STANDARD TERMS AND CONDITIONS OF BUSINESS
1. APPLICABLE LAW
This engagement letter, the schedule of services and or standard terms and conditions of business are governed by, and should be construed in accordance with South African law. Each party agrees the courts of South Africa will have exclusive jurisdiction in relation to any claim, dispute or difference concerning this engagement letter and any matter arising from it. Each party irrevocably waives any right to object to any action being brought in those Courts, to claim that the action has been brought in an inappropriate forum, or to claim that those Courts do not have jurisdiction.
2. CLIENT IDENTIFICATION
As with other professional services firms, we are required to identify our clients for the purposes of the RSA anti-money laundering legislation. We may request from you, and retain, such information and documentation as we require for these purposes and/or make searches of appropriate databases.
3. COMMISSIONS AND OTHER BENEFITS
In some circumstances we may receive commissions or other benefits for introductions to other professionals or in respect of transactions which we arrange for you. Where this happens we will notify you in writing of the amount and terms of the payment and receipt of any such commissions or benefits. The same will apply where the payment is made to or the transactions are arranged by a person or business connected with ours. The fees you would otherwise pay will not be reduced by the amount of the commissions or benefits.
We are committed to providing you with a high quality service that is both efficient and effective. However, should there be any cause for complaint in relation to any aspect of our service please contact DEIRDRE WALDECK. You may also escalate your compliant by contacting my continuity partner HELEN GREENBERG. We agree to look into any complaint carefully and promptly and do everything to put it right. If you are still not satisfied you can refer your complaint to our professional body, the Chartered Institute of Management Accountants (CIMA).
Communication between us is confidential and we shall take all reasonable steps to keep confidential your information except where we are required to disclose it by law, by regulatory bodies, by our insurers or as part of an external peer review. Unless we are authorised by you to disclose information on your behalf this undertaking will apply during and after this engagement.
We may, on occasions, subcontract work on your affairs to other tax or accounting professionals. The subcontractors will be bound by our client confidentiality terms.
We reserve the right, for the purpose of promotional activity, training or for other business purposes, to mention that you are a client. As stated above we will not disclose any confidential information.
6. CONFLICTS OF INTEREST
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 interest then we regret that we will be unable to provide further services.
If there is a conflict of interest that is capable of being addressed successfully by the adoption of suitable safeguards to protect your interests then we will adopt those safeguards. Where possible this will be done on the basis of your informed consent. We reserve the right to act for other clients whose interest are not the same as or are advisers to you subject of course to the obligations of confidentiality referred to above.
7. DATA PROTECTION
We confirm that we will comply with the provisions of the Protection of Information Act when processing personal data about you and your family. In order to carry out the services of this engagement and for related purposes such as updating and enhancing our client records, analysis for management purposes and statutory returns, legal and regulatory compliance and crime prevention we may obtain, process, use and disclose personal data about you.
Should we resign or be requested to resign we will normally issue a disengagement letter to ensure that our respective responsibilities are clear.
Should we have no contact with you for a period of 6 (SIX) months or more we may issue to your last known address a disengagement letter and hence cease to act.
9. ELECTRONIC AND OTHER COMMUNICATION
Unless you instruct us otherwise we may, where appropriate 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.
With electronic communication there is a risk of non-receipt, delayed receipt, inadvertent misdirection or interception by third parties. We use virus-scanning software to reduce the risk of viruses and similar damaging items being transmitted through emails or electronic storage devices. However electronic communication is not totally secure and we cannot be held responsible for damage or loss caused by viruses nor for communications which are corrupted or altered after despatch. Nor can we accept any liability for problems or accidental errors relating to this means of communication especially in relation to commercially sensitive material. These are risk you must bear in return for greater efficiency and lower costs. If you do not wish to accept these risks please let us know and we will communicate by paper mail, other than where electronic submission is mandatory.
Any communication by us with you sent through the SA postal system is deemed to arrive at your postal address 7 (SEVEN) working days after the day that the document was sent.
