Terms & Conditions

1.     Introduction

These terms and conditions set out the general terms under which we undertake our business. These terms along with your proposal and engagement letter together form the entire agreement (“the contract”).

If there is any inconsistency between the general terms and conditions and the proposal or engagement letter, then the General Terms and Conditions shall take precedence unless the Agreement refers to and modifies a specific provision of the Terms.

These term and conditions apply to any current work and to any future work we do for you (unless we agree in writing to change these terms).

You acknowledge you have the authority to agree to these Terms & Conditions for all entities listed and others that you ask us to act for.

Reference in these terms to “we”, “us” and “our” is to Trio & Co. Limited (Trio). Reference in these terms to “you” and “your” is to the entities and any other individuals included in your proposal and Terms of Engagement Letter

Occasionally we may amend these terms and conditions. If we make changes, we will let you know in writing and you will be bound by the updated terms from the date of our communication to you. If you do not accept such amendments, you must notify us promptly in which case you may terminate our engagement in accordance with section 15 below and those amendments will not apply prior to such termination.

These terms and conditions were last updated on 6 November 2024.

2.    Who may instruct us

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.

3.    You and your spouse/partner

If we are acting for you and your spouse or partner, we will advise you and your [spouse/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.

4.    AML/CFT Act

We are required to comply with the Anti-Money Laundering and Countering Financing of Terrorism Act 2009 (AML/CFT Act). Where we are required to conduct customer due diligence, this Act does not allow us to act, or continue to act, for our clients unless we have conducted that due diligence. 

To verify your identity we may request from you such information as we require for these purposes and make searches of appropriate databases.

5.    Qualifications on 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. Neither an audit nor a review will

be conducted and, accordingly, no assurance will be expressed.

Our work relating to forecasts of future profits, cash flows or financial positions are estimates based on the information provided at the time. We can in no way guarantee or otherwise warrant that these results will be achieved.

6.    Reliance on advice

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 (for example during a meeting or telephone conversation) that you wish to rely on, you must ask us to confirm the advice in writing.

Our work is based on our understanding of current taxation laws at the time of performing that work and our knowledge of your particular circumstances. We cannot guarantee that the Inland Revenue Department will adopt the same opinion as us. Therefore, we accept no responsibility for different outcomes arising from future taxation changes, or from the Inland Revenue Department disagreeing with our opinions on taxation interpretation.

7.    Your responsibilities

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.

We will rely on such information being true, correct and complete and will not verify or audit the information.

We shall endeavour to advise the amounts and due dates for tax payments. However, the responsibility for paying the correct tax rests with you, the taxpayer. Any penalties arising from lateness, errors, wrong estimates or for any other reason are payable by you as the taxpayer.

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.

8.    Storage and retention of records

You have a legal responsibility to retain documents and records relevant to your tax affairs for seven years.

We are a paperless, cloud based business. All records are stored electronically using third party providers and may be stored overseas on external servers. We endeavour to use providers who maintain best-practice security. All records are stored for the minimum legal period, then destroyed.

Any physical records received by us will be scanned, and the physical records destroyed unless you request that we return these documents to you.

9.    Communication

You must advise of any changes to your contact details. We may send any communications to the last contact details you have provided.

Unless you instruct us otherwise we will communicate with you and with third parties via email or by other electronic means. The recipient is responsible for virus checking emails and any attachments.

There is a risk of non-receipt, delayed receipt, inadvertent misdirection or interception by third parties in any form of communication, whether electronic, postal or otherwise. We are not responsible for any such matters beyond our control.

We may occasionally email you information such as newsletters, tax due date reminders and other items of interest we feel are relevant and useful to you. If you do not want to receive that information, please let us know.

10.   Investment and financial advisory advice

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.

11.    Professional obligations and confidentiality

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, which among other things contains confidentiality requirements.

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 (for example, disclosures required under the Anti-Money Laundering and Countering Financing` of Terrorism Act 2009 (including to a third-party auditor) and as required by the Common Reporting Standard)
  

• professional obligations including:

  o    the provisions of the NZICA Code of Ethics that apply if we become aware of actual or potential

  o    ‘non-compliance with laws and regulations’ (NOCLAR). Where any such non-compliance

  o    poses substantial harm (such as adverse consequences to investors, creditors, employees

  o    or the public), we may be required to disclose the matter to an appropriate level of management or

  o    those charged with governance and/or an appropriate authority.

  o    the provisions of the NZICA Rules and Professional Standards that subject us to practice review, trust account audits, investigations and disciplinary procedures. These rules require us to disclose to NZICA, its practice reviewers and/or its disciplinary bodies our files and workpapers including client information. In accepting this engagement you acknowledge that, if requested, our files related to this engagement, may be made available to NZICA, its practice reviewers and/or its disciplinary bodies. Employees and contractors of NZICA are also bound by confidentiality under contract and by the NZICA Code of Ethics.

