Terms of Agreement
1. Definitions
1.1 The following expressions have the following meanings in this Agreement, unless the context requires otherwise:
1.1.1 “Firm” means the accounting, tax, secretarial, and consulting practice providing professional services.
1.1.2 “Client” means the individual, company, trust, or other entity receiving the Services from the Firm.
1.1.3 “Services” means the professional services (including accounting, taxation, company secretarial, and related consulting services) as described in the Engagement Letter or agreed in writing.
1.1.4 “Engagement Letter” means the written agreement that sets out the specific scope, deliverables, and fees for the Services.
1.1.5 “Parties” means the Firm and the Client collectively.
2. Application of Terms
2.1 These Terms apply to all Services rendered by the Firm unless otherwise agreed in writing.
2.2 In the event of any inconsistency between these Terms and an Engagement Letter, the Engagement Letter shall prevail to the extent of the inconsistency.
2.3 These Terms supersede all prior oral or written agreements between the Parties concerning the same subject matter.
3. Appointment and Commencement
3.1 The Client appoints the Firm to provide the Services as outlined in the Engagement Letter.
3.2 The engagement commences on the date specified in the Engagement Letter and continues until terminated in accordance with these Terms.
3.3 The Firm acts as an independent contractor, not as an employee or partner of the Client.
4. Scope of Services and Exclusions
4.1 The Services to be rendered by the Firm are limited to those specifically described in the Engagement Letter or as subsequently agreed in writing.
4.2 Any references in the Engagement Letter, proposals, correspondence, or other communications to general areas of service (such as “accounting, tax, and secretarial”) are for informational purposes only and do not create an obligation for the Firm to provide such services.
4.3 Services not expressly included in the agreed scope—such as preparation or submission of tax returns, CIPC filings, payroll processing, or statutory compliance work—will be deemed excluded unless:
4.3.1 separately quoted for and accepted in writing by the Client, or
4.3.2 clearly reflected as part of the agreed fees.
4.4 The Firm shall not be responsible for performing any task not explicitly included in the engagement scope, even if such work falls within the Firm’s general area of expertise.
4.5 Any additional services requested by the Client shall constitute a separate engagement and may be subject to new terms, timelines, and fees.
4.6 Explicit Limitation of Services, The Client acknowledges and agrees that:
4.6.1 The Services are limited strictly to those described in the Engagement Letter or subsequently agreed in writing.
4.6.2 Any discussion, reference, or mention of services outside the agreed scope—including accounting, taxation, or secretarial services—is descriptive only and does not imply a commitment to provide such services.
4.6.3 The Firm is not obliged to provide any services outside the agreed scope, and the Client may not claim that any such service was included by implication.
4.6.4 Any additional services must be requested and agreed in writing, and may be subject to new fees, timelines, and conditions.
4.7 Client Acknowledgement of Scope by signing the Engagement Letter, the Client confirms having read and understood the exact scope of Services, acknowledges that no other services are included, and waives any claim that additional services were implied or understood to be included in the engagement.
5. Our Responsibilities
5.1 The Firm will perform the Services with reasonable care, skill, and diligence and in accordance with:
5.1.1 applicable South African laws and regulations;
5.1.2 relevant professional standards (including SAICA, SAIPA, and/or CGISA codes); and
5.1.3 generally accepted accounting, secretarial, and taxation principles in force.
5.2 The Firm does not assume management responsibility for the Client, and all decisions remain the Client’s responsibility.
5.3 Unless otherwise agreed in writing, the Firm is not responsible for detecting fraud, irregularities, or errors, although it will report any such matters that come to its attention.
6. Client Responsibilities
6.1 The Client shall:
6.1.1 Provide full, accurate, and timely information, records, and access required for the performance of the Services.
6.1.2 Ensure that all accounting records and statutory registers are properly maintained.
6.1.3 Review and approve all returns, statements, and documents prepared by the Firm before submission.
6.1.4 Comply with all applicable laws, including those of SARS, CIPC, and other authorities.
6.1.5 Promptly inform the Firm of any material change in circumstances that may affect the Services.
6.2 Failure to comply may result in delays or additional fees.
7. Fees and Payment
7.1 Fees shall be as agreed in the Engagement Letter or as subsequently varied in writing.
7.2 Unless otherwise stated, fees exclude VAT and disbursements.
7.3 All invoices are strictly due and payable in full on or before the specified “Due Date”.
7.4 Should the account not be settled in full by the Due Date, it will be considered overdue.
7.5 As this agreement provides for incidental credit, if payment is not made by the Due Date, an admin fee of R20.00 will be charged on the overdue balance. The levying of this fee confirms the agreement meets the definition of an incidental credit agreement as permitted by the National Credit Act, 34 of 2005.
7.6 The Firm reserves the right to suspend or withhold deliverables if accounts remain unpaid.
7.7 Any payment terms contained in the Client’s internal policies, procurement documents, purchase orders, or standard terms shall not apply unless expressly accepted in writing by the Firm. In the absence of such written acceptance, the Firm’s payment terms as set out in these Terms and the Engagement Letter shall apply.
