Terms of Service

1. Acceptance of Terms

These Terms of Service ("Terms") constitute a legally binding agreement between Kulungwana Accountants (Pty) Ltd ("Kulungwana," "we," "us," or "our") and you ("Client," "you," or "your") regarding your use of our professional accounting and advisory services.

1.1 Effective Date

These Terms become effective upon the earlier of:

• Your signature on a formal engagement letter or service agreement
• Your acceptance of our written proposal for services
• Commencement of service delivery by Kulungwana
• Payment of any fees to Kulungwana

1.2 Relationship to Other Agreements

These Terms supplement and are incorporated into any specific engagement letters, service agreements, or other written contracts between Kulungwana and the Client. In case of conflict, the terms of specific written agreements shall prevail over these general Terms.

2. Services Provided

Kulungwana provides a comprehensive range of professional accounting and advisory services to businesses and individuals throughout South Africa.

2.1 Core Services

Our services include, but are not limited to:

• Accounting Services: Bookkeeping, financial statement preparation, management accounting
• Tax Services: Tax planning, compliance, advisory, SARS representation
• Audit Services: External audits, internal audits, compliance audits
• Advisory Services: Business strategy, risk management, governance advisory
• Specialized Services: ICT audits, regulatory compliance, business valuations

2.2 Service Specifications

Specific services to be provided will be detailed in individual engagement letters or service agreements, which will specify:

• Scope of work and deliverables
• Timeline and milestones
• Fee structure and payment terms
• Client responsibilities and requirements
• Any limitations or exclusions

2.3 Professional Standards

All services are provided in accordance with:

• South African Institute of Chartered Accountants (SAICA) standards
• Independent Regulatory Board for Auditors (IRBA) requirements
• International Financial Reporting Standards (IFRS)
• Generally Recognised Accounting Practice (GRAP)
• Applicable South African legislation and regulations

3. Client Obligations

Effective service delivery requires active client participation and cooperation. The Client agrees to fulfill the following obligations:

3.1 Information Provision

• Provide accurate, complete, and timely information as required
• Grant access to relevant records, systems, and personnel
• Disclose all material facts and circumstances
• Notify us promptly of any changes affecting our services
• Maintain proper books and records as required by law

3.2 Cooperation and Communication

• Designate authorized personnel for communication and decision-making
• Respond promptly to requests for information or clarification
• Attend meetings and provide necessary approvals in a timely manner
• Review and approve deliverables within agreed timeframes

3.3 Compliance Responsibilities

• Ensure compliance with all applicable laws and regulations
• Implement recommendations and maintain internal controls
• File required returns and make necessary payments to authorities
• Maintain appropriate insurance coverage

4. Fees and Payment

4.1 Fee Structure

Our fees are based on various factors including:

• Time and expertise required
• Complexity and scope of work
• Seniority of personnel assigned
• Urgency and timeline requirements
• Value delivered to the client

4.2 Fee Arrangements

Fees may be structured as:

• Fixed Fees: Predetermined amount for specific deliverables
• Time-Based Fees: Hourly or daily rates for personnel
• Retainer Arrangements: Monthly or annual fees for ongoing services
• Success-Based Fees: Performance-linked compensation (where appropriate)

4.3 Payment Terms

• Invoices are typically issued monthly or upon completion of milestones
• Payment is due within 30 days of invoice date unless otherwise agreed
• Interest may be charged on overdue amounts at the rate of 2% per month
• We reserve the right to suspend services for overdue accounts

4.4 Expenses and Disbursements

Client is responsible for reimbursing reasonable expenses including:

• Travel and accommodation costs
• Third-party fees (filing fees, search costs, etc.)
• Printing, postage, and communication costs
• Specialized software or database access fees

5. Confidentiality

Kulungwana is committed to maintaining the strict confidentiality of all client information in accordance with professional standards and legal requirements.

5.1 Confidentiality Obligations

We undertake to:

• Keep all client information strictly confidential
• Use information only for the purposes of providing services
• Implement appropriate security measures to protect information
• Limit access to information to authorized personnel only
• Not disclose information to third parties without consent

5.2 Exceptions to Confidentiality

We may disclose client information where:

• Required by law or court order
• Requested by regulatory authorities (SARS, IRBA, etc.)
• Necessary for legal proceedings involving Kulungwana
• Client provides written consent for disclosure
• Required for quality control or peer review purposes

5.3 Document Retention

We retain client documents and working papers in accordance with:

• Professional standards (minimum 7 years for audit files)
• Legal requirements (5 years for tax records)
• Regulatory requirements and best practices
• Our internal document retention policies

6. Professional Standards

Kulungwana is committed to maintaining the highest professional standards in all aspects of our service delivery.

6.1 Professional Bodies

Our firm and personnel maintain memberships and good standing with:

• South African Institute of Chartered Accountants (SAICA)
• Independent Regulatory Board for Auditors (IRBA)
• South African Institute of Professional Accountants (SAIPA)
• Institute of Internal Auditors South Africa (IIA-SA)

6.2 Quality Control

We maintain comprehensive quality control procedures including:

• Peer review and supervision of all work
• Regular training and professional development
• Independent quality assurance reviews
• Client feedback and satisfaction monitoring
• Continuous improvement initiatives

6.3 Independence and Objectivity

We maintain independence and objectivity through:

• Conflict of interest identification and management
• Independence monitoring and documentation
• Rotation of senior personnel where required
• Prohibition of certain relationships and investments

7. Limitation of Liability

While we strive for excellence in all our services, it is important to understand the limitations of our liability.

