Document Version: AANZ-ENG-ToE-2025.1
Effective Date: 13 August 2025
This online version of our Terms of Engagement is provided for reference by clients and partners, including those accessing Admin Army services through integrated or white label arrangements. By continuing to engage Admin Army or use our services—either directly or through a third party—you acknowledge that you have reviewed and accepted the following Terms of Engagement. For any questions, contact hello@adminarmy.com.
These Terms of Engagement (“Terms”) apply to all services provided by Admin Army Limited (“Admin Army”, “we”, “us”) to the client named in the corresponding Agreement (“you”, “your”). They form part of the Agreement between us, alongside the Services and Fees section of the Agreement and any agreed variations in writing.
1. Definitions
1.1 Agreement: The Services and Fees section of this document, these Terms, and any written variations.
1.2 Services: The services described in the Services and Fees section of this Agreement or otherwise agreed in writing.
1.3 Streamline Business Group (SBG): Our parent company, including but not limited to its entities in New Zealand, Australia, Fiji, and India.
1.4 Best Practice Standards: Guidance issued by Inland Revenue and the Ministry of Business, Innovation & Employment (MBIE), including requirements for taxable supply information under the Goods and Services Tax Act 1985.
1.5 Controllers: Individuals or entities with authority over business decisions, including directors, trustees, and persons providing instructions to Admin Army.
2. Fees and Payment
2.1 You will pay the fees specified in this Agreement’s Services and Fees section, together with any applicable GST.
2.2 Payment is due within seven (7) days from the invoice date unless otherwise agreed in writing.
2.3 Late payments incur interest at 3.5% per month from the due date until payment. You indemnify us for all collection and legal costs in recovering overdue amounts.
2.4 We may suspend or cease Services for non-payment after giving reasonable notice.
2.5 Pricing Assumption: Our fixed-fee pricing is based on the assumption that you will provide all information required for service delivery in line with the agreed service frequency (e.g. weekly for weekly bookkeeping), and that transaction volumes remain within agreed or historical ranges. Where these assumptions are not met, we may adjust fees to our standard casual hourly rate or re-scope the Services.
3. Performance of Services
3.1 We will use reasonable endeavours to deliver Services within agreed timeframes, but dates are indicative only unless expressly agreed in writing.
3.2 You acknowledge that the Services are limited to those set out in this Agreement’s Services and Fees section.
3.3 Best Practice Authority: Where we are unable to obtain clear instructions from you in sufficient time to progress your services and meet statutory filing requirements (including but not limited to GST returns due on the 28th of the month), and where such absence of instruction continues to 10 business days before the relevant statutory deadline, you authorise us to apply best practice processes in bookkeeping and payroll in accordance with guidance from Inland Revenue and MBIE. A reasonable attempt to contact you includes sending at least one written reminder as soon as the Admin Army internal due date for receiving information has passed, and following up in line with your service frequency (e.g. weekly, fortnightly, monthly) until the matter is resolved. You agree that this approach is acceptable to you.
3.4 Client Delays: We are not responsible for any penalties, interest, or other consequences arising from your failure to provide required information within the specified timeframes.
3.5 If your delay in providing required information impacts agreed timelines, we reserve the right to reprioritise or reschedule work at our discretion, without liability for any delays or losses arising from such reprioritisation. Revised delivery timeframes will be communicated as soon as reasonably practicable.
4. SOP Ownership and Intellectual Property
4.1 All standard operating procedures (SOPs) created by Admin Army, whether client-specific or internal, are developed at our own cost and outside of client billable time, unless expressly agreed otherwise.
4.2 All such SOPs are our exclusive intellectual property and will not be provided to you in whole or in part, nor will any underlying methodologies, tools, templates, or other proprietary resources be disclosed, except where you have specifically engaged us, at your cost, to develop a SOP for your work under a separately scoped project.
