GILLIGAN ROWE & ASSOCIATES LP
TERMS OF ENGAGEMENT
(FOR THE PROVISION OF ALL SERVICES TO GRA CLIENTS)
GRA note that if there are signed & written terms of engagement between the parties (being the Client/you and GRA), then the signed & written terms of engagement prevail over those set out in this online version of GRA's terms of engagement, to the extent that they are different from terms set out herein (in the online version).
- Notwithstanding this, the terms set out in this online version of GRA’s Terms of Engagement apply cumulatively with the signed and written terms of engagement in place, between the parties.
- If there are no signed & written terms of engagement in place between the Client/you and GRA, then the terms of engagement set out in this online version of the terms of engagement are the only terms of engagement on which GRA agrees to supply services to the Client/you (and related entities to you), and these terms published herein supersede all prior and/or future oral agreements between GRA and the Client/you. For the avoidance of doubt, in the absence of specific signed and written terms of engagement, any instruction of GRA to perform services by you/the Client, are accepted by GRA solely on the basis that such instruction occurs on the terms set out herein for all contractual dealings with GRA.
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.
1.1 “GRA”, “we”, “us” and “our” shall mean Gilligan Rowe & Associates LP, 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 GRA with ostensible authority from you.
1.3 "Client" shall mean you, and any entity that you are a related party to, that instructs GRA to provide professional services for it.
1.4 “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).
3.1 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 / the Client.
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.
5.1 Where a fee has not been agreed in writing specifically, GRA shall provide any services on a time and attendance basis at the applicable rate of the person performing the services set out at 5.9 below.Such time charged shall include time taken to travel, investigate and report, as well as transport costs, any disbursements and office recoveries at the applicable rate or cost.
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. In addition we reserve teh right to increase fees from time to time to cover the increase costs of doing business, including inflation in office and labor costs.
5.3 A flat fee will be rendered for providing tax management services and tax payment reminders of $75 per entity plus GST. Further a flat fee of $140 shall be charged for filing corporate annual returns online, plus any disbursement paid to the companies office.
5.4 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 adhoc advice. Figures quoted are GST exclusive and before an Office Service Charge at the applicable rate has been added.
5.5 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 (which we will describe as “Office Service Charge”). 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.
5.6 In consideration for GRA agreeing to act for the Client/you, or any entity related to your group including the guarantors instructing GRA to perform professional services, in relation to security for costs, all parties instructing GRA to act do so on the basis that any real estate property or any asset owned by any entity that is party to this agreement is pledged in support of GRA’s fees as security and that GRA shall have the right to lodge security over such asset or assets now or in the event of default on payment terms by any party to this agreement. At anytime after the signing of this agreement if any party to the agreement are or is in default of payment terms to GRA or in the opinion of GRA insolvent, then GRA may at its sole discretion lodge a caveat over any property or require that the parties to this agreement sign a suitable security agreement to support such undertaking to mortgage or secure any asset.
5.7 In consideration for GRA agreeing to act for the parties to this agreement, the parties to this agreement grant a limited power of attorney to GRA to give effect to the lodgement of caveats and security documents and agreements in support of the undertakings set out in this agreement.
5.8 You are requested and advised to take independent legal and accounting advice in relation to all matters in this agreement. If you or any entity that is a party to this agreement fail to take such advice, you are deemed to have waived your right to the benefit of such advice and the parties agree that GRA and any Trustee entity associated to GRA (Including Corwall Trustees Limited (or any similar entity) shall be deemed to have advised you to take such independent advice at all times.
5.9 Charge Out Rate Schedule
Services performed on a time and attendance basis have the following rates applied (hourly or part thereof) which were correct at the time of publishing and any increases will be published in standard terms of engagement on our website at www.gra.co.nz.
GRA Directors all $400+GST / hr
Tax Services Director $400+GST / hr
Client Service Managers all $350+GST / hr
Trustee Services Manager $250+GST / hr
Senior Accountants all $250+GST / hr
Bookkeeping and Xero Support $90 hr + GST
Secretarial Support All administration and secretarial support $90 hr + GST
All fees plus office service charge of 4% and plus GST
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, any other disbursements and our time at normal charge out rates plus GST.
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.
6.7 In consideration for GRA agreeing to act for the Client, the Client agrees that GRA may receipt any tax refund it receives as tax agent of the Client and bank such refund into GRA's Trust account, and apply such refund to outstanding fees due to GRA by the Client (or any related party to the Client including blood relative, spouse or Trust associated through such relationships, or other companies or partnerships or entities related to these related parties), provided that GRA provides notice to the Client in writing in advance of making the offset from Trust monies held.
PERSONAL GUARANTEE BY THE CLIENT
6.8 Where you/the Client are trading via a company, Trust or Limited Partnership, in consideration for GRA agreeing to provide services to the Client/you, the natural persons instructing GRA who are the principal owners of the Client group of related entities 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 natural person/s instructing GRA to act for their related Client group of entities 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 their contract for services to GRA are both the separate entities obligations and you/r personal obligations.
6.9 In consideration for GRA agreeing to act for the Client, each Client agrees to jointly and severally guarantee the debts due to GRA of other related party clients to the Client Group that have related party shareholders.
