A Few Words
About VHA Accounting Solutions Inc.
Terms and Conditions
- Responsibilities of management
The compilation engagement to be performed is conducted on the basis that management acknowledges and understands that our role is to assist management in preparing and presenting the financial statements in accordance with the financial reporting framework adopted by management for the financial statements. Accordingly, management has the following overall responsibilities that are fundamental to undertaking the compilation engagement in accordance with ISRS 4410:
(a) the management, conduct and operation of the business and affairs;
(b) any representations made by you or the company to third parties, including published information;
(c) the maintenance of the accounting records that fairly represent the state of affairs and business of the company;
(d) the establishment and maintenance of an internal control structure necessary to provide reasonable assurance that adopted policies and prescribed procedures are adhered to for the prevention of errors and irregularities, including fraud and illegal acts;
(e) adoption of the financial reporting framework to be used, that is acceptable in view of the purpose for which the compiled financial information will be used;
(f) selection of appropriate accounting policies under the applicable financial reporting framework that are to be applied in compiling the financial statements;
(g) preparation including fair presentation of the financial information in accordance with and the selected accounting policies; including management judgements needed to develop any accounting estimates required for the compiled financial information; and
(h) the safeguarding of assets;
(i) the use of, extent of reliance on, or implementation of advice or recommendation supplied by us, or other services;
(j) providing us with access to all information of which management is aware that is relevant to the preparation of the financial statements such as records, documentation and other matters;
(k) providing us with additional information that we may request for the purpose of the compilation;
(l) providing us with unrestricted access to persons within the company from whom we determine it necessary to obtain information; and
(m) acceptance of responsibility for the financial statements that we compile.
If we have any comments affecting the form and contents of the annual financial statements, we will discuss these with the directors.
Any withholding of information could be considered as a limitation of the scope of our compilation engagement and may prevent us from completing the engagement.
Any delay in providing us with the required information may affect our ability to comply with the agreed timetable.
- Principles when providing non-assurance services to an assurance client
VHA Accounting Solutions Inc is required to comply with the independence requirements as set out in the SAICA Code of Professional Conduct. Where applicable in the circumstances VHA Accounting Solutions Inc also complies with the Code of Professional Conduct for Registered Auditors of the Independent Regulatory Board for Auditors
(IRBA), as well as other independence requirements applicable to performing an audit engagement or an assurance engagement in South Africa. The terms “audit client” and “assurance client” will have the meaning in accordance with the relevant Code/(s) of Conduct.
VHA Accounting Solutions Inc will not assume a management responsibility for an audit client (i.e. in relation to an audit of financial statements). To the extent that VHA Accounting Solutions Inc is permitted to provide the non-assurance services set out in this agreement, you are responsible for the following in order to ensure that your management makes all judgments and decisions that are the responsibility of management:
(a) Designate an individual (preferably within senior management) who possesses suitable skill, knowledge and experience to be responsible at all times for your decisions and to oversee the non-assurance services concerned;
(b) Provide oversight of the non-assurance services concerned and evaluate the adequacy of the results of these services performed for your purpose; and
(c) Accept responsibility for the actions, if any, to be taken arising from the results of the non-assurance services concerned.
The same responsibilities as those discussed in the preceding paragraph apply when VHA Accounting Solutions Inc is engaged to provide non-assurance services that are related to the subject matter or subject matter information of any other assurance engagement provided by VHA Accounting Solutions Inc.
- Reliance on information
Our engagement or any portion thereof, is dependent on information supplied by you. VHA Accounting Solutions Inc shall be entitled to assume that all the data and information provided by you is accurate, reliable and complete. VHA Accounting Solutions Inc will not be liable to you or to any third party for any damages suffered as a result of you providing any information that is incorrect and/or incomplete and/or where you fail to disclose any relevant information to us. You indemnify VHA Accounting Solutions Inc against any claims or expenses relating thereto.
Our staff members undergo periodic training and this, together with the taking of annual leave, may lead to staff turnover and lack of continuity. We will use our best endeavours to avoid any disruption to the engagement’s progress.
Save as envisaged below, you agree not to make any offer of employment or to otherwise interfere with or entice away from the employment of any persons employed by VHA Accounting Solutions Inc. You further agree not to use such person’s services as an independent consultant or via a third party for a period of 12 months following the end of such person’s involvement, without the prior written consent of VHA Accounting Solutions Inc.
