Terms of engagement and service

Cloud Based Accountants Limited
Version: 1.2
This version applies and replaces any earlier version, including any version I/we signed.
Updated: 12 October 2026

These terms apply to every accounting, financial reporting, tax and advisory service we provide. Our quotes, invoices, engagement letters and client correspondence refer to these terms. Where they do, these terms form part of our agreement with you. Please read them carefully. If anything is unclear, contact us before you instruct us.


1. ABOUT THESE TERMS 

  1. These Terms of Engagement and Service (Terms) set out the basis on which Cloud Based Accountants Limited provides services to you. They are also your Terms of Engagement and Authority. 

  2. You accept these Terms when you do any of the following:
    (a) sign a Terms of Engagement and Authority or engagement letter with us;
    (b) accept a quote from us that refers to these Terms;
    (c) instruct us to provide services, whether in writing, by email, by text or verbally; or
    (d) continue to use our services after these Terms are published or updated. 

  3. These Terms replace and supersede any Terms of Engagement and Authority you previously signed with us.
    The version published here is the version that applies. 

  4. A quote or written instruction may set out the specific services, frequency and fees for your engagement.

These Terms apply to all such services.


2. DEFINITIONS 
"we", "us", "our" means Cloud Based Accountants Limited, including its staff. 
"you", "your" means the client who engages us, in their personal capacity, and every entity they have engaged us for (see clause 19). 
"Accounting Services" means the accounting, financial reporting and tax services we provide to you, including the preparation of Financial Statements, special purpose financial reports and tax returns. 
"Advisory Services" means the services described in clause 9, including workflow automation advice, virtual CFO services and general business advice. 
"Services" means the Accounting Services and the Advisory Services we provide to you, as quoted or specified under clause 3. 
"Financial Statements" means financial statements, special purpose financial reports and other financial reports we prepare for you. 
"Third-Party Software" means any software, application, platform or online service that is not owned by us, such as accounting, payroll, banking, automation and integration platforms. 
"IRD" means Inland Revenue Department. 
"ACC" means Accident Compensation Corporation.


3. SCOPE OF SERVICES 

  1. We will provide the services you instruct us to provide, in the form, at the intervals and at the frequency set out in our quote or otherwise specified, including by verbal, text or email instruction. 

  2. Services may include:
    (a) Accounting Services, such as preparing Financial Statements, special financial reports and tax returns; and
    (b) Advisory Services, such as workflow automation advice, virtual CFO services and general business advice. 

  3. Work that is not included in our quote or your instructions is outside the scope of the engagement. We will let you know before we carry out out-of-scope work, and it will be charged in addition to the quoted fees. 

  4. Our engagement continues from the date you first accept these Terms until it is cancelled under clause 17.


4. SCHEDULING AND TIMING 

  1. We schedule the Services at times and on dates that fit our existing work schedule, at our sole discretion. 

  2. We do not guarantee that any Service will be delivered on a specific date or at a specific time, unless we have agreed that with you in writing. 

  3. You can reasonably expect us to deliver the Accounting Services before the relevant statutory due dates, provided you have given us all the information we need to complete the work at least 60 (sixty) days before those due dates. 

  4. Timeframes for Advisory Services are as set out in our quote or as otherwise agreed in writing. They depend on you providing information, access and decisions when we need them.


5. YOUR RESPONSIBILITIES 

  1. You agree to provide, in a timely manner, all records, documents, access to bookkeeping platforms and other systems, and any other information we request to carry out your instructions.

  2. You are responsible for the accuracy and completeness of the information you give us. 

  3. You are responsible for any delays, and any consequences, that result from a failure to provide all relevant records and information.


6. PROFESSIONAL STANDARDS 

  1. We perform the Accounting Services in accordance with the financial reporting framework standards of the Accountants and Tax Agents Institute of New Zealand (ATAINZ), Standard 1. 

  2. ATAINZ may require access to your records and our related working papers for quality assurance purposes. You agree to this access.

  3. We provide all Services, including Advisory Services, in accordance with the ethical and professional obligations that apply to us as members of ATAINZ.


7. NATURE OF OUR ACCOUNTING WORK 

  1. Our Accounting Services are a compilation engagement. They are not an audit or a review. We do not audit or review your affairs to verify the accuracy of the information you provide, and we give no assurance on the Services or on the Financial Statements. 

  2. You cannot rely on the Services to detect errors or fraud, or to disclose internal control weaknesses, illegal acts or other irregularities. However, we will tell you about any errors, illegal acts or irregularities we identify during the engagement. 

