Terms and Conditions 

1. All non-assurance and non-audit services provided by Unify Accounting (hereinafter the “Firm”) to a client in accordance with the engagement letter, will be subject to the following standard terms and conditions in addition to what is stated specifically in the engagement letter.

2. Definitions:

2.1. Unless the context clearly indicates otherwise:

2.2. reference to any gender shall include the other genders;

2.3. the singular shall include the plural; and

2.4. In these standard terms and conditions, the words and phrases set out below have the following meanings:

2.4.1. Client: The entity/entities, or the persons or individuals, named in the engagement letter, to which or whom services are to be provided by the Firm;

2.4.2. Firm: Unify Accounting, a Private company incorporated (Company reg number: 2025 / 299298 / 07) in the Republic of South Africa; an entity owned or managed by Marco Kellerman and shall include his employees, agents and contractors;

2.4.3. Services: The non-assurance services and any other services incidental thereto, to be rendered by the Firm as set out solely in the engagement letter after a quote has been obtained and a mandate received;

2.4.4. Written Agreement: The signed Letter of Engagement together with the Standard Terms and Conditions herein constitute the Written Agreement between the Client and the Firm.

3. Headings:

3.1. The headings in the engagement letter and in these terms and conditions shall not in any way affect or govern the interpretation or construction of the applicable terms and conditions.

4. General Principles:

4.1. In providing any non-audit and/or non-financial services, the Firm will:

4.1.1. not act in the capacity of management, and even though certain responsibilities may be delegated to the Firm, this does not discharge the responsibility or accountability of the directors, owners or management of the Client;

4.1.2. not act as a formal delegate of or representative for Client;

4.1.3. not decide on what recommendations/alternatives to accept or implement.

4.2. Whereas the Client will be responsible for:

4.2.1. making all management decisions and performing all management functions, including deciding on what recommendations/alternatives to accept and implement;

4.2.2. designating a competent management member to oversee the services;

4.2.3. evaluating the adequacy and results of the services;

4.2.4. establishing and maintaining internal controls and determining the adequacy of accounting systems;

4.2.5. monitoring ongoing activities, and

4.2.6. providing information as required for the maintenance of the accounting records, preparation of the annual financial statements and matters relating to the mandate that the Firm is to perform.

5. Whole Agreement:

5.1. These terms and conditions and the engagement letter constitute the entire agreement between the Firm and the Client and supersede any prior oral or written representations, if any. They may be varied only by the written agreement of both the Firm and the Client.

5.2. In the event that Services are subcontracted and this has been acknowledged by the Client, this engagement letter and any related approvals for the provision of services will also apply to such subcontracted Services.

5.2.1. The Firm and the Client are independent of each other. Neither party shall act or represent itself as an agent of the other and shall not in any manner assume or create an obligation of, or in the name of, the other.

5.2.2. Where there is a conflict between the terms in the engagement letter and these standard terms and conditions, these standard terms and conditions will apply.

6. Provision of Services:

6.1. The Firm will endeavour to deliver the Services with the requisite level of skill, integrity and professional competence at all times and the Client acknowledges that the Firm may subcontract any Services under this written agreement to any other appropriate professional with the consent of the Client, to any other party;

6.2. Where the delivery of the Services requires information from, or the co-operation of officials and employees of the Client, the Client undertakes to use its best efforts to ensure that its directors, management, officials and employees are available when required and that they provide the necessary information and co-operation on a timely basis. Reasonable facilities and access to data and information will be provided by the Client; and

6.3. If for any reason whatsoever, any amount due by the Client to the Firm is outstanding for more than 30 (Thirty) days, the Firm will be entitled to stop rendering services to the Client until it is paid in full.

7. Electronic Communications:

7.1. 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.

7.2. 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 cannot guarantee that the transmission will be free of infection or its security and confidentiality. We shall each be responsible for protecting our own systems and interests in relation to electronic communications and the Client and the Firm (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;

7.3. The exclusion of liability in clause 7.2 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 the Firm’s or the Client’s respective partners/directors, employees, or agents;

7.4. 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.

