These terms and conditions set out the general terms under which we undertake our business. The specific conditions relating to particular assignments will be covered in your Engagement Letter and Fee Terms.
The engagement letter, schedule of services and our standard terms and conditions of business are governed by, and should be construed in accordance with British Columbia law. Each party agrees that the courts of British Columbia will have exclusive jurisdiction in relation to any claim, dispute or difference concerning the engagement letter and any matter arising from it. Each party irrevocably waives any right to object to any action being brought in those Courts, to claim that the action has been brought in an inappropriate forum, or to claim that those Courts do not have jurisdiction.
We may, from time to time, hold money on your behalf. Such money will be held in trust in a client bank account, which is segregated from the firm’s funds.
Fees paid by you in advance for professional work to be performed and clearly identifiable as such shall not be regarded as clients’ monies.
COMMISSIONS OR OTHER BENEFITS
In some circumstances, commissions or other benefits may become payable to us in respect of transactions which we arrange for you. Where this happens we will notify you in writing of the amount and terms of payment. The same will apply where the payment is made to or transactions are arranged by a person or business connected with ours.
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.
In performing our services, we will send messages and documents electronically. Our firm uses Citrix ShareFile and Karbon to share electronic files. The servers we use for Sharefile are located in Canada. However, the Company controlling those servers is not a Canadian resident. The servers for Karbon are located internationally on Microsoft Azure servers. While these systems provide greater security than internet email, all such communications can be intercepted, misdirected, infected by a virus, or otherwise used or communicated by an unintended third party, we cannot guarantee or warrant that communications from us will be properly delivered only to the addressee. Therefore, we specifically disclaim, and you release us from any liability or responsibility whatsoever for interception or unintentional disclosure of communications transmitted by us in connection with the performance of the engagement. In that regard, you agree that we shall have no liability for any loss or damage to any person or entity resulting from such communications, including any that are consequential, incidental, direct, indirect, punitive, exemplary or special damages (such as loss of data, revenues, or anticipated profits).
Confidential information may be stored electronically outside of Canada. Such information may be subject to disclosure by the laws applicable in the jurisdiction in which the information is processed or stored which laws may not provide the same level of protection for such information as will Canadian laws.
Any communication by us with you sent through the post is deemed to arrive at your postal address two working days after the day that the document was sent.
One of the underlying principles of the profession is a duty of confidentiality concerning client affairs. Each accounting firm must preserve the secrecy of all confidential information that becomes known during the practice of the profession. Accordingly, we will not provide any third party with confidential information concerning the affairs of unless:
We have been specifically authorized with prior consent;
We have been ordered or expressly required by law or by the British Columbia Code of Professional Conduct/Code of Ethics; or
The information requested is (or enters into) public domain.
We may, on occasions, subcontract work on your affairs to other tax or accounting professionals. The subcontractors will be bound by our client confidentiality terms.
We reserve the right, for the purpose of promotional activity, training or for other business purpose, to mention that you are a client. As stated above we will not disclose any confidential information.
CONFLICTS OF INTEREST
We will inform you if we become aware of any conflict of interest in our relationship with you or in our relationship with you and another client. Where conflicts are identified which cannot be managed in a way that protects your interests then we regret that we will be unable to provide further services.
If there is a conflict of interest that is capable of being addressed successfully by the adoption of suitable safeguards to protect your interests then we will adopt those safeguards. Where possible this will be done on the basis of your informed consent. We reserve the right to act for other clients whose interests are not the same as or are adverse to yours subject of course to the obligations of confidentiality referred to above.
The advice and information we provide to you as part of our service is for your sole use and not for any third party to whom you may communicate it unless we have expressly agreed in the Engagement letter that a specified third party may rely on our work. We accept no responsibility to third parties, including any group company to whom the engagement letter is not addressed, for any advice, information or material produced as part of our work for you which you make available to them. A party to this agreement is the only person who has the right to enforce any of its terms.
