GILLIGAN ROWE & ASSOCIATES LTD
STANDARD ENGAGEMENT TERMS
FOR THE PROVISION OF SERVICES

PREAMBLE

A. In consideration for GRA agreeing to work for the Client (or continue to work for as the case may be), the client agrees that any engagement for the provision of services by GRA to the client (or any related entity to the client) are upon the terms set out in this agreement.

B. Unless a written quote or fee estimate is provided by GRA, all services are provided on a time and attendance basis. Services include written and oral advice.

1. DEFINITIONS

1.1 “GRA”, “we”, “us” and “our” shall mean Gilligan Rowe & Associates Limited, any subsidiary or related entity, as the case may be or any agents, employees, or any subsequent entity renamed from any of the above.

1.2 “You” shall mean the Client, any person acting on behalf of and with the authority of the Client, or any person purchasing services from us with ostensible authority from you.

1.3 “Services” shall mean all professional services provided by us to you on your instructions, including the provision of all incidental goods, professional accounting services, company formations, preparation of trust deeds and formation and administration of trusts, professional advice, taxation consultancy, professional Trustee services through related entities including associated Trustee Companies or software installation and support as the case may be or any fee, charge or disbursement cost associated with the supply of services by us to you.

2. RESPONSIBILITIES OF GRA

2.1 We will provide the agreed services in accordance with your instructions with reasonable skill, care and diligence in accordance with recognised professional standards.

2.2 The obligation on us to perform the services is subject to:

(a) You complying with your responsibilities in terms of clause 12 herein;

(b) Any third party performing their respective obligations within a reasonable time (provided that if we are experiencing delays with a third party, we will contact you).

3. ACCEPTANCE

3.1 Any instructions received by us from you for the supply of services shall constitute acceptance of the terms and conditions contained herein by you and all entities related to you.

4. USE OF INFORMATION

4.1 As a result of providing services to you we will collect personal information. You authorise us to collect, retain and use this information to provide services and develop our relationship with you.

4.2 You authorise us to disclose personal information to third parties should our engagement require us to do so. You also authorise us to obtain personal information from any person, including but not limited to Government Departments, solicitors or bankers for the purposes of completing any engagement.

4.3 Personal information will be held at our offices. Under the Privacy Act 1993 you have the right to access and correct your personal information.

4.4 You authorise us to use your information when dealing with third parties GRA work with in relation to any matter in connection to your affairs, including IRD, banks, credit agencies etc.

5. FEES

5.1 Where a fee has not been agreed in writing or orally, we shall provide any services at the same rate that such services are provided by us to our other clients at the time of the contract, and this shall include time taken to travel, investigate and report, as well as transport costs, any disbursements and office recoveries.

5.2 The fee may be increased by the amount of any reasonable increase in the cost of supply of the services that is beyond our control. Should this occur we will discuss it with you.

5.3 A flat fee will be rendered for providing tax management services and tax payment reminders.

5.4 If you use GRA Tracker (our periodic reporting system), a one off set up fee in the amount will be charged on commencement of the service in addition to an agreed monthly fee for the provision of the standard GRA Tracker reports only. Such service cost will be advised and agreed in writing separately from this document. Additional fees are rendered for other work including oral advice, but not limited to telephone support, annual compliance reporting and ad hoc advice. Payments are to be made by Direct Debit or Credit Card and are quoted GST Exclusive. You agree to GRA retaining your credit card details to settle ongoing fees.

5.5 Subscription to GRA Tracker is for a minimum 24 month period. You agree to GRA charging you for this period even if you discontinue use prior to the expiry of 24 months from the date you commenced using this service.

5.6 Unless otherwise agreed, all fees are rendered on a time and attendance basis. For the avoidance of doubt, this includes telephone calls and the provision of ad hoc advice. Figures quoted are GST exclusive.

5.7 You agree to reimburse us for all disbursements incurred by us while providing services to you, including the levying of an office services fee in the amount of 4% of any fee rendered. In addition to this fee, specific disbursements may be levied on a case by case basis as is appropriate. Eg. Travel costs including time and mileage are to be met by you. A further fee may be added to any Trust or Company to cover the cost of the folder and tab system.