Should you make any offer of employment to any person currently employed by VHA Accounting Solutions Inc or who was employed by VHA Accounting Solutions Inc for the immediately preceding 12 month period from the date of such offer of employment, you will be liable for and will pay to VHA Accounting Solutions Inc a placement fee equal to 10% of such employee’s total annual cost to company, excluding VAT.
- Financial Intelligence Centre Act, No 38 of 2001
In terms of Section 29 of the Financial Intelligence Centre Act we are required by law to report to the Financial Intelligence Centre certain suspicious or unusual transactions, such as those which may involve money laundering, which have no apparent business or lawful purpose, or which may be relevant to an investigation of evasion or attempted evasion of tax. This statutory requirement, which applies to both prospective clients and existing clients, overrides the professional ethics rules of confidentiality, which we observe.
- Regulatory and professional obligations
We have a professional obligation to act in the public interest, and to act in order to:
(a) Enable the entity to rectify, remediate or mitigate the consequences of the identified or suspected non-compliance with law or regulation; or
(b) Deter the commission of the non-compliance or suspected non-compliance with law or regulation where it has not yet occurred.
‘Non-compliance with laws or regulations’ (non-compliance) refers to an act of omission or commission, intentional or unintentional, committed by the entity, or by those charged with governance, by management or by other individuals working for or under the direction of the entity which are contrary to a prevailing law or regulation.
Where we encounter non-compliance or suspected non-compliance we will seek to obtain an understanding of the matter and where appropriate will discuss the matter with the appropriate people at the entity, or those charged with governance of the entity in order that such people can take appropriate action to rectify, remediate or mitigate the consequences of the non-compliance, deter the commission of non-compliance where it has not yet occurred or disclose the matter to appropriate authority where required by law or regulation or where considered necessary in the public interest.
We, in encountering non-compliance or suspected non-compliance, are also obliged to comply with applicable legislation or professional standards, which may require us to disclose the matter to an appropriate authority, including as referred to in clause 5.
We also have a professional responsibility to consider whether the response of the entity to the instance of non-compliance or suspected non-compliance is adequate, and may determine that further action is necessary. Such further action may include, amongst other actions, the disclosure of the matter to an appropriate authority. We will disclose the matter to an appropriate authority only where, in the professional judgment of the engagement partner, the extent of the actual or potential harm that is or may be caused to investors, creditors or employees or the general public is sufficient to justify the disclosure. If we determine that disclosure of the non-compliance or suspected non-compliance to an appropriate authority is an appropriate course of action, it will not be considered a breach of our duty of confidentiality. When making such disclosure, we shall act in good faith and exercise caution when making statements and assertions. We shall also consider whether it is appropriate to inform management or those charged with governance of our intentions before disclosing the matter.
In exceptional circumstances, we may be required to immediately disclose the matter to an appropriate authority where we have become aware of actual or intended conduct that we have reason to believe would constitute an imminent breach of law or regulation that would cause substantial harm to investors, creditors, employees or the general public. In such circumstances we will discuss the matter with management or those charged with governance of the entity where it is appropriate to do so.
We may rely on any instructions or requests made or notices given or information supplied, whether orally or in writing, by any person whom we know to be or reasonably believe to be authorised by you to communicate with us for such purposes (“an authorised person”).
We may receive information from you or from other sources in the course of delivering the services and:
(a) We will consider the consistency and quality of information received by us;
(b) We will not seek to establish the reliability of information received from you or any other information source. Accordingly, we assume no responsibility and make no representations with respect to the accuracy, reliability or completeness of any information provided to us; and
(c) We will not be liable for any loss or damage suffered by you arising from fraud, misrepresentation, withholding of information material to the services, or other default relating to such material information, whether on your part or that of the other information sources.
You undertake to supply information in response to our enquiries to enable us to comply with our statutory obligations relating to the Financial Intelligence Centre Act, No 38 of 2001 and the Prevention of Organised Crime Act, No 121 of 1998.
- Future use of our compilation report
Any agreement to perform work in connection with an offering, including an agreement to provide such permission or consent, will be a separate engagement and subject to a separate engagement contract. You agree that our compilation report, or reference to us, will not be included in any such offering document without our prior written permission or consent.