We confirm that we will comply with the provisions of the Personal Information Protection and Electronic Documents Act (PIPEDA) when processing personal data about you and your family. In order to carry out the services of the engagement and for related purposes such as updating and enhancing our client records, analysis for management purposes and statutory returns, legal and regulatory compliance and crime prevention we may obtain, process, use and disclose personal data about you.
You agree that any dispute that may arise regarding the meaning, performance or enforcement of the Engagement will, prior to resorting to litigation, be submitted to mediation.
We are bound by the ethical guidelines of the Chartered Professional Accountants of British Columbia, and accept instructions to act for you on the basis that we will act in accordance with those ethical guidelines. A copy of these guidelines can be viewed at our offices on request or can be seen at http://www.bccpa.ca. We will not be liable for any loss, damage or cost arising from our compliance with statutory or regulatory obligations.
We operate fixed fees, quoted in advance. Please refer to your Fees Schedule for a breakdown of these.
In some cases, you may be entitled to assistance with your professional fees, particularly in relation to any investigation into your tax affairs by CRA. Assistance may be provided through our Audit Shield Fee Waiver Service, insurance policies you hold or via membership of a professional or trade body. Other than where such assistance was arranged through us you will need to advise us of any such insurance cover that you have. You will remain liable for our fees regardless of whether all or part are liable to be paid by your insurers.
We will bill upon completion of the work and our invoices are due for payment on the due date as shown on the invoice. Our fees are exclusive of GST which will be added where it is chargeable. Any disbursements we incur on your behalf and expenses incurred in the course of carrying out our work for you will be added to our invoices where appropriate.
Unless otherwise agreed to the contrary our fees do not include the costs of any third party, counsel or other professional fees.
It is our normal practice to ask clients to pay by upon completion of the ad hoc piece of work being completed before any submission to CRA is made.
Invoices unpaid 30 days past the billing date may be deemed delinquent and are subject to an interest charge of 1.50% per month or 18.00% (APR) per annum. We reserve the right to suspend our services or to withdraw from the Engagement in the event that any of our invoices are deemed delinquent. In the event that any collection action is required to collect unpaid balances due to us, you agree to reimburse us for our costs of collection, including lawyers’ fees.
If you do not accept that an invoiced fee is fair and reasonable you must notify us within 21 days of receipt, failing which you will be deemed to have accepted that payment is due.
In accordance with professional regulations (and by firm policy), our client files must periodically be reviewed by practice inspectors and by other firm personnel to ensure that we are adhering to professional and firm standards. File reviewers are required to maintain confidentiality of client information.
We will only assist with implementation of our advice if specifically instructed in writing or email.
The Company hereby agrees to indemnify, defend (by counsel retained and instructed by us) and hold harmless our firm (and its partners, agents and employees) from and against any and all losses, costs (including solicitors’ fees), damages, expenses, claims, demands and liabilities arising out of (or in consequence of):
The breach by the Company, or its directors, officers, agents or employees, of any of the covenants or obligations of the Company herein, including, without restricting the generality of the foregoing, the misuse of, or the unauthorized dissemination of, our engagement report or the financial statements in reference to which the engagement report is issued, or any other work product made available to you by our firm.
A misrepresentation by a member of your management or board of directors.
INTELLECTUAL PROPERTY RIGHTS
The working papers, files, other materials, reports and work created, developed or performed by us during the course of the Engagement are the property of our firm, constitute our confidential information and will be retained by us in accordance with our firm’s policies and procedures.
During the course of our work, we may provide, for your own use, certain software, spreadsheets and other intellectual property to assist with the provision of our services. Such software, spreadsheets and other intellectual property must not be copied, distributed or used for any other purpose. We also do not provide any warranties in relation to these items and will not be liable for any lost or corrupted data or other damage or loss suffered or incurred by you in connection with your use of them.
We retain the copyright and all intellectual property rights in any original materials provided to you.
If any provision of the engagement letter or schedules is held to be void, then that provision will be deemed not to form part of this contract.
In the event of any conflict between these terms of business and the engagement letter or appendices, the relevant provision in the engagement letter or schedules will take precedence.
