Terms and Conditions

These Terms and Conditions form part of your engagement with BetterCo (The Better Co Limited) and apply to all services we provide unless otherwise agreed in writing.

1. 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.

2. Family unit advice

Where we act for you and your spouse or partner, we will advise you 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. Please notify us in writing if you wish to change this arrangement.

3. Reporting framework

Your annual reports will be prepared by adopting the Special Purpose reporting framework, in accordance with the principles set out in the New Zealand Income Tax Act 2007. These annual reports are solely prepared to satisfy the reporting requirements to meet your tax obligations and should not be used for any other purpose. Where the engagement includes the compilation of financial statements, we will compile these in accordance with Service Engagement Standard 2: Compilation of Financial Information issued by Chartered Accountants Australia and New Zealand.

Each page of the financial statements will be conspicuously marked as unaudited; you will attach our disclaimer when distributing them to third parties; and we will not accept responsibility to any person, other than you, for their contents.

4. Anti-Money Laundering and Countering Financing of Terrorism

We are required to comply with the Anti-Money Laundering and Countering Financing of Terrorism Act 2009. We must undertake customer due diligence on certain clients we engage with and may be required to verify your identity for these purposes. We have engaged FirstAML as our specialist third-party provider to assist us in managing and complying with these obligations, including gathering, assessing and securely storing any information required.

By requesting our services, you agree to provide us with the personal information reasonably required to conduct initial due diligence and ongoing monitoring, and you authorise us to hold that information securely. You must also provide us with all documents and information, and complete any certificates required by us or our bankers, to enable us to comply with our obligations under the United States Foreign Account Tax Compliance Act (FATCA), the OECD Common Reporting Standard (CRS), and any other similar laws.

You acknowledge and agree that we may confirm identity via electronic means, including but not limited to driver licence checks via NZTA. You acknowledge that we may have obligations to report suspicious transactions and related activities to the Financial Intelligence Unit of the New Zealand Police (FIU). You unconditionally agree that we may provide any information required by law to them. We may terminate this engagement immediately in the event you are investigated by the New Zealand Police for any matter, including money laundering, criminal activity or fraud.

5. Professional obligations and NOCLAR

We are required to comply with the 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), including the NZICA Code of Ethics. These requirements include confidentiality obligations. Where we become aware of actual or potential non-compliance with laws and regulations ('NOCLAR') that 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, those charged with governance, or an appropriate authority.

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

6. Conflicts of interest

We will inform you if we become aware of any conflict of interest in our relationship with you (including between the various persons this engagement covers) or in our relationship with you and another client. Where conflicts are identified that cannot be managed in a way that protects your interests, or where you do not consent to the way we propose to manage the conflict, 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. We may act for other clients whose interests are not the same as, or are adverse to, yours, subject to the obligations of conflicts of interest and confidentiality.

7. Confidentiality

Both parties acknowledge that they may, in the course of the engagement, acquire information that is proprietary or confidential to the other party. Both parties agree to hold such information in strict confidence and not to divulge it, except: as required by law or professional regulation; as is already, or becomes, public knowledge other than through breach of this engagement; as authorised in writing by the other party; or to the extent reasonably required for the purposes of the engagement (including disclosure to officers, employees or professional advisers on a need-to-know basis).

8. Tax pooling intermediaries

We may utilise the services of tax pooling intermediaries from time to time, as separately notified to you, to manage your tax payment obligations. To perform these services, we provide these third parties with access to your data to the extent required. Information sharing will occur in accordance with our Privacy Policy.

9. Outsourcing

We may utilise the services of other third-party contractors from time to time in providing aspects of your accounting work. These services may include accounting file preparation and/or data entry, auditing, and hosting of data on cloud-based servers. To perform these services, we provide third parties with access to your data to the extent required. Information sharing will occur in accordance with our Privacy Policy.

10. Software and commissions

As part of our commitment to providing comprehensive and efficient services, we may recommend various software solutions that we believe will benefit your business operations. We may receive a commission from Xero, a third-party software vendor, for subscriptions purchased for our clients through our partnership plan. This is a standard business arrangement and does not influence our recommendation. Our primary objective is to ensure you receive the best possible service and software that aligns with your business requirements.