10. FEES AND PAYMENT TERMSr fees may depend not only upon the time spent on your affairs but also on the level of skill and responsibility and the importance and value of the advice that we provided, as well as the level of risk.
If we provide you with an estimate of our fees for any specific work, then the estimate will not be contractually binding unless we explicitly state that will be the case.
Where requested we may indicate a fixed fee for the provision of specific services or an indicative range of fees for a particular assignment. It is not our practice to identify fixed fees for more than a year ahead as such fee quotes need to be reviewed in the light of events. If it becomes apparent to us, due to unforeseen circumstance, that a fee quote is inadequate, we reserve the right to notify you of a revised figure or range and to seek your agreement thereto.
- Minimum fees for the review of Annual Financials for any business, whether a Close Corporation, Private Company, Trust, Partnership, Sole Proprietor or Co-operative, are R5,000 with the exception of a dormant entity for which the fee is R890.
- Compilation Only engagements – minimum fees R3,540
- Minimum fees for the preparation & submission of income tax returns are R890, with the exception of a NUL return for which the fee is R300.
- Attending to SARS reviews – minimum fees R890
- Our normal hourly rates are set out below. These will be increased annually in January.
- R890 per hour – consulting services
- R200-R300 per hour – accounting services
- R75 per hour – admin services
- R5.00 per km – travel recovery
- At Cost – Disbursements e.g. CIPC fees
Our fees are exclusive of VAT which will be added where it is chargeable. Any disbursements we incur on your behalf and expenses incurred in the course of carrying out our work for you will be added to our invoices where appropriate.
Unless, otherwise agreed to the contrary our fees do not include the costs of any third party, counsel or other professional fees.
In order to retain our competitive rates we must insist on payment on presentation of our invoice. Electronic fund transfers or direct deposits are preferred. Receipts and / or statements are available on request only. 5% settlement discount is offered for accounts settled within 7 days. No discounts are allowed on CIPC fees recovered from clients.
We reserve the right to charge interest on late paid invoices at 2% above bank base rates. We also reserve the right to suspend our services or 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.
If a client company is unable or unwilling to settle our fees we reserve the right to seek payment from the individual giving us instructions on behalf of the client and you agree that we shall be entitled to enforce any sums due against the individual nominated to act for you.
We reserve the right to demand a deposit when accepting any engagement where the client’s SARS affairs are in arrears. Work will only commence once this deposit has been received. The deposit will be retained until the client’s SARS arrears have been cleared, only then will the deposit be offset against any the balance due on the client’s account.
We will only assist with the implementation of our advice if specifically instructed and agreed in writing.
12. INTELLECTUAL PROPERTY RIGHTS
We will retain all copyright in any document prepare by us during the course of carrying out the engagement save where the law specifically provides otherwise.
If any provision of this engagement letter or enclosed schedules is held to be void, then that provision will be deemed not to form part of this contract.
In the event of any conflict between these terms of business and the engagement letter or appendices, the relevant provision of the engagement letter or schedules will take precedence.
14. INTERNAL DISPUTES WITHIN A CLIENT
If we become aware of a dispute between the parties who own or are in some way involved in the ownership and management of the business, it should be noted that our client is the business and we would not provide information or services to one party without the express knowledge and permission of all parties. Unless otherwise agreed by all parties we will continue to supply information to the registered office / normal place of business for the attention of all the members/proprietors. If conflicting advice, information or instructions are received from difference members/principals in the business we will refer the matter back to the management/board and take no further action until they have agreed the action be taken.
Insofar as we are permitted to do so by law or professional guidelines, we reserve the right to exercise a lien over all funds, documents and record in our possession relating to all engagements for you until all outstanding fees and disbursements are paid in full.
16. LIMITATION OF LIABILITY
We will provide or services with reasonable care and skill. Our liability to you is limited to losses, damages, costs and expenses caused by our negligence or wilful default.