6. PAYMENT

6.1 Payment for our services must be made in full without deduction, set off or withholding whatsoever on or before the 20th day of the month following the date of invoice unless otherwise agreed or stipulated in writing (“the due date”).

6.2 Interest may be charged, at our sole discretion, on any amount owing after the due date at the rate of 1.5% per month or part month thereof.

6.3 Any expenses, disbursements and legal costs incurred by us in the enforcement of any rights contained in this contract shall be paid by you, including any reasonable legal fees or debt collection agency fees and our time at normal charge out rates.

6.4 Receipt of a cheque, bill of exchange, or other negotiable instrument shall not constitute payment until such negotiable instrument is cleared in full.

6.5 We shall have the right of lien over any records of the client, whether or not these records have been paid for by the client. Such right of lien shall be in addition to all our rights referred to herein.

6.6 You authorise us to list any payment default with credit reporting agencies. PERSONAL GUARANTEE BY PERSON SIGNING BELOW

6.7 Where you are trading via a company, Trust or Limited Partnership, in consideration for GRA agreeing to provide services to the client, the person/s signing below jointly and severally guarantee all of GRA’s charges arising out of any engagement as if you/they personally (and jointly and severally) instructed the work to be done. The person/s executing this contract also acknowledge that you/they execute this contract both in a personal capacity and on behalf of the company, Trust, Limited Partnership or other entity (where applicable), such that all obligations under this contract to GRA are both the separate entities obligations and you/r personal obligations.

7. QUOTATION & FEE ESTIMATES

7.1 Where a quotation is given by us for services:

(a) The quotation shall be valid for one month from the date of issue, but may at the discretion of GRA be accepted after that time at GRA’s sole discretion; and

(b) The quotation shall be exclusive of Disbursements and Goods and Services Tax unless specifically stated to the contrary.

(c) We reserve the right to withdraw any quotations given to you without prior notice at any time after the quotation is given and before acceptance by you.

7.2 Where services are required in addition to the services contemplated by the quotation, you agree to pay for the additional cost of such services.

7.3 A quotation may include an estimate of the cost of a service to be provided by a third party. Any variation in the actual charge made by the third party may result in a variation to the total price payable by you.

7.4 Where a Fee estimate is given, this represents an estimate of fees and is subject to change. A fee estimate differs from a quote in that we are only giving an indication of the fee, not a fixed price.

7.5 Where a fee estimate is given and an engagement is begun on the basis of the fee estimate, we will endeavour to alert you to any change in cost exceeding 25% of the estimate.

8. SECONDARY CONSULTANTS AND AGENCY

8.1 You authorise us to contract either as principal or agent for any services or part of the services required to complete any engagement.

8.2 Where we enter into a contract of the type referred to in clause 8.1 you agree to pay any amounts due under that contract.

8.3 Where we decide to contract work out, you authorise us to disclose your affairs to the third parties involved in the provision of outsourced services to you, providing that we shall bind such contractor to a duty of confidentiality and supervise such contractors work ensuring it meets the standards required of a Chartered Accountant under the code of ethics of their ruling body.

9. LIABILITY

9.1 No claim for direct or indirect damage against us in respect of any services provided shall in any case exceed the fee rendered for the services in respect of which such damage arose.

9.2 In consideration for GRA agreeing to act as your tax agent and perform the services covered by this agreement, you shall indemnify us against all claims of any kind brought by any person or entity in connection with any services provided to you.

10. GUARANTEES

10.1 The Consumer Guarantees Act 1993, the Commerce Act 1986, the Fair Trading Act 1986 and other statutes may imply warranties or conditions or impose obligations upon us which cannot by law (or which can only to a limited extent by law) be excluded or modified. Our liability shall only apply to the minimum extent required by any statute. You acknowledge that if our services are provided to you for the purposes of a business, the provisions of the Consumer Guarantees Act 1993 shall not apply to our supply of such services.

11. COPYRIGHT AND INTELLECTUAL PROPERTY

11.1 We own, and have copyright in all work, documents, and software produced by us in connection with our services. You agree not to copy, distribute or publish any work GRA provide to you, other than in the ordinary course of communicating with organisations directly affected by the work we are completing for you. For the avoidance of doubt GRA retain the copyright in work we do for you, and you may not reproduce it or sell it to others for personal financial gain.