7. QUOTATION & FEE ESTIMATES
7.1 Where a quotation is given by us for services:
(a) The quotation shall be valid for one year from the date of issue; 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 endeavor to alert you to any change in cost exceeding 33% 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. GRA LIABILITY LIMITED AT ALL TIMES
9.1 In consideration for GRA agreeing to act as your professional services provider and perform any services covered by this agreement, 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 professional services provider and perform any services covered by this agreement, the Client/you agree to indemnify us against all claims of any kind brought by any person or entity in connection with any services provided to you.
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 rendered fee for that service, such fee to be determined at the sole discretion of GRA.
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.
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 Chartered Accountants Australia & New Zealand (‘CAANZ’) for review by their fees resolution service. The decision of CAANZ shall be final. Alternatively disputes may be referred to The Disputes Tribunal division of the Auckland District Court to be heard in Auckland.
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.
14.2 The parties agree that any dispute will be filed and heard in the relevant court or tribunal at Auckland only.
15. ALTERATIONS TO THIS AGREEMENT
15.1 Notwithstanding clause 21.1, the terms of this document published online, are the total agreed terms of engagement, and oral discussions of any nature may not be implied onto this GRA's dealings with you/the Client. Any variation to these terms of engagement must be in writing and signed by both parties.
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.
17.1 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.
20.1 You shall not assign all or any of your rights or obligations under this contract without our written consent.
21. ANTI-MONEY LAUNDERING AND COUNTERING FINANCING OF TERRORISM ACT 2009
21.1 GRA is a reporting entity under the Anti-Money Laundering and Countering Financing of Terrorism Act 2009 (AML).
21.2 This means we are required to comply with AML legislation for specific services we provide to new and existing clients.
21.3 GRA may be required to sight valid documentation to prove certain details e.g. identity, address etc not only for the client and entities in their direct control but also for other parties involved in any related entities.
21.4 In the event that during the client’s relationship with GRA and subsequent to providing us with valid proof per the above the client changes their name or address or the identification used to prove their identity is replaced for any reason then the client must provide updated details and valid proof to GRA as soon as they possibly can.
21.5 In consideration for GRA agreeing to act for the Client, the Client agrees that if they change their business and or commence any new or different business to that previously disclosed to GRA, then the client irrevocably undertakes to immediately notify GRA of the new business to allow GRA to perform customer due diligence in order to satisfy GRA’s obligations under the Anti-Money Laundering and Countering Financing of Terrorism Act 2009 (AML). The parties agree by extension of this that failure on the Client’s part to notify GRA shall constitute a breach of this agreement with GRA, and the further the Client agrees to indemnify GRA for any subsequent losses including statutory fines resulting to GRA as a result of the Client failing to provide such notification.
21.6 GRA will invoice clients for the costs of AML compliance for their related entities. This will likely be in the form of a fixed fee to cover general AML compliance and additional fees charged at time and cost in situations where the compliance takes longer for reasons outside the control of GRA including delays caused by the client or any other third party that the client has instructed. These fees may change overtime as interpretation of the AML law is clarified for our industry.
22.1 GRA note that if there are signed & written terms of engagement between the parties (being the Client/you and GRA), then the signed & written terms of engagement prevail over those set out in this online version of GRA's terms of engagement, to the extent that they are different from terms set out herein (in the online version)
Notwithstanding this, the terms set out in this online version of GRA’s Terms of Engagement apply cumulatively with the signed and written terms of engagement in place, between the parties.
If there are no signed & written terms of engagement in place between the Client/you and GRA, then the terms of engagement set out in this online version of the terms of engagement are the only terms of engagement on which GRA agrees to supply services to the Client/you (and related entities to you), and these terms published herein supersede all prior and/or future oral agreements between GRA and the Client/you. For the avoidance of doubt, in the absence of specific signed and written terms of engagement, any instruction of GRA to perform services by you/the Client, are accepted by GRA solely on the basis that such instruction occurs on the terms set out herein for all contractual dealings with GRA.
22.2 You authorise GRA (from time to time), to bank your/Client tax refunds into GRA's Trust account, and to deduct fees due from any taxation refunds received as your taxation agent. GRA will thereafter provide you/the Client with notification by issuing an invoice of charges at least 7 days before GRA deduct any fees. GRA will issue a reconciliation of the gross refund received less fees deducted.
22.3 You agree to receive various electronic correspondence from us from time to time including (but not limited to) monthly newsletters.
22.4 Clients of GRA acknowledge the provisions of Clause 6.7 and 17.2 above relating to personal guarantees.
22.5 I/We acknowledge GRA may receive commission or a share of fees on services it organises, facilitates or recommends to us including, but not limited to, AFA referrals; insurance services; banking services; legal services; property management services; seminar events; and accounting software or subscriptions.
22.6 The IRD has advised that all future refunds they issue must be direct credited to a bank account as they are abolishing cheques. Mistakes by the IRD are relatively common and the new policy removes our ability to check the amount refunded is correct before you receive it. You must therefore let us know immediately if you receive a refund from the IRD that is unexpected or different to what we have indicated to you so that we can identify the reasons and any actions that might be required. Any failure or delay in communicating to us any such errors or variances could result in increased tax, interest and penalties owed to the IRD even if the IRD made the original error. If you are at all unsure, please advise and we will clarify for you.
May i just say what a pleasure it has been to deal with GRA over the last few years. Your service and performance have been first class, and I would recommend your company to anyone requiring property related accounting and advice (not something I do very often !!!).
Neil - May 2017