11. Electronic communications

Electronic communication such as email and virtual workspaces may be used to enable us to communicate with you. As with other means of delivery, this carries the risk of inadvertent misdirection or non-delivery. It is the responsibility of the recipient to carry out a virus check on any attachments received or downloaded. As internet communications are capable of data corruption, we do not accept responsibility for changes made to communications after their despatch.

For this reason, it may be inappropriate to rely on advice contained in an email without obtaining written confirmation. All risks connected with sending or making available commercially sensitive information are borne by you and are not our responsibility. If you do not accept this risk, you should notify us in writing that electronic communications are not an acceptable means of communication. You consent to us sending you electronic messages, including Commercial Electronic Messages as defined in the Unsolicited Electronic Messages Act 2007, unless you advise us otherwise.

12. Electronic signatures

This proposal is sent to you via Ignition, which provides secure electronic signing. The Electronic Transactions Act 2002 governs the legal application of electronic signatures in New Zealand. By signing this proposal electronically, you consent to transact business using electronic communications and to use electronic signatures in lieu of paper documents where appropriate.

13. Limitation of liability

To the maximum extent permitted by law, our liability for any and all loss or damage suffered by you in connection with the Services will be limited to three times the amount of professional fees paid to us for the Services. You agree to release us from all claims arising in connection with the Services to the extent our liability would exceed this amount. Where the Services were provided over more than one financial year, the fee on which the liability amount is based will be the fee paid in respect of the financial year in which the act or omission first occurred.

All claims against us, whether in contract, negligence or otherwise, must be commenced within two years after the party bringing the claim becomes aware (or ought reasonably to have become aware) of the facts giving rise to the action, and in any event no later than three years after the alleged breach of contract, negligence or other cause of action arises.

Where this engagement applies to more than one client, this limitation of liability must be allocated among those clients; such allocation is a matter to be resolved between them. You agree to look only to the specific legal entities named in this engagement, or the insurance maintained by that entities, to satisfy our obligations or liabilities to you. No other officers, partners or employees will be liable for our obligations.

14. Indemnity by client

To the maximum extent permitted by law, except in the case of fraud or dishonesty on our part, you agree to indemnify us and hold us harmless against any losses, claims, costs, expenses, actions, demands, damages, liabilities or other proceedings incurred by us in respect of any claim by a third party (whether in contract, tort or otherwise) arising from any breach by you of your obligations under this engagement.

We will not be liable for any losses, claims, expenses, actions, demands, damages, liabilities or other proceedings arising out of reliance on any information provided by you or your representatives which is false, misleading or incomplete. You agree to indemnify us and hold us harmless from any such liabilities we may have to you or any third party as a result of reliance on information that is false, misleading or inappropriate. These indemnities include all costs incurred by us, including legal costs on a solicitor-client basis, and the costs of any expert engaged by us to advise on or assist with the claim.

15. Insurance

We confirm our understanding that the adequacy and extent of your insurance covers are regularly reviewed by brokers or insurance companies and discussed with you by them. We are not responsible or liable for this function.

16. Our staff

You agree that during the provision of the Services, and for the period of six months after, you will not make any offer of employment to any of our partners, directors or employees involved in the provision of the Services, without our prior written consent. If you employ any of our partners, directors or employees involved in the provision of the Services during this period, you agree to pay us a fee equal to 20% of the remuneration package offered to the person concerned.

17. Health and safety

Both parties agree to comply with their obligations under the Health and Safety at Work Act 2015 and any applicable regulations. The parties will consult, coordinate and cooperate with each other whenever they share a health and safety duty in relation to the same person or subject matter. Each party will adopt and implement a health and safety policy, which shall take priority at its workplace.

Each party agrees that its staff will follow the other party's health and safety policy when visiting the other party's workplace. You will provide our staff with an appropriate health and safety briefing whenever our staff are required to visit your workplace.

18. Verbal 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.

19. Lien over papers

You acknowledge and agree that, to secure payment of any and all amounts outstanding to us from time to time, we have a lien over all papers, files, documents, records and deeds belonging to you and received by us while providing the Services, including any money we are holding on your behalf and files and documents relating to other matters that have been completed and paid for by you (whether stored in physical or electronic form).

