General Terms of Business

Effective from: 1 April 2023

Background
1. The following Terms of Business (“Terms”) apply in respect of Services as defined in these Terms provided by Business Studio Innovators Limited “Business Studio/US/WE/OUR”.
2. “Client/YOU/YOUR” means the persons or entities requesting Us to provide Services.
3. Our Terms of Business apply in respect of our “Engagement Agreement” or “Engagement Letter” and subsequent “Service Agreements” (or “Proposal for Services” or “Fee Signal”) and these documents form the “Contract” between the Parties. Each subsequent issue of Engagement Agreement, Service Agreement and Terms of Business etc. replaces and supersedes any previous proposals, correspondence, understandings or other communications (written or oral) to the extent anticipated in those subsequent documents.
4. "Services" shall mean all services, including any recommendations and advice provided by Us to You at Your request from time to time as outlined in the Engagement and Service Agreements.
5. If there is any conflict between these Terms, the Engagement Agreement and the Service Agreement, the Service Agreement will prevail.
Entire Agreement
1. The Contract forms the entire agreement between the Parties.
2. To the extent permissible by law all warranties, conditions, representations and liabilities or terms other than those expressly herein stated are excluded.
3. If any term of the Contract is held to be invalid, the enforceability of the remainder of the Contract will not be affected PROVIDED that if a term is held invalid or unenforceable that materially impacts upon the benefit or advantage to a party in terms of this Agreement, then the disadvantaged Party may terminate this Engagement PROVIDED that the Client shall pay for all of the work done by Us to that point in time.
Engagement
1. An engagement for Services occurs where there is an agreement between Business Studio and You relating to the provision of Services by Us (“Engagement”).
2. The Engagement starts on the date You sign and return the Engagement Agreement to Us or when We first start work on the Services for You, whichever is first.
3. You are bound by these Terms if accepted orally or if You instruct us, whether orally or otherwise, to proceed with the provision of Services.
4. Unless it is terminated earlier, the Engagement terminates when we have completed providing the Services to You and You have paid Us all outstanding amounts owing to Us, including fees, costs and disbursements and any interest.
5. It is possible that the nature and the scope of an Engagement changes, either in the principal function of the Engagement or the intended distribution and use of the results of the Engagement. Any subsequent instructions, written or otherwise, received by Us from You for any further work in connection with this Service or for the supply of additional Services, shall constitute continuing acceptance of these Terms.
Our Responsibilities
1. Membership of CAANZ
  1. Business Studio is a member of CAANZ. As such we are bound to comply with the professional standards, rules and ethical requirements of CAANZ. Information we obtain in the course of this engagement is subject to confidentiality requirements, in addition to our obligations under the Privacy Act 1993. We will not disclose that information to other parties, without your express consent, except as required by law or for professional obligations.
  2. As members of the CAANZ, we are subject to and bound by their disciplinary procedures and rules and our work and files are subject to their practice review rules under which compliance with professional standards by members is monitored. These procedures and rules require us to disclose to CAANZ, their reviewers and/or its disciplinary bodies our files and work papers including client information.
  3. By allowing us to undertake services for you, you acknowledge that, if requested, our files relating to each engagement will be made available to CAANZ, their reviewers and/or its disciplinary bodies. The same ethical standards regarding confidentiality that we adhere to, apply equally to CAANZ reviewers.
  4. As a member of CAANZ Business Studio and in accordance with our code of ethics we are responsible for ensuring that your business activities are conducted in accordance with laws and regulations. Business Studio is also responsible for identifying and addressing any non-compliance by: (a) The client; (b) An individual charged with governance of the entity; (c) A member of management; or (d) Other individuals working for or under the direction of you. Where Business Studio becomes aware of a matter to which involves the Non-compliance with Laws and Regulations, we are required to disclose to the relevant regulator(s) on a timely basis, the non-compliance. In taking timely steps, Business Studio shall have regard to the nature of the matter and the potential harm to the interests of the entity, investors, creditors, employees or the general public.
  5. We will exercise reasonable skill, care and diligence in the performance of the Services to ensure that We meet all our professional obligations applicable to our profession, including
    1. For matters of Regulation and Conduct - the New Zealand Institute of Chartered Accountants Act 1996, New Zealand Institute of Chartered Accountants Rules and Code of Ethics, New Zealand specific regulatory requirements.
