OFFICE MANAGEMENT SOLUTIONS LIMITED - ENGAGEMENT TERMS AND CONDITIONS - JANUARY 2026
1. YOUR ACKNOWLEDGEMENTS
1.1. This agreement becomes binding when you accept the LOE (hardcopy or electronic), including any schedules or appendices. You are immediately bound by these terms.
1.2. No amendment is valid unless in writing and signed by authorised representatives of both parties.
1.3. By accepting this agreement, you confirm you are lawfully entitled to enter it, are not insolvent, and understand it creates enforceable obligations, including payment.
1.4. If acting as a trustee, you confirm that trust provisions do not limit your indemnity obligations to us and will notify us of any significant changes affecting this agreement.
1.5. You acknowledge that:
(a) Only statements or agreements in writing by us are binding; verbal statements or advice are not.
(b) Both parties will comply with electronic messaging laws (e.g., Unsolicited Electronic Messages Act 2007, Contract and Commercial Law Act 2017).
(c) You must promptly update your contact details; we may communicate via email or electronic means, and you remain responsible for virus checks.
(d) We are not responsible for delayed, misdirected, or intercepted communications.
(e) We may securely destroy files and documents seven years after completion, or earlier if electronic copies exist.
(f) We do not provide legal, investment, or insurance advice; any comments are personal views only.
(g) We are tax agents approved by Inland Revenue but are not Chartered Accountants. Services do not constitute comprehensive accounting or specialist tax advice.
(h) We are not liable for loss, corruption, or deletion of files or data; you are responsible for backups of important data.
2. DISCLOSURE
2.1. You acknowledge that:
(a) We may refer you to third-party products or services, and we may receive referral benefits.
(b) A third party may also receive consideration.
(c) Any referral benefits we receive will be disclosed to you.
2.2. We do not manage software subscriptions (e.g., Xero, MYOB, Fergus) or provide discount rates; such offers are solely from the software provider.
2.3. Any assistance we provide in relation to software, including setup, configuration, troubleshooting, or training, is chargeable and will be billed at our standard hourly rates.
3. ERRORS AND OMISSIONS
3.1. We are not liable for typographical, clerical, or other errors or omissions, except if caused by our negligence or wilful misconduct.
4. PAYMENT TERMS
4.1. At our sole discretion, the fee shall be:
(a) As indicated on any invoice furnished by us to you;
(b) If billing is on a time and attendance basis, the fee is charged in accordance with our current hourly rate schedule, as outlined in the Letter of Engagement (“LOE”). Rates are subject to annual review; and
(c) If an estimated fee is offered (subject to clause 5), the estimate is not a quotation; it is based on your brief to us. The fee shall not be deemed binding upon us as the final fee, as only upon completion of the services can the final fee be confirmed. In the interest of being fair and reasonable in respect of pricing, we agree to keep you informed if we consider that the final fee may exceed the original estimate by more than 10%, so that you can grant approval before we proceed further.
(d) Any fee estimate provided (subject to clause 5) is indicative only and not a fixed quote. Interim invoices may be issued monthly for all work completed to date.
4.2. The fee will be payable by you on the date determined by us, which may include the following:
(a) On or before the supply/delivery of the services; or
(b) Credit Approved Client’s:
(i) As agreed by both parties, by the date as stated in our schedule for payments; or
(ii) Payment by instalment will be billed monthly, (first month due at the time of sign-up) unless otherwise stated in the schedule of payments and shall include the reasonable value of authorised variations; or
(iii) Upon the issue of an invoice/statement to your email address, payment is due by the 20th of the month following the date of the invoice.
4.3. Receipt for payment can be made by direct bank transfer, direct debit, credit card (surcharges may apply) or any other method acceptable, and agreed to, by us. Outside of these options, we must grant permission first, before the supply of any documentation or commencement of any services will occur.
4.4. Subscription fees:
(a) Subscription invoices are issued from the date of commencement monthly and are separate from any fixed monthly fees covered by the LOE; and
(b) All Subscription fees are set-up on an automatic payment authority; and
(c) If you have paid Subscription fees upfront, and you have provided written notice to cancel this service in accordance with clause 12.1, you will be issued a pro-rata refund of any unused Subscription fees based on the portion of the then-current Subscription Period remaining.
4.5. You must not withhold payment or apply set-off against our invoices, except as agreed in writing. Any invoice dispute must be notified in writing within 7 days, specifying the issue. Undisputed amounts remain payable by the due date. We will review disputes in good faith and correct any errors via subsequent invoice or credit.