20. Our work papers and intellectual property

You acknowledge that the work papers we produce in the course of our work, which are not an integral part of the end product of that work, are our property and remain confidential to us. Where reasonably possible, we will inform you if any other person seeks access to our work papers and seek your comment before granting access unless we are compelled to do otherwise at law.

We retain ownership of the copyright and all other intellectual property rights relating to the provision of the Services and our working papers. Any software, spreadsheets or other intellectual property we provide is for your own use and must not be copied, distributed or used for any other purpose. We do not provide any warranties in relation to your use of such items.

21. Retention of records

During the course of our work we will collect information from you and others acting on your behalf and will return any original documents to you. You should retain them for at least seven (7) years after the end of the income year to which they relate. Inland Revenue may extend this period for a further period not exceeding three (3) years.

At the end of this engagement we will keep your file and documents for the minimum period stipulated by any relevant legislation, after which we may destroy them in a confidential manner. You authorise us (without further reference to you) to destroy all files and documents for this engagement (other than any documents we hold in safe custody for you) seven (7) years after the engagement ends, or earlier if we have converted those files and documents to electronic format.

22. Privacy

We may collect, store, use and disclose your personal information for the purpose of providing the Services described in this engagement and to comply with our obligations under applicable laws. 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. In accepting this engagement, you provide us with your express consent to disclose your information to: our service providers and regulatory bodies to the extent required to perform the Services; our professional advisors or insurers to the extent required to protect our interests; and 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 your information confidential on the same basis we maintain in respect of your information.

23. Disputes and complaints

If you have any concerns about our costs or services, please speak to the person responsible for this engagement, who is identified in this engagement letter. We undertake to look into any complaint carefully and promptly and to do all we can to explain our position to you. We have policies and procedures in place to deal appropriately with complaints and will use our best endeavours to resolve any complaint or dispute to the mutual satisfaction of the parties.

24. Governing law

This engagement is governed by New Zealand law. Any dispute arising out of any advice or material is subject to the exclusive jurisdiction of the New Zealand courts.

25. Termination

Either party may terminate this engagement by giving formal notice in writing of not less than 20 working days. Upon receipt or provision of such notice, we will work in a timely manner to complete outstanding work and hand over records to ensure minimal disruption. We may terminate this engagement by giving not less than 7 days' notice in writing where a conflict of interest has arisen, where you fail to cooperate with us, or where we have reason to believe that you have provided us or any other person with misleading or factually inaccurate information. In such cases, we may terminate immediately. Termination will not affect any accrued rights.

26. Variation of these terms

Where this engagement is recurring, we may amend these terms where we consider it necessary or appropriate to do so. If you do not accept such amendments, you must notify us promptly, in which case you may terminate this engagement in accordance with the Termination clause above, and those amendments will not apply prior to such termination.

27. Changes to your circumstances

You must keep us informed on a timely basis of any changes in your circumstances that may affect our services, including major, unusual or sensitive transactions or proposed transactions. You must also advise us of any changes to your contact details. We may send any communications to the last contact details you have provided.

28. Use of Artificial Intelligence (AI)

We may use Artificial Intelligence (AI) and other technology assisted tools in providing our services to you. Such tools may be used to support activities including but not limited to quality assurance, research, drafting, analysis and administrative processes.

Where we use AI or other similar technologies:

• We will do so in a manner consistent with our professional and ethical obligations;
• We will take reasonable steps to protect the confidentiality and security of your information;
• We will exercise professional judgment and appropriate human oversight and quality control procedures in relation to any material output generated using AI;
• We remain responsible for the services that we provide and any advice or deliverables produced for you;
• We may use AI and other technology providers, including providers located in Australia or overseas, where doing so is consistent with applicable law, our privacy obligations and this engagement.

We may adopt, discontinue or change the AI tools and technologies that we use during the course of our engagement without further amendment to this engagement letter, provided such use remains consistent with our legal, professional and ethical obligations and the terms of this engagement.