    2. Other Professional and Engagement Standards - For all other professional standards applicable to all New Zealand members of Chartered Accountants Australia and New Zealand and/or those issued by the External Reporting Board from time to time.
2. Specific Legislation Obligations
  1. As an accounting practice Business Studio has compliance obligations under a variety of legislation, including but not limed to:
    1. the Anti-Money Laundering and Countering Financing of Terrorism Act 2009 (“the AML/CFT Act” or “the Act”) from 1 October 2018.
    2. the United States Foreign Account Tax Compliance Act (“FATCA”)
      1. FATCA is a reporting regime that ensures US persons (and New Zealanders with accounts in the US) meet their tax obligations. It requires all foreign financial institutions that are not exempt, including New Zealand financial institutions (NZFIs), to register with the IRS. They must report on US citizens and tax residents who have specified foreign financial assets that exceed certain thresholds.
    3. the Common Reporting Standard (“CRS”).
      1. New Zealand has made international commitments with foreign jurisdictions to implement the automatic exchange of information (AEOI) about foreign tax residents, under the Common Reporting Standard (CRS).
  2. To meet these requirements, we may be required to conduct customer due diligence on you, persons acting on your behalf, and other relevant persons such as your beneficial owners or persons who have effective control of you as a client. We may not be able to act or continue acting for you until this is completed to the required standard.
  3. We will advise you what information and documents are required for these purposes. This information could include formal identification, address confirmation, source of funds, transaction details, ownership structures, tax identification details, and any other information considered relevant.
  4. We will discuss with you directly those who we will be required to undertake AML/CFT due diligence.
  5. We utilise online software, 2Shakes, to undertake collection of this information in a straightforward manner. On occasion we may request your information in person.
  6. We will retain the information and documents and may be required to disclose them to government agencies as required by law. We may not be permitted to advise you of the instances when we are required to disclose this information.
3. We will provide the Services described in the Engagement Agreement or Service Agreement.
4. Unless specifically stated to the contrary in the Engagement Agreement or Service Agreement:
  1. timetabled dates are intended for planning and estimating purposes only and are not contractually binding;
  2. the Services provided by Us to You are limited to the collection, classification and summarisation of financial information supplied by You. The services do not involve an audit or examination conducted in accordance with New Zealand auditing standards and We will not express an opinion on any financial statements or information taken as a whole, nor provide any opinion on the achievability of prospective financial information;
  3. On occasion, depending on the nature of the work being conducted we may qualify that advice or report with a disclaimer appropriate to the nature of the engagement. You will be advised of such a disclaimer at the outset of the engagement; and
  4. Independence is not a requirement for a compilation engagement. If we are aware that we are not independent of any entity, this fact will be stated in our report. However, we will not conduct a comprehensive review to determine whether we are, or are not, independent of all your entities.
5. We will rely on the information that You provide and its accuracy. We will not verify that information;
6. We may allocate appropriate staff to perform the Services and may replace any personnel named in the Engagement Agreement or Service Agreement with personnel of similar skill;
7. We will not take active steps to identify weaknesses in Your internal accounting system, errors, illegal acts or other irregularities (such as non-compliance with law or fraud). If We become aware of any irregularities etc., We will report them to You. We do not accept responsibility for detecting fraud, misappropriations or misrepresentation whether by directors, management, staff or external parties;
8. The Services are not designed to reveal fraud, misappropriations or misrepresentation. Accordingly, We do not accept responsibility for detecting fraud, misappropriation or misrepresentation whether by directors, management, staff or external parties;
9. The Services do not include the provision of legal advice, legal due diligence services, or financial advice. Any comment made on the subject of legal or investment matters should be interpreted as only a personal view and not professional advice;
10. If the Services or Your reliance on the Services depend upon laws, regulations or interpretations by the Courts or Government agencies, we are not responsible for any changes in those laws, regulations or interpretations (whether or not having retrospective effect) which occur after the date of our report or the termination of the Engagement and We are not required to notify You of such changes;
11. Where the required Services are outside of our expertise, including appointment as Statutory Auditor, Receiver or Liquidator as defined at law, we may refer You to a third-party;
12. Where the words Examination, Compilation, Review, Opinion, Assurance or Agreed Upon Procedures are used to specify any Services those words have the meanings assigned to them in professional standards issued by either the New Zealand Institute of Chartered Accountants (now trading as Chartered Accountants Australia and New Zealand) or the External Reporting Board.