12.   Conflicts of Interest

We are not presently aware of any conflict of interest which would affect our ability to provide the agreed services to you in an independent manner.

We will inform you if we become aware of any conflict of interest in our relationship with you or in our relationship with you and another client.

Where conflicts are identified which cannot be managed in a way that protects your interests or you do not consent to the way in which we propose to manage the conflict then we will be unable to provide further services to some or all of the persons to whom this engagement applies. If this arises, we will inform you promptly.

13.   Fees and Payment

It’s important to have clarity regarding the basis upon which our fees and charges are calculated and our terms of payment.

Fees and charges

Our fees will be charged on the basis set out in the proposal and have been set based on the level of skill, knowledge and responsibility involved, the urgency and the value of the advice.

Where possible we provide you with an annual fixed fee before we begin our work. This covers a set scope of services performed over the course of the year and invoiced in 12 monthly instalments commencing in 1 April each year.

If you sign this agreement part way through a financial year, a mid year catch up payment may be required. This will be detailed in the Fees Schedule in your proposal.

For clarity, monthly payments made between 1 April and 31 March relating to the preparation of annual accounts and income taxation returns are for annual accounts and taxation returns for the most recently completed financial year. You are not pre-paying for the cost of the current year’s annual accounts and taxation returns.  

The annual fixed fee arrangement will be subject to change if a software provider or other external third party provider included in your agreement increase their prices.

We reserve the right to invoice separately for any work outside the scope of the fixed fee agreement. We will advise you as soon as reasonably practicable if the work required exceeds the agreed scope, give you an estimate of the likely amount of the further costs and seek your agreement to it.

We reserve the right to charge a late fee of up to 50% of the fee a service if you do not provide information requested or respond to queries within specified timeframes.

If you require additional services during the year, we will endeavour to provide an estimate for that work. This is an estimate only and our actual fees may vary. Fees will be invoiced on completion, unless the work is likely to take some time in which case an interim fee may be charged.

Fees charged for liaising with the IRD to resolve any tax matters, disputes and objections are based on our standard hourly rates and billed monthly as the work progresses.

Unless otherwise agreed to the contrary, our fees do not include the costs of any counsel, or other professionals or third parties engaged with your approval.

Payment

Invoices for monthly instalments under an annual fixed fee agreement are issued on the 1st of each month and are payable by the 20th of that month.

Invoices for all other services are issued by the 7th of the month and are payable by the 20th of that month.

Our fees set out in our proposal are exclusive of GST which will be added to our invoice where it is chargeable.

Any disbursements and expenses we incur in the course of performing our services will be added to our invoices where appropriate.

We may charge interest on late paid invoices at the rate of 5% above the Reserve Bank of New Zealand cash rate, calculated on the daily outstanding balance from the due date until payment in full.

We may also suspend our services or to cease to act for you on giving written notice if payment of any fees is unduly delayed. We intend to exercise these rights only where it is fair and reasonable to do so.

14.   Commissions and disbursements

We may add a margin of up to 15% on the cost of expenses we pay on your behalf to cover the administration cost of providing these services or products to you. This includes, but is not limited to external tax advice and accounting software or subscriptions including Xero.

From time to time, we may also receive commission from products and services we organise, facilitate or recommend to you.

15.   Termination of our services

Each of us may terminate this agreement by giving not less than 30 days notice in writing to the other party except where a conflict of interest has arisen, you fail to cooperate with us or we have reason to believe that you have provided us or any other person with misleading or factually inaccurate information, in which case we may terminate this agreement immediately.

In the event of termination of this contract, we will endeavour to agree with you the arrangements for the completion of work in progress at that time. If we are required for legal or regulatory reasons to cease work immediately then we shall not be responsible or liable for any consequences arising from termination.

If this agreement is terminated you agree to pay us the fees for any work we have done based on time and costs up to the time we cease work even if this exceeds a fixed monthly fee agreement. You agree to pay for any expenses such as software costs incurred by us during the handover period.

If this agreement is terminated by you in less than 24 months from the date of acceptance, you agree to pay us an offboarding fee of $300 + GST to cover the administration costs relating to your initial onboarding and subsequent offboarding.

16.   Lien

If permitted by law and not prohibited by professional standards or guidelines, we may exercise a lien over all materials or records in our possession relating to all engagements for you until all outstanding fees and disbursements are paid in full.

17.   Ownership of materials

We own the copyright and all other intellectual property rights in everything we create in connection with this engagement. Unless we agree otherwise, anything we create in connection with this agreement may be used by you only for the purpose for which you have engaged us.

