STANDARD TERMS AND CONDITIONS
PURPOSE
1.1. This agreement is entered into between the Client, whose details appear more fully on the quote, as well as Anlo Financial Solutions (Pty) Ltd (hereinafter referred to as “AFS”).
1.2. The performance of the scope of services will commence once the Client has signed all necessary documentation.
1.3. AFS will deal with tax matters as set out int the quote.
SCOPE OF SERVICES
2.1. AFS will prepare all necessary tax returns and submission forms, together with such supporting schedules as deemed appropriate and in accordance with the quote.
2.2. AFS will send Client tax returns and [supporting schedules/tax computations/sole proprietor accounts], in duplicate to the Client for approval and signature.
2.3. Thereafter AFS will submit all relevant documents to the South African Revenue Service (SARS).
2.4. AFS will advise as to the amount of tax to be paid over and the deadline dates for these submissions.
2.5. AFS will deal with SARS regarding any amendments required on Client returns and prepare any amended returns which may be required.
2.6. AFS will advise as to possible claims and elections arising from the tax return and from information supplied by the Client. Where instructed by the Client, AFS will make such claims and elections in the form and manner required by SARS.
2.7. AFS will deal with all communications relating to Client returns which may need to be addressed to AFS by SARS or the Client. However, if SARS chooses a Client return for enquiry, this work may need to be the subject of a separate assignment, in which case, AFS will require further instruction from the Client and approval of a separate quote.
2.8. This Agreement supersedes any previous agreement for previous work which may have been attended to.
2.9. Once agreed, this Agreement will remain effective from the date of signature until it is replaced and / or the scope of work is finalised.
2.10. Either party may vary or terminate AFS’ authority to act on the Client’s behalf at any time without penalty. Notice of such variation or termination needs to be given in writing.
YOUR RESPONSIBILITIES: INFORMATION AND DOCUMENTS
3.1. The Client is legally responsible for submitting correct returns by the due date and making timeous payment of tax due. Failure to meet these deadlines may result in automatic penalties and/or interest.
3.2. To enable AFS to carry out the scope of services, the Client agrees:
3.2.1. That all returns are to be made on the basis of full disclosure of all sources of income, expenses, allowances and capital transactions;
3.2.2. To provide full information necessary for dealing with the Client’s affairs: AFS will rely on the information and documents being true, correct and complete and will not audit/verify the information or those documents;
3.2.3. That AFS may approach such third parties as may be appropriate for information that we consider necessary to deal with the Client’s affairs, only with the Client’s prior approval;
3.2.4. To provide AFS with information in sufficient time for the Client’s tax return to be completed and submitted.
3.2.5. To forward to AFS, on receipt, copies of all SARS statements of account, notices of assessment, letters and other communications received from SARS to enable AFS to deal with them as deemed necessary within the statutory time limits; and
3.2.6. To keep AFS informed about significant changes in Client circumstances if this is likely to affect the Client’s tax position.
3.3. AFS aims to provide a high standard of service at all times. If the Client would like to discuss any improvements or dissatisfaction of the services provided by AFS, please advise. AFS undertakes to address any complaint promptly and resolve it accordingly.
CONFLICT OF INTEREST
4.1. AFS will inform the Client if they become aware of any conflict of interest in the relationship with the Client or in our relationship with another client.
4.2. AFS have safeguards that can be implemented to protect the interests of different clients if a conflict arises. Where conflicts are identified that cannot be managed in a way that protects all interests then AFS regrets that they will be unable to provide further services.
4.3. If there is a conflict of interest that is capable of being addressed successfully by the adoption of suitable safeguards to protect all interests then AFS will adopt those safeguards. Where possible this will be done on the basis of informed consent.
4.4. AFS reserve the right to act for other clients whose interests are not the same as or are adverse to the Client’s subject, to the obligations of confidentiality referred to above.
RETENTION OF RECORDS
5.1. During the course of performing the scope of services, AFS will collect information from the Client and others acting on the Client’s behalf and will return any original documents to the Client following preparation of the Client’s returns.
5.2. The Client should retain all documentation for a period of seven years from the date of submission of any return. This period may be extended if SARS makes any further enquiries into a tax return.
5.3. Whilst certain documents may legally belong to the Client, AFS intends to destroy correspondence and other paperwork which has been stored for longer than 7 years, other than documents which AFS considers to be of continuing significance.
5.4. AFS must be advised, in writing and in advance, of any particular retention of documents that the Client may require.
5.5. AFS reserves the right to disclose its files, which may contain your information, to regulatory bodies should same be requested from them in the exercise of their powers.
5.6. AFS is entitled to retain any of the Client’s files or papers which are in its possession until all fees, charges, or expenses due to AFS or any person engaged by it in connection with the Client’s matter, have been paid.
OTHER SERVICES AND GENERAL TAX ADVICE
6.1. AFS will be pleased to assist the Client generally in tax matters which fall outside of the Scope of Services, if so required. To enable AFS to assist in these matter, timeous notification is required.