Your Responsibilities
1. You are responsible for determining that the scope of the Services is sufficient to meet Your needs. We will provide the Services described in the Engagement Agreement or Service Agreement.
2. You agree that You will:
  1. provide, in a timely fashion, all information, assistance and facilities that We require to enable Us to provide the Services;
  2. provide information that is true, accurate and not misleading;
  3. use the results of the Services only for the purpose for which the Services are provided; and
  4. advise all of our personnel who visit Your premises of what is required of them in relation to health and safety, including location and use of safety equipment, emergency evacuations, and the reporting procedures for accidents and hazards and other matters.
3. Use and Distribution of Financial Information
  1. You agree that the intended use and distribution of financial information we will compile is to meet statutory requirements. If this should change in any material respect, you will inform us immediately. We will not accept any responsibility to any person, other than you, for the contents of the financial statements.
Electronic Communication
1. Each of us agrees that we may communicate with each other electronically. You acknowledge that electronic transmissions are inherently insecure, can be corrupted or intercepted, may not be delivered and may contain viruses. We are not responsible for any loss suffered in connection with the use of e-mail as a form of communication between us. To assist in managing risk We provide a client portal for which sensitive information can be uploaded and downloaded from.
2. We can inform You of other products and services or send You other electronic communication that may be Commercial Electronic Messages. You consent to receiving such messages until such time as You notify us in writing that You no longer wish to receive them.
Reliance on our work
1. Our final written report or other final work product of the Services will identify the persons to whom the report is addressed. Any oral comments or drafts of written reports or any other communications made prior to the final written report or other final work product of the services do not represent our final conclusions or calculations, and should not be relied upon.
2. Our final written report or other final work product of the services should not be relied upon by management of the addressee of our report, or advisers to the addressee, in their personal capacities.
Disclosure of our work
1. The Services are provided for You, and only for the specific purpose We were engaged. We accept no responsibility or liability to any other person other than those who have engaged Us and to whom we report.
2. You must not disclose any report or other information provided as part of the Services to any other person without Our prior written consent (except for Your professional advisors).
3. You must not use Our name in connection with any prospectus, information memorandum or other offer or marketing document, whether public or private, without our prior written consent.
Fees, Disbursements and Payments
1. We will charge You the agreed hourly rate of the person providing the Services or the contracted amount as stated in the Engagement Agreement or Services Agreement (“Fees”), plus any associated costs unless stated otherwise. However, Our charges are subject to change from time to time which We may publish to You on Our website or otherwise.
2. We will direct any particular task to personnel with the appropriate level of expertise required and at the appropriate hourly rate as indicated in our Engagement Agreement or Service Agreement, however We reserve the right to replace any personnel named in the Engagement Agreement or Service Agreement with other personnel of similar skill;
3. Unless otherwise agreed, our Fees are calculated based on:
  1. The time spent;
  2. The information You provide us for each Engagement;
  3. Our knowledge of Your affairs, capability, and Service delivery expectations;
  4. The assumption that the scoped Engagement will proceed with no complications;
  5. Receipt of timely and accurate information;
  6. There being no change in the nature and scope of the Engagement unless agreed with You; and
  7. The complexity, urgency and value of the subject matter and the degree of risk to Us.
4. We may review the Fees in circumstances including:
  1. An unexpected delay occurs in the provision of Our Services due to events outside Our control, if for example You do not provide Us information and/or documents requested in a timely manner, or if the circumstances have changed since the commencement of Our Engagement; or
  2. There is a change in the nature and scope of the Services We agreed to provide to You; or
  3. If we are not required to provide all Services as agreed; or
  4. You do not accept the terms of the Contract within 30 days of same being provided to You.
5. Our invoices are due for payment on issue of Our invoice. You agree to pay all invoiced amounts even if there is a dispute between Us about that invoice or another invoice. Any unresolved fee dispute(s) will be addressed in accordance with clause 21 hereof Resolving Disputes.
