The following standard terms of business apply to all engagements accepted by Aaron Wong & Co. All work is carried out under these terms except where changes are expressly agreed in writing.
1. Applicable law
1.1 Our engagement letter, the schedule(s) of services and our Standard Terms and Conditions of Business are governed by, and should be construed in accordance with the laws of the Hong Kong Special Administrative Region (“HKSAR”). Each party agrees that the courts of HKSAR will have exclusive jurisdiction in relation to any claim, dispute or difference concerning this engagement letter and any matter arising from it on any basis. Each party irrevocably waives any right to object to any action being brought in those Courts, to claim that the action has been brought in an inappropriate forum, or to claim that those Courts do not have jurisdiction.
1.2 We will not accept responsibility if you act on advice previously given by us without first confirming with us that the advice is still valid in light of any change in law or in your circumstances. We will accept no liability for losses arising from changes in the law, or the interpretation thereof, that occur after the date on which the advice is given.
2. Client identification
2.1 As with other professional services firms, we are required to identify our clients for the purposes of Money Laundering Regulations. We may request from you, and retain, such information and documentation as we require for these purposes and/or make searches of appropriate databases. If we are not able to obtain satisfactory evidence of your identity, we will not be able to proceed with the engagement.
3. Professional rules and statutory obligations
3.1 We will observe and act in accordance with the By-laws and Code of Ethics of the Hong Kong Certified Public Accountants (“HKICPA”) and other regulations under the Laws of Hong Kong. We accept instructions to act for you on this basis. You can see copies of these requirements on the website of the HKICPA at http://www.hkicpa.org.hk/en/standards-and-regulations/standards/
3.2 We confirm that we are statutory auditors eligible to conduct audits under the Companies Ordinance (Cap. 622). When conducting audit work, we are required to comply with the Ethical and Auditing Standards issued by the HKICPA.
4. Personal Data (Privacy) Ordinance
4.1 We may obtain, use, process and disclose personal data about you in order that we may discharge the services agreed under this engagement letter, and for other related purposes and statutory returns, crime prevention and legal and regulatory compliance. You have a right to request access to or correction of personal data. We confirm that when processing data on your behalf we will comply with the provisions of the Ordinance.
5. Client monies
5.1 We may, from time to time, hold money on your behalf. Such money will be held in trust in a client bank account, which is segregated from the firm’s funds. The account will be operated, and all funds dealt with in accordance with the ethical guidelines on clients’ monies issued by the HKICPA.
5.2 No client monies will be held in an interest-bearing account. Nevertheless, if the total sum of money to be held on your behalf is enough to give rise to a significant amount of interest or is likely to do so, then we may put the money in a separate interest-bearing client bank account designated to you and pay the interest to you. We reserve the right to impose one-off and recurring administrative charges. Subject to any tax legislation, interest will be paid gross.
5.3 We will return monies held on your behalf promptly, as soon as there is no longer any reason to retain those funds. If any funds remain in our client account that are unclaimed, and the client to which they relate has remained untraced for five years, or we as a firm cease to practice, we may pay those monies to a registered charity.
6. Commission or other benefits
6.1 In some circumstances, commissions or other benefits may become payable to us or to one of our associates for introductions to other professionals or in respect of transactions we or such associates arrange for you. If this happens, you will be notified of the amount, the terms of payment and receipt of any such commissions or benefits. You consent to such commission or other benefits being retained by us or, as the case may be, by our associates, without our being liable to account to you for any such amounts.
7. Confidentiality
7.1 Unless we are authorized by you to disclose information on your behalf, we confirm that if you give us confidential information we will, at all times during and after this engagement, keep it confidential, except as required by law or as provided for in regulatory, ethical or other professional pronouncements applicable to us or our engagement.
7.2 You agree that, if we act for other clients who are or who become your competitors, to comply with our duty of confidentiality it will be sufficient for us to take such steps as we think appropriate to preserve the confidentiality of information given to us by you, both during and after this engagement. These may include taking the same or similar steps as we take in respect of the confidentiality of our own information.
7.3 In addition, if we act for other clients whose interests are or may be adverse to yours, we will manage the conflict by implementing additional safeguards to preserve confidentiality. Safeguards may include measures such as separate teams, physical separation of teams, and separate arrangements for storage of, and access to, information.
7.4 You agree that the effective implementation of such steps or safeguards as described above will provide adequate measures to avoid any real risk of confidentiality being impaired.
7.5 We may, on occasions, subcontract work on your affairs to other tax or accounting professionals. The subcontractors will be bound by our client confidentiality terms.
7.6 If we use external or cloud based systems, we will ensure confidentiality of your information is maintained.
7.7 We reserve the right, for the purpose of promotional activity, training or for other business purposes, to mention that you are a client. As stated above, we will not disclose any confidential information.