8. Intellectual Property:

8.1. The Firm shall retain all intellectual property rights in all materials and working papers, including methodologies, know-how, industry practice, software and tools used, provided by the Firm in providing and delivering the services;

8.2. We may develop amend or utilise unique tools in software format, including spreadsheets, documents, databases and other methodologies to assist us with our assignment. 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;

8.3. Except for cases where a licence is expressly granted by the Firm, the Client shall acquire no rights or interest in such property;

8.4. Any intellectual property and proprietary rights in material provided by Client for performing the services shall remain the property of Client.

9. Non-exclusivity:

9.1. The Client acknowledges that the Firm provides a variety of other services to a large and diverse range of clients. The provision of the Services to the Client will not prevent the Firm from providing the same or similar Services to other parties, some of whom could be competitors of the Client or who may be in conflict with the Client;

9.2. The Client also acknowledges that the Firm may already have provided the same or similar Services to other parties;

9.3. Where we are aware of the same or similar Services being provided to other parties, safeguards will be implemented to ensure that any conflict of interest will be dealt with and the interests of the Client are being protected. These safeguards will include the use of different personnel and other barriers to ensure the confidentiality of information;

9.4. Whilst the Firm will be bound by the confidentiality clauses mentioned below, as well as the confidentiality clauses of the profession’s code of conduct, the Firm shall have the right to use the name of the Client and a description of the Services as a reference in seeking to provide services to other parties, unless the Client expressly forbids this.

10. Confidentiality and Personal Information:

10.1. We will keep confidential all information obtained from the Client except such information as is in the public domain, or where the Client agrees to the Firm making this information available to other parties.

10.1.1. Notwithstanding the above clause, Client acknowledges that we may be required to disclose confidential information to our legal advisers, insurers, professional bodies, or another party under any law requiring such disclosure. Disclosure in any of these instances will be permissible and will not be a breach of confidentiality.

10.1.2. Where the engagement letter is a proposal for work to be performed and the Client does not accept the proposal, any original documentation or property specifically identified by the Firm and provided by the Client will be returned on request. Similarly, any original documentation or property provided to the Client will be returned to the Firm;

10.1.3. The Client acknowledges that the Firm is required, in terms of professional standards, to retain or copy certain documentation to support the work done and any deliverables provided. Where this documentation includes confidential information of the Client, the Firm will be entitled to retain such documentation;

10.1.4. You expressly consent to us collecting, holding, processing, storing you personal information and for statutory and related purposes for disl;csing same to provide you with the services that we provide in terms of our enanagment letter and these terms and conditions;

10.1.5. You consent further that such information can bu utlised by use for providing you with the required advise and services; to notify you of new delevlopments and legislastive changes; confirm and verify address and role player details and to comply with our legal and allstatutory requiremnets. This information many include publiclllay avaiable documnents, your banking details, contact details, and tax numbers and statements.

11. Professional Fees:

11.1. Our fees are set out in the engagement letter.

11.1.1. Disbursements and out-of-pocket expenses incurred in providing the Services will be charged at cost or our predetermined rates. These include all reasonable expenditure necessary for the successful completion of the Services, including but not limited to travelling, subsistence, goods and services purchased on the Client’s behalf, communications, stationery, report and presentation material, secretarial time and computer charges;

11.1.2. Invoices for fees and expenses/disbursements will be presented as agreed or on completion of the Services whichever is the earlier. Invoices are payable on presentation;

11.1.3. The Client acknowledges that the Firm may suspend provision of the services until all amounts due are paid in full. Where the services to be suspended will impact legal compliance deadlines (such as tax submissions) the Client will be informed in a timely manner to ensure that the Client can either make payment or make arrangements to ensure the deadline is met.

12. Use Of Reports and Other Deliverables:

12.1. Any advice, report, certificate, schedule or other deliverable arising from or in connection with the Services will be for the sole use of the party or parties to whom it is addressed and may be relied upon only by that party or parties and used solely for the purpose/s for which it was prepared. No person other than the party or parties to whom it is addressed shall be entitled to place any reliance thereon for any purpose whatsoever.

