Terms of Service - Twigg Advisory Services

This document describes the standard terms, conditions, and limitations relating to our provision of tax services. Except to the extent we expressly agree in writing that specifically refers to the engagement covered by this Engagement Letter, all services that we provide to you relating to tax return preparation, tax consultation and advice, representation in any tax controversy matter, or any other local, or foreign tax matter, are subject to the following terms, conditions, and limitations (these Terms). References to the “Engagement Letter” means the letter or other document describing the scope of our services and the associated fee arrangement to which these terms are attached. References to the “Acts” mean the Tax Administration Act and Income Tax Act, as amended.

Terms Regarding Tax Return Preparation
1. Scope of Return Preparation Services. Our services in preparing your tax returns are limited to tax return preparation, and our preparation of a return should not be viewed as assurance that any particular reported position is correct. If we become aware of a return position for which we believe a penalty under the Code is likely to apply, we will bring that position to your attention. If you would like us to advise you concerning any specific matter on your tax return, please contact us to discuss expanding the scope of our services. Any Tax Advice rendered in connection with the preparation of any tax return is subject to the provisions described under “Terms Regarding Tax Advice” below.
2. Reliance on Information. We will rely on the financial statements or other financial information that you provide. We will not investigate or verify any facts underlying the transactions reported on your tax return. If the actual facts differ from the facts represented to or understood by us, or if there are related facts of which we are not aware, the reporting of the transactions could be materially different than that reported on the returns prepared by us.
3. Responsibility for Accuracy. We will exercise due professional care and judgment to include all required information in your tax returns. It is your responsibility to ensure that you provide us with complete and accurate information.
Terms Regarding Tax Advice
1. Limitations on Oral and Email Communication. We may discuss with you our views regarding the tax treatment of certain items. We may also provide you with tax information in the body of an email. Any advice or information delivered orally or in the body of an email (as opposed to a memorandum delivered as an email attachment) will be based upon limited tax research and limited discussion and analysis of the underlying facts. Additional research or more complete review of the facts could affect our analysis and conclusions. Because of these limitations and the related risks, it may not be appropriate to proceed with any transaction or any tax return reporting position solely on the basis of any oral or email communication. You accept all responsibility for any loss, cost, or expenses resulting from your decision:
  1. not to have us perform the research and analysis necessary to reach a more definitive conclusion and
  2. to instead rely on an oral or email communication.
  The limitation in this paragraph will not apply to an item of written Tax Advice that is delivered to you as a document attached to an email.
2. Facts and Assumptions. Our investigation to confirm or verify any facts described in any letter, memorandum, or opinion addressing the application of tax laws to a particular situation (“Tax Advice”) will be limited to the investigation described in the body of the Tax Advice, and we will rely on the assumptions and representations described in the Tax Advice. Any change in or addition to these facts, assumptions, or representations could materially and adversely affect our analysis and conclusions. If you for any reason believe that any facts, assumptions, or representations in any Tax Advice are incorrect or incomplete, you must notify us immediately to discuss the impact on our analysis and conclusions. You should not rely upon any item of Tax Advice that is based on facts, assumptions, or representations that you believe to be incorrect or incomplete.
3. Issues Addressed. Each item of Tax Advice will be limited to advice concerning the tax issues described in the Tax Advice, and it may not consider all of the issues that may arise in connection with the transaction. Except as expressly stated in an item of Tax Advice, our advice is not an endorsement of any particular transaction structure, nor is it a recommendation that any addressee proceed with the transaction structure described in the Tax Advice.
4. Level of Assurance for Tax Advice. Many areas of tax law are unclear, and the application of the tax law to any particular facts may be subject to more than one interpretation. Our Tax Advice will be based upon our interpretation of applicable law and regulations, and certain case and ruling authority as of the date of the Tax Advice. The level of assurance for any particular item of Tax Advice will depend on the underlying facts, the clarity of applicable law, regulations, rulings, and court cases, and the extent of factual due diligence and tax research performed. The conclusions in our Tax Advice will be based on our good faith belief that they meet the level of assurance stated in the Tax Advice. Obtaining Tax Advice at a particular level of assurance may in some cases provide a defence to certain tax penalties, but you should not assume that an item of Tax Advice will offer you protection from penalties except as expressly stated in the Tax Advice.
  
