Terms and Conditions

J W Smeaton Limited Standard Terms & Conditions – March 2026

These Standard Terms of Engagement apply to all professional services provided by JW Smeaton Limited.

By engaging our services, instructing us to perform work on your behalf, or providing information required for the performance of our services, you acknowledge that you have read, understood, and agree to be bound by these Terms of Engagement.

They continue unless varied or cancelled by either of us by notice in writing to the other.

We note, our professional body requires us to cover a range of other matters, which makes the terms more detailed. As far as possible we have arranged the details in appendices to make them easier to assimilate. Please check what we have set down here agrees with your understanding.

Guarantee

You are the best judge of our performance. If you are not satisfied with our work or think our fee is excessive, we invite you to contact any partner of the firm, who will investigate without cost to you and suggest a remedy. If you are still not happy you can also lay a complaint with Chartered Accountants Australia and New Zealand.

Please check that the services we are performing for you match your understanding of what should be occurring.

Appendix 1: Who Does What?

1.1 Our Responsibilities

1. We will prepare financial statements in accordance with standards and guidelines issued by Chartered Accountants Australia and New Zealand and the External Reporting Board (XRB). Where required by legislation or requested by you, we will prepare annual accounts in accordance with generally accepted accounting practice in New Zealand. If necessary, we will provide additional explanations to give a true and fair view. We will comply with the Financial Reporting Act 2013, or other applicable statute or reporting frameworks such as Special Purpose Financial Reporting. We will prepare other annual accounts in compliance with the applicable legislation. Periodic management accounts are not governed by legislation and will be prepared on the basis you request.
2. We will describe what general basis of accounting we use to compile the accounts in notes to the financial statements along with any significant departures from that basis. We will outline any significant departures in our compilation report, which is provided with all annual accounts that include a balance sheet.
3. It is not a professional requirement to be independent before carrying out compilation work. However, we will outline any other relevant relationship in our compilation report, for example where a Director of JW Smeaton Limited is a trustee of a client trust.
4. We will not audit, review, or carry out any other checks on the accuracy or completeness of the information you provide. It is your responsibility to provide accurate and complete information.
5. We will not take active steps to identify weaknesses in your internal accounting system, errors, illegal acts, or other irregularities, for example, fraud or non-compliance with laws and regulations. However, should we become suspicious of omissions or irregularities, we will report this to you.
6. We will deliver financial statements and other outputs to the applicable individual, partners of a partnership, directors of a company and trustees of a trust. We will file tax returns with appropriate supporting data. It is up to you to provide copies to other interested parties, for example company shareholders.
7. We will explain or, where appropriate, redraft any element of these terms to ensure you understand them and consider them reasonable.

1.2 Your Responsibilities

1. You are responsible for providing us with all information needed to properly compile the accounts and returns promptly at the times agreed. We will provide a checklist to help you identify that information.
2. You are responsible for the assertions in the financial statements and for what appears in your tax returns. It is your responsibility to ensure the information you give us is accurate and complete and meets all your obligations set out in the tax laws.
3. You must disclose all sources of income and can only claim expenses that were incurred to earn income. You must have all the supporting documents required by Inland Revenue.
4. You are responsible for paying your taxes by the due dates, and for paying any penalties and/or interest arising from late payments, errors, wrong estimates, or any other cause.
5. Where JW Smeaton Limited is not acting as trustee for a client trust, it is the trustees’ obligation to meet the requirements of the Trusts Act 2019 (not the firm’s).
6. For client companies,
   1. you will advise JW Smeaton Limited in advance of any proposed company shareholder change as these can carry unintended tax consequences. JW Smeaton Limited will not be responsible for any losses caused by such a change if not advised to us in advance.
   2. you will advise JW Smeaton Limited within 6 months of the start of the company’s financial year (30 September for most companies) if the shareholders wish to opt in or opt out of statutory financial reporting or audit requirements in accordance with ss 207H to 207K of the Companies Act 1993. JW Smeaton Limited will not be responsible for any consequences caused by the relevant resolutions not being completed within the specified time frame if not advised to us in advance.
7. You are responsible for the adequacy of your insurance and ACC covers.
8. You authorise us to approach third parties as may be appropriate for information that we consider necessary to deal with your affairs.
9. You will inform us if the information we compile is intended for disclosure to any person or body and how you expect them to use it. This does not apply to:
   • The directors, shareholders, partners, trustees, or equivalent office holders of your enterprises as listed in this letter, and
   • Inland Revenue.
10. You will let us know if any of these terms are unclear or seem unreasonable and we will explain or redraft them to make sure you are happy.

Appendix 2: Fees, Disbursements, Billing, and Payment

Our fees are based on the time it takes us to do the work and the experience and qualifications of the people involved. Typically, more complex and high value work will be priced at a higher hourly rate. Other personnel who may be involved are charged at rates commensurate with their experience and qualifications.