- Additional deliverables
The work we undertake to support any conclusions reached in additional deliverables that we have agreed to, will be limited to the work we undertake. Any advice and recommendations will therefore be limited by the scope of our work, and may not cover all issues which might arise from a specific in-depth review. Any use made of our advice and recommendations should be viewed in this light.
Any product of the services released to you in any form or medium will be supplied by us on the basis that it is for your benefit and information only and that it may not be copied, referred to or disclosed, in whole or in part (save for your own internal purposes), without our prior written consent. The services will be delivered on the basis that you may not quote our name or reproduce our logo in any form or medium without our prior written consent. You may disclose in whole any product of the services to your bankers and legal and other professional advisers for the purposes of your seeking advice in relation to the services, provided that when doing so you inform them of:
(a) Disclosure by them (save for their own internal purposes) is not permitted without our prior written consent; and
(b) We accept no responsibility or liability whatsoever and neither do we owe any duty of care to them in connection with the services.
- Third party rights
The service contract will not create or give rise to, nor will it be intended to create or give rise to, any third party rights.
Our report is intended for the benefit of those to whom it is addressed. The compilation will not be planned or conducted in contemplation of reliance by any third party or with respect to any specific transaction. Therefore, items of possible interest to a third party will not be specifically addressed and matters may exist that would be assessed differently by a third party, possibly in connection with a specific transaction.
Any contractual arrangements between you and a third party which seek to impose such requirements upon us will not, as a matter of law, be binding on us. The company agrees that it will not seek us to commit to providing reports to third parties unless we have consented to do so in advance. We may decline to provide reports to third parties, save for those reports required by law or regulations. We will stipulate the terms upon which those reports will be provided should we agree to provide such reports in a capacity other than being your compiler. The company will assist us in agreeing the terms upon which we will report to third parties. Any such possible requirements must be discussed with us at the earliest opportunity and well before the loan agreement or other arrangement is finalised. In this regard, however, it is our policy not to extend our duty of care in respect of our report in the financial statements.
Where we agree to provide reports to third parties, it remains the company’s responsibility to provide us with copies of the relevant contract documents and with any further information or explanations we may require, enabling us to prepare our report.
We will not, in giving our report, accept or assume responsibility (legal or otherwise) or accept liability for or in connection with any other purpose for which our report may be used, or to any other person to whom our report is shown or into whose hands it may come, and no other persons shall be entitled to rely on our report save where they have obtained our prior written consent that they may do so. If we have to accept responsibility to the third party, we will require their acceptance of limitation of liability as a condition of providing a report to them and reserve the right to charge additional fees.
You will indemnify the VHA Accounting Solutions Inc contracting party and any VHA Accounting Solutions Inc persons and hold them harmless against any loss, damage, expense or liability incurred by the parties and/or persons as a result of, arising from, or in connection with a combination of the following two circumstances:
(a) Any breach by you of your obligations under the service contract; and
(b) Any claim made by a third party or any other beneficiaries which results from or arises from or is connected with any such breach.
- Electronic communications
We may choose to communicate with you by electronic mail or internet where an authorised person wishes us to do so, on the basis that in consenting to this method of communication, you accept the inherent risks of such communications (including the security risks of interception of or unauthorised access to such communications, the risks of corruption of such communications, the risk of errors or loss of information and the risks of viruses or other harmful devices) and that you will perform virus checks. We will use commercially reasonable procedures to check for the most commonly known viruses before sending information electronically.
We recognise that systems and procedures cannot be a guarantee that transmissions will be unaffected by such hazards.
We confirm that we each accept the risks of and authorise electronic communications between us. We each agree to use commercially reasonable procedures to check for the then most commonly known viruses before sending information electronically and to safeguard the security and confidentiality of the information transmitted, but we cannot guarantee that the transmission will be free of infection nor its security and confidentiality. We shall each be responsible for protecting our own systems and interests in relation to electronic communications and you and VHA Accounting Solutions Inc (in each case including our respective partners/directors, employees or agents) shall have no liability to each other on any basis, whether in contract, delict (including negligence) or otherwise, in respect of any error, damage, loss or omission arising from or in connection with the electronic communication of information between us and our reliance on such information.
