Terms of Agreement
- To provide Accounting Service for your Company starting from the date based on the agreement.
Scope of works
To prepare and update the accounts of the Company which includes:
- Coding and input of revenue, expenses, assets and liabilities items to the correct account code, GST entry;
- Coding and input of journals;
- Advice in relation to accounts prepared as deemed appropriate;
- Bank reconciliation of bank statement; and
- Preparation of management account;
- The scope of engagement will exclude administrative job such as payroll processing, preparing payment voucher and etc.
- The scope of engagement will be limited to performance of the services listed above.
- We consider that we have the necessary expertise to perform the services by our engagement. However, any changes to the scope of our new engagement may require us to reconsider the terms of our engagement and/or make new arrangement with you.
Company/Board of Director’s Responsibility Pursuant to this Engagement
- The Directors are responsible for making available to us, as and when required, the Company’s accounting records, documents and any other information and explanations which we require for the purpose of this engagement. The absence of any of the said documents/ information may affect our ability to deliver our work on the agreed timetable, it can therefore lead to delay or failure on the deadline submissions such as Goods and Service Tax / Indirect tax/ Income Tax Return/ Annual Return, etc., we will not be responsible for any consequences which may arise from such a delay or failure by the Company to do so and these may also result in additional fees for which invoices will be raised.
- In carrying out the above assignment, we shall be given access to all the books and financial records of the Company. The Director/management of the Company undertakes to furnish us with all the information and explanation that we may need in our course of work.
- We cannot be held responsible for any consequences arising from any delay or refusal on the part of the directors/Company to sign relevant documents or to advise us of transactions and information necessary for the proper performance of our duties and these may also result in additional fees for which invoices will be raised.
- In order to facilitate our works, we shall need your staff to prepare some schedules and shall discuss these with the appropriate officer at an early date.
- In addition, directors are responsible for the genuineness, accuracy and completeness of the documents or information supplied to us. This includes the maintenance of adequate accounting records and internal controls and the selection and application of appropriate accounting policies. We are not responsible for any under-statement of GST liability of the Company due to incomplete, inaccurate or incorrect information/document provided to us. Please ensure that all relevant documents and information are provided to us promptly (i.e. 2 weeks before filing deadlines) to enable us to meet the filing deadlines and to support or explain the claims made in the GST submission.
- The responsibilities for the prevention and detection of fraud and other illegal acts remain with the Director and management of the Company.
- It is also the director duty to make sure the GST/ Indirect Tax/Income Tax Return/ Annual Return be submitted on time.
- In the case that the Director or the management does not agree with certain accounting entries or GST treatment, it is a duty of Board of Director to resolve and agree on the accounting entries and GST treatment and give us the agreed accounting entries and GST treatment.
Our Limitations and Rights
- The management accounts prepared by us are solely based on the documents or information that you provide to us, we are not required to verify the genuineness, accuracy or completeness of the document or information pursuant to this accounting engagement; We, however have the right to request to obtain and access all the documents to substantiate the accounting entries. In the case of the Director or management of the Company are unable or fail to provide us the accurate and complete supporting documents, we reserve the right to obtain the Director Resolution to approve the accounting entries before we book into account.
- The management accounts prepared are solely delivered and distributed for the management or Executive Director in the management. Non-Executive Director or any Director who has not participated as part of the management shall request the management accounts from the management instead; Alternatively, the consent has to be obtained from the Board of Directors in order for us to release the management accounts or any part of financial records therein. In the absence of formal and adequate consent from the Board of Directors, we reserve the right to refuse to release the management accounts or any part of financial records therein.
- In the event that if the Directors /shareholders/ stakeholders/ management are in the dispute and any party who want to request the management accounts / accounting documents/ any part of financial records, we shall handle over those accounting records to the management and the Executive Director in the management, in the case both fighting parties are in the management, we shall hand over to a lawyer appointed by your Company as a custodian for the said documents. The Directors /shareholders/ stakeholders/ management should obtain those accounting records from the lawyer.
JM Consultants PLT’s Fees and Invoicing Arrangements
- You will appreciate our professional fees are based on standard billing rates, which reflect the time taken, position, and experience of the individuals assigned on this job. This assignment may be billed progressively and payable immediately.
- Our proposed fee quoted which you have agreed is subject to review 6 months after commencement of engagement (should the workload increased) or and any proposed adjustment thereof will be discussed with you.
- We reserve the right to charge an interest of 10% per annum on unpaid portion of our total bill and to suspend our services should there be no payment received 30 days after date of billing.