7.8 The Client remains liable for all fees incurred prior to termination of the engagement.
8. Confidentiality
8.1 Both Parties must treat all non-public information as confidential and use it solely for the purpose of performing the Services.
8.2 The Firm may disclose information:
8.2.1 as required by law or professional obligations;
8.2.2 to professional advisors, insurers, or subcontractors who are bound by confidentiality obligations; or
8.2.3 with the Client’s prior written consent.
8.3 This clause survives termination of the engagement.
9. Data Protection (POPIA Compliance)
9.1 The Firm processes personal information in accordance with the Protection of Personal Information Act, 2013 (POPIA).
9.2 The Firm implements appropriate technical and organisational measures to safeguard data.
9.3 The Client authorises the Firm to collect, store, process, and share personal data as necessary to render the Services or comply with legal obligations.
9.4 Clients may request access to, correction of, or deletion of their personal data in accordance with POPIA.
10. Reliance and Use of Work
10.1 The Firm’s work is prepared exclusively for the Client’s internal use and may not be disclosed to or relied upon by any third party without prior written consent.
10.2 The Firm accepts no responsibility to third parties for any advice, document, or report issued under this engagement.
11. No Legal Advice or Assurance
11.1 Unless expressly agreed in writing, the Firm does not provide legal advice, audit services, independent reviews, or assurance engagements.
11.2 Any tax, structuring, or compliance-related commentary provided is based on prevailing legislation and practice and does not constitute a legal opinion.
12. Limitation of Liability
12.1 To the maximum extent permitted by law, the Firm’s total liability to the Client for any claim arising out of or relating to the Services shall be limited to the total fees paid to the Firm for the Services during the 12 months preceding the claim.
12.2 The Firm shall not be liable for any indirect, consequential, special, or punitive losses, including loss of profit or opportunity.
12.3 Nothing in this clause limits liability for fraud, gross negligence, or wilful misconduct.
13. Indemnity
13.1 The Client indemnifies the Firm and its partners, employees, and agents against all losses, claims, damages, or expenses arising from the Client’s breach of these Terms or reliance on incomplete or inaccurate information provided by the Client.
14. Regulatory and Professional Compliance
14.1 The Firm complies with the SAICA/SAIPA/CGISA Codes of Professional Conduct, the Companies Act, 2008, the Consumer Protection Act, the Tax Administration Act, and other relevant legislation.
14.2 The Firm maintains independence, confidentiality, and ethical standards in all dealings.
15. Consumer Protection Act
15.1 Where the Consumer Protection Act, 68 of 2008 (“CPA”) applies to the Client, the Client acknowledges that:
15.1.1 the nature, scope, pricing, and limitations of the Services have been fully explained prior to acceptance;
15.1.2 all material risks, limitations of liability, exclusions, and indemnities contained in these Terms have been drawn to the Client’s attention in plain language; and
15.1.3 the Client has been afforded a reasonable opportunity to consider these Terms before acceptance.
15.2 Nothing in these Terms is intended to exclude any right that may not lawfully be excluded under the CPA.
16. Regulatory Submissions and Authorities
16.1 The Firm acts on instructions and information provided by the Client when submitting documents, returns, or filings to SARS, CIPC, or any other authority.
16.2 The Firm does not guarantee acceptance, approval, or processing of any submission by any authority.
16.3 The Firm shall not be liable for delays, rejections, penalties, or additional requirements imposed by regulatory authorities where such outcomes arise from:
16.3.1 incorrect, incomplete, or late information supplied by the Client;
16.3.2 changes in law, interpretation, or administrative practice; or
16.3.3 system failures or delays beyond the Firm’s control.
17. Conflicts of Interest
17.1 If a conflict of interest arises, the Firm will promptly notify the Client and, where possible, implement appropriate safeguards. The Firm may withdraw from the engagement if a conflict cannot be managed ethically.
18. Communications
18.1 All notices, demands, or other communications required or permitted in terms of this agreement shall be in writing.
18.2 The Client acknowledges and agrees that “in writing” includes any data message sent by electronic mail (mail), as defined in the Electronic Communications and Transactions (ECT) Act, 25 of 2002.
18.3 The Client agrees that any email address provided by the Client in any agreement, or any address from which the Client has previously corresponded with the Company, shall be deemed its chosen address for the service of all written notices, demands, and legal documents.
18.4 Any notice or demand sent by email to this designated email address shall be deemed to have been duly served and received on the date it is sent, provided no “undeliverable” notification is received by the sender.
18.5 Communications (including by email) between the Parties may contain confidential information.
18.6 The Firm accepts no responsibility for loss or damage arising from the use of unencrypted electronic communications.