  3. Independence is not required for a compilation engagement. If we become aware that we are not independent of the entity for which Financial Statements are prepared, we will say so in our compilation report. We do not carry out a comprehensive review to determine whether we are independent of that entity. 

  4. We will attach our Accountants' Statement and Disclaimer to your Financial Statements, setting out our responsibilities.


8. PURPOSE AND USE OF REPORTS 

  1. Financial Statements and tax returns are prepared for your use only, for the purpose of determining your income tax liabilities. The same applies to financial reports required for any other purpose. 

  2. Where needed, we prepare Financial Statements as special purpose reports at your request, for use by you, the IRD, and your bankers and financiers. 

  3. Reports, forecasts, recommendations and other material we prepare as part of the Advisory Services are for your internal use only, unless we agree otherwise in writing. 

  4. We are not responsible to any other person or entity for the contents of the Financial Statements, reports or other material we prepare. We are not liable for any losses, claims or demands by any third party.


9. ADVISORY SERVICES

  General

  1. In addition to Accounting Services, we may provide Advisory Services. These include:
    (a) workflow automation advice: reviewing your business processes and systems, and recommending, designing, configuring or implementing automations, integrations and Third-Party Software;
    (b) virtual CFO services: ongoing financial management support, such as management reporting, budgeting, cash flow forecasting, financial analysis, key performance indicators and attending management or board meetings in an advisory capacity; and
    (c) general business advice: advice on business planning, structure, pricing, growth and operational matters. 

  2. The scope, deliverables and fees for Advisory Services are as set out in our quote or as otherwise agreed in writing. Advisory Services are not a compilation engagement, an audit or a review, and we give no assurance on the information they are based on. 

  3. Our advice is based on the information you provide and the circumstances at the time we give it. We do not verify that information. If your circumstances change, or if information you gave us was incomplete or inaccurate, our advice may no longer be appropriate. We are not required to update advice after we have given it unless you engage us to do so. 

    Your decisions 

  4. You are responsible for all decisions you make about your business, including whether to act on our advice and how to implement it. We do not take on any management responsibility for your business. 

  5. When we provide virtual CFO services, we act as an external adviser. We are not an officer, director or employee of your business, and we have no authority to make decisions or enter into commitments on your behalf unless you have authorised us in writing to do so. 

  6. Forecasts, budgets and projections are estimates based on assumptions. Actual results are likely to differ, and the differences may be material. We do not guarantee any outcome from our advice, including any saving, efficiency, profit, funding or other result. 

    Matters outside our advice 

  7. Unless we agree otherwise in writing, our Advisory Services do not include:
    (a) legal advice;
    (b) regulated financial advice under the Financial Markets Conduct Act 2013, including advice on investments, KiwiSaver or other financial products;
    (c) insurance advice; or
    (d) specialist employment, IT security or privacy compliance advice. Where any of these is relevant, we recommend you obtain advice from a suitably qualified specialist. 

    Workflow automation and Third-Party Software 

  8. We do not own or control Third-Party Software. Your use of it is governed by the provider's own terms and conditions, and you are responsible for any subscription or licence fees (see clause 14). 

  9. We are not responsible for the performance, availability, security, defects, updates or discontinuation of any Third-Party Software, or for any loss of data or service caused by it. 

  10. Before any automation, integration or system change goes live, you are responsible for reviewing, testing and approving it. You are also responsible for keeping adequate backups of your data and for managing user access to your systems. 

  11. We will access your systems only as you authorise and only for the purposes of the engagement. When the engagement ends, you should remove or change any access you have given us. 

  12. Once you have paid our fees for them, you may use the workflows, templates, reports and other deliverables we create for you in your own business. We keep ownership of our pre-existing materials, methods, know-how and general templates, and we may continue to use them for other clients without disclosing your confidential information.


10. YOUR AUTHORITY FOR US TO ACT 

  1. Obtaining information.
    You authorise us, for the purposes of the Privacy Act, to contact any organisation by telephone, in writing or online to obtain information we need to complete reports, Financial Statements or tax returns for all your personal and business interests. This includes banks, tax pooling providers, solicitors, the IRD, ACC and all other government agencies. 

  2. You acknowledge that this information would not otherwise be available to us because of Privacy Act restrictions. You agree that these Terms may be used as written confirmation of your authority for us to obtain it. 

  3. IRD and ACC access.
    You authorise us to access and change your information held by the IRD and ACC for all tax types. We may do this by telephone, in person, in writing or online, including through myIR and ACC online services. 