12.1.1. Any such advice, report, certificate, schedule or other deliverable is based on the particular facts and circumstances of the Client at a particular point in time and on any applicable prevailing rules and regulations in force. Consequently, such advice, report, certificate, schedule or other deliverable may well not be relevant to another party or at a different time and under different circumstances. The Firm does not warrant or guarantee that there will be no change to relevant facts and circumstances in the future or that future events or outcomes will transpire;

12.1.2. Unless otherwise indicated in the advice, report, certificate, schedule or other deliverable, copies or extracts therefrom may be made available to the addressee’s advisors provided that they are to be used by the advisors solely for the purposes stated in such advice, report, certificate, schedule or other deliverable and provided that the advisors are made aware of the terms and conditions;

12.1.3. Copies, in whole or in part of the advice, report, certificate, schedule or other deliverable or extracts therefrom may not be made available to any other party without the prior express written consent of the Firm, which consent may be given or withheld at our absolute discretion;

12.1.4. The Client indemnifies the Firm against any claim by any third party arising from a copy of any report, certificate, schedule or other deliverable or extract therefrom which the third party received from the Client or its advisors;

12.1.5. Only the final signed report, certificate, schedule or other deliverable should be relied and acted upon. Oral communications and draft reports/certificates/other documents must be regarded as preliminary and intended only for discussion purposes.

13. Reliance on Client Information:

13.1. The Services or any portion thereof, is dependent on information supplied by the Client. The Firm shall be entitled to assume that all the data and information provided by Client is accurate, reliable and complete.

13.2. The Firm will not be liable to the Client or to any third party for any damages suffered as a result of the Client providing any information that is incorrect or incomplete or where the Client fails to disclose any relevant information to the Firm; and the Client indemnifies the Firm against any claims or expenses relating thereto.

13.3. We will observe the professional rules and practice guidelines of our professional institution and accept instructions to act for you on the basis that we will act in accordance with those guidelines, using information provided by you.

14. Limitation of Liability:

14.1. The maximum liability of the Firm, its partners, employees, and agents in respect of any and all claims which may arise in respect of the Services shall be limited to the fees charged for these Services individually only. This maximum liability shall be an aggregate liability for all claims howsoever arising, whether by contract, delict, negligence or otherwise.

14.2. You, your agents, employees, executor or assignees may not bring any claim personally against any individual partner/director, member, employee or agent, as the case may be, or the Firm’s contracting party or any body 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 the Firm.

14.3. This restriction shall not operate to limit or exclude the liability of the Firm.

14.4. Any claim by you or other beneficiaries must be made (for these purposes a claim shall be made when court or other dispute resolution proceedings are commenced) within 2 (Two) years of the date on which you or they became aware, or ought reasonably to have become aware, of circumstances giving rise to a claim or potential claim against us.

14.5. Where Services are rendered otherwise than in terms of an engagement letter, this clause shall apply separately to Services relating to each invoice issued:

14.5.1. The Firm, its partners, employees and agents will not be liable to the Client or any third party for any consequential, punitive or any other loss or damages beyond the maximum liability specified;

14.5.2. Where the Services comprise forensic work or litigation support: the Client, in addition to the limitations indicated above, indemnifies the Firm against all liabilities, losses, damages, claims, demands and reasonable expenses including, but not limited to attorneys fees and expenses, in any action brought against the Firm by any other party, except the Client, in connection with or arising out of such Services. This indemnification shall not apply in respect of wilful misconduct or gross negligence on the part of the Firm.

14.6. The Firm shall have no responsibility or liability whatsoever in respect of any advice given or work undertaken for the Client by persons who are not partners, directors, principals, members of staff or employees of the Firm, regardless of whether or not such persons were introduced to the Client by the Firm.

14.7. The Firm has a Professional Indemnity and Cyber Insurance Policy in place, against which a claim shall first be lodged prior to instituting any proceedings against the Firm, for purposes of pursuing such a claim.

11. Professional Fees:

11.1. Our fees are set out in the engagement letter.

11.1.1. Disbursements and out-of-pocket expenses incurred in providing the Services will be charged at cost or our predetermined rates. These include all reasonable expenditure necessary for the successful completion of the Services, including but not limited to travelling, subsistence, goods and services purchased on the Client’s behalf, communications, stationery, report and presentation material, secretarial time and computer charges;

11.1.2. Invoices for fees and expenses/disbursements will be presented as agreed or on completion of the Services whichever is the earlier. Invoices are payable on presentation;

11.1.3. The Client acknowledges that the Firm may suspend provision of the services until all amounts due are paid in full. Where the services to be suspended will impact legal compliance deadlines (such as tax submissions) the Client will be informed in a timely manner to ensure that the Client can either make payment or make arrangements to ensure the deadline is met.