18.7 The Client agrees that electronic signatures and communications constitute valid consent and instructions.
19. Record Retention
19.1 The Firm shall retain all records, working papers and documents relating to the engagement for a minimum period of five (5) years from the later of the date of completion of the engagement or the date of submission of the relevant tax return, or for such longer period as may be required in terms of the Tax Administration Act, the Companies Act, 2008, or any other applicable law, including where any audit, investigation, objection or appeal is pending or anticipated.
19.2 Without limiting clause 16.1, company statutory records required to be retained indefinitely or for a period exceeding five (5) years in terms of applicable legislation shall be retained for the prescribed statutory period.
19.3 Upon expiry of the applicable retention period, the Firm may destroy such records in a secure manner, unless otherwise agreed in writing or prohibited by law
19.4 The Client remains responsible for retaining copies of all final documents, statutory records and filings for its own records and ongoing compliance purposes.
20. Right of Lien
20.1 The Firm reserves a right of lien over its working papers, records, and deliverables pending full settlement of all outstanding fees, to the extent permitted by law and professional standards.
21. Non-Solicitation
21.1 The Client shall not, unless otherwise negotiated and agreed in writing with the Firm, solicit or employ any employee of the Firm during the term of the engagement or within twelve (12) months thereafter.
22. Force Majeure
22.1 Neither Party shall be liable for any delay or failure to perform its obligations due to causes beyond its reasonable control, including natural disasters, strikes, or government restrictions.
23. Dispute Resolution
23.1 The Parties shall first attempt to resolve disputes amicably.
23.2 Failing resolution within 14 days, the dispute shall be referred to mediation, and if unresolved, to arbitration in terms of the Arbitration Foundation of South Africa (AFSA) rules.
24. Termination
24.1 Either Party may terminate the engagement with 30 days’ written notice.
24.2 Termination does not affect accrued rights or outstanding fees.
24.3 Clauses relating to confidentiality, data protection, limitation of liability, and dispute resolution survive termination.
25. Variation of Services
25.1 Any change in scope, timing, or deliverables must be agreed to in writing before implementation. The Firm reserves the right to adjust fees and timelines accordingly.
26. Intellectual Property
26.1 Unless otherwise agreed, all intellectual property, working papers, templates, or documents created by the Firm remain its property. The Client is granted a limited licence to use deliverables solely for internal business purposes.
27. Subcontracting
27.1 The Firm may use employees, contractors, or associated professionals to perform portions of the Services, provided that confidentiality obligations are maintained.
28. Professional Indemnity Insurance
28.1 The Firm maintains professional indemnity insurance with a reputable insurer. Details are available upon written request.
29. Governing Law and Jurisdiction
29.1 These Terms are governed by and construed in accordance with the laws of the Republic of South Africa. The Parties consent to the exclusive jurisdiction of the South African courts.
30. Entire Agreement
30.1 These Terms, together with the relevant Engagement Letter, form the entire agreement between the Parties. No amendment shall be valid unless made in writing and signed by both Parties.
30.2 In the event of any conflict between these Terms and Conditions and any terms, conditions, policies, purchase orders, mandates, or standard form documentation of the Client (whether incorporated by reference or otherwise), these Terms and Conditions shall prevail, unless expressly agreed otherwise in writing and signed by the Firm.
30.3 The Firm shall not be bound by any Client policy, guideline, onboarding document, or internal procedure unless the Firm has expressly agreed thereto in writing. Silence, performance, or continued engagement shall not constitute acceptance of such terms.
31. Professional Vacancy / Right to Adjust Engagement
31.1 The Firm reserves the right to review the nature and scope of the engagement at any time. In the event that the engagement becomes impractical, falls outside the agreed scope, or raises professional, legal, or ethical concerns, the Firm may, at its discretion:
31.1.1 Adjust the scope of Services;
31.1.2 Require the Client to provide additional information or resources; or
31.1.3 Withdraw from or suspend the engagement in whole or in part.
31.2 Any adjustment to the engagement will be communicated in writing, with proposed changes to scope, fees, or timelines. Services will continue only upon written agreement to such adjustments.
31.3 This clause does not relieve the Client from their obligations under these Terms, including the provision of accurate and complete information or payment for Services already rendered.
31.4 The Client acknowledges and agrees that the Firm may not be held liable for any loss, delay, or consequence arising from such adjustments, provided the Firm has acted reasonably and in accordance with applicable professional and legal standards.
32. Continuation of Engagement
32.1 The engagement between the Firm and the Client shall continue in full force and effect unless and until terminated in accordance with these Terms and Conditions, notwithstanding the absence of any express renewal, re-signature or re-execution of the engagement letter or agreement. Any continued provision of services by the Firm and acceptance thereof by the Client shall constitute confirmation of the ongoing engagement on these Terms and Conditions.
33. Acceptance of Terms
33.1 By signing the Engagement Letter, issuing instructions to the Firm, making payment, or accepting the provision of any Services, the Client expressly acknowledges that it has read, understood, and agreed to be bound by these Terms and Conditions, notwithstanding that the Client has not physically signed these Terms.
End of Terms of Agreement