LIMITATION OF LIABILITY
Our aggregate liability for all claims, losses, liabilities and damages in connection with our Engagement, whether as a result of a breach of contract, tort (including negligence), or otherwise, regardless of the theory of liability, is limited to the fees paid under the engagement. Our liability shall be several and not joint and several. We shall only be liable for our proportionate share of any loss or damage, based on our contribution relative to the others’ contributions and only if your claim is commenced within 24 months or less of the date you and/or the Company should have been aware of the potential claim. In addition, we will not be liable in any event for consequential, incidental, indirect, punitive, exemplary, aggravated or special damages, including any amount for loss of profit, data or goodwill, whether or not the likelihood of such loss or damage was contemplated.
MONEY LAUNDERING REGULATIONS
The Proceeds of Crime (Money Laundering) and Terrorist Financing Act places certain legal requirements on our firm to report transactions that may be suspicious of being related to a money laundering or a terrorist financing offence. It also requires our firm to report large cash transactions equal to or greater than $10,000, the cross-border movement of currency or monetary instruments equal to or greater than $10,000, and whether we are in possession or control of property that is considered terrorist property. Finally, the Act requires our firm to ascertain the identity and existence of clients and other entities. To meet these obligations, our firm may be required to report information about you that might otherwise be confidential. The reporting of this information may place you and our firm in a conflict of interest. Should such a conflict arise, our firm may be required to withdraw from the engagement. Please be advised that only information that is required under the Act will be disclosed. You hereby acknowledge this legal requirement placed upon our firm and the potential conflict of interest that may arise as a result of it. You also hereby authorize our firm to release and disclose information related to the Company if and when required by statute to do so.
PERIOD OF ENGAGEMENT AND TERMINATION
Either party may terminate this agreement for any reason upon providing written notice to the other party. If early termination takes place you shall be responsible for all time and expenses incurred up to the termination date and all costs in terminating any agreement with any specialist or other third party retained by us in connection with the Engagement.
Should we have no contact with you for a period of 3 months or more we may issue a disengagement letter and hence cease to act.
PROVISION OF SERVICES REGULATIONS
In accordance with our professional body rules we are required to hold professional liability insurance. Details about the insurer and coverage can be found at our offices.
QUALITY OF SERVICE
We aim to provide a high quality of service at all times. If you would like to discuss with us how our service could be improved or if you are dissatisfied with the service that you are receiving please let us know by contacting Andrew de Verteuil.
We undertake to look into any complaint carefully and promptly and to do all we can to explain the position to you. If we do not answer your complaint to your satisfaction you may take up the matter with the Chartered Professional Accountants of British Columbia.
RELIANCE ON ADVICE
We will endeavour to record all advice on important matters in writing. Advice given orally is not intended to be relied upon unless confirmed in writing. Therefore, if we provide oral advice (for example during the course of a meeting or a telephone conversation) and you wish to be able to rely on that advice, you must ask for the advice to be confirmed by us in writing.
RETENTION OF RECORDS
You have a legal responsibility to retain documents and records relevant to your tax affairs. During the course of our work, we may collect information from you and others relevant to your affairs. We will return any original documents to you. Documents and records relevant to your affairs are required by law to be retained for 7 years from the taxation period end.
Any advice we give you will be supplied on the basis that it is for your benefit only and shall not be disclosed to any third party in whole or part without our prior written consent. It may not be used or relied upon for any other purpose or by any other person other than you without our prior written consent. If our advice is disclosed to any third party (with or without our consent), then we accept no responsibility or liability to that third party for any consequences that may arise to them, should they rely on the advice.
If it is proposed that any documents or statement which refer to our name, are to be circulated to third parties, please consult us before they are issued.
We will use all reasonable efforts to complete the Engagement as described in this letter within the agreed upon time frames.
However, we shall not be liable for failures or delays in performance that arise from causes beyond our reasonable control, including any delays in the performance by you of your obligations and/or the Company of its obligations.