  4. Tax agent.
    You authorise us to act as your tax agent with the IRD for all tax types. This includes full representation with all tax pooling providers. 

  5. Signing returns.
    Where we consider it appropriate, you authorise us and our staff to sign tax and ACC returns on your behalf.

  6. Cloud and AI services
    You authorise Cloud Based Accountants Limited to use reputable cloud and artificial intelligence (AI) services, which may process information outside New Zealand under privacy safeguards comparable to the Privacy Act 2020, to assist in delivering its services. Only information necessary for the task will be shared, de-identified where practicable, and only with providers whose terms prohibit using it to train their AI models. All AI-assisted work is reviewed by Cloud Based Accountants Limited, which remains responsible for it. You may opt out of AI-assisted processing at any time by written notice.

11. COMMUNICATIONS 

  1. You consent to us sending you electronic messages, including email, text and SMS, through any communication channel. These may include information about our services, special offers and invitations to client events. 

  2. You can opt out of promotional messages at any time by using the unsubscribe option in the message or by telling us. We will still send you messages about the Services we provide to you.

12. LIMITATION OF LIABILITY 

  1. We will use reasonable skill and care in providing the Services at all times. 

  2. Our total liability for any loss, damage or expense (including legal costs) that you suffer or incur directly as a direct result of any act or omission by us in providing the Services, whether in contract, tort (including negligence), equity or otherwise, is limited to the fee (excluding GST, disbursements and expenses) you paid us for the Services in question. 

  3. For Accounting Services that relate to more than one financial year, the limit in clause 12.2 is based on the fee paid for the financial year in which the act or omission occurred. 

  4. For Advisory Services provided on an ongoing or retainer basis, such as virtual CFO services, the limit in clause 12.2 is based on the fees paid for those Advisory Services in the 12 months before the act or omission occurred. 

  5. We are not liable for any loss of profit, revenue, opportunity or data, or for any indirect or consequential loss. 

  6. Any claim against us must be brought within twelve (12) months of the date the Services in question were completed.


13. FEES AND PAYMENT 

  1. Our fees are as set out in our quotes or invoices. Depending on the Service, fees may be fixed, charged as a regular (for example, monthly) fee, or charged on a time basis at our current hourly rates. 

  2. You agree to pay all invoices issued under these Terms on or before the due date shown on the invoice. 

  3. If payment is not received by the due date, you agree to pay all costs of collecting the overdue amount, together with any late payment interest and charges. 

  4. Each invoice, and each payment made against it, is remuneration for Services provided up to the invoice date. No payment is a prepayment or an overpayment for any Services. 

  5. Fees are based on the most recently accepted quoted rates, whether or not the period of that quote has expired. 

  6. No refund is payable if Services are cancelled, regardless of whether you or we give notice of cancellation.


14. THIRD-PARTY FEES 

  1. Where we pay fees to third-party providers on your behalf (for example Xero, automation or integration platforms, or the Companies Office), you must reimburse us on or before the due date on our invoice for those fees. 

  2. If you do not reimburse us within that time, the third-party services may be terminated or cancelled immediately. You accept and approve this. 

  3. We are not responsible for any loss of service or data resulting from the cancellation of third-party services because you did not reimburse us in time.


15. SUSPENSION FOR NON-PAYMENT 

  1. All Services will stop immediately if any invoice becomes overdue. 

  2. Services will resume only once all overdue invoices have been paid in full, including any late payment interest and charges on those invoices.


16. RETENTION OF RECORDS 

  1. We may keep possession of your records used in this engagement until all outstanding fees are paid.


17. DURATION AND CANCELLATION 

  1. We will continue to provide the Services until either you or we give written notice of cancellation. 

  2. A notice of cancellation must clearly state the future date from which the Services are cancelled. 

  3. You must pay all fees for Services provided up to the cancellation date. 

  4. Cancelling one type of Service (for example, virtual CFO services) does not cancel other Services unless the notice says so.


18. CHANGES TO THESE TERMS 

  1. We may update and republish these Terms from time to time.

  2. You agree to review the published Terms regularly. The latest published version replaces all earlier versions, including any version you signed, and you agree to be bound by it.


19. ENTITIES AND AUTHORITY TO BIND 

  1. The person who engages us accepts these Terms in their personal capacity and, where applicable, on behalf of every entity named in our quote, engagement letter or other written instructions. 

  2. That person confirms that they are authorised to bind each of those entities to these Terms.