T&C’s – Gener8

Terms and Conditions of Trade

Our Terms and Conditions of trade are set out below and should be read and understood before signing our Engagement Letter.

Definitions
1. “Gener8” shall mean Gener8 Solutions LP trading as Gener8, and/or any agents or employees thereof.
2. “Client” shall mean the Client, any person acting on behalf of and with the authority of the Client, or any person purchasing Services from Gener8.
3. “Services” shall mean all services provided by Gener8 to the Client and shall include, without limitation all accounting services and the completion and supply of accounting documentation and all charges for time and attendances, labour, hire charges, insurance charges, or any fee or charge associated with the supply of Services by Gener8 to the Client.
4. “Price” shall mean the cost of the Services as agreed between Gener8 and the Client and includes all disbursements e.g. charges Gener8 pay to others on the Client's behalf subject to clause 13.4 of this contract.
Acceptance
1. Any instructions received by Gener8 from the Client for the supply of Services shall constitute a binding contract and acceptance of the terms and conditions contained herein.
2. 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.
Our Responsibilities
1. From 1 October 2018, all New Zealand accounting practices became subject to New Zealand's Anti-Money Laundering and Countering Financing of Terrorism Act 2009. 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. Accordingly, we may be required to verify your identity for the purposes of the anti-money laundering laws. We may request from you such information as we require for these purposes and make searches of appropriate databases.
2. We will conduct this engagement in accordance with the Service Engagement Standard 2 (SES-2) Compilation of Financial Information issued by New Zealand Institute of Chartered Accountants.
3. The applicable Financial Reporting framework or basis for accounting used to compile the financial information, together with any known material departures will be disclosed in the compiled financial report and will be referred to in the compilation report issued for the engagement.
4. Annual accounts for small and medium sized For-Profit Entities (SMEs) will be prepared in accordance with Special Purpose Framework for use by For Profit Entities (SPFR for FPE) as designed New Zealand Institute of Chartered Accountants.
5. The compiled financial information (except for IRD returns and income tax schedules) will contain a sentence on each page like the following: “These financial statements are to be read in conjunction with the accompanying Notes and the compilation report. These statements have been compiled without undertaking an audit or review engagement”.
6. We will provide a compilation report in all financial reports that include a balance sheet. An example of a typical report, not specific to your circumstances, is at the end of this document.
7. We will respect the confidentiality of information acquired during the compilation and shall not disclose any such information to a third party, other than our Agent Advance Finserv who are in New Delhi, India as covered by clause 30.1.
8. We will document such matters which are important in providing evidence that this compilation work has been carried out in accordance with the said standards and shall retain a record of all significant information used in the compilation.
9. We will ensure that the financial information prepared by us is consistent with our understanding of your business entity and consistent with the financial data provided by you the client and will be prepared to the best of our knowledge and will include the basis of accounting on which the information has been prepared.
10. Should we feel further specialist advice may be beneficial to your circumstances, we will contact you and advise you of our intent to solicit such advice on your behalf and get authorisation from you before we proceed.
11. We will inform you of any such matters which come to our attention during our engagement relative to clause 4.2 of this contract. The responsibility for prevention and detection lies with you.
12. If, for any reason, we are unable to complete the compilation of your financial information, or we consider the information to be misleading, we may refer to such matters within our Compilation Report or we may determine, at our sole discretion, not to issue a report.
13. We will immediately inform you of any matters that come to our attention which causes us to believe or suspect that miss-statements, illegal acts, omission or suppression of a material fact, or other irregularities exist, in relation to the entity/s of the financial information that is the subject of the engagement. If that information comes to light BEFORE commencement of the compilation, we CAN NOT compile the financial information. If it comes to light during or at the completion of the compilation, we CAN NOT permit our name being associated with the compilation. This is in accordance with Subsection 110 – Integrity, specifically clause R110.2 of the NZICA Code of Ethics.
14. We will store your records that we hold on your behalf for a period of at least seven years after the applicable Balance Date. At the end of that period, unless you advise, the records will be destroyed.
What we will not do
1. We will not conduct an Audit or Review or any other independent verification work.
2. Our services are limited exclusively to those you have engaged us to perform. Unless otherwise specified in our engagement letter, our services cannot be relied on to investigate, look for internal control weaknesses, errors, illegal acts, or other irregularities, including without limitation, fraud, or non-compliance with laws or regulations.
3. We will not accept any responsibility to any person other than you, for the contents of the compiled financial information.
4. We will not necessarily establish or maintain independence. It is not a professional requirement to be independent before carrying out compilation work of this nature. If we are aware that we are not independent, we will state this fact in our compilation report
Your Responsibilities
1. You will provide, in a timely manner, accurate and complete information necessary to ensure the engagement can be completed on a timely basis. We will rely on such information being true, correct, and complete, and will not audit the information.