6.2. Due to tax rules frequently changing, it the Client’s responsibility to ask AFS to review any advice already given if a transaction is delayed, or if an apparently similar transaction is to be undertaken.
6.3. It is AFS policy to confirm in writing, any advice upon which a Client may wish to rely.
6.4. Should further services and advice be required, a separate quote will be issued.
6.5. This Agreement relates only to the items listed in the quote and does not extend to other submissions and / or advice. AFS will be pleased to advise on any of these tax matters if so requested.
FEES
7.1. AFS’ charges are computed on the basis of fees, for the time spent on a Client’s scope of work (which is dependent on the level of skill and responsibility required) as well as disbursements incurred in connection with the engagement.
7.2. Should additional service be required, which fall outside the scope of services provided in the quote, AFS will issue a separate quote for the additional services.
7.3. AFS will issue invoices at monthly intervals during the course of the year. AFS will add Value Added Tax, if applicable, at the current rate.
7.4. Invoices are payable on presentation.
7.5. AFS reserves the right to charge interest at 10 (ten) percent per annum, capitalised monthly, in the case of overdue accounts with interest to be calculated from the date that it falls due.
7.6. AFS may terminate the engagement and / or cease acting if payments of any fees billed are unduly delayed. However, it is not the intention of AFS to use these arrangements in a way which is unfair or unreasonable.
7.7. Notwithstanding any termination in terms of this Agreement, all quoted amounts must be settled in full by the Client.
PERIOD OF ENGAGEMENT AND TERMINATION
8.1. Unless otherwise agreed in the engagement covering letter, AFS’s work will begin upon receipt of the Client’s implicit or explicit acceptance of that letter. Except as stated in that letter AFS will not be responsible for periods before that date.
8.2. Each Party may terminate this Agreement by giving not less than 21 days notice in writing to the other party, except where the Client fails to cooperate with or AFS has reason to believe that the Client has provided AFS or SARS with misleading information, in which case AFS may terminate this Agreement immediately. Termination will be without prejudice to any rights that may have accrued to either party prior to termination.
8.3. In the event of termination of this Agreement, AFS will endeavour to agree the arrangements for the completion of work in progress at that time, unless AFS are required for legal or regulatory reasons to cease work immediately. In that event, AFS shall not be required to carry out further work and shall not be responsible or liable for any consequences arising from termination.
8.4. AFS will normally issue a disengagement letter to ensure that the Party’s respective responsibilities are clear.
ELECTRONIC COMMUNICATION
9.1. Given that electronic communication is capable of data corruption, AFS does not accept any responsibility for changes made to such communications after their dispatch.
9.2. For this reason it may be inappropriate to rely on advice contained in an e-mail without obtaining written confirmation thereof.
9.3. All risks connected with sending commercially-sensitive information relating to the Client’s business are borne by the Client and is not the responsibility of AFS. If the Client does not accept this risk, kindly notify AFS in writing that e-mail communication is unacceptable.
9.4. In addition, communication via email is admissible; however, as with other means of delivery this carries with it the risk of inadvertent misdirection or non-delivery. It is the responsibility of the recipient to carry out a check on any attachments received. No verbal instructions are accepted by AFS.
COMPLIANCE WITH POPI / DATA PROTECTION
10.1. AFS shall comply with all Data use and Data protection requirements as may be applicable to the Services provided to the Client under this Agreement and as are dictated by any applicable legislative requirements and the requirements of all applicable codes of conduct, as they may apply to AFS.
10.2. AFS will not use Client Data other than as authorised pursuant to this Agreement or otherwise as disclosed to the Client in writing, including:
10.2.1. using Data other than in connection with the provision of the performance of the Services;
10.2.2. disclosing, selling, assigning, leasing or commercially exploiting the Client’s Data; or
10.2.3. otherwise providing the Client’s Data to Third Parties.
10.3. In this clause, the following terms have the meanings given to them in the Protection of Personal Information Act, 4 of 2013:
(a) operator;
(b) personal information; and
(c) processing.
10.4. Without prejudice to the obligations set out in this clause, the Parties acknowledge and agree that each Party will remain solely responsible for complying with their respective obligations under applicable privacy and protection of personal information laws governing the Client’s Data. Neither Party will be responsible for investigating the steps that the other Party is taking to comply with such laws. The Client may on reasonable notice request from AFS, a copy of the AFS’s privacy and access to information policy, to determine the controls in place and measures to ensure compliance with applicable law relating to data protection and privacy.