4.6. Apart from where we state otherwise, GST is excluded in the fee, for all relevant services supplied (including but not limited to, all services, costs, duties, fees, and freight charges) except where GST is explicitly shown as included in the fee.
5. VARIATIONS
5.1. We reserve the right to amend the fee (upon written notice to you):
(a) If a variation to the services is requested by you outside of what is covered in the LOE; or
(b) Reimbursable expenses such as printing charges per sheet for additional copies of reports etc.; and
(c) As a result of increases beyond our reasonable control (e.g., third-party suppliers’ costs, etc.); and
(d) Any adjustment to the fee due to variations will be covered in detail in the next invoice issued by us.
5.2. You will have the opportunity to respond to such additional costs, failure to reply within 10 days for the revised fees will be deemed to acceptance of additional charges, will permit us to assume that the variation invoice is accepted without dispute. Payment will be due as per the date stated on the said invoice.
6. PROVISION OF THE SERVICES
6.1. We will endeavour to commence the services on the commencement date specified in the Letter of Engagement (“LOE”) and to complete them within the timeframe stated or as otherwise mutually agreed. However, we will not be liable for any loss or damage you may incur due to delays beyond our control, including where such delays are caused by late or incomplete provision of necessary information from you. This includes (but is not limited to) late filings, penalties, use-of-money interest, or other consequences arising from delayed returns. While we are not responsible for such delays, we will make every reasonable effort to complete the services promptly and keep you informed throughout the process.
6.2. Where we are engaged to assist in maintaining or operating your bank account(s) for the purpose of creating payment batches (e.g., for supplier invoices or reimbursements), you must provide us with an Authority to Act with the respective financial institution. This authority must also include permission to process payment of our invoices and approved disbursements. We maintain internal control procedures to safeguard your accounts to the extent of our role. You will receive regular transaction reports for all payments processed by us.
6.3. Where our services involve responsibilities governed by law or regulation (e.g., IRD reporting obligations), nothing in this LOE or these terms diminishes or overrides our legal obligations.
6.4. Our reports, financial statements, and bookkeeping outputs are based on information provided for a particular period. These may not be suitable for use at a later date or for a different purpose without first confirming with us that they remain appropriate.
6.5. Our engagement is limited strictly to the services specified in the LOE. Unless explicitly agreed otherwise, our work does not include procedures to detect irregularities, errors, fraud, or other unlawful acts. We do not perform audit or review engagements, and therefore no assurance will be expressed.
6.6. Where our engagement is ongoing, we may update this LOE and/or these terms where reasonably necessary or appropriate. If you do not agree to any such updates, you must notify us promptly. In that case, you may terminate our engagement as outlined in clause 12.
7. GUARANTEE OF SERVICES
7.1. If you believe our fees are excessive or are dissatisfied with the services provided, we encourage you to contact us directly. We will investigate your concerns at no cost to you and propose an appropriate resolution. If you remain unsatisfied, you may lodge a complaint with the disciplinary body of the Institute of Certified NZ Bookkeepers at www.icnzb.org.nz.
8. TITLE
8.1. Retention of Title
Ownership of any documentation or deliverables we provide in connection with the services remains with us until all amounts owing (including fees, interest, and any applicable charges) have been paid in full in cleared funds, and all your obligations under this agreement have been met. Until then, we will retain full rights and title to such materials.
8.2. General Lien
We reserve the right to exercise a general lien over any of your documents or property in our possession (including reports, records, or working papers) if any amounts remain unpaid under this or any other agreement between us. You acknowledge that we are not required to release such documents until full payment is received. If we exercise a lien, we are not liable for any loss resulting from delay in releasing the documents.
9. INTELLECTUAL PROPERTY
9.1. All rights, titles, and interests in and to all Intellectual Property (including documents, software, spreadsheets, training materials or any other electronic tools created by us) always will remain our exclusive property and shall only be used by you at our discretion.
9.2. Third-Party Software and Online Services
Notwithstanding clause 9.1, you acknowledge that any software, online platforms, or digital tools we use (e.g., Xero, MYOB, Fergus or other accounting/automation software) remain the property of their publishers. You are granted a licence to use such software/services as required to support the services we provide. We may access these platforms as needed to perform the services or comply with regulatory obligations.