The exclusion of liability in the previous clause shall not apply to the extent that any liability arises out of acts, omissions or misrepresentations which are in any case criminal, dishonest or fraudulent on the part of our respective partners/directors, employees, or agents.
If our communication relates to a matter of significance on which you wish to rely and you are concerned about the possible effects of electronic transmission, you should request a hard copy of such transmission from us. If you wish us to password protect all or certain documents transmitted, you may request us to do so.
- Use of VHA Accounting Solutions Inc’s software
We may develop software, including spread sheets, documents, databases and other electronic tools to assist us with our engagement. In some cases, these aids may be provided to you upon request. As these tools were developed specifically for our purposes and without consideration of any purpose for which you might use them, they are made available on an “as is” basis for your use only and should not be distributed to or shared with any third party. Further, we make no representations or warranties as to the sufficiency or appropriateness of the software tools for any purpose for which you may use them. Any software tools developed specifically for you will be covered under a separate engagement letter.
- Ownership of and access to engagement files
The working papers and files for this engagement created by us during the course of the engagement, including electronic documents and files, are the sole property of VHA Accounting Solutions Inc and you have no right to access them. We may decide in our own sole discretion to grant access to you to our working papers, should you wish to.
We have set quality control policies for the retention of documentation, after which time we will commence the process of destroying the contents of our engagement files. To the extent we accumulate any of your original records during the engagement; those documents will be returned to you promptly upon completion of the engagement.
We will retain ownership of the copyright and all other intellectual property rights in the product of the services, whether oral or tangible, including written advice, methodologies, software, systems know-how and working papers. For the purposes of delivering services to you or other clients, we will be entitled to use or develop knowledge, experience and skills of general application gained through performing the services.
We have the right to use your name as a reference in proposals or other similar submissions to other prospective clients, unless you specifically withhold permission for such disclosure. If we wish to use details of the work done for you for reference purposes, we will obtain your permission in advance.
- Circumstances beyond our or your control
Neither of us will be in breach of our contractual obligations, nor will either of us incur any liability to the other, if we or you are unable to comply with the services contract as a result of any cause beyond our or your reasonable control. In the event of any such occurrence affecting one of us, that one shall be obliged as soon as reasonably practicable to notify the other, who will have the option of suspending or terminating the operation of the services contract on notice, which notice will take effect immediately on delivery thereof.
15.Waiver, assignment, and sub-contractors
Failure by any one of us to exercise or enforce any rights available to us shall not amount to a waiver of any rights available to either of us. However, neither party should be liable in any way for failure to perform, or delay in performing, our respective obligations under this engagement if the failure or delay is caused outside reasonable control of the failing party.
Neither of us will have the right to assign the benefit or burden of the services contract without the written consent of the other.
We will have the right to appoint sub-contractors to assist us in delivering the services.
- Exclusions and limitations on our liability
The maximum liability of VHA Accounting Solutions Inc or any individual director, member, or employee, as the case may be, of the VHA Accounting Solutions Inc contracting party in respect of direct economic loss or damage suffered by you or by other beneficiaries arising out of or in connection with the services, shall be limited to two times the fees charged and paid for these services. The maximum liability will be an aggregate liability for all claims arising, whether by contract, delict, negligence or otherwise.
In the particular circumstances of the services set out in the engagement letter, the liability to you and to other beneficiaries of each and all VHA Accounting Solutions Inc persons in contract or delict or under Companies Act 71 of 2008 or otherwise, for any indirect or consequential loss or damage (including loss of profits) suffered by you (or
by any such other party) arising from or in connection with the services, however the indirect or consequential loss or damage is caused, excluding our willful misconduct, shall be excluded to the extent that such limitation is permitted by law.
Our liability to you will in no circumstances exceeds the lower of the amount determined by the application of the monetary limit based upon fees charged to, and recovered from, you and the amount determined by the apportionment of responsibility, as the case may be.
You and other beneficiaries may not bring any claim personally against any individual partner/director, member, employee or agent, as the case may be, of the VHA Accounting Solutions Inc contracting party or of anybody or entity controlled by us or owned by us or associated with us in respect of loss or damage suffered by you or by other beneficiaries arising out of or in connection with the services. You agree that any claim of any sort whatsoever arising out of or in connection with this engagement shall be brought only against VHA Accounting Solutions Inc. This restriction shall not operate to limit or exclude the liability of the VHA Accounting Solutions Inc contracting party for the acts or omissions of its partners, directors, members, employees and agents.