6. If payment is not received within 14 days of the date of the invoice, We reserve the right to suspend or terminate provision of the Services, in whole or part, or to retain or withhold any information we may hold in relation to the Services, or any work We have completed in terms of Our Engagement, and/or charge interest on the outstanding amount at a rate equivalent to the interest rate charged by the Inland Revenue Department on unpaid tax under the Tax Administration Act 1994 during the period for which the interest rate is payable PLUS 5% per annum on balances less than 180 days, and for balances overdue more than 180 days at a rate equivalent to the interest rate charged by the Inland Revenue Department on unpaid tax under the Tax Administration Act 1994 during the period for which the interest rate is payable PLUS 10% per annum.
7. Any Fee estimate is given in good faith but not intended to be a quote as We cannot anticipate every event that may arise in the course of our Engagement and therefore Fee estimates are not contractually binding.
8. If We are required to provide information about You or the Services to comply with a statutory obligation, court order or other compulsory process, You agree to pay all of Our reasonable costs and expenses We incur in doing so.
9. You agree to pay all of Our expenses and administration fees, including collection costs of engaging the services of a debt collection agency and/or all Our legal fees on a solicitor/client basis, and administration costs incurred in relation to any overdue amount added to Your account.
10. Unless otherwise provided in this Agreement, these Terms remain in place after termination of Service until all outstanding amounts due to Us are paid.
Referral Fees
1. On occasion Business Studio may refer you to one of its associates or business partners. Business Studio may receive a confidential commission or referral fee. Business studio will ensure such a referral commission does not compromise our relationship with you.
Limited Liability
1. Our liability for any loss or damage that You suffer caused by Our breach of contract, tort (including negligence), breach of fiduciary duty or other actionable wrong of any kind shall be limited as follows:
  1. We shall have no liability for any consequential or indirect loss or loss of profit;
  2. You are using third parties in connection with the Services to be provided in accordance with this Contract, You will ensure that You have appropriate agreements with them. Unless agreed otherwise in the Engagement Agreement, You will be responsible for the management of those third parties and the quality of their input and work. We shall take no responsibility for the work of any other person who You engage to perform work in conjunction with our Services and accept no responsibility for any loss arising therefrom, whether directly or indirectly;
  3. Where You require Business Studio to contract the services of a subcontractor specified by You, You will accept responsibility for the work to be performed by such subcontractor. Business Studio will not be responsible or liable to You or to any other person for the work performed by, or for any act, omission, default or neglect of, such subcontractor. In the above circumstances, You will be responsible and liable for, and will indemnify Business Studio against and from, any liability which Business Studio may incur to any person and against all claims, demands, proceedings, damages, losses, costs and expenses made against, suffered or incurred by Business Studio, directly or indirectly as a result of or in connection with the work performed by any such subcontractor;
  4. Our liability will be reduced to take into account any contributory negligence on Your part pursuant to the Contributory Negligence Act 1947;
  5. In the event that more than one person caused or contributed towards Your loss, Our liability to You will be limited to the proportion of the loss that the Court would apportion to Us under section 17 of the Law Reform Act 1936, based on an assessment of Our degree of responsibility and the responsibility of the others who contributed to the loss (whether or not those other persons are able to meet any liability they may have);
  6. You agree that in no circumstances shall the maximum liability of Business Studio (including its Directors, Employees and Agents) to You for any loss whatsoever arising in connection with any Engagement exceed one times the fees paid by You to Business Studio for that engagement;
  7. The limit of liability set out above applies to all Client as defined in these Terms addressees as a group. It is up to You to agree how the limit is allocated between the individuals. You agree not to dispute the limit if You are unable to agree on how it will be allocated between You; and
  8. The Client agrees to indemnify Business Studio (its partners, associates, employees, contractors) and any other person who may be sought to be made liable in excess of the limit of liability described in clause 11.1.6 hereof in respect of any activity arising from or connected with these Terms in respect of any claim of whatever kind, including negligence, that may be made by any person and any costs and expenses that may be incurred by Us.
Time limit for claims
1. No legal proceedings may be commenced against Business Studio later than two years after the date on which You became aware or ought reasonably to have become aware of the act or omission on which the claim is based.