12. Use Of Reports and Other Deliverables:

12.1. Any advice, report, certificate, schedule or other deliverable arising from or in connection with the Services will be for the sole use of the party or parties to whom it is addressed and may be relied upon only by that party or parties and used solely for the purpose/s for which it was prepared. No person other than the party or parties to whom it is addressed shall be entitled to place any reliance thereon for any purpose whatsoever.

12.1.1. Any such advice, report, certificate, schedule or other deliverable is based on the particular facts and circumstances of the Client at a particular point in time and on any applicable prevailing rules and regulations in force. Consequently, such advice, report, certificate, schedule or other deliverable may well not be relevant to another party or at a different time and under different circumstances. The Firm does not warrant or guarantee that there will be no change to relevant facts and circumstances in the future or that future events or outcomes will transpire;

12.1.2. Unless otherwise indicated in the advice, report, certificate, schedule or other deliverable, copies or extracts therefrom may be made available to the addressee’s advisors provided that they are to be used by the advisors solely for the purposes stated in such advice, report, certificate, schedule or other deliverable and provided that the advisors are made aware of the terms and conditions;

12.1.3. Copies, in whole or in part of the advice, report, certificate, schedule or other deliverable or extracts therefrom may not be made available to any other party without the prior express written consent of the Firm, which consent may be given or withheld at our absolute discretion;

12.1.4. The Client indemnifies the Firm against any claim by any third party arising from a copy of any report, certificate, schedule or other deliverable or extract therefrom which the third party received from the Client or its advisors;

12.1.5. Only the final signed report, certificate, schedule or other deliverable should be relied and acted upon. Oral communications and draft reports/certificates/other documents must be regarded as preliminary and intended only for discussion purposes.

13. Reliance on Client Information:

13.1. The Services or any portion thereof, is dependent on information supplied by the Client. The Firm shall be entitled to assume that all the data and information provided by Client is accurate, reliable and complete.

13.2. The Firm will not be liable to the Client or to any third party for any damages suffered as a result of the Client providing any information that is incorrect or incomplete or where the Client fails to disclose any relevant information to the Firm; and the Client indemnifies the Firm against any claims or expenses relating thereto.

13.3. We will observe the professional rules and practice guidelines of our professional institution and accept instructions to act for you on the basis that we will act in accordance with those guidelines, using information provided by you.

14. Limitation of Liability:

14.1. The maximum liability of the Firm, its partners, employees, and agents in respect of any and all claims which may arise in respect of the Services shall be limited to the fees charged for these Services individually only. This maximum liability shall be an aggregate liability for all claims howsoever arising, whether by contract, delict, negligence or otherwise.

14.2. You, your agents, employees, executor or assignees may not bring any claim personally against any individual partner/director, member, employee or agent, as the case may be, or the Firm’s contracting party or any body 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 the Firm.

14.3. This restriction shall not operate to limit or exclude the liability of the Firm.

14.4. Any claim by you or other beneficiaries must be made (for these purposes a claim shall be made when court or other dispute resolution proceedings are commenced) within 2 (Two) years of the date on which you or they became aware, or ought reasonably to have become aware, of circumstances giving rise to a claim or potential claim against us.

14.5. Where Services are rendered otherwise than in terms of an engagement letter, this clause shall apply separately to Services relating to each invoice issued:

14.5.1. The Firm, its partners, employees and agents will not be liable to the Client or any third party for any consequential, punitive or any other loss or damages beyond the maximum liability specified;

14.5.2. Where the Services comprise forensic work or litigation support: the Client, in addition to the limitations indicated above, indemnifies the Firm against all liabilities, losses, damages, claims, demands and reasonable expenses including, but not limited to attorneys fees and expenses, in any action brought against the Firm by any other party, except the Client, in connection with or arising out of such Services. This indemnification shall not apply in respect of wilful misconduct or gross negligence on the part of the Firm.

14.6. The Firm shall have no responsibility or liability whatsoever in respect of any advice given or work undertaken for the Client by persons who are not partners, directors, principals, members of staff or employees of the Firm, regardless of whether or not such persons were introduced to the Client by the Firm.

14.7. The Firm has a Professional Indemnity and Cyber Insurance Policy in place, against which a claim shall first be lodged prior to instituting any proceedings against the Firm, for purposes of pursuing such a claim.