2. You will keep us updated on a timely basis of any changes in your circumstances that may affect our services.
3. You will advise us if you do not want us to use our Agent, who is covered by clause 30.1, but are aware that in doing so additional costs may be incurred to complete the engagement.
4. You are responsible for the accuracy and completeness of the accounting records and other information supplied to us, and for the reliability, accuracy and completeness of the financial information compiled based on those records and information.
5. You will inform us of all income you have received and that all expense claims were incurred to earn income, and that you have all supporting documents required by the IRD. You will also provide us with copies of any correspondence you receive from the IRD immediately, to ensure we can meet any deadline imposed by the IRD.
6. You will review and approve the final compilation report for reasonableness and correctness, and understand the importance and risks of signing statutory and legal documents as being true and correct.
7. You agree that the financial information will be prepared in accordance with Clause 3.4 and the basis of accounting will be disclosed in the Notes to the compiled financial information.
8. You are responsible for paying the correct amount of tax on time, and for paying any penalties and interest arising from late payments, errors, wrong estimates, or any other reason. If we have not advised you of a tax payment you acknowledge that you will contact us before the due date to ascertain if tax is payable.
9. You will attach our compilation report and disclaimer when distributing the compilation to third parties.
10. You will inform us, in a timely manner, of any facts, discovered after the completion of the compilation engagement, that may have an impact on the compiled financial information. Where we believe the compiled financial information needs to be revised, and you agree, then revised financial information is to be compiled and that you will destroy all previously issued compiled financial information. You also agree that anyone who received the previously issued financial information will be informed of the changes.
11. You authorise us to obtain information from all relevant parties we consider necessary to deal with your affairs, and to act as your Tax Agent in respect of all tax services as required in the manner as described in clause 21.
12. You accept responsibility for advising us of any other relevant matters pertaining to any other entities you may have an interest in e.g., including, but not limited to, Trusteeships, Director’s interest in a Company and use of Company information, and to disclose all relevant information to us.
13. You are responsible for the adequacy of your own insurance and ACC covers.
14. You will inform us, in advance, of any intended Shareholding change as any change can carry unintended taxation consequences. Gener8 will not accept any liability for shareholding changes where specific advice was not obtained from us.
15. You understand that the financial information we will compile is for your personal use only. If this should change you will inform us immediately.
16. If we are working with a couple, we will advise you both on the basis that you are a family unit with shared interests. We may deal with either of you, or may discuss with either of you the affairs of the other. If you wish to change these arrangements, please let us know.
17. 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.
18. 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.
Communication
1. You must advise us of any changes to your contact details. We will send any communications to the last contact details you have provided. Unless you instruct us otherwise, where appropriate, we may communicate with you and third parties via email or by other electronic 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.
Where we produce other Tax related services other than Annual Tax returns
1. You acknowledge that as a condition of preparing your GST, FBT or RWT returns you will complete, sign as correct, and return to us any checklist that we may send you.
2. You will inform us of any changes to your GST status including your GST filing cycle, GST registration/deregistration and the use of the GST ratio method.
Professional obligations and confidentiality
1. 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).
2. 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:
  1. 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
  2. Professional obligations including:
    1. the provisions of the NZICA Code of Ethics that apply if we become aware of actual or potential ‘non- compliance with laws and regulations’ (NOCLAR). Where any such non-compliance poses substantial harm (such as adverse consequences to investors, creditors, employees, or the public), we may be required to disclose the matter to an appropriate level of management or those charged with governance and/or an appropriate authority.
    2. the provisions of the NZICA Rules and Professional Standards that subject us to practice review, 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.
    3. the provisions of the NZICA Rules and Professional Standards require us to have a process in place to monitor our quality control system to ensure it remains appropriate and relevant to the circumstances of the business. This is called Peer Review and it requires us to disclose to an independent Certificate of Public Practice (CPP) holder 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 this independent CPP holder. CPP holders are also bound by confidentiality under the NZICA Code of Ethics.
Reliance on advice
1. 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.
2. You must not act on advice given by us on an earlier occasion without first confirming with us that the advice is still valid.
Limitation of third-party rights
1. 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.
Investment and financial advisory advice
1. 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.
Conflicts of Interest
1. We will inform you should we become aware of any conflict of interest in our relationship with you (including between the various persons this engagement letter covers) 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 the persons to whom the engagement applies. If this arises, we will inform you promptly.
2. We may act for other clients whose interests are not the same as or are averse to yours, subject to the obligations of conflicts of interest and confidentiality referred to above.
Fees and Payments
1. Our fees are based on the intrinsic value of the finished product and have been set based on the level of skill, responsibility, importance, and value of the advice, as well as the level of risk.