- You also agree that all fees may be revised due to changes in the business environment, which is not apparent at the time the fees are quoted, and shall be reviewed should the need arises and agreed upon by both parties.
- Please take note that any payment (whether in full or part) due and not paid to us, we have the right to withhold or delay in releasing any relevant documents and accounting records and books. We shall not bear any responsible on any penalty or other consequences as a result of that delay.
- Should there be a need to outsource debt collection from you to external party, we reserve the right to recover the outsource debt collection charges from you.
- In the event we are required pursuant to any subpoena or any other request or process to produce our working papers or any other documents or to assist in or provide explanation relating to this engagement in any judicial or any other proceedings, the Company shall reimburse us at standard billing rates for our professional time and expenses, and all the legal costs in responding to such subpoena, request or process.
Intellectual Property Rights
- We retain all copyright and other intellectual property right in everything developed either before or during the course of an engagement including working papers, files, systems, methodologies, software and know-how. We also retain all copyright and other intellectual property rights in all reports, written advice or other materials provided by us to the company.
- Director/Company agree to indemnify and release our company and our personnel from any claims, liabilities, costs and expenses arising from and relating to the services provided pursuant to this engagement. You also understand that we cannot be responsible for losses suffered by third parties relying, without consent on any work arising from the engagement of our services.
- Director /Company will also release us and our personnel from any claims, liabilities, costs and expenses relating to the services provided pursuant to this engagement attributable to any misrepresentations made by Director/management.
- In relation to any legal proceedings against our Firm/Company, you, being the Company and the Directors shall undertake to personally indemnify and shall keep us indemnified against all costs and expenses (on a solicitor-client basis) for appointing a firm of solicitors of our and/or our Firm/Company’s choice to defend us and/or our Firm/Company at your own cost and expense, you, being the Company and the Directors shall further undertake to be made personal liable for our losses and/or damages suffered pertaining thereto.
- You, being the Company, the current Directors and/or Management are fully aware that the effect of this indemnity shall continue remain to be valid in full force even there are changes in the directors /shareholders / management, you therefore have the duties and responsibilities to advice the incoming directors /shareholders /management, if applicable, the effect of this indemnity, in the event that any claims, liabilities, damages, expenses should arise or be brought against us and/or our Firm/Company, in respect of any claims, liabilities, damages, expenses incurred before and after the date thereof, you, being the Company and the directors personally will fully indemnify us and/or our Firm/Company.
Professional Ethical Guideline
- We are bound by the ethical guidelines of the relevant professional Institute and accept instructions to act for you on the basis that we will act in accordance with those ethical guidelines.
- Neither we nor the Company shall be liable in any way for failure or delay in performing our obligations under this engagement if the failure or delay is due to causes outside the reasonable control of the party which shall mean any acts of Gods, wars, governmental laws, orders, requirements or actions, enemy or hostile governmental actions, strikes, lockouts, labour or employment difficulties, civil commotion, fires, floods, accidents or breakdown, or any other casualties or conditions which are beyond the reasonable control of either party and not due to the fault or negligence of such party. If, as a result of any of these conditions, either party fails to perform any obligations specified in this engagement contract and gives written notice of the same to the other party as soon as practicable of their occurrence, then such failure shall not be deemed a breach or default; and the applicable time periods in which to perform shall be extended, but only to the extent and for the period such condition exists. If a force majeure condition should persist beyond a reasonable time frame, both parties shall have the option of terminating this engagement contract and the provisions of termination in this engagement contract shall apply.
Internet or Other Electronic Media
- Where we correspond by means of the Internet or other electronic media at your request, whilst we will take reasonable steps to safeguard the security and confidentiality of the information transmitted, you acknowledge that we cannot guarantee its security and confidentiality.
Anti-Money Laundering and Anti-Terrorism Financing Act 2001 (“AMLA”)
- We wish to bring to your attention our specific reporting obligations under Section 14(b) of the AMLA and read together with Section 20 of the AMLA, which requires us to report any transactions or any circumstances concerning that transaction that give us reason to suspect that the transaction involves proceeds of an unlawful activity under AMLA. Such report is to be made to the Financial Intelligence Unit in Bank Negara Malaysia without alerting any party on the same. In such event, we shall not be liable to be sued in any court or to be subject to any civil, criminal or disciplinary proceedings for the disclosure of any information many report made by us in good faith.
Governing Law and Jurisdiction
- These terms of business shall be governed by and construed in accordance with the law of Malaysia and any dispute arising out of this engagement or these terms shall be subject to the exclusive jurisdiction of Malaysia courts.