9.3. All documentation supplied by us whether in paper or electronic form (upon completion of the services, you shall be entitled to one printed version and an electronic PDF file), our copyright mark must always be displayed on such documentation.
9.4. You agree to indemnify us against any claims by third parties for any breach of the Intellectual Property caused by you. Furthermore, where you have supplied any Intellectual Property to us, you warrant that the supply of such Intellectual Property does not breach any patent, trademark, design, or copyright.
9.5. Use of Third-Party Tools, AI, and Data Handling
In delivering our services, we may use trusted third-party providers, data storage solutions, and technology-assisted tools, including automation or AI platforms.
(a) All outputs generated through such tools are reviewed by our staff before inclusion in client deliverables.
(b) Your data may be stored or processed offshore in accordance with our Privacy Policy and professional obligations under the Privacy Act 2020 and the ICNZB Code of Ethics.
(c) You must notify us of any restrictions that may limit our use of these tools, which could affect service delivery.
(d) We may provide updates or industry news using these platforms unless you opt out.
10. INLAND REVENUE AND TAX RETURNS
10.1. Our standard fees do not cover responding to Inland Revenue reviews. Any additional work required will be billed separately.
10.2. You must carefully review and approve all tax returns we prepare to ensure income and information are complete and accurate, as penalties may apply for undeclared income.
11. LATE PAYMENT, RECOVERY COSTS & SUSPENSION OF SERVICES
11.1. Default Interest
If payment is not received by the 20th of the month following the date of the invoice, default interest may be charged at the rate of 1.5% per month, compounded monthly (equivalent to approximately 19.56% per annum). Interest may be charged both before and after the entry of any judgment by a court.
11.2. Recovery Costs
In addition to default interest, you agree to indemnify us for all costs and expenses incurred in recovering any overdue amounts. This includes (but is not limited to) dishonour fees, chargeback fees, legal costs on a solicitor-client basis, in-house administration fees, and fees charged by any third-party debt collection agency engaged by us.
11.3. The charges described in clauses 11.1 and 11.2 reflect the actual costs to us arising from late payment and are not intended to operate as a penalty.
11.4. Suspension of Services
We may suspend services without notice if payment remains overdue or if you indicate you will not meet your payment obligations. Suspension does not limit our right to recover amounts owed.
11.5. Personal Guarantees
Where a personal guarantee has been provided by a director, trustee, or other individual, we may enforce that guarantee to recover unpaid amounts.
11.6. Survival
This clause survives termination of this agreement until all outstanding amounts are paid.
12. TERMINATION
12.1. Either party may terminate this agreement:
(e) At any time giving 30 days written notice; or
(f) Immediately the other becomes insolvent or otherwise ceases to carry on business or commits any material breach of this agreement.
12.2. We may terminate this agreement if:
(a) You fail to meet your obligations under this agreement (including, but not limited to, payment of fees or complying with the scope of services covered in the LOE); or
(b) There is a change of circumstances beyond our reasonable control that prevents us providing services to you.
12.3. If this agreement is terminated by you, you agree:
(a) To pay any fees for any services up to the date of termination and accept that any fixed monthly payments that are paid for services in advance will be stopped but will be calculated on a pro-rata basis for all services performed up until the date of termination. Any overpayments made to us by you (if any) will be refunded within 14 days once your account with us has been reconciled; and
(b) Return any documentation or property that belongs to us. You acknowledge that we may retain any of your documentation held by us until all outstanding fees are paid in full, in accordance with Clause 8.2.
12.4. Termination of this agreement by us is without prejudice to any rights we may have under this agreement, including the right to charge interest on overdue amounts, recover unpaid fees, and exercise a general lien as outlined in Clause 8.2.
13. PRIVACY POLICY
13.1. We will collect, store, use, and disclose your personal information in accordance with the Privacy Act 2020. Where applicable (for example, if you are located in the European Economic Area or have dealings within the EU), we will also comply with relevant EU Data Privacy Laws, including the General Data Protection Regulation (“GDPR”).
13.2. You acknowledge and agree that your personal information may be collected and used by us for the following purposes:
(a) Assessing your credit risk (if any);
(b) Administering your instructions (for the purpose of our services including obtaining information for the Inland Revenue, ACC, Solicitors, Third Party Suppliers, Insurance Company, Investors and/or Banking Institutes);
(c) Receiving information from one or more credit reference agencies, relating the credit record and repayment history pertaining to you;
(d) Disclosing credit-related information to, and using the credit services of, one or more credit reference agencies, on a continuing basis at any time and entirely at its discretion concerning your creditworthiness.