All working papers prepared by us (in any form whatsoever, including physical and electronic) remain our property. We will retain these papers in accordance with our normal record keeping practices in accordance with our professional and legal obligations.

If your affairs at some time in the future are handled by you or another accountant, we will make available such information regarding your affairs that is essential to enable you or your new accountant to perform the services we previously provided including any Xero subscription held by Us.

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.

18.   Disputes and complaints

We are committed to providing services of the highest professional standards and ultimately you are the judge of our service. Please contact us straight away if you have a question or any concerns about our costs or services.

We will deal with any concerns promptly and have policies and procedures in place to deal appropriately. We will use our best endeavours to resolve a complaint or dispute to the mutual satisfaction of all parties involved.

We may require you to detail your complaint in writing to allow us to fully investigate any concerns that you raise.

In the unfortunate event we are not able to resolve the issue, Chartered Accountants Australia and New Zealand (CAANZ) also has a complaints service. You can call 0800 469 422 for information and advice about making a complaint.

19.   Disclosure Permissions

In accepting this engagement, you provide us with your express consent to disclose your information to:

• our service providers (see clause 20) or regulatory bodies to the extent required to perform our services in respect to this engagement;

• our professional advisors or insurers to the extent required to protect our interests in respect to this engagement

• our external peer reviewer to the extent required to review this engagement

We will take reasonable steps to ensure any such recipient (other than a regulatory body) keeps such information confidential on the same basis we maintain in respect to your information (see clause 11).

We may retain your information during and after our engagement to comply with our legal requirements or as part of our regular IT back-up and archiving practices and also for professional reasons (e.g. to perform the work under this engagement or to comply with our professional and ethical obligations). We will continue to hold such information confidentially.

We may mention that you are a client for promotional purposes.

20.  Contractors and outsourced services

To provide cost effective accounting services we utilise third parties services to complete some or all of the services required to complete this engagement.

To perform the services, we may utilise third party services, including those detailed below and other third party services from time to time and as separately notified to you.

This requires information being sent to our service providers in accordance with our Privacy Policy.

You expressly authorise us to use subcontractors and to disclose to them any information required in order to complete their part in the engagement. This may include access to your accounting software.

If you do not wish us to use subcontractors please notify us in writing immediately. We may revise your fees if all your accounting services are provided by our direct employees.

Where we decide to contract work out:

• we will ensure that confidentiality agreements are in place;

• we will ensure appropriate data security measures are in place;

• we will take all reasonable steps to ensure that New Zealand Privacy Principles are complied with; and

• we will supervise the work to ensure that it meets the standards required of a Chartered Accountant.

Current third party service providers:

• Admin Army Limited – accounting services provided by Admin Army Limited employees based in Fiji and India. Your information is stored in our cloud-based accounting software and is accessed by a dedicated accounting team at Admin Army Limited, located in Fiji and India.

• Jessie Chen – accounting services provided by Jessie Chen who is based in New Zealand. Your information is stored in our cloud-based software.

21.   Privacy

We may collect, store, use and disclose your personal information for the purposes of providing the services described in the engagement letter to you and to comply with our obligations in section 12 above and in accordance with the exceptions outlined in section 8 above. We will comply with the Privacy Act 2020 when collecting, storing, using and sharing your personal information. Our Privacy Policy provides further details of our privacy practices and our obligations to you.

22.  Limitation of liability

If we breach any duty we owe to you, our aggregate liability will be limited to the amount of the fees paid to us for performing services under this Agreement in the 12 months prior to the event giving rise to the liability. We will not be liable for any claims arising out of or in connection with our services to the extent that our liability to you would otherwise exceed this amount.

You agree not to bring any claim against any of our principals or employees in their personal capacity.

The limitation of liability will apply to any claim whatsoever you may have against us and to any kind of loss or damage suffered by you, including but not limited to indirect and consequential loss.

1.       Any claim you may have against us (whether based on negligence, or breach of a contractual, statutory or other duty) will be further limited to the extent that you or anyone acting for you has contributed in any way to any loss or damage you have suffered.

2.      This limitation of liability shall apply to the maximum extent permitted by law.

To the maximum extent permitted by law, you agree to indemnify us against any and all costs, expenses or liabilities we incur to any person:

a.     in relation to any claim against us (including but not limited to any claim by a third party) arising from or connected with any breach of your obligations to us; and

b.     by relying on any information provided to us by you or on your behalf and which is false, misleading, incomplete or breaches another party’s intellectual property rights.

23.  Limitation of third party rights

Our advice and information is for your sole use, and we accept no responsibility to any third party, unless we have expressly agreed in the engagement letter that a specified third party may rely on our work.

24.  Applicable Law

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

25.  Interpretation

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.