2. In any event, no legal proceedings may be commenced against Business Studio more than four years after the date of the act or omission on which the claim is based.
Indemnity & Contract solely with Business Studio Innovators Limited
1. We are engaged as an independent contractor. Neither of us is an agent or representative of or has the authority to bind the other. Neither of us will act or represent ourselves, directly or by implication, as an agent of the other or in any manner assume or create any obligation on behalf of, or in the name of, the other. These terms and/or the Contract is not intended and will not be taken to constitute a partnership, agency, employment, joint venture or fiduciary relationship between the Parties.
2. You agree that in relation to the Services and the Contract, the client relationship is solely with Business Studio. Accordingly, You agree not to bring a claim of any nature against any director personally, partner, employee, contractor or subcontractor of Business Studio.
Confidentiality
1. We will treat all information made available by You in connection with any Engagement, as strictly private and confidential.
2. Both Parties will comply with all applicable provisions of the Privacy Act 2020.
3. You permit Us to collect, use and retain information concerning You, for the purpose of assessing Your credit worthiness or to enforce any rights under these Terms.
4. You permit Us to disclose information obtained to any person where We are required to do so by New Zealand Law.
5. You authorise Us to request information from a third party on Your behalf provided such information is reasonably required by Us to perform the Services.
6. Specialist Tax Advice Services
  1. Where we provide tax advice to You in written form on a confidential basis that written tax advice may qualify as a tax advice document that is not required to be disclosed to the Inland Revenue Department in terms of the Tax Administration Act 1994. We do not place any limitations on Your disclosure of such tax advice. However, if You choose to disclose such tax advice, Your rights to claim non-disclosure may be forfeited.
  2. Under the applicable tax legislation, it is the taxpayer who has the ultimate responsibility for the correctness of the tax returns. For this reason You agree that:
    1. the responsibility for the accuracy and completeness of the return(s) remains with You. You will be required to review and sign the return(s) prior to filing with the Inland Revenue Department;
    2. the preparation by Us of the return(s) does not result in the expression of an audit or review opinion or provide any other form of assurance on the respective return(s); and
    3. no reference will be made by Us to further source documentation or invoices to substantiate the information supplied by You.
  3. Nothing in the Contract prevents Business Studio from providing services to other clients PROVIDED that we take reasonable steps to ensure that each client’s confidential information is not disclosed to other clients.
  4. This Contract is separate from other engagements that We may perform for You, or for other clients, and We have no obligation to utilise knowledge gained from such other engagements when performing the Services under this Contract.
  5. By entering into this Contract and providing the Services agreed, We do not assume a responsibility to You in relation to any reports or opinions that We may have provided under separate engagements, including statutory audit reports, or in relation to any other work that We may have performed for any other client, whether or not that client is the subject of the Services.
  6. We are not aware of any conflict of interest which would affect our ability to provide Services to You. We will advise You if we become aware of any actual or potential conflicts of interest.
7. Cloud Services
  1. Where Your confidential information is provided to a Cloud Services Provider, the Cloud Services Provider has confirmed that all confidential information provided to it by Us will be kept confidential, subject to any disclosure required by law. We are not liable for any loss which arises as a result of a failure of or problem with the technology, its infrastructure or environment used by the Cloud Services Provider.
8. Research or Benchmarking – Services or Insights Collation
  1. You agree that We may aggregate Your Information and use and disclose that information in a de-identified form as part of research and advice, including, without limitation, benchmarking services, thought leadership.
Data Protection & Privacy
1. Each Party to the Contract will comply with the data protection legislation, including the Privacy Act 2020 and related Codes and regulations and subsequent legislation, applicable to itself, in relation to any personal information shared in connection with the Contract.
2. You will not provide Business Studio with personal information unless the personal information is required for the performance of the Contract or compliance with legislation. In respect of any personal information disclosed to Business Studio, You confirm You have the necessary authority for Business Studio to use it in accordance with the Contract, and that data subjects have been given necessary information regarding its use.
3. Each Party may process personal information for the purposes of any of:
  1. performing the Contract;
  2. security, quality and risk management activities;
  3. complying with any statutory requirements and their regulations including the Anti-Money Laundering and Countering Financing of Terrorism Act 2009;
  4. complying with any regulations of a professional body of which Business Studio is a member; and
  5. administering, managing, developing and improving Our business and services.