15. Breach:

15.1. In the event of either the Client or the Firm being in breach of any of the terms of the Written Agreement:

15.1.1. the other party may, by written notice require the party which is in breach to remedy such breach within 14 (Fourteen) days thereof;

15.1.2. If the breach has not been remedied within 14 days of receipt of such notice, or if the breach is incapable of being remedied, the other party may in writing terminate the Written Agreement, without prejudice to its right to claim damages.

16. Termination:

16.1. The Written Agreement may be cancelled forthwith by the Client or the Firm in the event of either party going into liquidation or having a judicial manager appointed over all or part of its activities.

16.2. The Firm has the right to terminate the Written Agreement in the event of changes to laws, regulations, or the shareholding/group structure that would render such Services illegal or in conflict with independence or professional rules.

16.3. Unless the termination of the Written Agreement is in terms of clause 15.1.2 above, any party that wishes to cancel same shall provide the other party with notice of cancellation.

17. Suretyship:

17.1. Any natural person (“the Surety”) signing the engagement letter on behalf of the Client, is hereby bound as surety and co-principal debtor, jointly and severally, the one paying the other to be absolved together with the Client (“the Debtor”) for the performance, on demand, of the Debtor’s obligations towards the Firm.

17.2. This suretyship is continuous, covering security for the past, present and future obligations, including actual and contingent obligations of the Debtor to the Firm. The Surety waives the rights to rely upon prescription of any principal obligation or accessory obligation created hereby. The Firm shall retain this suretyship despite any termination of the liability of the Surety in other respects, which suretyship remains the Firm’s property. The Surety waives notice of dishonour by the Debtor.

17.3. The Surety waives and renounces:

17.3.1. any right to claim an accounting from the Firm before making payment;

17.3.2. any benefits which the Surety as surety is entitled to in law, without detracting from the generality of the aforegoing, including the benefits of: excussion; division; cession of action and being sued together.

17.3.3. The Surety acknowledges that he/she knows and understands the meaning and full force and effect of such benefits.

17.4. The Surety acknowledges that this suretyship was completed in all respects when the Surety signed it; the rights and obligations of the Firm, the Debtor and Surety/ies have been incorporated into one document for convenience only, and the failure of any Surety or Debtor to execute this suretyship, notwithstanding that such Surety or Debtor is reflected herein as a party, to be bound by this surety for any reason after execution, will not vitiate, diminish or affect the obligations of any other Surety or the rights of the Firm, as it is agreed that the liability of the Surety is not dependent, wholly or in part, on the liability of any other Surety or intended Surety.

18. Lien:

The Client agrees that the Firm shall not release any documents of any nature contained in the Client’s file(s) to the Client until any and all amounts due by the Client to the Firm have been paid in full, by virtue of the Firm’s lien over said documents.

19. Certificate of Balance:

All amounts due by the Client to the Firm will be established by a certificate issued by the Firm. The Client will bear the onus of proving any error in such certificate. Such certificate will be proof of the obligation or amount of the indebtedness of the Client, including proof of an amount which would otherwise be illiquid, and the Debtor will bear the onus of proving any error in such certificate. Such certificate will be valid against the Client in any competent Court.

20. Governing Law:

The interpretation and enforcement hereof will be governed and construed according to the laws of South Africa.

21. Amendments:

No representation/s, communications or verbal agreement/s purporting to vary, add to, amend, delete from, or cancel this agreement will be of any force and/or effect unless, or until same is reduced to writing and signed by both parties.

22. Waiver:

No relaxation by a party of any of its rights in terms of this Agreement at any time will prejudice or constitute a waiver of its rights unless or until such waiver its reduced to writing prior to the date on which the obligation concerned was due for fulfilment and that party will be entitled to exercise its rights thereafter as if such relaxation or indulgence had not taken place.

23. Severability:

Any term hereof, or any part thereof (“offending term”) declared, or otherwise having the effect that this agreement is void or unenforceable for any reason whatsoever, the remaining terms hereof will remain valid and of full force and effect and the offending term will be deemed pro non-scripto and this agreement will be interpreted to give effect to the remainder of the provisions hereof.

24. Address For Service Of Notices And Legal Process:

24.1. The Client chooses the address contained in the engagement letter as the Client’s chosen address for purposes of service of all notices/legal processes in respect hereof.

24.2. In any event, written Notice actually received will be adequate notice, notwithstanding that it was not sent to or delivered at the Client chosen address.