4.3 Where you have specifically engaged us to develop a SOP for your work under a separately scoped project, ownership of that SOP will transfer to you upon full payment of the agreed fees, provided that such ownership does not include our underlying methodologies, tools, templates, or other proprietary resources.
4.4 This clause survives termination of the Agreement.
5. Payroll Approval and AML Obligations
5.1 Where we act as an approver in a payroll system (including iPayroll, Smartly, PaySauce, or similar) and such approval results in a direct debit from your bank account, we are deemed to be managing client funds for the purposes of the Anti-Money Laundering and Countering Financing of Terrorism Act 2009.
5.2 In such cases, we will undertake AML customer due diligence, including digital AML checks via 2Shakes, for all Controllers.
5.3 You agree to provide all information required for such checks upon request promptly.
5.4 We are bound by the Department of Internal Affairs (DIA) ‘s requirement that we maintain an Anti-Money Laundering and Countering Financing of Terrorism (AML/CFT) programme for our services and meet all associated regulatory requirements.
6. Subcontracting
6.1 We may subcontract all or part of the Services to any entity within the Streamline Business Group, including but not limited to the operations in New Zealand, Australia, Fiji, and India.
6.2 All subcontracted work will remain under our management and subject to these Terms.
7. Your Obligations
7.1 You will provide accurate and complete information necessary for us to perform the Services, in the format and timeframe we request.
7.2 You will provide required system access for our personnel to perform the Services.
7.3 You are responsible for ensuring your business operations comply with applicable laws.
7.4 You will ensure that relevant operational contacts are available to work with us to meet agreed service outcomes.
8. Authority to Act
8.1 You authorise us to communicate with, and where necessary, provide information to Inland Revenue, MBIE, banks, and other relevant third parties to deliver the Services.
8.2 This authority includes making enquiries, responding to correspondence, and taking actions necessary to meet your statutory obligations as part of our agreed Services.
9. Confidentiality and Privacy
9.1 Both parties must keep confidential all non-public information obtained in connection with the Agreement, except as required by law.
9.2 We operate under ISO27001 principles, including access controls, encryption, and regular reviews, but we do not claim certification.
9.3 All team members, including offshore staff in New Zealand, Australia, Fiji, and India, are bound by confidentiality agreements.
9.4 If a privacy breach occurs, we will notify you as the Privacy Act 2020 requires.
9.5 Any personal information collected will only be used to perform the Services.
10. Limitation of Liability
10.1 You acknowledge that our Services are limited to the collection, classification, summarisation, and processing of information you supply, in accordance with the scope set out in this Agreement. You will supply complete and accurate information promptly at the times agreed so that we can undertake the Services.
10.2 We will not express any opinion on the accuracy of the material we compile or its suitability for purpose. We will not take active steps to identify weaknesses in your internal systems, errors, illegal acts, or other irregularities (such as non-compliance with law or fraud). If we become aware of any irregularities, we will report them to you.
10.3 You acknowledge that the Services do not include an audit or review of your information or records, and accordingly we are not responsible for the accuracy of any material we prepare in reliance on information you provide, except where you have specifically engaged us, in writing and at your cost, to undertake a payroll audit under a separate written scope of work. We are not Chartered Accountants and the use of our Services does not constitute the receipt of accounting, taxation, or other regulated advice. If you require such advice, please contact an appropriately qualified adviser.
10.4 If we are found to be liable to you (whether in contract, tort or otherwise) for any direct loss, damage, or liability incurred by you in connection with the Services, our total liability for all claims will be limited to the total fees paid by you to us in the three (3) months immediately preceding the event giving rise to the claim.
10.5 You indemnify us, to the extent permitted by law, against any claims, losses, or liabilities arising from:
(a) your breach of this Agreement;
(b) your failure to meet statutory obligations; or
(c) the provision of inaccurate or incomplete information.
