Terms of Engagement

Last updated: October 2026

These Terms of Engagement apply to the services Ascend Inc Limited provides to you and should be read together with your engagement letter. If you have any questions about these terms, please contact us.

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. You and your spouse/partner (if applicable)

We will advise you and your spouse/partner on the basis that you are a family unit with shared interests. We may deal with either of you and may discuss with either of you the affairs of the other. If you wish to change these arrangements, please let us know.

3. Know your customer

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.

4. Your responsibilities

You must provide us with all information necessary for dealing with your affairs including information which we reasonably request, in sufficient time to enable our services to be completed before any applicable deadline. We will rely on such information being true, correct and complete and will not audit the information.

You authorise us to approach such third parties as may be appropriate for information that we consider necessary to deal with your affairs.

You must keep us informed on a timely basis of changes in your circumstances that may affect our services.

If we have agreed to act as the Registered Office for your company, you will be responsible for advising us of any director’s change of residential address immediately and advising any shareholder’s change of address prior to the annual filing of the Company Annual Return. You will also be responsible for advising us of any change of director or shareholder and provide us with associated documentation relating to any director or shareholder change including any related signed minutes and resolutions.

You are responsible for paying your taxes. We will notify you of taxes payable where we are engaged to perform services for that tax type.

5. Reporting frameworks

We will compile your periodical financial reports as well as your annual financial statements from information provided by you in accordance with Service Engagement Standard No 2 (SES-2) Compilation of Financial Statements issued by the New Zealand Institute of Chartered Accountants.

These annual financial statements will be prepared for you and for tax purposes and therefore will be prepared under the special purpose framework. Management accounts will be prepared on a tax basis of accounting. The general basis of accounting used to compile the accounts will be disclosed as part of the financial statements together with any significant departures from that basis.

6. Independence

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. However, any other relationship will be described in our compilation report.

7. Qualifications on our services

To the extent our services involve the performance of services established by law, nothing in the engagement letter or these terms reduce our obligations under such law.

You must not act on advice given by us on an earlier occasion without first confirming with us that the advice is still valid.

Our services are limited exclusively to those you have engaged us to perform.

Unless otherwise specified in the engagement letter, our services cannot be relied upon to disclose irregularities and errors, including fraud and other illegal acts, in your affairs. Neither an audit nor a review will be conducted and, accordingly, no assurance will be expressed.

Where our engagement is recurring, we may amend our engagement letter and these terms where we consider it is necessary or appropriate to do so. If you do not accept such amendments, you must notify us promptly in which case you may terminate our engagement in accordance with section 18 below and those amendments will not apply prior to such termination.

8. Reliance on advice

We will endeavour to record all advice on important matters in writing. Advice given verbally is not intended to be relied upon unless confirmed in writing. If we provide verbal advice (for example during a meeting or telephone conversation) that you wish to rely on, you must ask us to confirm the advice in writing.

9. Investment and financial advisory advice

We are prohibited from providing you with investment or financial advice regulated under the Financial Markets Conduct Act 2013, as amended by the Financial Services Legislation Amendment Act 2019.

10. Professional obligations and confidentiality

We are required to comply with all applicable by-laws, rules, regulations, professional and ethical standards and guidelines of Chartered Accountants Australia and New Zealand and the New Zealand Institute of Chartered Accountants (NZICA).

These requirements include the NZICA Code of Ethics, which among other things contains confidentiality requirements. In accordance with these requirements, we will not disclose information we obtain in the course of this engagement to other parties, without your express consent, except as required by:

• laws and regulations (for example, disclosures required under the Anti-Money Laundering and Countering Financing of Terrorism Act 2009 (including to a third-party auditor) and as required by the Common Reporting Standard)
• professional obligations including:
  • 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.
  • the provisions of the NZICA Rules and Professional Standards that subject us to practice review, trust account audits, investigations and disciplinary procedures. These rules require us to disclose to NZICA, its practice reviewers and/or its disciplinary bodies our files and workpapers including client information. In accepting this engagement you acknowledge that, if requested, our files related to this engagement, may be made available to NZICA, its practice reviewers and/or its disciplinary bodies. Employees and contractors of NZICA are also bound by confidentiality under contract and by the NZICA Code of Ethics.

The people and organisations we share your information with, and the purposes we share it for, are set out in clauses 12 and 23 to 25. We will not use your information for any other purpose without your express consent.

11. 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 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 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 referred to above.

12. Fees and payment

Our fees will be charged on the basis set out in the engagement letter and have been set based on the level of skill, responsibility, importance and value of the advice, as well as the level of risk.

If we have provided you with an estimate of our fees for any specific work, this is an estimate only and our actual fees may vary.

We may provide a fixed fee for the provision of specific services. If it becomes apparent to us, due to unforeseen circumstances, that a fixed fee is inadequate, we may notify you of a revised figure and seek your agreement to it.

If you have agreed to our monthly fee structure, we will bill monthly, and our invoices are due for payment on the 20th of the following month. We require 12 monthly payments by the time we have completed the financial year end financial statements and tax returns. If we have not received 12 payments at the completion of the annual work, we will invoice for the remaining balance. If our engagement ceases part way through a financial year, we carry no obligation to refund any payments received.

Our fees set out in our engagement letter are exclusive of GST which will be added to our invoice where it is chargeable. Any disbursements and expenses we incur while performing our services will be added to our invoices where appropriate. Unless otherwise agreed to the contrary, our fees do not include the costs of any counsel, or other professionals or third parties engaged with your approval.

We may charge interest on late paid invoices at the rate of 10% above the Reserve Bank of New Zealand cash rate.