- We are obliged to make available our files to regulatory authorities in the exercise of their powers.
Successors and Assigns
- The Company’s Obligations shall be binding on their legal representatives and successors and they are not permitted to transfer or otherwise assign their obligations under this engagement without JM Consultants PLT’s prior written consent.
- The benefit of the Company’s engagement and obligations herein contained shall not be affected by any change in the constituent of JM Consultants PLT.
- We may terminate this engagement:
- if the Company or the directors commits any material or persistent breach of its obligations under this engagement (which, in case of breach capable of remedy and have not been remedied within 14 days of receipt by the Company or the Directors, a notice identifying the breach and requiring its remedy);
- if we have disagreements with the Directors or we are of the opinion that our appointment:
- if our fee has been overdue and remain unpaid for more than 6 months; or
- either party may terminate this engagement by giving 5 day notice in writing or payment in lieu.
- Notwithstanding that our engagement letter clearly stipulated that without further referring to your Company, we have the right to suspense our services in the event of none of the directors of the company can be communicated with at the last-known residential address, or we received no payment from the Company.
- In the event that if there is an dispute/legal implication arisen among your company and/or your directors/shareholders/stakeholders/management, we and/or our firm/company shall reserve the rights to effect the termination of our services within 3 days as notified by us and/or our firm/company, you, being the Company and the Directors shall undertake to be made personal liable and/or responsible for any claims, liabilities, damages, expenses whatsoever incurred by us and/or our Firm/Company before and/or after the termination.
- In the event that you shall fail to perform, omit to effect the termination of our services within 3 days as notified by us and/or our firm/company, our firm/company may at our and/or our firm/company sole discretion to take any legal proceedings and/or any other necessary actions to the relevant authorities, if any, to effect the termination, you, being the Company and the Director shall undertake to be made personal liable and/or responsible for any claims, liabilities, damages, expenses whatsoever incurred by us and/or our Firm/Company before and/or after the termination.
- Where the Company removes us or we resign due to any circumstances, we shall not be liable to any losses, liability, damages, costs, charges, expenses or penalties directly or indirectly incurred by the Company arising from the removal or resignation.
- Termination under this clause shall be without prejudice to any right that may have accrued for either of us before termination and sums due to us shall become payable in full when termination take effect. And our engagement will be deemed to have been completed upon written notification of termination, even if we have not completed your engagement. You will be obligated to compensate us for all time spend, and to reimburse us for all of our out-of-pocket costs, up to the date of termination.
- We may terminate this engagement:
Severance of Terms
- In the event that any of the terms of business are held to be invalid, the reminder of the terms will continue in full force and effect.
Limitation of liability
- We will not be liable to you for any consequential or indirect or punitive loss and damage.
- From time to time we may use the services of partners or staffs from subsidiary company/ members firm/ sister company/related company/ associate (hereinafter collectively referred as “associated entities”) to assist us in providing services to you. When we use the services of such partners or staff in connection with this engagement they are deemed to be acting as our servants or agents and not the partners, servants or agents of any other person and we are liable for their activities as if they were in all respects our partners or staff.
- By engaging us, you agree that any claim of any sort whatsoever arising out of or in connection with this engagement shall be brought only against the our Firm, and that no claims in respect of this engagement will be brought personally against any other persons involved in performance of this engagement, whether actual or deemed servants or agents of us or not.
- You are agree not to bring any proceedings of any sort whatsoever arising out of or in connection with this engagement in any jurisdiction against any associated entities of our firm or any partner or staff thereof.
- Each associated entities of our firm, each partner or member of staff thereof and each of our partners or our staff shall have the express benefit of this section and shall have the right to rely on and enforce any of its terms.
- The liability of our firm/ Company (including partners, staff and associated entities) in respect of breach of contract or breach of duty or fault or negligence or otherwise whatsoever arising out of or in connection with this engagement shall be limited in total to the fees received or portions thereof for this engagement to cover claims of any sort whatsoever (including interest and costs) arising out of or in connection with this engagement. It is a condition precedent to our liability under this engagement that all such claims shall be asserted within a period of 12 months from the date of receipt of any deliverable or work (whether in the form of report, certificate, letter, advice or otherwise) in respect of which a breach of conduct or breach of duty or fault or negligence is alleged to have occurred. In addition to the indemnity agreed herein to be granted by you to us, you hereby undertake to forbear and/or refrain from bringing any action claim, or suit against us, our servants or agents on account of any information that may be contained in any of our documents or reports made pursuant to this appointment and/or by reason of the services rendered to you pursuant to this appointment.