4. Additional information about how Business Studio uses personal information is set out in Our Privacy Policy, available on www.businessstudio.co.nz/privacy.
5. Each Party may transfer personal information shared with it to any of its affiliates or contractors or subcontractors or suppliers in relation to any set of the purposes set out herein. Some of these recipients may be located outside the country or territory where the personal information originated, or the data subjects are located. Each Party may disclose the personal information only where it has a lawful basis to do so and any appropriate contractual or comparable safeguards required by applicable data protection legislation are in place to protect the personal information being disclosed.
Ownership, Storage, & Destruction of Working Papers
1. We will store financial records electronically.
2. We will store financial records that we hold on your behalf for a period of ten years after the applicable balance date. At the end of that period, unless you ask us to send that information to you, the records will be destroyed using a secure document destruction service.
3. The working papers that We produce in the course of performing the Services are Our property and We have no obligation to disclose Our working papers to You or to any other person.
4. You acknowledge that We may, after a period of time, destroy Our working papers, reports and other records relating to the Services, including any of Your documents that have come into our possession, in accordance with Our standard procedures relating to document retention.
Intellectual Property Rights
1. Intellectual property rights in all documentation, systems, materials, methodologies and processes (tools) brought to and utilised by Business Studio in relation to the Services or created in the course of providing the Services, and in all working papers and reports, remain vested in Business Studio.
2. Subject to the requirement to treat confidential information as confidential, any spreadsheet, database, system, technique, methodology, idea, concept, information or know-how developed in the course of the Contract may be used in any way We deem appropriate, including by or for Our clients, without any obligation to account to You.
3. In the case of documentation or software prepared by Business Studio for You, We may, on termination or completion of the Contract, retain one copy of such information as a professional record of Our involvement.
Circumstances outside each party’s control
1. Neither Party will be liable to the other for any failure to fulfil obligations caused by circumstances outside its reasonable control PROVIDED that this term does not apply to the Client’s obligations to pay for the charges of Business Studios.
Assignment
1. Neither Party may assign, transfer, charge or otherwise deal with its rights or obligations under the Contract without the prior written consent of the other Party, except that Business Studio may transfer its respective rights and obligations to a legal entity contracted to take over all or part of Business Studio’s business.
Termination of Engagement
1. The Contract may be terminated by either party by written notice.
2. If we are no longer permitted to provide You with a particular Service detailed in the Contract due to audit independence standards, We will work with You to immediately vary or terminate the Contract.
3. You will pay Business Studio all of its outstanding charges for work done for You up to the date of termination.
4. Where You terminate the Contract before we have completed the Services, You will pay any additional costs incurred by Us in connection with the early termination.
5. The provisions of the Contract, whether expressly or by implication, are intended to survive its termination or expiry will survive and continue to bind both Parties.
Resolving Disputes
1. The Contract is governed by New Zealand law.
2. Should any dispute arise, the Parties will attempt to resolve it in good faith by senior level negotiations (this may include mediation using the services of an agreed mediator).
3. If the dispute is not resolved through negotiation or mediation, the New Zealand Courts will have exclusive jurisdiction, over all claims that may arise out of or in connection with the Contract.
Employment
1. During the term of this Contract or within 12 months of its termination or completion, neither Party will directly or indirectly solicit for employment any of the other Party's employees who have been providing Services or otherwise connected with this Contract without the other Party's prior written consent.
Changes to our Terms of Business
1. We may change these Terms from time to time by notice to You in writing, which may be by email or publication on our website.
Your Feedback
1. We value Your feedback. We aim to obtain, either formally or informally, a regular assessment of Our performance, which may include any suggestions as to how Our service can be improved, changed, or exceeds expectations. If You wish to make a complaint, please contact Us via complaints@businessstudio.co.nz.
Contacting Us
1. If You have any questions about our Terms of Business, please feel free to reach out to Us:

Business Studio Innovators Limited

10 Arnold Savage Place Richmond Nelson 7020

+64 21 164 8493

accounts@businessstudio.co.nz

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