EXCLUSION OF LIABILITY FOR LOSS CAUSED BY OTHERS
We will not be liable if such losses, penalties, surcharges, interest or additional tax liabilities are due to the acts or omissions of any other person or due to the provision to us of incomplete, misleading or false information or if they are due to failure to act on our advice or a failure to provide us with relevant information.
EXCLUSION OF LIABILITY IN RELATION TO CIRCUMSTANCE BEYOND OUR CONTROL
We will not be liable to you for any delay or failure to perform or obligations under this engagement letter if the delay is caused by circumstances outside our reasonable control
EXCLUSION OF LIABILITY RELATING TO THE DISCOVERY OF FRAUD ETC
We will not be responsible or liable for any loss, damage or expense incurred or sustained if information material to the service we are providing is withheld or concealed from us or misrepresented to us. This applies to fraudulent acts, misrepresentation or wilful default on the part of any party to the transaction and their directors, officers, employees, agents or advisors.
This exclusion shall not apply where such misrepresentation, withholding or concealment is or should (in carrying out the procedures which we have agreed to perform with reasonable care and skill) have been evident to use without further enquiry.
INDEMNITY FOR UNAUTHORISED DISCLOSURE
You agree to indemnify us and our agents in respect of any claim (including any claim for negligence) arising out of any unauthorised disclosure by you or by any person for whom you are responsible of our advice and opinions, whether in writing or otherwise. This indemnity will extend to the cost of defending any such claim, including payment at our usual rates for the time that we spend in defending it.
17. LIMITATION OF THIRD PARTY RIGHTS
The advice and information we provide to you as part of our service is for your sole use and not for any third party to whom you may communicate it unless we have expressly agreed in the engagement letter that a specified third party may rely on our work. We accept no responsibility to third parties for any advice, information or material produced as part of our work for you which you make available to them.
18. PERIOD OF ENGAGEMENT
Unless otherwise agreed in the engagement covering letter our work will begin when we receive your implicit or explicit acceptance of that letter. Except as stated in that letter we will not be responsible for periods before that date.
Each of us may terminate this agreement by giving not less than 30 (THIRTY) days notice in writing to the other party except where you fail to cooperate with us or we have reason to believe that you have provided us or SARS with misleading information, in which case we may terminate this agreement immediately. Termination will be without prejudice to any rights that may have accrued to either of us prior to termination.
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, unless we are required for legal or regulatory reason to cease work immediately. In that event, we shall not be required to carry out further work and shall not be responsible or liable for any consequences arising form termination.
19. PROFESSIONAL RULES AND STATUTORY OBLIGATIONS
We will observe and act in accordance with the bye-laws, regulations and ethical guidelines of the Chartered Institute of Management Accountants (CIMA) and will accept instructions to act for you on this basis. In particular you give us the authority to correct errors made by SARS where we become aware of them. We will not be liable for any loss, damage or cost arising from or compliance with statutory or regulatory obligations.
20. RELIANCE ON ADVICE
We will endeavour to record all advice on important matters in writing. Advice given orally is not intended to be relied upon unless confirmed in writing. Therefore, if we provide oral advice (for example during the course of a meeting or a telephone conversation) and you wish to be able to rely on that advice, you must ask for the advice to be confirmed by us in writing.
21. RETENTION OF PAPERS
You have a legal responsibility to retain documents and records relevant to your tax affairs. During the course of our work we may collect information from you and others relevant to your tax affairs. We will return any original documents to you. We will retain working papers for a period of two tax years from date of assessment, after which they will handed to you for archiving. Documents and records relevant to your tax affairs are required by law to be retained as follows:
- 5 years from date of assessment
Whilst certain documents may legally belong to you after which they will be we may destroy correspondence and other papers we store, electronically or otherwise, which are more than 5 years old. You must tell us if you require the return or retention of any specific documents for a longer period.
DATED: Monday, 04 January 2020