Limitation of Use and Distribution
- Any report or advice given by us in relation to this engagement is given in confidence and shall not be used or relied upon for any other purpose. Save with our prior written consent, no part of any report or advice given by us may be disclosed to third parties or copied, reproduced, extracted, quoted, distributed, disseminated or included in any other document or communication to third parties.
Other terms of engagement
- Any Company’s notices/ documents/ reports or some general matters (herein after collectively referred as relevant information) whether communicate via telephone, email, letter or in whatsoever mean whether via official or unofficial or verbal channel to your staffs/ Director or to your company factory/ office/ correspondence/ PO Box/ address shall be deemed to communicate to the relevant person in charge including but not limited to Board of Directors. The duty to pass the relevant information to the relevant person in charge is rest with your Company Directors/staffs who received such a relevant information, no duty shall be placed on our Firm/ partners/ staffs should the relevant information is not properly passed to the relevant person in charge.
- The Contracts Act (Rights of Third Parties) of Malaysia shall not under any circumstances apply to this engagement and any person who is not a party to this engagement shall have no right whatsoever under the said Act to enforce this engagement or any of its terms and the parties to this engagement do not intend for any terms of this engagement to be enforceable by any third party.
- Your Company shall not, during the term of this engagement contract and for one (1) year after its discharge or termination, solicit for hire as an employee, consultant or otherwise, whether directly or indirectly, our firm’s employee who have had direct involvement with the engagement, without our Firm’s express written consent. In the event your Company breaches this clause, that your Company shall compensate our Firm a monetary sum equivalent to one time the annual salary of the employee in issue (based on the salary of the employee prior to the employee’s resignation of employment from the latter party).
- In the event that it is necessary for our personnel to obtain a business visa, work permit or any other required authorisation (“Required Permits”) in order to perform the duty in a particular jurisdiction, the Company will be responsible for applying the Required Permits for the relevant our Firm personnel at the Company own cost. We will not be responsible or liable for or prejudiced by any delay on the part of the Company in applying for the Required Permits.
Information and Confidentiality
- When we receive confidential information, we will take such steps as we, in good faith, believe appropriate to preserve confidential information from unauthorised disclosure or other misuse both during and after termination of this engagement. Unless, there is specific agreement to the contrary, our client relationship with you will not be treated as confidential information, and we may disclose this fact to clients, prospective clients, or other third parties.
- Subject to our responsibility for confidentiality, you agree that we may act for your competitors or for other clients, whose interest are, or may be, opposed to yours.
- With the exception of our audit report and other reports that we expressly agree may be provided to third parties, the report, letter, information and advice that we provided to you during this engagement are given in confidence, solely for the purpose of this engagement and are provided on the condition that you undertake not to disclose these, or any other confidential information made available to you by us during the course of our work, to any third party is a party without our prior written consent. ( For this purpose a third party is a party other than those to whom the report, letter, information or advice is addressed).
- Neither you nor we will be prevented from disclosing confidential information:
- that is or becomes public knowledge, other than by a breach of an obligation of confidentiality;
- that is or becomes know from other sources without restriction on disclosure; or
- that is required to be disclosed by law or any professional or regulatory obligation.
- You agree that, for the purpose of carrying out our responsibilities in this engagement, we will not be treated as having notice of information that may have been provided to individuals within this firm who are not involved in this engagement.
- We will not disclose any information to others except it is required by law or regulation or where requested by a professional body of which we are a member. We may give confidential information to our other firms and, if necessary, we may disclose the confidential information to our respective insurers and legal advisors in the event of any actual, threatened or contemplated litigation in connection with this engagement. Information shall be deemed to be confidential which if disclosed in writing is marked confidential or if disclosed orally is confirmed in writing as being confidential or otherwise, is manifestly confidential. This restriction will not apply after 7 years from the date of this engagement letter.
- With respect to personal data that you provide to us, you confirm that processing such data in accordance with this contract will not cause us to breach any applicable data protection legislation. (i.e Personal Data Protection Act 2010) Where we provide you with personal data, you agree to keep it confidential and in accordance with any applicable data protection legislation. You agree that we may process and transfer your personal data to our other firms (who may be located in other territories) for the purposes of (i) providing the services, (ii) maintaining our operations or client relationship management systems, (iii) quality and risk management reviews, or (iv) providing you with information about us and our range of services.