11.2 Should you replicate any GRA work or document you agree to pay GRA’s standard fee for that service.

12. RESPONSIBILITIES OF CLIENT

12.1 You authorise us to act as your Taxation Agent with the Inland Revenue Department (IRD) and give us permission to link you to our taxation agency. Instructing us to provide services shall constitute such authorisation unless the assignment is not related to the provision of taxation compliance services. Taxation compliance services are any services that will require us to contact the IRD in the ordinary course of conducting our duties for you from time to time, including preparing financial statements and taxation returns etc.

12.2 You will provide to us clear instructions including all information which may be relevant to the provision of services.

12.3 Should you decide to terminate our services you will pay to us all amounts outstanding (including full payment for services which are partially completed and all disbursements and office services fees incurred by us whether directly or indirectly resulting from your termination of this agreement). We will retain ownership of all working papers and records produced by us and will only release copies of these to any subsequent accountant after all outstanding accounts have been settled in full. If you terminate our services, you acknowledge that you are required to pass a director’s resolution changing the company’s registered office and address for service and give effect to such change. You authorise GRA to amend the details at the Companies Office to the address of your new advisor or to your residential address, if we detect that you have failed to do this, though after notification of exit we are under no obligation to monitor such matter. Our fee for updating the Companies Office records is $100 plus GST per entity and is to be paid prior to the release of your records.

13. DISPUTE RESOLUTION

13.1 If you have a dispute regarding our fees you should in the first instance, contact the accountant or consultant assigned to you or any director of GRA.

13.2 If the dispute remains unresolved, you agree to the matter being submitted to EITHER the Institute of Chartered Accountants of New Zealand (‘ICANZ’) for review by their fees resolution service. The decision of ICANZ shall be final OR to The Disputes Tribunal division of the Auckland District Court.

14. JURISDICTION

14.1 This agreement and all relationships and attendances resulting from it are to be governed and construed in all respects in accordance with the laws of New Zealand.

15. ALTERATIONS TO THIS AGREEMENT

15.1 The terms of this engagement are the total agreed terms of engagement, and oral discussions of any nature may not be implied onto this contract. Any variation to these terms of engagement must be in writing and signed by both parties.

16. NON-WAIVER

16.1 Failure by us to enforce any of the terms and conditions contained in this contract shall not be deemed to be a waiver of any of the rights or obligations we have under this contract. Further, if any provision or item of this contract fails, all remaining provisions shall stand enforceable between the parties.

17. GUARANTORS

17.1 Any personal guarantee made by any third party shall not exclude you in any way whatsoever from the liabilities and obligations contained in this contract. You shall be jointly and severally liable with any guarantor under the terms and conditions of this contract.

17.2 If you are a company or trust, your director(s) or trustee(s) shall be jointly and severally liable with you to us for the performance of all obligations including but without limitation payment to us of all monies due to us for the provision of the services, pursuant to and repeated in 6.7.

18. CANCELLATION AND SUSPENSION

18.1 We have the right without notice to suspend or cancel in whole or in part any agreement for the supply of services to you if you breach any of your obligations under this contract or fail to pay any money owing after the due date.

18.2 Where there is any cancellation or suspension under clause 18.1 of this contract you agree to pay us all amounts outstanding at the time (including full payment for services which are partially completed and all disbursements and office services fees incurred by us whether directly or indirectly resulting from the cancellation or suspension).

19. FORCE MAJEURE

19.1 We shall not be liable for delay or failure to perform our obligations arising from any Act of God or if the cause of the delay or failure is beyond our control.

20. ASSIGNMENT

20.1 You shall not assign all or any of your rights or obligations under this contract without our written consent.

21. MISCELLANEOUS

21.1 This agreement is the total agreement and supersedes all prior written or oral agreements

21.2 You authorise us to from time to time, to deduct fees due from any taxation refunds received as your taxation agent. We will provide you with notification by issuing an invoice of charges at least 7 days before we deduct any fees. We will issue a reconciliation of the gross refund received less fees deducted.

21.3 You agree to receive various electronic correspondence from us from time to time including (but not limited to) monthly newsletters.

21.4 The persons signing below acknowledge the provisions of Clause 6.7 and 17.2 above relating to personal guarantees and the obligations of the person signing below in relation to this contract.