These may include, without limitation:

a. accounting and compilation services;
b. bookkeeping services;
c. tax compliance and tax advisory services;
d. business advisory, coaching, or consulting services; and/or
e. any other service we describe in a Services Proposal agreed between us.
6.2 Any scope stated in a Services Proposal is indicative based on information available at the time. The scope may need to change if your circumstances or requirements change.

6.3 We will confirm any scope variations in writing (for example by email or updated Services Proposal). The varied scope will be governed by these Terms and may involve adjustments to fees.
6.4 Accounting Basis
Where we are engaged to prepare or compile financial statements, these will be prepared in accordance with the Tax Administration (Financial Statements) Order 2014 or the Tax Administration (Financials Statements – Domestic Trusts) Order 2022.

TERM OF CONTRACT

7.1 Fixed-term or project Services
For one-off or project Services, this Contract continues until the earlier of:
a. completion of the Services described in the applicable Services Proposal; or
b. termination in accordance with these Terms.
7.2 Ongoing Services and Service Plans

For ongoing Services (including any Service Plan), this Contract continues while we provide, and you accept, the ongoing Services unless terminated in accordance with these Terms.
7.3 Review of Terms for Recurring Engagements

We may review and, if necessary, update these Terms and/or your Services Proposal from time to time (for example, annually or when laws or professional standards change). We will notify you of any material changes and seek your written agreement before those changes apply to your engagement.

SERVICE PLANS 

8.1 Where you engage us under an ongoing Service Plan, the following apply:
a. The Services are limited to the inclusions set out in the Service Plan description.
b. Services will be delivered at the agreed frequency (for example, monthly, quarterly, or annually).
c. You may cancel a Service Plan by giving at least 30 calendar days’ written notice prior to the next renewal or billing period, unless we agree to a shorter notice period.
d. Where your Service Plan fees are based on an annual service split into monthly instalments, and you have received the benefit of those annual services, you remain liable for the balance of annual fees if you cancel early.
e. If any Service Plan payment is overdue, we may suspend performance of Services under the Service Plan until arrears are cleared.
f. Any work outside the inclusions of your Service Plan will be treated as out-of-scope and invoiced separately at our standard rates or as otherwise agreed in writing.

ADVISOR’S OBLIGATIONS 

9.1 We will provide the Services:
a. with due care, skill and diligence; and
b. in accordance with Good Industry Practice; and
c. in accordance with our professional and ethical obligations, where applicable.
9.2 We will use reasonable efforts to perform the Services within agreed timeframes, but we are not responsible for delays caused by you or any third party.

EXCLUSIONS & LIMITATIONS OF SCOPE

10.1 Depending on the nature of the Services, the following apply:

a. Bookkeeping Services
Bookkeeping Services are limited to the collection, classification and summary of financial information you supply to us.

b. Accounting Records and Financial Information
You are responsible for the accuracy and completeness of accounting records and other information you supply, and for the reliability, accuracy and completeness of any financial information compiled on that basis. We are not responsible for maintaining your accounting records or internal controls.

c. No Audit or Review / No Assurance
Unless explicitly stated otherwise in a Services Proposal, the Services do not involve an audit or review, and we will not express any assurance on financial information or other Deliverables. Our work cannot be relied upon to detect internal control weaknesses, fraud, error, or non-compliance with laws and regulations.

d. Irregularities
We are not engaged to investigate fraud, error, or other irregularities. However, if matters of concern come to our attention, we will inform you where it is appropriate and consistent with our legal and professional obligations.

e. Coaching and Business Advisory
Any coaching or business advisory recommendations we provide are general in nature. Implementation and results remain your responsibility. We do not warrant that any particular business outcome will be achieved.

f. No Regulated Financial Advice

We are not providing regulated financial advice on personal investments, insurance, or similar products. You must obtain advice from a licensed financial adviser where required. 