10.5. AFS shall, and shall procure that each of its Affiliates:
10.5.1. comply with all applicable data protection and privacy laws;
10.5.2. comply with the Client’s policies relating to data integrity and security, as notified to AFS in writing as at the Commencement Date as such policies may change
10.5.3. not access, use or process the Client’s Data except to the extent reasonably necessary in performance of its obligations under this Agreement;
10.5.4. not do any act that puts the Client at risk of their Data being disclosed;
10.5.5. implement the AFS’s applicable technical and security measures to preserve the integrity of the Client’s Data; and
10.5.6. comply with the AFS’s policies in order to prevent any unauthorised or unlawful access, accidental or unauthorised destruction, corruption, loss, alteration or disclosure or other prohibited processing of the Client’s Data by AFS.
10.6. Each Party agrees that it shall acquire no rights in data, information, Software or other materials obtained by it as a result of this Agreement except as expressly set out in this Agreement.
10.7. AFS shall not transfer the Client’s Data across a country border to enable AFS to comply with its obligations under this Agreement or for any other reason, without the Client’s prior written consent. In the event that the Client consents to any such transfer, AFS shall ensure that the transfer is conducted in accordance with the standard terms for the transfer of Data.
10.8. Each Party will co-operate with and assist the other Party in relation to all access to information requests made by third parties, including Data subjects, under applicable law. Such co-operation and assistance will include providing all available information to the other Party in order for the other Party to respond to the relevant information request and for the other Party to comply with the applicable law.
10.9. AFS does not indemnify the Client against any civil or criminal action or administrative fine or other penalty or loss as a result of AFS’s breach of this clause.
11. FICA
11.1. As AFS is an accountable institution in terms of the Financial Intelligence Centre Act, AFS is required to identify all Clients for the purposes of this legislation. In this respect AFS may request from you, and retain, such information and documentation as is required for these purposes.
12. CONFIDENTIALITY
12.1. All communication between the Parties is confidential and AFS shall take all reasonable steps to keep confidential Client information, except where AFS are required to disclose it by law, by regulatory bodies, by insurers or as part of an external peer review. Unless authorised by you to disclose information on your behalf, this undertaking will apply during and after this engagement.
12.2. AFS may, on occasion, subcontract work on Client affairs to other tax or accounting professionals. The subcontractors will be bound by these confidentiality terms.
12.3. AFS reserve the right, for the purposes of promotional activity, training or for similar business purpose, to mention their Client’s. As stated above we will not disclose any confidential information.
13. LIMITATION OF LIABILITY
13.1. The advice which AFS provides to the Client is for the Client’s sole use only and does not constitute advice to any third parties.
13.2. AFS’ maximum liability for all claims arising out of the Services provided shall be limited to an amount equal to twice the total fees charged by AFS to which these terms relate.
13.3. This maximum liability shall be an aggregate liability for all claims from whatever source and howsoever arising. AFS will not be held liable to the Client or any cessionary or third party claiming through or on the Client’s behalf for any punitive damages whatsoever or for any consequential or other loss or damages beyond the maximum liability specified.
13.4. AFS will provide the professional services (scope of work) outlined in the quote with reasonable care and skill.
13.5. AFS’ advice will be based on interpretation of the law and experience with SARS.
13.6. As a result, the conclusions reached, and views expressed by AFS representatives will often be matters of opinion rather than of certainty and AFS cannot warrant that SARS will necessarily reach the same conclusions.
13.7. AFS will not be responsible for any losses, penalties, interest or additional tax liabilities arising from the supply by the Client or others of incorrect or incomplete information, or from the failure by the Client or others to supply any appropriate information or your failure to act on our advice or respond promptly to communications from AFS or SARS.
13.8. Any claims, howsoever arising, needs to be commenced formally by service of a court summons or process initiating arbitration proceedings within two years after the claimant becomes aware (or ought reasonably to have become aware) of the facts which give rise to the claim and, in any event regardless of the knowledge of the claimant, by no later than three years after the date of any alleged breach giving rise to a cause of action. This expressly overrides any statutory provision which would otherwise apply.
14. GENERAL
14.1. This Agreement, together with the engagement letter and quote to which it relates, contains the entire Agreement between the parties, and neither party shall be bound by any undertakings, representations or warranties not recorded herein.
14.2. The terms of this agreement and the relationship between the parties shall be governed by South African Law and any claim, dispute or difference concerning the Services provided by AFS or any matter arising from it shall fall under the jurisdiction of the relevant South African local division court.
14.3. No alteration, cancellation, variation of, or addition hereto will be of any force or effect unless reduced to writing and signed by the parties.
14.4. No waiver of any of the terms and conditions of this Agreement will be binding for any purpose unless expressed in writing and signed by the party giving the same, and any such waiver will be effective only in the specific instance and for the purpose given. No failure or delay on the part of either party in exercising any right, power or privilege will operate as a waiver, nor will any single or partial exercise of any right, power or privilege preclude any other or further exercise thereof or the exercise of any other right, power or privilege.
14.5. In the event that any of the provisions of this agreement are found to be invalid, unlawful or unenforceable, such terms will be severable from the remaining terms, which will continue to be valid and enforceable.