8. Conflict of interest
8.1 We will inform you if we become aware of any conflict of interest in our relationship with you or another client, unless we are unable to do so because of our confidentiality obligations. We have safeguards that can be implemented to protect the interests of different clients if a conflict arises. If conflicts are identified which cannot be managed in a way that protects your interests, we regret that we will be unable to provide further services.
8.2 If there is a conflict of interest that is capable of being addressed successfully by the adoption of suitable safeguards to protect your interests, we will adopt those safeguards. In resolving the conflict, we would be guided by the Code of Ethics issued by the HKICPA. During and after our engagement, you agree that we reserve the right to act for other clients whose interests are or may compete with or be adverse to yours, subject, of course, to our obligations of confidentiality and the safeguards set out in the paragraph on confidentiality above.
9. Quality control
9.1 As part of our ongoing commitment to providing a quality service and as required by the Hong Kong Standard on Quality Control 1 issued by the HKICPA, our working files about audit engagements are periodically subject to an independent quality review. Our reviewers are highly experienced and professional people and are, of course, bound by the same requirements of confidentiality as our principals and staff.
10. Help us to give you the right service
10.1 We are committed to providing you with a high quality service that is both efficient and effective. If at any time you would like to discuss with us how our service to you could be improved, or if you are dissatisfied with the service you are receiving, please let us know, by telephoning to our principal directly.
10.2 We undertake to look into any complaint carefully and promptly and to do all we can to explain the position to you. If you feel that we have given you a less than satisfactory service, we undertake to do everything reasonable to address your concerns. If you are still not satisfied, you may of course take up matters with HKICPA.
11. Investment services
11.1 Incidental to our services, we may be required by you to provide advisory on securities and asset management, which fall within the regulated activities under Schedule 5 to the Securities and Future Ordinance (“SFO”).
11.2 Although licenses are required to obtain from the Securities and Future Commission (“SFC”) to conduct certain regulated activities, we are exempt persons to provide certain limited advisory services where these are complimentary to, or arise out of, the professional services we are providing to you.
12. Unsolicited services
12.1 To enable us to provide you with a proper service, there may be occasions when we will need to contact you without your express permission concerning other financial matters.
13. Communications
13.1 Emails and other electronic message services may be used to enable us to communicate with you easier and quicker. 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 virus check on any attachments received.
13.2 Internet and other electronic communications are capable of data corruption and therefore we do not accept any responsibility for changes made to such communications after their despatch. It may therefore be inappropriate to rely on advice contained in an e-mail or message without obtaining written confirmation of it. We do not accept responsibility for any errors or problems that may arise through the use of internet or other instant communication and all risks connected with sending commercially sensitive information relating to your business are borne by you. If you do not agree to accept this risk, you should notify us in writing that e-mail or instant message is not an acceptable means of communication.
13.3 Identity of sender of email or message may be wrong or disguised through malicious software which is beyond our control. Therefore, when using the emails or other electronic communications, please be cautious if the information or requests contained in the email or message are in doubt.
14. Fees and payment terms
14.1 Our fees may depend, not only upon the time spent on your affairs, but also on the level of skill and responsibility and the importance and value of the advice we provide, as well as the level of risk.
14.2 If we provide you with an estimate of our fees for any specific work, the estimate will not be contractually binding unless we explicitly state that will be the case. Otherwise, our fees will be calculated on the basis of the hours worked by each member of staff necessarily engaged on your affairs, multiplied by their charge-our rates per hour ranged from HK$500 to HK$2,000.
14.3 We may indicate upon request a fixed fee for the provision of specific services or an indicative range of fees for an assignment. It is not our practice to identify fixed fees for more than a year ahead as such fee quotes need to be reviewed in the light of events. If it becomes apparent to us, due to unforeseen circumstances, that a fee quote is inadequate, we reserve the right to notify you of a revised figure or range and to seek your agreement thereto.
14.4 If it is necessary to carry out work outside the responsibilities outlined in our engagement letter it will involve additional fees. Accordingly we would like to point out that it is in your interests to ensure that your records etc. are completed to the agreed stage.
14.5 Unless we expressly agree that certain services rendered under 14.4 above by us are complimentary, you should not presume that such services would not be billed to you.
14.6 In addition to our fees, any out-of-pocket expenses incurred in connection with or incidental to the engagement will be charged to you. Some out-of-pocket expenses including travel and subsistence and goods and services bought for you will be charged on an actual basis, others (if any) will be charged at reasonable cost.