CLIENT RESPONSIBILITIES 

11.1 You must:

a. provide all information, documents, records, and explanations reasonably required for us to perform the Services, in a timely and accurate manner;
b. promptly inform us of any changes in your circumstances that may affect the Services;
c. retain all underlying records and source documents as required by law (for example, for at least seven years for tax purposes);
d. review and approve all final tax returns, financial statements, and other statutory filings before submission, and satisfy yourself that they are true, correct and complete;
e. make timely decisions and provide approvals reasonably required by us to enable us to perform the Services; and
f. notify us as soon as practicable of any change in the required scope of the Services.

11.2 Where we act as your Tax Agent, you agree to sign and maintain any Inland Revenue authority-to-act forms or electronic authorities required to enable us to access your information and act on your behalf.

RELIANCE ON CLIENT INFORMATION

12.1 We will generally rely on the information and records you provide to us and will not audit or independently verify that information unless we have agreed to do so as a separate engagement.

12.2 Our Deliverables and advice will be based on the information made available to us. We are not responsible for any loss or additional tax, penalties, or interest arising from incomplete, inaccurate or late information provided by you.

FEES, INVOICES AND PAYMENT 

13.1 Fees
You agree to pay the fees set out in the applicable Services Proposal or as otherwise agreed in writing.
13.2 Advance Fees

We may require part or full payment in advance, including for project work or where we consider it appropriate to manage credit risk.
13.3 Disbursements

You must reimburse us for reasonable Disbursements incurred in performing the Services. These may be invoiced as they are incurred or included in regular invoices.
13.4 Invoice Frequency

We will invoice you at the frequency and on the basis set out in the Services Proposal or as agreed with you. This may be:
a. time-based (hourly or daily),
b. fixed monthly or other periodic Service Plan fees,
c. milestone or stage-based, or
d. percentage or lump-sum payments at specified dates.

13.5 Payment Terms
a. Each invoice will specify the due date for payment.
b. You must pay all amounts on or before the due date, in full and without set-off or deduction, except for any amounts validly disputed under clause 13.6.
c. Payment methods are as specified on the invoice (for example, bank transfer, direct debit, GoCardless or card payments).

13.6 Disputed Amounts
If you believe an invoice is incorrect, you must notify us in writing within 5 Business Days of receipt, identifying the disputed amount and reasons. You must still pay any undisputed portion by the due date. We will work with you to resolve any dispute in good faith.

13.7 Late Payment and Interest
If any undisputed amount remains unpaid after the due date, we may:
a. charge interest on the overdue amount at the higher of 5% per annum or 2% above the Reserve Bank of New Zealand’s official cash rate, calculated daily and compounded monthly; and
b. charge you for our reasonable costs of collection, including legal and debt collection agency costs and internal administration time.

13.8 Changes to Fees and Billing Arrangements
If we need to change our fee structure or billing arrangements (including where Services expand beyond the original scope), we will:
a. notify you promptly in writing; and
b. obtain your written agreement to the revised fees or arrangements before we proceed with the affected additional work.

SUSPENSION AND TERMINATION OF SERVICES

14.1 Suspension for Non-Payment
If any undisputed amount remains overdue for more than 5 Business Days after the due date, we may suspend performance of Services (including withholding Deliverables or filings) until full payment is received, after giving you written notice.

14.2 Termination for Convenience
Either Party may terminate this Contract (or any specific engagement) by giving 10 Business Days’ written notice to the other Party. Termination does not affect rights or obligations accrued up to the effective date of termination.

14.3 Termination for Breach or Insolvency
Either Party may terminate this Contract immediately by written notice if the other Party:
a. commits a material breach of this Contract that is not capable of remedy; or
b. commits a remediable breach and fails to remedy it within a reasonable period specified in a written default notice; or
c. becomes insolvent, enters into liquidation, or has a receiver or similar officer appointed over any of its assets.

14.4 Fees up to Termination
On termination, you must pay all fees and Disbursements properly incurred up to the termination date, including any agreed cancellation fees for Service Plans where you have already received the benefit of annual services.