13.3. You authorise us to make ongoing use and disclosure of this personal information for the duration of the business relationship and understands that this is a continuing authority unless and until withdrawn in writing.
13.4. In accordance with the Privacy Act 2020, you (if an individual) have the right to:
(a) Access personal information held about them by us; and
(b) Request correction of that information if it is inaccurate, incomplete, or outdated.
13.5. We agree to take reasonable steps to destroy or remove any personal details that could identify you when the information is no longer needed, unless we are required to keep it by law or to meet our obligations under this Contract.
13.6. If you believe your privacy has been breached or that your personal information has been mishandled in any way, they may lodge a complaint by contacting our Privacy Officer:
Email: info@omsolutions.co.nz
Post: The Privacy Officer
Office Management Solutions Limited,
4 Tohill Court, Alexandra 9320, CENTRAL OTAGO.
13.7. We will acknowledge the complaint within 7 calendar days of receipt. If further investigation is required, we will aim to provide a written response or resolution within 20 calendar days of the original complaint.
13.8. If you are not satisfied with our response, you can make a complaint to the Privacy Commissioner at www.privacy.org.nz.
13.9. For the purposes of this clause, “Personal Information” has the meaning given to it in section 7 of the Privacy Act 2020, namely: “information about an identifiable individual.”
14. CONFIDENTIALITY & CONFLICT OF INTERERST
14.1. All information acquired in connection with our engagement is subject to strict confidentiality. We will not disclose any information to third parties except as required or permitted by law (for example, disclosures to Inland Revenue) or with your express written consent.
14.2. To comply with legal obligations and regulatory requirements, we may also need to verify the identity of our clients before providing services. This may include confirming identity and address using official records and other reasonable checks.
14.3. Both parties agree to treat all non-public information as confidential. This includes any documents, materials, or knowledge related to either party’s business, clients, operations, suppliers, or financials. Such information will not be used or disclosed, except as necessary to provide or receive the services under this agreement or the Letter of Engagement (“LOE”). Each party will take reasonable steps to protect the other party’s confidential information.
14.4. Where your information is stored or processed using third-party cloud service providers (i.e. Xero, MYOB, or other platforms), we and the providers are committed to maintaining confidentiality, subject to any legal disclosure obligations. However, we are not liable for any loss resulting from failures or security breaches in the technology infrastructure of those providers.
14.5. We will return your confidential information at your request and may securely destroy it if instructed. However, we may retain one archival copy if required to comply with our professional or legal obligations.
14.6. We will promptly inform you of any conflict of interest that arises in our relationship with you (including conflicts between individuals or entities covered under the LOE) or between you and another client. If a conflict arises that cannot be managed in a way that protects your interests, or if you do not consent to the proposed conflict management approach, we may need to cease providing services to one or more affected parties.
14.7. We may provide services to other clients whose interests may differ from or conflict with yours. We will manage such situations in accordance with our obligations under clauses 14.1 and 14.6.
15. MISCELLANEOUS
15.1. Assignment:
(a) Neither party may assign, transfer, or sub-license this agreement or any part of it without the prior written consent of the other party, which shall not be unreasonably withheld.
(b) You may not give instructions directly to, or redirect the work of, any of our employees, contractors, or sub-consultants without our written consent.
(c) Any permitted assignment does not release the assigning party from its obligations under this agreement.
15.2. Sub-Consultants:
We may engage sub-consultants at our discretion to perform part of the services. All sub-consultants remain bound by our confidentiality and privacy policies, including compliance with the Privacy Act 2020. Use of sub-consultants does not relieve us of our obligations under this agreement.
15.3. Client Interaction with Sub-Consultants
(a) You must not instruct, or redirect, any sub-consultant or third-party provider without our written consent.
(b) If we pay any sub-consultant on your behalf, you must reimburse us, including any handling fees as per our fee schedule.
(c) If you reasonably consider any employee or sub-consultant unsuitable, you may request a replacement, and we will arrange this promptly.
15.4. Dispute: Any dispute arising under this agreement must be notified in writing with full details. If not resolved within 10 days (or an agreed timeframe) through discussions or mediation, the dispute will be resolved by a sole arbitrator under the Arbitration Act. Alternatively, where applicable, the dispute may be dealt with through the disciplinary body of the Institute of Certified NZ Bookkeepers (www.icnzb.org.nz).