10.6 Nothing in the Consumer Guarantees Act 1993 will apply where you are acquiring the Services for business purposes.
11. Termination
11.1 Either party may terminate the Agreement by giving thirty (30) days’ written notice. We will not be responsible for any loss or damage arising from such termination, including but not limited to tax obligations, tax and Companies Office filing requirements.
11.2 We may terminate immediately for serious misconduct, unlawful conduct, or repeated non-compliance.
11.3 On termination, all fees for Services provided (including work in progress not yet invoiced) are payable immediately.
12. Complaints
12.1 Complaints should be directed in the first instance to your Admin Army contact.
12.2 If unresolved, escalate to our Quality Lead at quality@adminarmy.com.
12.3 If still unresolved, escalate to our CEO at irene@adminarmy.com.
12.4 You may also make a complaint to the Institute of Certified NZ Bookkeepers via www.icnzb.org.nz/complaints.
13. Dispute Resolution
13.1 If you have a dispute with us, you must first follow the complaints process set out in Clause 12.
13.2 If the matter remains unresolved after escalation to our CEO under Clause 12.1, either party may, within ten (10) business days, refer the dispute to mediation with a mediator mutually agreed by the parties.
13.3 The costs of mediation will be shared equally between the parties.
13.4 Nothing in this clause prevents either party from seeking urgent injunctive or other equitable relief from a court where such action is reasonably necessary to protect that party’s rights.
14. Force Majeure
14.1 We are not liable for delays or failures caused by events beyond our reasonable control, including natural disasters, cyber incidents, legislative changes, or system outages.
14.2 If a Force Majeure Event continues for more than 60 consecutive days, either party may terminate the Agreement on written notice without liability (other than payment for Services performed up to the date of termination).
15. Fair Use
15.1 We aim to maintain respectful, sustainable service relationships. If service demands materially exceed agreed expectations, we will flag recurring issues and may require a review and adjustment of fees or scope. Examples include excessive after-hours requests, urgent non-critical tasks, repeat work caused by your failure to follow agreed processes, significant increases in transaction volumes beyond agreed or historical ranges, or excessive meeting and call volumes that impact our ability to deliver services efficiently. This list is illustrative and not exhaustive.
16. Recruitment Fee
16.1 If you directly engage or employ a current or former Admin Army team member within six (6) months of their role ending:
(a) you will pay us a recruitment recovery fee of NZD $5,000 (plus GST);
(b) this fee reflects a genuine pre-estimate of the training, hiring, and transition costs we would incur;
(c) we may waive or reduce this fee at our discretion where no costs have been incurred; and
(d) all exceptions must be agreed in writing.
17. Office Hours
17.1 Our business hours are 9.00am to 5.00pm (New Zealand time), Monday to Friday.
17.2 Work requests outside these hours are subject to schedule availability and may be billed at our casual hourly rate.
17.3 Ongoing work and extra work requests will be scheduled during office hours, and the day/time allocated may vary from week to week.
17.4 While we generally operate during our stated business hours, you may receive communications from us outside these times (including from offshore team members). These do not require action or response until the next business day, unless specifically agreed as urgent in writing.
18. Relationship
18.1 You acknowledge that we operate as an independent contractor and are not your employee, partner, or agent.
18.2 Nothing in this Agreement creates an employment relationship.
19. Governing Law
19.1 This Agreement is governed by the laws of New Zealand.
19.2 The parties submit to the non-exclusive jurisdiction of the New Zealand courts.
20. Changes to Terms
20.1 We may update these Terms with 30 days’ written notice.
20.2 Continued service delivery after the effective date of updated Terms will constitute acceptance.
20.3 Any material adverse changes to your rights or obligations will require your explicit written agreement before taking effect.
21. Entire Agreement
21.1 This Agreement constitutes the entire agreement between the parties and supersedes all prior discussions, understandings, or representations, whether written or oral, relating to the Services.
22. Acceptance of Terms
22.1 Any subsequent instructions, whether written or verbal, received by us from you for the supply of additional Services shall constitute continuing acceptance of these Terms of Engagement.