2. Where we have provided you with an estimate of our fees for any specific work, this is an estimate only and our actual fee may vary.
3. Our fees are exclusive of GST, which will be added to our invoice where it is chargeable, unless the fee is clearly shown as GST inclusive.
4. For any disbursements made on your behalf that are less than $500, Gener8 reserves the right to charge a 10% admin fee, and anything above $500 a 5% admin fee (this does not include any software subscription we pay then on-charge).
5. Unless agreed to the contrary, our fees do not include the cost of any counsel, or other professionals or third parties engaged with your approval.
6. Certain products and services such as Company formations, Company Annual returns, FBT and RWT returns etc are charged at a standard price.
7. Where no price is stated in writing, or agreed to orally, the Services shall be deemed to be sold at the current amount as such Services are sold by Gener8 at the time of the contract.
8. The price may be increased by the amount of any reasonable increase in the cost of supply of the Services that is beyond the control of Gener8, between the date of the contract and supply of the Services.
9. Payment for Services shall be made as per the Agreed Pricing within the engagement letter received prior to commencement of work. If no upfront contract has been received, then payment should be made in full, on or before the “DUE” date as shown on the invoice.
10. Accepted forms of payment –
  1. Bank deposit / Automatic payment
  2. Direct Credit
  3. Credit card (a surcharge will be charged – the amount of surcharge will be detailed on the invoice)
11. A deposit may be required prior to commencing any work.
12. Where an arrangement has not been entered into and agreed upon by both parties, interest may be charged on any amount owing after the due date at the rate of 2.5% per month, or part month.
13. Any expenses, disbursements and legal costs incurred by Gener8 in the enforcement of any rights contained in this contract shall be paid by the Client, including any reasonable solicitor’s fees or debt collection agency fees.
14. We may also suspend our services, or to cease to act for you on giving written notice, if payment of any fees are unduly delayed. We intend to exercise these rights only where it is fair and reasonable to do so.
Agency
1. The Client authorises Gener8 to contract either as principal, or agent, for the provision of Services that are the matter of this contract.
2. Where Gener8 enters a contract of the type referred to in clause 14.1 it shall be read with, and form part of this agreement, and the Client agrees to pay any amounts due under that contract.
General Lien
1. 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.
Liability
1. The Consumer Guarantees Act 1993, the Fair Trading Act 1986, and other statutes may imply warranties or conditions, or impose obligations upon Gener8 which cannot by law (or which can only, to a limited extent by law) be excluded or modified. In respect of any such implied warranties, conditions or terms imposed on Gener8, liability shall, where it is allowed, be excluded - or if not able to be excluded only apply to the minimum extent required by the relevant statute.
2. To the maximum extent permitted by law, our maximum aggregate liability (including all principals, partners, directors, or employees) under, or in conjunction with the engagement letter or its subject matter, is limited to five times (5 x) your annual financial statements accounting fee.
3. You agree not to bring any claim against any of our principals, partners, directors, or employees in their personal capacity.
Disclaimer of liability
1. Except as otherwise provided by clause1, Gener8 shall not be liable for:
  1. Any loss or damage of any kind whatsoever, arising from the supply of Services by Gener8 to the Client, including indirect, special, or consequential loss or damages whether suffered or incurred by the Client or another person, and whether in contract or tort (including negligence) or otherwise from Services provided by Gener8 to the Client; and
  2. The Client shall indemnify Gener8 against all claims and loss of any kind whatsoever however caused, or arising and without limiting the generality of the foregoing of this clause, whether caused or arising as a result of the negligence of Gener8 or otherwise, brought by any person in connection with any matter, act, omission, or error by Gener8, its agents or employees in connection with the Services.
  3. A delay or failure to perform its obligations if the cause of the delay or failure is beyond our control.
  4. If, contrary to the disclaimer of liability contained in these terms and conditions of trade or stated on the compilation report of the prepared financial statements, Gener8 is deemed liable to the Client, following, and arising from the supply of Services by Gener8 to the Client, then such liability is limited in its aggregate as covered by clause 16.2.
Consumer Guarantees Act 1993
1. The guarantees contained in the Consumer Guarantees Act 1993 are excluded where the Client acquires services from Gener8 for the purposes of a business in terms of Section 2 and 43 of that Act.
Copyright, Intellectual Property and ownership of materials
1. Gener8 owns the copyright and all other intellectual property in all work, designs, software, systems, solutions, drawings, specifications, electronic data, and documents produced by Gener8 in connection with the Services provided pursuant to the engagement. The Client may use the work only if paid for in full, and for the purpose for which it was intended and supplied by Gener8.
2. All working papers prepared by us (in any form whatsoever, including physical and electronic) remain our property. Gener8 will retain these papers in accordance with our professional and legal obligations.