PROFESSIONAL OBLIGATIONS, CONFIDENTIALITY & DISCLOSURE

15.1 Professional Obligations
We are required to comply with applicable professional and ethical standards, including the NZICA Code of Ethics. This may require us to take certain actions, including reporting or disclosure, in limited circumstances (for example, responding to non-compliance with laws and regulations).
15.2 Confidentiality

Each Party must treat the other Party’s Confidential Information as confidential and must not use or disclose it except:
a. as required to perform or enforce this Contract;
b. as required by law or professional standards;

c. where the information has entered the public domain other than through a breach of this Contract; or
d. with the other Party’s prior written consent.

15.3 Professional and Regulatory Exceptions
By accepting this Contract, you acknowledge and agree that we may be required, or find it appropriate, to disclose your information:
a. to NZICA, CA ANZ or their delegates for practice review, investigation or disciplinary purposes;
b. in accordance with our NOCLAR obligations under the NZICA Code of Ethics (for example, where there is serious non-compliance with laws or regulations);
c. to comply with the Anti-Money Laundering and Countering Financing of Terrorism Act 2009 (AML-CFT), including suspicious transaction reporting; and
d. to our professional advisers and insurers where reasonably necessary to protect our legitimate interests in relation to this Contract.

15.4 Disclosure Permissions – Service Providers
You expressly consent to us disclosing your information (including Confidential Information and Personal Information) to our third-party service providers where reasonably required for the performance of the Services, including:

• Xero – accounting platform and related tools;

• GoCardless – payment and direct debit processing;

• Syft Analytics – reporting and analytics;

• Hubdoc or similar tools – document capture and processing;

• Microsoft 365 – email, file storage and collaboration tools; and

• other similar service providers notified to you from time to time.

Such providers may store or process data in New Zealand or overseas jurisdictions with privacy safeguards comparable to New Zealand law, or under appropriate contractual protections.

PRIVACY

16.1 We will collect, use, store and disclose Personal Information in accordance with the Privacy Act 2020 and our privacy practices.

16.2 You authorise us and our agents to collect, use and disclose Personal Information about you and your Personnel for purposes including:
a. providing the Services and managing our relationship with you;
b. meeting our professional, legal and regulatory obligations;
c. assessing creditworthiness and managing debt recovery; and
d. sending you relevant updates or marketing communications (you may opt-out at any time).

16.3 If you provide Personal Information about any third party (including your Personnel), you confirm that you are authorised to do so and that the individual has been informed of their rights of access and correction.

16.4 If we become aware of a Privacy Breach, we will notify you as soon as reasonably practicable and cooperate with you to investigate and manage the breach, including any notifications required by law.

CONFLICTS OF INTEREST

17.1 We will take reasonable steps to identify potential conflicts of interest before and during the engagement.

17.2 If we identify a conflict of interest that may affect our ability to act objectively or in your best interests, we will:
a. inform you promptly;
b. outline any proposed safeguards; and
c. seek your written consent to continue acting, where appropriate.

17.3 If we cannot put in place adequate safeguards or if consent is not provided, we may be required to decline or cease the engagement for some or all affected parties.

OWNERSHIP OF DOCUMENTS AND USE OF DELIVERABLES

18.1 Client Records

Your original records, documents, and source data remain your property. Upon request, and subject to payment of all outstanding fees, we will return your original records to you.

18.2 Working Papers and Methodologies
Our working papers, internal notes, methodologies, templates, and tools remain our property at all times.

18.3 Deliverables and New Intellectual Property
Unless otherwise agreed in writing:
a. you are granted a non-exclusive, perpetual licence to use the Deliverables we provide for your own internal business purposes; and
b. we retain ownership of any New Intellectual Property Rights that are embedded in our methodologies, templates, frameworks, or tools.

18.4 Use and Distribution

Our Deliverables (including financial information and written advice) are prepared solely for your use and benefit in connection with the purpose stated in the Services Proposal or engagement letter. You must not provide them to, or permit them to be relied upon by, any other person without our prior written consent, except where required by law..