Where appropriate we will add any authorised disbursements and expenses to our invoices incurred while performing our services for you. This includes third-party service charges, such as Xero and specialists tax advice from Deloitte, Findex, or Peter Loerscher.

If the scope of the work should change, or an estimate of the fee be exceeded, we will promptly advise you in writing and agree necessary changes to the fee structure or billing arrangements.

Invoices are payable within 20 days of the end of the month following the month they were invoiced, unless otherwise agreed. We may issue interim invoices for work in progress, with a final invoice on completion. We can also arrange with you to make regular payments in advance if that suits your business better.

Where our services are provided to a company or other entity, any person who signs a Letter of Engagement, or who instructs us to perform the Services, provides information for the purposes of the engagement, or otherwise authorises us to act on behalf of the entity, acknowledges that the Services are being carried out at their request.

Such person(s) agree that they are jointly and severally liable, together with the entity and with each other, for payment of our fees and any other amounts payable in connection with the Services.

If payment is not received by the due date, JW Smeaton Limited may seek recovery of the outstanding amounts from the entity and/or any such person(s) who have signed the Letter of Engagement or otherwise instructed or authorised the engagement, without being required to first pursue recovery from the entity.

If payment of any invoice is not received by the due date, we may:

• Discontinue further work until the account is paid
• Charge interest of 1.5% per calendar month on any outstanding balance after the due date. This interest will be compounded from the due date to actual payment.
• Give the debt to our solicitor or debt collection agency for collection. In such circumstances you consent to us providing our solicitor or debt collection agency with information necessary to collect the debt. Recovery fees and costs will be charged to you as well as the debt owing.
• Hold all records and related material which have been used for this engagement until all outstanding fees are settled.

Appendix 3: Everything Else

3.1 Ownership of Records

You retain ownership of all documents you provide to us so we can carry out your work. We will return them to you when the work is completed. All documents, workpapers and drafts that we create remain our property. We store them for 7 years after the appropriate balance date. After 7 years we may destroy them at our discretion using a secure document destruction service.
Should you decide to transfer this work to another accountant we will transfer, in electronic format, all information about your affairs that is essential for the new accountant to perform the professional services previously provided by JW Smeaton Limited unless there is a legal duty to withhold that information.

Physical copies of client data are stored securely at our offices located at 7 Bond Street. Electronic data is also stored and maintained at this location.

3.2 Authority to Act

By agreeing to these terms, you authorise us to act as your tax agent with Inland Revenue for all tax types and all your associated entities. You give us permission to access your tax records, including electronic records, held by Inland Revenue. Under our tax agency you will receive an extension of time for filing your income tax returns and paying income tax, provided your returns have been filed on time in prior years.

You also agree to authorise us to communicate with your bankers, solicitors, finance companies, government agencies and any other relevant third party to obtain information required to complete our work for you.

3.3 Information and Disclosure

We conduct this engagement in accordance with professional standards, rules and ethical requirements of Chartered Accountants Australia and New Zealand CAANZ. Information we obtain in the course of this engagement is subject to confidentiality requirements, as well as our obligations under the Privacy Act 2020. We will not disclose that information to other parties, without your express consent, except as required by law or professional obligations, staff or subcontracted labour.

One such professional obligation includes a provision of the NZICA Code of Ethics which deals with actual or potential “non-compliance with laws and regulations” (NOCLAR). If, during the ordinary course of completing our engagement, we become aware of any such non-compliance which poses substantial harm (such as adverse consequences to investors, creditors, employees or the public), we may be required to disclose this information to an appropriate authority.

We will not share your confidential information with anyone outside the firm without your permission unless there is a legal (eg AML suspicious transaction reporting) or professional obligation to do so.

As members of CAANZ we are subject to disciplinary procedures and rules. Our work and files are subject to practice review by which compliance with professional standards is monitored. You agree that CAANZ, its reviewers and/or its disciplinary bodies may have access to our files, including client information, relating to this engagement. All CAANZ employees and contractors are required to maintain the strictest confidentiality.

3.4 Outsourcing and third-party providers

To provide our services to you, we may need to access and use services and products that are owned by third parties. We may provide your information to these third parties solely as required to perform our work for you and not for any other purpose. Such third parties include:

• the cloud-based software platform Xero,

If you have any concern about our use of third-party and cloud-based services, please speak to us.

In accepting this engagement, you provide us with your express consent to disclose your information to:

• our service providers or regulatory bodies to the extent required to provide our services to you;
• our professional advisors or insurers to the extent required to protect our interests regarding this engagement;

Certain third-party providers will require a direct authority in order for your information to be provided to us for use in completing the engagement. If we require a direct authority from you, we will advise you and provide you with express instructions on completing.

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 regarding your information.
Your information will be kept by third-party providers in electronic format. Other third parties store information “in the cloud” so we do not know its physical location.

We may retain your information during and after our engagement:

• to comply with legal requirements
• as part of our regular IT back-up and archiving practices
• to perform our work for you under this engagement
• to comply with our professional and ethical obligations

We will continue to hold all such information confidentially.

