As at: July 1, 2017
We aim to do business fairly and in a transparent manner and will do our best to make sure you are happy.
Terms of Business
Accounting Concepts Ltd “ACL” has set out in this document our general terms and conditions (the “Terms and Conditions”), which together with our Engagement letter (together called “this Agreement”, will apply to all work performed by ACL for you (the “Client”) with respect to this Engagement.
1. Authorisations
Each of ACL and the client confirms that it has obtained all necessary authorisations to enter into and perform this Agreement.
2. Performance of Services
ACL will provide the Services set out in our Agreement and will use all reasonable efforts to provide the services in an efficient and timely manner, using the necessary skill and expertise to an appropriate professional standard.
To perform the services successfully, we require your timely cooperation, including:
- Providing ACL promptly with all information and documents that we reasonably require to enable us to provide the services. This also includes access to appropriate members of your staff, records, information technology, systems, and premises;
- Ensuring that all information you provide to us is true, correct and complete;
- Arranging access to third parties, where applicable;
- Making decisions promptly to facilitate the performance of services.
Unless both parties agree otherwise in writing, dates in any timetable set out in the Agreement or otherwise advised are intended for planning and estimating purposes only and are not contractually binding. The timely completion of the services requires your cooperation in the provision of information relevant to the services. Estimates of time for completion of the services are given on the assumption that we receive this cooperation. We may charge additional fees and expenses which result from delays in providing this cooperation.
The scope of the services is limited to the work specified in the Agreement. The services that we provide are not legal services and do not constitute legal advice. Either party may request changes to the services.
Our work will be based on the information provided to, or obtained by, us. We rely on you bringing to our attention any changes in the information as originally presented, as it may affect our advice. You will ensure that information supplied by you or on your behalf, to the best of your knowledge and belief, is not false or misleading and does not omit material particulars. We will not verify the accuracy and completeness of such documentation or information.
In the course of providing the services, we may provide oral comments or draft reports, presentations, letters, schedules and other documents. No reliance shall be placed on such oral comments or draft documents, conclusion or advise as they may be subject to further work, revisions, and other factors. The final results of our work will be set out in our final report or advice.
Changes in the law may take place before our advice is acted upon or may be retrospective in effect. Unless specifically stated in the Engagement letter, we accept no responsibility to inform you of changes in the law or interpretations affecting advice previously given by us.
3. Services Solely for Client Benefit
The services will be provided solely for your benefit and use unless provided otherwise in the Engagement letter. We accept no liability or responsibility to any third party in respect of the services except as required by law.
4. Confidentiality
For the purpose of this Agreement, “confidential information” means all nonpublic information or documents which either party receives or produces in connection with the services and includes ACL’s working papers, information and methodologies, but does not include any information which is or becomes generally available to the public other than as a result of a breach of this clause; known to either party prior to commencement of services; received from a third party who owes no obligation of confidence in respect of this information; or developed by either party independently of the services to which this Agreement relates.
Neither ACL nor the client may disclose confidential information about or belonging to the other without the other’s consent.
Notwithstanding the above, ACL may disclose confidential information to its insurers or legal advisors, provided it remains confidential; if required by law or by a regulatory authority including under subpoena; or if required for proper performance of the services.
5. Documents
At the end of the engagement, we will keep your file and documents for the minimum period stipulated by any relevant legislation. At the end of the minimum period, we may destroy your files and documents in a confidential manner.
If we are provided with custody of any documents by you or on your behalf, including share registers or constitution documents, these documents will be retained during the course of our appointment (unless their earlier return is requested in writing), at the end of which they will be returned to you unless separate arrangements have been made. We may retain copies.
All original documents obtained from you arising from our engagement will remain your property. However, we reserve the right to make a reasonable number of the original documents for our records.
Our engagement will result in the production of financial account and associated reports. Ownership of these documents will vest in you. All other documents produced by us in respect of our engagement will remain our property.
6. Use of Software
You agree to the Terms & Conditions of software used by ACL that you are required to access in the provision of services to you. This includes cloud based software accessed by you the Client, as instructed or made available by ACL.
7. Electronic Communication
You consent to us sending communication to you via email or other electronic means. Electronically transmitted information cannot be guaranteed to be secure or virus or error free and consequently such information could be intercepted, corrupted, lost, destroyed, arrive late, or incomplete or otherwise be adversely affected or unsafe to use. The recipient is responsible for virus checking emails and any attachments. We use virus-scanning software to reduce the risk of viruses and similar damaging items being transmitted through emails or electronic storage devices. We will not be liable to you in respect of any error, omission or loss of confidentiality arising from or connection with the electronic communication of information to you as electronic communication is not totally secure.
8. Limitation of Liability
You are liable and will indemnify and hold harmless ACL, our respective directors, employees from and against any liabilities, losses, claims, costs, damages, or expenses that may result from any third party claims arising out of or relations to the provision of the services or any use by you of any deliverable under this Agreement, including your breach of this Agreement, and will reimburse ACL for all costs and expenses (including legal fees) incurred by ACL in connection with any such action or claim.
9. Fees and Expenses
Our fees may depend not only upon the time spent but also on the level of skill and responsibility and the value of the advice that we provide. Payment of services are to be done in accordance with the terms as set out in the Engagement letter except unless mentioned. Work will not be performed until payment of a deposit is received which may result in delays in ACL performing services in a timely manner. If the service to be performed includes a monthly recurring charge, payment is deemed to be due on the first day of the month. If the due date is not a business day, payment is due on the business day before or after that date.