15.5. Jurisdiction:
(a) If any part of this agreement is found to be invalid or unenforceable under any jurisdiction, it shall be amended only as necessary to make it enforceable, without affecting the remaining provisions.
(b) his agreement is governed by the laws of New Zealand. Any dispute not resolved through mediation shall be subject to the jurisdiction of the Alexandra Courts of New Zealand.
15.6. Legislation and health & Safety:
(a) Compliance with Laws: Both parties agree to comply with all applicable New Zealand laws, including the Consumer Guarantees Act 1993, Fair Trading Act 1986, and Contract and Commercial Law Act 2017. Nothing in this agreement is intended to contract out of these or other applicable legal obligations.
(b) Health and Safety: If we perform services on your premises:
(i) You must ensure the site complies with all applicable health and safety laws (including the Health and Safety at Work Act 2015) and provide a safe working environment.
(ii) You must inform us of relevant policies, rules, hazards, and risks before our personnel attend.
(iii) We will take reasonable steps to ensure the safety of our personnel, including complying with site-specific instructions, using appropriate PPE, and being properly trained.
(c) Professional Standards: We will comply with the ICNZB Code of Ethics and may disclose incidents where client non-compliance with laws causes serious adverse consequences to investors, creditors, employees, or the public.
15.7. If you are ever in breach of clause 15.5(a), then you accept and agree to indemnify us against all claims, liability, losses, or costs imposed or incurred by us, because of such a breach.
15.8. Limitation of Liability:
(a) Notification: Any claim relating to our services must be notified in writing within three (3) months of delivery of the work. Claims after this period are excluded.
(b) Liability Cap: Our total liability for any claim is limited to the fees paid for the relevant services (excluding GST and disbursements) or the amount recoverable under our professional indemnity insurance, whichever is greater.
(c) Ongoing Engagements: For multi-year services, liability is limited to the fees paid in the year the issue first arose.
(d) No Personal Liability: No individual staff member, contractor, or director is personally liable.
(e) Time Limit: Any liability ends on the earlier of six (6) years from the end of engagement or as allowed under the Limitation Act 2010.
(f) Exclusion of Indirect Loss: We are not liable for indirect, special, or consequential loss, including loss of profit, revenue, opportunity, or goodwill.
15.9. Notices: Any notice under this agreement must be in writing and sent by email, registered post, or delivered personally to the recipient’s address as provided. A notice is deemed served when it would normally be received.
15.10. Terms & Conditions Changes: Notwithstanding clause 1.2, we reserve the right from time to time to amend our terms and conditions, but for disclosure purposes any amendments shall always be provided in writing to you and/or notified by email that the updated terms and conditions are posted and ready for viewing on our website. The amended terms and conditions take effect on any new contracts from when you accept the updated terms and conditions and/or from when you ask us to supply additional services.
15.11. Without limiting the effect of clauses 8.2 (General Lien), 10 (Late Payment, Recovery Costs & Suspension Of Services), 12 (Termination), 13.1 (Confidentiality), 15.8 (Limitation of Liability), 15.9 (Notices) survive the end of this agreement, and any other terms and conditions which by their nature are intended to survive.
16. DEFINITIONS AND INTERPRETATION
16.1. In this agreement, unless the context requires otherwise:
(a) Agreement: this agreement includes schedules, appendices, quotations, proposals, and any document forming part of it.
(b) Days: business days in New Zealand, excluding Saturdays, Sundays, and public holidays.
(c) Confidential Information: information disclosed by either party that is not publicly available or reasonably understood to be confidential.
(d) Documentation: any working papers or documents we provide in connection with our services.
(e) Fee: the amount payable for the services provided in NZD, including any applicable GST.
(f) GST: Goods and Services Tax as defined in the Goods and Services Tax Act 1985.
(g) Intellectual Property: all copyrights, trademarks, software, business methods, designs, and confidential business information created or used by us in providing services.
(h) LOE: Letter of Engagement or other document outlining the scope of services, fees, and any associated software or personnel.
(i) Services: all bookkeeping-related work we provide, including documentation and support.
(j) Sub-Consultants: independent consultants engaged to assist with services.
(k) We/Us/Our: Office Management Solutions Limited, its successors, and assignors.
(l) You/Your: the client, including any associated entities or persons acting on your authority.
16.2. Neutral Interpretation - this agreement is not to be construed against either party solely because that party drafted it.
Clients must accept these Terms & Conditions before services continue.