3. You agree Gener8 can use your logos and trademarks for the sole purpose of providing advice to you in connection with the engagement unless you tell us otherwise.
Personal Guarantee of Company Directors or Trustees
1. If the Client is a Company or Trust, in consideration for Gener8 agreeing to supply Services, the director(s) or trustee(s) signing this contract, and the Client, shall be jointly and severally liable under the terms and conditions of this contract, and for payment of all sums due hereunder.
Authority to act and to release information
1. If a signed authority specific to any organisation we interact with on your behalf is required in addition to this engagement letter, we will hold on file all signed authorities for three years from the date of signing to make sure they remain current. Any time they require updating they will be sent out separately to any engagement letter.
2. When we need to renew your authorities as per 22.1, we will also include any additional ones that were required within the three-year period, so they are all aligned together.
Authority to release information
1. You agree to authorise Gener8 to release to your Bank a copy of any financial information they request. This may include GST reports, Cashflows or final (signed) Annual Accounts.
Disclosure permissions
1. In accepting this engagement, you provide us with your express consent to disclose your information to:
  1. our service providers or regulatory bodies to the extent required to perform our services in respect to this engagement.
  2. our professional advisors or insurers to the extent required to protect our interests in respect to this engagement.
  3. our external peer reviewer to the extent required to review this engagement; and
  4. We use and have access to selected services that facilitate and complement our accounting services we have available to provide to you. Unless you advise us to the contrary, you authorise us to disclose to the providers of those services your details solely to enable us to facilitate those services to you without obligation. You are free to opt out of this authority at any future time.
  5. On occasion, we may use your personal information, such as your address or contact details, to provide you with industry information or to introduce you to additional services that we offer. In this regard, we may, for example, send you written or electronic communications, electronic newsletters and/or invitations to events. If at any time you do not wish to receive information such as this, we invite you to contact us and we will not send you any additional information.
2. 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 8.2).
3. 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.
4. We may mention that you are a client for promotional purposes.
Unsolicited Electronic Messages Act 2007
1. In accordance with the Unsolicited Electronic Messages Act 2007, you consent to receiving emails, texts, or other electronic transmissions such as newsletters, items of interest or promotional material involving our firm, unless you notify us to the contrary.
Privacy
1. 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 clause 8 and in accordance with the disclosure permissions outlined in clause 23. 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. It can be found here - https://gener8.kiwi/privacy-policy/
Should our engagement end
1. Either party may terminate this agreement by providing not less than seven days written notice 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. Termination will not affect any accrued rights. All outstanding fees owing to Gener8 will be immediately due and payable on the date that either party receives notice to terminate (termination date).
2. Interest will be charged at an interest rate of 2.5% per month or part month, on any fees which remain unpaid 21 days after the termination date. Gener8 may retain all client files and information until all outstanding fees have been paid.
3. If you transfer your affairs to another accountant, we will, as required by the Code of Ethics, make available such information regarding your affairs to enable your new accountant to perform the services we previously provided. This will only be done upon your full and final settlement of any fees owing to us.
4. Ownership of material provided by you remains yours, and will be returned at the completion of the engagement. For records held in cloud-based software, we will suspend your access. Should you decide to continue to use the software then please advise who to change the subscription to, or in some circumstances we can continue the subscription under our license at an agreed upon fee.
Applicable Law
1. Our engagement is governed by New Zealand The New Zealand courts have non-exclusive jurisdiction in relation to any dispute between us.
Interpretation
1. 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.
2. Failure by Gener8 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 Gener8 has under this contract.
Disputes and complaints
1. If you have any concerns about our costs or services, please speak to the person responsible for this engagement, who is identified in our engagement letter. To resolve your concerns, we have policies and procedures in place to deal appropriately with complaints and will use best endeavors to resolve a complaint or dispute to the mutual satisfaction of the parties involved. We may require you to detail your complaint in writing to allow us to fully investigate any concerns that you raise.
2. In the unfortunate circumstance that a disagreement arises and cannot be resolved amicably, we both agree to use the Fees Resolution Service of the Chartered Accountants Australia and New Zealand.
Outsourcing
1. We utilise the services of an outsourcer based in India to perform parts of the agreed services within our engagement letter. To perform the services, we provide this outsourcer with login access to our software in the same manner that an employee has so that access to your data is only to the extent this is required to perform the At all times your data is on our secure platform so does not require information to be sent anywhere, and is accordance with our privacy policy.
2. We may utilise the services of other third parties from time to time, and as separately notified to you, to perform parts of the agreed services within our engagement letter. To perform the services, we provide these third parties with access to your data to the extent this is required to perform the services.

Example of a typical compilation report that we prepare:

Reviewed: 12/10/2021

Updated: 12/10/2021