14.7 Invoices are payable in full before the report is signed and the financial statements are made available.
14.8 We reserve the right to charge interest at the rate of 1.5% per month in the case of overdue accounts. An account will be regarded as overdue when payment is not received within thirty (30) days from the date of presentation. Without limiting our rights and remedies, the firm will have the right to halt or terminate entirely our services until payment is received on past due invoices. We also reserve the right to terminate our engagement and cease acting if payment of any fees billed is unduly delayed. However, it is not our intention to use these rights in a way, which is unfair and unreasonable.
14.9 Insofar as we are permitted to so by law or professional guidelines, we reserve the right to exercise a lien over all funds, documents and records in our possession relating to all engagements for you until all outstanding fees and disbursements are paid in full.
15. Ownership and retention of records
15.1 All papers and documents we produce in the course of our work for you will remain the property of the firm, apart from correspondence on your behalf with the relevant tax authorities.
15.2 We also retain the copyright and all intellectual property rights in all original material provided to you.
15.3 During the course of our work, we will collect information from you and others acting on your behalf and will return any original documents to you following the preparation of your financial statements and returns. You have a legal responsibility to retain documents and records relevant to your financial affairs and should retain these records normally for at least seven years from the end of the accounting year to which they relate. We will return any original documents to you if requested.
15.4 Although certain documents may legally belong to you, we may destroy correspondence and other papers that we store electronically or otherwise that are more than seven years old, except documents we think may be of continuing significance. You must tell us if you wish us to keep any document for any longer period. We may levy a fee for storage costs for those documents.
16. Limitation of liability, actions and third party rights
16.1 We will provide our professional services with reasonable care and skill. However, we will not be held responsible for any losses arising from the supply by you or others of false, incorrect, misleading or incomplete information, or your or others’ failure to supply any appropriate information or your failure to act on our advice or respond promptly to communications from us or other relevant authorities.
16.2 You agree to hold harmless and indemnify us against any representation, whether intentional or unintentional, supplied to us orally or in writing in connection with this agreement. You have agreed that you will not bring any claim in connection with services provided to you by the firm against any of our employees on a personal basis
16.3 The advice and information we provide to you as part of our service is for your sole use and will be specific to your current situations and intentions and as such, will not be suitable for use at a different time, in different circumstances or to achieve other aims or for the use of others. You should only use the advice for the intended purpose, and no other person is entitled to rely on the advice for any purpose. Our report is done for the purpose as set out in engagement letter. Our report and any part thereof should not be produced to or shared with any third party without our prior written consent.
16.4 The advice, information and report we provide to you as part of our service is for your sole use, and not for any third party to whom you may communicate it, unless we have expressly agreed in the engagement letter that a specified third party may rely on our work. We accept no responsibility to third parties, including any group company to whom the engagement letter is not addressed, for any advice, information or material produced as part of our work for you which you make available to them. A party to this agreement is the only person who has the right to enforce any of its terms and no rights or benefits are conferred on any third party. For avoidance of doubts, no person other than the client and our firm will have any right under the Contracts (Rights of Third Parties) Ordinance to enforce or enjoy the benefit of any of the provisions of these terms and conditions.
16.5 No actions, regardless of form, arising from or relating to this engagement, may be brought by either party more than three years after the cause of action has accrued except that an action for non-payment of fees may be brought by a party not later than three years following the due date of the last payment owing to such party.
17. Period of engagement and termination
17.1 Unless otherwise agreed in our engagement letter, our work will begin when we receive implicit or explicit acceptance of that letter. Except as stated in that letter we will not be responsible for periods before that date.
17.2 Each of us may terminate our agreement by giving not less than 21 days notice in writing to the other party except where you fail to cooperate with us or we have reason to believe that you have provided us or relevant authorities with misleading information, in which case we may terminate this agreement immediately. Termination will be without prejudice to any rights that may have accrued to either of us prior to termination.
17.3 In the event of termination of our contract, we will endeavour to agree with you the arrangements for the completion of work in progress at that time, unless we are required for legal or regulatory reasons to cease work immediately. In that event, we shall not be required to carry out further work and shall not be responsible or liable for any consequences arising from termination.
18. Timing of our services
18.1 If you provide us with all information and explanations on a timely basis in accordance with our requirements, we will plan to undertake the work within a reasonable period of time to meet any regulatory deadlines. However, failure to complete our services before any such regulatory deadline would not, of itself, mean that we are liable for any penalty or additional costs arising.
19. Reliance on advice
19.1 We will endeavour to record all advice on important matters in writing. Advice given orally is not intended to be relied upon unless confirmed in writing. Therefore, if we provide oral advice (for example, during the course of a meeting or a telephone conversation) and you wish to be able to rely on that advice, you must ask for the advice to be confirmed by us in writing.
19.2 Likewise, during the casual chatting with our staff or principal, the advice or information passed on to you through electronic means such as instant messages or emails or extracts or hyperlinks of the website should be used as a general reference only.
Aaron Wong & Co.
Chartered Accountants HK