  Our analysis and conclusions will be based upon our professional judgment, will not be a guarantee of the ultimate tax consequences of the transactions described in the Tax Advice, and will not be binding on SARS or any court. If you would like greater certainty regarding the tax treatment of any particular transaction, please contact us to discuss the possibility of obtaining a ruling from the appropriate tax authority.
5. Reliance and Distribution. Each item of Tax Advice is rendered only for the benefit of the named addressee(s), and does not address the tax consequences to any other person or entity that is not an addressee. No person or entity other than the named addressee(s) may rely on the Tax Advice.
Terms Applicable to All Tax Services
1. Scope of Services. Our services will be limited to the services specifically described in our Engagement Letter. Services in providing Tax Advice or in preparing a tax return do not include representation in the event of an examination by SARS. If you need tax services beyond those specifically described in our Engagement Letter, these additional services would constitute either a separate engagement or an expansion of an existing engagement at an additional cost. Our agreement to provide services for one engagement does not obligate us to accept any other engagement.
2. Your Responsibilities. In order for us to provide effective services, you must cooperate with us and provide us with any information that we request, all on a timely basis. Any failure to fulfill this responsibility will be grounds for our suspending or terminating our services.
3. Decisions. While we will provide you with advice concerning tax return reporting and the tax consequences of certain transactions, you will retain all authority and responsibility for any decisions based on our advice.
4. Confidentiality. We will maintain the confidentiality of your Confidential Information. We may disclose your Confidential Information to our employees and third party contractors as necessary to provide our services, We may also disclose Confidential Information if required by a court or governmental agency, but we will use commercially reasonable efforts to inform you prior to disclosure. By agreeing to the Engagement Letter, you specifically authorize the disclosures described in this paragraph.
5. Changes in Law. Subsequent changes to applicable law or regulations, or the issuance of new case or ruling authority, could materially and adversely affect the analysis and conclusions in an item of Tax Advice or a position reported on a tax return. Neither the delivery of any Tax Advice nor the preparation of a tax return is an undertaking on our part to advise you of any changes in law.
6. Deliverables. We will deliver to you the items expressly set out in the Engagement Letter. All our work and files will remain our property, and we retain all copyrights and intellectual property with respect to our work.
7. Document Production and Testimony. If we are requested or authorized by you, or if we are required by law, subpoena or other legal process, to produce any documents or files, or to make our personnel available as witnesses with respect to this engagement, you will, so long as we are not a party to the proceeding in which the information is sought, reimburse us for our professional time and expenses, as well as the reasonable fees and expenses of our counsel, incurred in responding to such requests.
General Business Terms
1. Requests for Services. In responding to requests for services made by your officers, managers, employees, or agents, we will presume that all requests have been authorized by your internal procedures. If you wish to limit the individuals who can request services, you must notify us of any limitations in writing.
2. Billing. Our fees and expenses will be billed on a regular basis. Each invoice is payable upon receipt of the invoice. If you believe that any invoice is incorrect or if you wish to dispute any invoice, you must notify us in writing within 30 days of your receipt of the invoice. We reserve the right to charge interest on any invoice that is not paid within 30 days of the invoice date.
3. Suspension of Services. If you fail to pay any invoice when due, we reserve the right to suspend the performance of services until your account is paid in full or you have made other payment arrangements satisfactory to us. Our suspension of services will not affect your obligations to us under the Engagement Letter or these terms.
4. Termination. You may terminate the Engagement Letter at any time by written notice to us. Subject to any restrictions imposed by applicable ethical rules, we may terminate the Engagement Letter at any time upon written notice to you. Termination for any reason will not affect your obligation to pay us for fees and expenses incurred prior to termination or in transferring files to and otherwise cooperating with any successor tax preparer or tax advisor. If you terminate any Engagement Letter after we have commenced performing services under a fixed fee arrangement, you will be obligated to pay us the entire fixed fee upon termination.
5. Survival of Provisions. All provisions of these Terms will survive the termination or cancellation of the Engagement Letter, except that (i) we will not have any obligation to provide services after termination and (ii) except as provided in paragraph 3.7, and 4.3, you will not have any obligation to pay us for any services that we perform after termination.
6. Entire Agreement;. These Terms and the Engagement Letter represent our entire agreement and understanding concerning the engagement described in the Engagement Letter, and they supersede all prior agreements. All Terms and the Engagement Letter must be construed according to their fair meaning and not strictly for or against any party.
7. Amendments, Waivers and Consents. Neither these Terms nor the Engagement Letter may be amended except by our mutual written agreement. No waiver of any breach of these Terms or the Engagement Letter will be effective unless the waiver is in writing and signed by the party against whom the waiver will be enforced. No waiver of anyone breach will be deemed a waiver of any other or subsequent breach.
Liability and Dispute Resolution
1. Indemnification for Breach. Subject to the provisions of paragraph 5.2, each party will indemnify the other for any loss, liability, or obligation arising out of or relating to a failure to fulfill its obligations under the Engagement Letter or these Terms.
2. Opportunity to Cure and Liability Limitations. In the event that we fail to meet our obligations under the Engagement Letter or these Terms, you must notify us in writing and provide us with the opportunity to re-perform the services. If the services cannot be re-performed, or if re-performance will not cure the breach, then your remedy will be for us to refund our fees relating to these services up to the amount of your direct damages caused by our failure to meet our obligations. In no event will our aggregate liability for claims, whether in contract, in tort, at law, or in equity, arising out of or relating to our failure to meet our obligations under the Engagement Letter or these Terms exceed the amount of our fees actually paid to us under the Engagement Letter. In no event will we be liable for loss of profits or any consequential, indirect, special, exemplary, or punitive damages.