We may also 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.

We may receive commission on certain software and services (e.g., Xero, Payroll software).

You agree to any third party service charges, such as software providers, primarily “Xero” as noted above, tax audit insurance, or similar.

Where Xero increase the cost of their plans, you agree that we may adjust your on-charged Xero fees in line with the Xero increases without prior written notice or any update to our terms of engagement.

Where we complete out of scope services to this engagement, you agree that we will charge fees based on our time incurred, up to a maximum of $275 + GST per hour.

13. Disclosure permissions

In accepting this engagement, you give us your express consent to disclose your information, to the extent needed for the stated purpose, to:

• our outsourced service providers and subcontractors listed in clause 23, to perform the services in this engagement;
• the providers of the software and AI tools described in clause 24, to perform the services in this engagement;
• regulatory bodies, to the extent required to perform our services or by law;
• our professional advisors and insurers, to the extent required to protect our interests in this engagement;
• Software for accounting firms to automate and monetise ACC support for clients (“Accelerate Plus”);
• Accountancy Insurance (“Audit Shield”); and
• our external peer reviewer, to review this engagement.

Before sharing your information with any of these parties (other than a regulatory body), we will take reasonable steps to make sure they keep it confidential on the same basis we do (see clause 10). Outsourced providers and subcontractors are bound by a written confidentiality agreement with us.

We may retain your information during and after our engagement to comply with our legal and professional obligations and as part of our regular IT back-up and archiving. We will continue to hold it confidentially.

We may mention that you are a client for promotional purposes, unless you tell us otherwise.

14. Privacy

We collect, store, use and disclose your personal information to provide the services in this engagement letter, to meet our legal and professional obligations (clause 10), and as permitted by clauses 13 and 23 to 25. We comply with the Privacy Act 2020.

• Overseas providers. Some of our providers store or process information outside New Zealand (see clause 23). We only use overseas providers that are subject to privacy laws or contractual safeguards comparable to the Privacy Act 2020. By accepting this engagement, you consent to your information being disclosed to these overseas providers for the purposes in clauses 23 and 24.
• Security. We take reasonable steps to protect your information against loss, unauthorised access, use, change or disclosure, including when it is held by our providers.
• Privacy breaches. If a privacy breach is likely to cause you serious harm, we will notify you and the Privacy Commissioner as the Privacy Act requires.
• Your rights. You can ask to see the personal information we hold about you and ask us to correct it.

Our Privacy Policy has more detail. Contact our Privacy Officer, Mike Price, at mike@ascend.net.nz with any questions or concerns.

15. Ownership of materials

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

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

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

You agree we can use your logos and trade marks for the sole purpose of providing advice to you in connection with the engagement, unless you tell us otherwise.

16. Limitation of liability

To the maximum extent permitted by law, our maximum aggregate liability (including of all our directors and members) under or in connection with this engagement letter or its subject matter is limited to 5 times the fees paid for the services. Where we have worked for you continuously, our liability will be limited to five times the fees you have paid in the 12 months before the event that caused the claim for losses.

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

To the maximum extent permitted by law, we are not liable to you for:

• indirect, special or consequential losses or damages of any kind; or
• liability arising due to the acts or omissions of any other person or circumstances outside our reasonable control, or your breach of these terms.

17. Limitation of third-party rights

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

18. Termination

Each of us may terminate this agreement by giving not less than 21 days’ notice in writing to the other party except where a conflict of interest has arisen, you fail to cooperate with us or we have reason to believe that you have provided us or any other person with misleading or factually inaccurate information, in which case we may terminate this agreement immediately. Termination will not affect any accrued rights.

19. Communication

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

20. Applicable law

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

21. Interpretation

If any provision of the engagement letter or these terms is void, that provision will be severed and the remainder will continue to apply. If there is any conflict between the engagement letter and these terms, these terms prevail.

22. 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 our engagement letter. To resolve your concerns we have policies and procedures in place to deal appropriately with complaints and will use best endeavours 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.

23. Outsourcing and subcontractors

We use outsourced service providers and subcontractors to help perform our services. We give them access to your information only to the extent needed to do that work.

Each provider and subcontractor:

• has signed a confidentiality agreement with us that covers client information;
• is required to keep your information secure and use it only for our services; and
• has been through our due diligence on their data security before receiving any client information.

Our current providers are:

We also use cloud-based software and storage (including Xero, Microsoft, FYI (document storage and practice management software), Adobe, Mailchimp, 2Shakes and Connectworks) whose servers may be outside New Zealand. We will tell you if we add a provider that will have access to your information. We remain responsible to you for the work our providers do.

24. Use of technology and AI

We use software, including artificial intelligence (AI) tools, to help deliver our services more efficiently and accurately. Examples include coding transactions, extracting data from documents, drafting correspondence and preparing working papers.

When we use AI tools:

• a qualified member of our team reviews any AI-assisted work before it is relied on or sent to you, and we remain responsible for our advice and services;
• we only use business-grade tools whose providers do not use your information to train their own models; and
• we limit the information shared to what the task needs.

The tools we currently use include Xero, Microsoft 365 Copilot, FYI, Claude, Nylon, Syft Reporting, Spotlight Reporting and The GAP. Our Privacy Policy has more detail on the tools we use and where they store information.

25. Withdrawing consent

If you do not agree to the use of AI tools or providers under clauses 23 and 24, please contact us to discuss. We may not be able to provide some services without them, in which case either of us may end the engagement under clause 18.

Questions about these terms?

Please contact Mike Price, Director, Ascend Inc Limited at mike@ascend.net.nz or get in touch with our team.