If we want to mention that you are a client for promotional purposes, we will seek your permission before doing so.

3.5 Client Due Diligence

JW Smeaton Limited must comply with the Anti-Money Laundering and Countering Financing of Terrorism Act 2009 (AML/CFT Act). Our work for you may be captured under the Act in conducting certain activities, including acting as a formation agent, acting as a nominee shareholder or trustee, managing client funds, or engaging in transactions for buying or selling land or a business or other legal entity/arrangement. If you request us to perform any of these captured activities, we will only perform such work after we have conducted customer due diligence required under the AML/CFT Act and satisfied ourselves that we can proceed with the work.

When we conduct customer due diligence required by the AML/CFT Act, the information we request from you will differ depending on the entity (for example, individuals, companies, and trusts are subject to different requirements) and the level of assessed risk. Information required may include passports, address verification by way of recent utility bill, bank statement, or government agency letter, Certificates of Incorporation or Registration, Trust Deeds or Partnership Agreements, proof of authority of persons acting for you, and proof of source of funds.
As well as our obligations to undertake due diligence, the AML/CFT Act requires us to report suspicious activity or prescribed transactions to the relevant authority. Under such circumstances, we may not disclose information to you about suspicious activity reports or prescribed transactions, in accordance with FIU Suspicious Activity Reporting Guidelines.

3.6 Liability

We will not accept liability for negligence or any other reason to anyone but you, our client. We will include a disclaimer to this effect in our compilation report. We set a limit on our liability to you for negligence or any other reason at 10 times the annual accounting fee.

We will not be responsible or liable if information we need to carry out our tasks properly is withheld, concealed, or erroneously supplied to us. We also will not be responsible for transactions that we are unaware of that exist outside of the financial records, such as property or barter transactions. Any claim against us must be made and notified to us within one year of the date we complete the work set out in this agreement.

3.7 Commissions

We note that our firm receives commissions from Xero (New Zealand) where we arrange or manage Xero subscriptions on behalf of clients. The commission is calculated as a percentage of the total subscription fees and is retained by our firm.

3.8 Reporting Standards

As part of this engagement, special purpose reports will be prepared for each entity in accordance with the applicable reporting framework:

for Not-for-Profit Entities, in accordance with the Public Benefit Entity (PBE) Standards appropriate to their size and reporting obligations;

for Sole Traders, in accordance with the Tax Administration Act 1994 and the Tiered Accounting Framework for Smaller Organisations (TAFSO);

for Trusts, in accordance with the Tax Administration Act 1994 and the Tiered Accounting Disclosure for Trusts and Other Entities (TADTO);

for Companies, in accordance with the Tax Administration Act 1994 and the Tiered Accounting Framework for Smaller Organisations (TAFSO), consistent with the accounting requirements for small companies under the Tax Administration (Financial Statements) Order 2014, all for tax reporting purposes.

Appendix 4: Sample Compilation Report and Disclaimer

The following example shows a typical Compilation Report and Disclaimer which appears on financial information we prepare.

COMPILATION REPORT to the directors/partners/trustees/proprietor of [Entity Name]

Scope

We have compiled these financial statements of [Entity Name] for the [year/period] ended [Date Month Year] as set out on pages [first page number] to [last page number] from the information you provided. Our work was carried out to the professional standards promulgated by [Chartered Accountants Australia and New Zealand/CPA], in particular Service Engagement Standard No. 2: Compilation of Financial Information [or equivalent standard]. The financial statements have been prepared, as you instructed, in accordance with [the financial reporting framework/basis of accounting] described in Note 1 to the financial statements (the statement of accounting policies).

Departure from reporting framework (if required)

We draw attention to Note [Note Number] of the financial statements. There is a departure from the identified financial reporting framework in that [Describe departure].

No assurance expressed

You directed us to use accounting expertise to compile the financial statements from information you provided. Your instructions did not include verification or validation of that information. No audit or review engagement has been performed and accordingly we express no assurance on the financial information.

Responsibilities

You are responsible for the information contained in the financial statements and have determined that the [the financial reporting framework/basis of accounting] adopted is appropriate for your intended uses of the financial statements. The intended users are you and the Inland Revenue Department.

The financial statements were prepared exclusively for your benefit. We do not accept responsibility to any other person for the contents of the financial statements.

Independence (if required)

We are not independent of [Entity Name] because [reason why not independent, for example, the accountant is a formal or de facto shareholder / director / partner / trustee / lender].

Disclaimer of liability statement (when appropriate)

As mentioned earlier in our report, we have compiled the financial information based on information provided to us which has not been subject to an audit or review engagement. Accordingly, neither we nor any of our employees accept any responsibility for the reliability, accuracy or completeness of the compiled financial information nor do we accept any liability of any kind whatsoever, including liability by reason of negligence, to any person for losses incurred as a result of placing reliance on the compiled financial information.

JW Smeaton Limited
Chartered Accountants
Dunedin
10th Mar 2026