LIMITATION OF LIABILITY

19.1 To the maximum extent permitted by law, our total aggregate liability to you under or in connection with this Contract, whether in contract, tort (including negligence) or otherwise, is limited to NZD $1,000,000.

19.2 We are not liable for any indirect, consequential, special or economic loss, or for loss of profit, revenue, goodwill or anticipated savings.

19.3 Our liability will be reduced to the extent that any loss or damage is caused or contributed to by you or your Personnel (including by providing incomplete or inaccurate information, or by failing to act on our advice).

COMPLAINTS & DISPUTE RESOLUTION

20.1 Complaints

20.1.1 If you have any concern or complaint about our Services or fees, please contact Tess Annabell (or the engagement principal named in your engagement letter) in the first instance.

20.1.2 We will follow our internal complaints process and use best endeavours to resolve your concern promptly and fairly.

20.1.3 If we are unable to resolve your complaint to your satisfaction, and our services are provided under NZICA membership, you may have the right to lodge a complaint with the New Zealand Institute of Chartered Accountants / Chartered Accountants Australia and New Zealand under their complaints procedures.

20.2 Dispute Resolution

20.2.1 If a dispute arises in relation to this Contract (Dispute), the Party raising the Dispute must give the other Party written notice describing the issue.

20.2.2 The Parties will first attempt to resolve the Dispute by discussion and good-faith negotiation between appropriate representatives.

20.2.3 If the Dispute is not resolved within 10 Business Days of the notice, either Party may propose that the Dispute be referred to mediation.

20.2.4 If mediation is used, it will be conducted by a mediator agreed by the Parties, or if not agreed, appointed under the Resolution Institute Mediation Rules (or any successor rules).

20.2.5 Each Party will continue to perform its obligations under this Contract as far as practicable while any Dispute is being resolved, unless doing so is impossible or unlawful.

20.2.6 Nothing in this clause prevents either Party from seeking urgent injunctive or interlocutory relief from a court.

NOTICES, VARIATIONS & GENERAL

21.1 Notices

Notices under this Contract must be in writing and delivered by hand, post, courier or email to the addresses last notified by each Party. A notice is deemed received when:
a. delivered by hand or courier – on the date of delivery;
b. posted within New Zealand – on the 5th Business Day after posting;
c. posted internationally – on the 9th Business Day after posting;
d. emailed – when it enters the recipient’s information system and is not returned undelivered, provided that if receipt is after 5pm or on a non-Business Day, receipt is deemed on the next Business Day.

21.2 Variations
Any variation to this Contract (including to a Services Proposal) must be agreed in writing. This may be by a signed document or an exchange of emails between authorised representatives.

21.3 Independent Contractor
We act as an independent contractor. Nothing in this Contract creates a partnership, joint venture, employment or agency relationship between us and you.

21.4 Assignment
Neither Party may assign or transfer its rights or obligations under this Contract without the other Party’s prior written consent, which must not be unreasonably withheld or delayed. We may use subcontractors and service providers to perform the Services, but we remain responsible to you for their work.

21.5 Severability
If any provision in this Contract is found to be invalid or unenforceable, it will be modified to the minimum extent necessary to make it valid and enforceable or, if that is not possible, severed. The remaining provisions will remain in full force.

21.6 Entire Agreement
This Contract (being these Terms and the applicable Services Proposal or engagement letter) is the entire agreement between the Parties relating to the Services and supersedes all prior oral or written proposals, arrangements or understandings.

21.7 Waiver
A failure or delay by a Party to exercise any right under this Contract is not a waiver of that right. Any waiver must be in writing.

21.8 Electronic Signatures and Communications
The Parties consent to the use of electronic signatures and electronic communications for the formation, variation, and performance of this Contract, in accordance with the Contract and Commercial Law Act 2017.

21.9 Governing Law
This Contract is governed by New Zealand law. The Parties submit to the non-exclusive jurisdiction of the New Zealand courts.

END OF TERMS