7.1 Standard of Care

Kulungwana agrees to perform services with the care and skill ordinarily exercised by members of the accounting profession under similar circumstances. However, we do not guarantee specific outcomes or results.

7.2 Limitation of Damages

To the maximum extent permitted by law, Kulungwana's liability is limited to:

• The amount of fees paid for the specific service giving rise to the claim
• Our professional indemnity insurance coverage limits
• Direct damages only (excluding consequential or indirect damages)

7.3 Excluded Liabilities

We exclude liability for:

• Consequential, indirect, or special damages
• Loss of profits, business, or opportunities
• Damages arising from client's failure to implement recommendations
• Third-party claims (except where we owe a duty of care)
• Acts or omissions of third parties

7.4 Insurance Coverage

Kulungwana maintains professional indemnity insurance with coverage limits appropriate to our practice. Details of our insurance coverage are available upon request.

8. Intellectual Property

8.1 Kulungwana Property

The following remain the exclusive property of Kulungwana:

• Methodologies, templates, and proprietary tools
• Working papers and internal documentation
• Software, systems, and technological solutions
• Training materials and knowledge base content
• Branding, logos, and marketing materials

8.2 Client Property

The following remain the property of the Client:

• Original books, records, and source documents
• Client data and business information
• Pre-existing intellectual property
• Final deliverables and reports (upon payment)

8.3 Shared Rights

Certain work products may involve shared or limited rights:

• Client may use deliverables for internal business purposes
• Kulungwana retains rights to general knowledge and experience gained
• Neither party may use the other's confidential information improperly

9. Termination

9.1 Termination by Client

The Client may terminate services:

• At any time with 30 days written notice
• Immediately for material breach by Kulungwana
• Upon completion of agreed scope of work

9.2 Termination by Kulungwana

Kulungwana may terminate services:

• With 30 days written notice for convenience
• Immediately for non-payment of fees
• For material breach of client obligations
• Where continuation would compromise professional standards
• For conflicts of interest that cannot be resolved

9.3 Effects of Termination

Upon termination:

• Client remains liable for all fees and expenses incurred
• Kulungwana will return client documents upon request
• Work in progress will be billed on a time and materials basis
• Confidentiality obligations continue indefinitely
• Both parties will cooperate in orderly transition of services

10. Dispute Resolution

We are committed to resolving disputes fairly and efficiently through the following process:

10.1 Direct Negotiation

Any dispute should first be addressed through direct communication between the parties. We encourage open dialogue to resolve issues promptly and maintain positive relationships.

10.2 Mediation

If direct negotiation fails, disputes may be referred to mediation through:

• A mutually agreed mediator
• The Arbitration Foundation of Southern Africa (AFSA)
• Another recognized mediation service

10.3 Arbitration

Unresolved disputes may be referred to binding arbitration under:

• The rules of the Arbitration Foundation of Southern Africa
• A single arbitrator agreed upon by both parties
• Proceedings conducted in English in Pretoria, South Africa

10.4 Professional Complaints

Clients may also lodge complaints with relevant professional bodies:

• SAICA Professional Conduct Committee
• IRBA Investigating Committee
• Other relevant regulatory authorities

11. Applicable Law

11.1 Governing Law

These Terms are governed by the laws of the Republic of South Africa. Any legal proceedings will be subject to the jurisdiction of the South African courts.

11.2 Regulatory Compliance

Our services are provided in compliance with all applicable South African laws and regulations, including but not limited to:

• Companies Act, 2008
• Income Tax Act, 1962
• Value-Added Tax Act, 1991
• Auditing Profession Act, 2005
• Protection of Personal Information Act, 2013
• Financial Intelligence Centre Act, 2001

11.3 International Standards

Where applicable, we also adhere to international standards such as:

• International Financial Reporting Standards (IFRS)
• International Standards on Auditing (ISAs)
• International Standards for the Professional Practice of Internal Auditing
• COBIT and other governance frameworks

12. Amendments

12.1 Updates to Terms

Kulungwana reserves the right to update these Terms from time to time to reflect:

• Changes in applicable laws and regulations
• Evolution of professional standards
• Updates to our service offerings
• Improvements to our policies and procedures

12.2 Notification Process

We will notify clients of material changes through:

• Email notification to registered clients
• Updates posted on our website
• Communication during regular service interactions

12.3 Acceptance of Changes

Continued engagement of our services after notification of changes constitutes acceptance of the updated Terms. If you do not agree with any changes, you may terminate services in accordance with the termination provisions.

Contact Information

For questions about these Terms of Service or any aspect of our services, please contact us:

Professional Registrations:

• SAICA Practice Number: 12345
• IRBA Registration Number: 67890
• VAT Registration Number: 4123456789
• Company Registration Number: 2023/123456/07