We may revise our fee scale from time to time. Rates quotes to you remain in force for fourteen days from the date of the proposal. We reserve the right to changes our rates and will communicate any such change directly to you with sufficient notice period, deemed to be 30 days.
We aim to provide a high quality of service at all times. If at any time you would like to discuss how the services can be improved or if you have a complaint about them, you are invited to request a meeting with any of our directors. We will investigate any complaint promptly and do what we can to resolve the difficulties. The preferred channel for any problem resolution is via email so it can be properly documented and resolved. If the problem cannot be resolved, the parties agree to enter into mediation, or some other form of alternative dispute resolution, before commencing legal proceedings. In the event of a dispute, or where fees remain unpaid beyond the due date, we reserve the right to suspend provision of the services until such time as the dispute is resolved or the fees are paid. Suspension of the services will not affect your obligation to pay us for services rendered to the date of suspension.
10. Intellectual Property Rights
We will retain all copyright in any document prepared by us during the course of carrying out the Engagement save where the law specifically provides otherwise.
11. Contractors and Third Parties
We reserve the right to employ contractors, and any reference to our staff includes contractor staff. Subject to any contrary provision in our engagement letter, we will remain liable to you for any of the services that are provided by our contractors.
12. Term and Termination
This Agreement will apply from the commencement date stated in the Engagement letter, or where no commencement date is specified, from the date of acceptance of the Agreement or the date on which the services commenced, whichever is earlier.
Either party may terminate this Agreement at any time by giving not less than 21 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 with misleading information, in which case we may terminate this Agreement immediately. If fees are not paid, we reserve the right to suspend or terminate the agreement within 5 business days. On termination, ACL is not obligated to perform any of the services listed in your engagement letter. On termination, you shall immediately pay, on request, all fees and expenses due in respect of the services provided up to the date of termination and, unless the Agreement is terminated for cause, you will pay our reasonable costs and expenses incurred in connection with the termination of the Agreement.
We may terminate the terms at any time, without notice, if we consider that a request is inappropriate or for any improper, immoral or unlawful purpose; you fail to provide us with clear or timely instructions to enable us to provide the services; we consider that our working relationship has broken down including a loss of confidence and trust; for any other reason outside our control which has the effect of compromising our ability to perform the work required within the required timeframe; or you fail to pay an invoice within 14 days of the due date. This is in our sole and absolute discretion.
On termination or completion of this Agreement, pay all amounts outstanding for services rendered. We may retain our working papers and documentation or software prepared by us and any other documentation on which our services are based to enable us to maintain a professional record of our involvement. You may retain your originals and any copies of our reports and letters made in accordance with the provisions of this Agreement.
Termination of the Agreement shall be without prejudice to any accrued rights of both parties.
In the event of termination of the engagement, 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 reasons 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 from the termination.
13. General
Relationship with other clients: We provide services to other clients, some of whom may be in competition with you or have interests which conflict with your own. We will not be prevented or restricted by virtue of our relationship with you under this Agreement from providing services to other clients.
Our relationship with you: You acknowledge and agree with our relationship with you is that of an independent contractor. Neither of us may claim or make any representation whatsoever to any third party that it is an agent of, or in partnership with, the other party and each party acknowledge that it has no power or authority to bind the other in respect of any matter whatsoever and it will not represent to any person that it has such power or authority.
Conflict of interest: You are required to advise us if you become aware of any conflict of interest of potential conflict of interest which may result in us becoming unable to remain objective in the performance of our services to you.
Governing Law: This Agreement shall be governed by and interpreted in accordance with the laws of the Cayman Islands and the courts of that region shall have exclusive jurisdiction in relation to any claim, dispute or difference concerning the Agreement and any matter arising from it.
Force Majeure: Neither of us is liable to the other for delay or failure to fulfill their obligations (excluding payment obligations) under this Agreement to the extent that any such delay or failure arises from causes beyond their control, including but not limited to fire, flood, acts of God, acts or regulations of any governmental authority, war, riot, terrorist activities, strikes, industrial disputes, including without limitation, incorrect email addresses, internet failures, computer equipment failures, other equipment failures, or non-performance of third parties.
No assignment: Neither of us may transfer, charge or otherwise seek to deal with our rights and obligations under this Agreement without prior written consent of the other party, except that we may each transfer our respective rights and obligations to any partnership or legal entity authorised to take over all or part of our business.
Validity of Agreement terms and severance: If any provision of this Agreement is held to be invalid, in whole or in part, such provision shall be deemed not to form part of and will be severed from, the Agreement. The enforceability of the remainder of the Agreement will not be affected.
Entire agreement: This Agreement forms the entire agreement between us relating to the services. It replaces and supersedes any previous correspondence, understandings or other communications (written or oral).
14. Our Obligation to Comply with the Law
We have a duty to act in your best interests. However, the duty to act in your best interests is subject to an overriding obligation to comply with the law even if that may require us to act in a manner that may be contrary to your interests.
We also have an obligation to ensure that we manage conflicts of interest as they arise.
15. Definitions
For the purpose of this Agreement: Agreement means the agreement between us as set out in these Terms of Business and our Engagement letter together with any changes to the Agreement that are agreed in writing between us.
Engagement letter means the Engagement letter or confirmation letter or services agreement to which these Terms of Business are attached or referred to.