We will agree on a timetable to enable you to meet your statutory obligations to issue annual financial statements and to meet any other deadlines you have brought to our attention. However, any such timetable will be based on the assumption that we will receive the appropriate co-operation and assistance to perform an effective and efficient engagement.
Our fees, which may be billed as the work progresses, are based on the degree of responsibility and skill involved and the time necessary to conduct the work, plus reimbursement of our expenses. A budget will usually be issued, upon request, prior to commencement of work (depending on the size and complexity of the engagement). We draw your attention to the fact that by nature, a budget is an estimation of time to be incurred (as opposed to a quote) and it is realistic to expect that the actual time may deviate from the budget.
Our fee estimate is based on the assumption that the information we require is made available to us in accordance within the agreed timetables, and that key management and personnel are available during the course of our work. If delay or any other problems beyond our control occurs, this may result in additional fees for which invoices will be raised on the above basis.
Depending on the size, nature and complexity of the engagement, we may invoice 50% of the budgeted fees in advance. In the event of any 50% fee, which has been invoiced, not being paid by the due date, work may be suspended until such fee is paid.
Our fees are payable, without any right of set-off, on presentation of our invoice(s), which will be issued on an interim basis. We will be entitled to charge interest at prime plus 2% per month, on all amounts outstanding for more than thirty (30) days on our fees, from the date reflected on our invoice. All payments made will be allocated first to interest, then to disbursements, and then to the longest outstanding fee.
In the event that you are not in agreement with any fee raised, please notify us in writing of your objection within twenty-one (21) working days of our dispatch of the fee note. Failure to do so will constitute acceptance of the fee. Furthermore, approval of financial statements or minutes reflecting our fees will constitute acceptance of our fees. P
Payments are to be made to the following bank account:
VHA Accounting Solutions Inc
Branch code 134125
Account No: 1039586783
19.Breach of agreement
Without prejudice to any other rights that VHA Accounting Solutions Inc may have in law, we reserve the right to suspend or terminate immediately the performance of our services or any part thereof to you, at any time, with or without notice, due to:
- Non-compliance with your duties as contained herein; or
- Non-payment of any of our fees which are due and owing; or
- The existence of a good cause to do so, for whatever reason.
Further, in the event of any amount outstanding, whether or not our services have been suspended or terminated, as per our invoice for more than sixty (60) days, and despite due demand having been made, you still fail, alternatively refuse to pay the amount(s) outstanding, we will take all legal steps necessary to collect the amount(s) due and owing to us, together with our legal costs on the scale as between attorney and own client.
We will keep confidential all information obtained from you and will not disclose such information, except:
- Information in respect of which you have provided consent to the disclosure in writing.
- Information that has been or which is made public otherwise than through a breach of this agreement.
- Information that has been independently obtained by us other than from you, including information already in the possession VHA Accounting Solutions Inc prior to its disclosure by you.
- To the extent required by our obligation to report certain matters in accordance with our regulatory and professional obligations, including those referred to in clause 6; and
- To the extent any disclosure is required to satisfy the order of a court of competent jurisdiction or to comply with the provisions of any law or regulation in force from time to time.
Notwithstanding the above clause, you acknowledge that VHA Accounting Solutions Inc may be required to disclose confidential information to its legal advisers, insurers, the Independent Regulatory Board for Auditors or to any other party as required by law or in terms of a judicial order. Disclosure in any of these instances will be permissible and will not be a breach of confidentiality, provided that in relation to disclosure to legal advisers and insurers these parties undertake confidentiality substantially similar to this clause.
You agree to keep confidential any methodologies, technology, know how, trade secrets, software and tools used/ provided and/or developed by the VHA Accounting Solutions Inc providing and delivering the services agreed to. Similarly, any information provided and/or developed by the VHA Accounting Solutions Inc relation to our services will be kept confidential, unless we expressly provide its prior consent in writing to you to disclose such confidential information to any other party. This confidentiality requirement will not apply to any information that you are required by law to disclose to another party.