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Standard Terms & Conditions.

All services provided by CR van Wyk & Company to a client in accordance with the written agreement with that client will be subject to the following standard terms and conditions in addition to what is stated specifically in the written agreement.

Terms and Conditions
1. Definitions

Unless the context clearly indicates otherwise:

  • Reference to any gender shall include the other genders.

  • The singular shall include the plural.

In these standard terms and conditions, the words and phrases set out below have the following meanings:

“You” / “Your” / “Client” means the entity/entities, or the persons, named in the written agreement to which or whom services are to be provided by CR van Wyk & Company.

“We” / “Us” / “Our” / “CR van Wyk & Company” means CR van Wyk & Company (a registered auditor in the Republic of Namibia); any division of CR van Wyk & Company; any company owned or managed by CR van Wyk & Company; the partners, directors, and employees of CR van Wyk & Company; and the directors, officers, and employees of any company owned or managed by CR van Wyk & Company. The contracting party in each instance will be identified by our letterhead or set out in the written agreement.

“Services” mean the services to be rendered by CR van Wyk & Company as set out in the written agreement.

“Written Agreement” means the letter of engagement, contract, proposal, or other document between the Client and CR van Wyk & Company setting out the services to be provided and the related terms and conditions.

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2. Headings Have No Effect

The headings in the written agreement and in these terms and conditions shall not in any way affect or govern the interpretation or construction of the applicable terms and conditions.

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3. General Principles

  • The services, written agreement, and any related matters are governed by Namibian law and any claims will be subject to the exclusive jurisdiction of the courts in Namibia.

  • The written agreement and these standard terms and conditions, together with any documents specified in the written agreement, constitute the entire agreement between CR van Wyk & Company and the Client and replace any prior oral or written representations. They may be varied only by the written agreement of both CR van Wyk & Company and the Client.

  • CR van Wyk & Company and the Client are independent contractors. Neither party shall act or represent itself as an agent of the other and shall not assume or create an obligation in the name of the other.

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4. Validity

Where the written agreement is a proposal, it shall be valid for a period of 60 days from the date of issue, unless otherwise indicated.
Where there is a conflict between the terms in the written agreement and these standard terms and conditions, these standard terms and conditions will apply.

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5. Provision of Services

  • CR van Wyk & Company will endeavour to deliver the services with the requisite level of skill, integrity, and professional competence at all times.

  • Where the delivery of the services requires information or co-operation from the Client’s officials or employees, the Client undertakes to use its best efforts to ensure that its directors, management, officials, and employees are available when required and that they provide the necessary information and co-operation on a timely basis.

  • Reasonable facilities and access to data and information will be provided by the Client.

  • Where specific CR van Wyk & Company personnel are named in the written agreement, reasonable steps will be taken to ensure that such personnel are used. However, personnel may be absent due to other commitments, annual leave, or training.

  • CR van Wyk & Company may substitute personnel as needed and will provide reasonable notice and replacement staff of equivalent ability.

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6. Intellectual Property

  • CR van Wyk & Company retains all intellectual property rights in materials, including methodologies, know-how, trade secrets, software, and tools used or developed in providing the services.

  • Except where a licence is expressly granted, the Client acquires no rights or interest in such property.

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7. Non-Exclusivity

  • The Client acknowledges that CR van Wyk & Company provides professional services to a wide range of clients, including potential competitors.

  • This does not prevent CR van Wyk & Company from providing the same or similar services to other parties.

  • Where CR van Wyk & Company is aware of potential conflicts, safeguards will be implemented to protect the Client’s interests, including using different personnel and maintaining confidentiality barriers.

  • CR van Wyk & Company may, unless expressly forbidden, use the Client’s name and a description of the services as a reference in marketing.

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8. Confidentiality

  • CR van Wyk & Company may require sensitive information from the Client and will comply with the confidentiality standards of its regulatory bodies, including the Institute of Chartered Accountants in Namibia, and the Public Accountants’ and Auditors’ Act, 1951 (as amended).

  • Confidential information will not be disclosed except where it enters the public domain or disclosure is required by law, insurers, legal advisers, or regulatory authorities.

  • The Client must also keep confidential all methodologies, technologies, trade secrets, software, and tools provided or developed by CR van Wyk & Company.

  • If the Client does not accept a proposal, any documentation specifically identified by CR van Wyk & Company must be returned upon request.

  • CR van Wyk & Company may retain documentation to support work done and deliverables provided, even if such documentation contains confidential Client information.

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9. Professional Fees

  • The basis for charging professional fees is set out in the written agreement.

  • Any fee estimate serves as a guideline only and is not a fixed cost. Fees may vary if unforeseen issues arise or additional time is required to meet professional standards.

  • Disbursements and out-of-pocket expenses incurred in providing services will be charged at cost.

  • Invoices are payable upon presentation and must be paid without deduction.

  • If an invoice is disputed, written objection must be submitted within 30 working days of the invoice date; otherwise, it is deemed accepted.

  • CR van Wyk & Company reserves the right to charge interest on overdue accounts at the bank overdraft rate + 3%.

  • CR van Wyk & Company may suspend services if payments are overdue. The firm is not liable for penalties resulting from such suspension.

  • The firm may withdraw from an engagement if the Client withholds information, fails to co-operate, or requests unethical conduct.

  • Legal costs incurred to recover outstanding amounts will be payable by the Client.

  • Complaints regarding fees may be lodged with the Institute of Chartered Accountants of Namibia (ICAN) after the matter has been raised with CR van Wyk & Company.

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10. Surety

  • The signatory to our letter of engagement binds themselves as surety and co-principal debtor for any outstanding accounts due for services rendered, including disbursements.

  • The surety renounces the benefits of exclusion, division, and cession of action.

  • This is a continuing covering suretyship for present and future obligations. It is the duty of the surety and the Client to arrange an alternate surety acceptable to CR van Wyk & Company should the signatory no longer be associated with the Client.

11. Use of Reports and Other Deliverables

Any advice, report, certificate, schedule, or other deliverable arising from or in connection with the services will be for the sole use of the party or parties to whom it is addressed and may be relied upon only by that party or parties. No other person shall be entitled to place any reliance thereon for any purpose whatsoever.

Any such deliverable is based on the particular facts and circumstances of the Client at a specific point in time and may not be relevant to another party, or at a different time and under different circumstances. CR van Wyk & Company does not warrant or guarantee that there will be no change to relevant facts or circumstances in the future or that future events or outcomes will transpire.

Copies may be made available to the addressee’s advisors solely for the purposes stated in such deliverables, provided that advisors are made aware of this clause. However, such copies may not be shared with any other party without the prior express written consent of CR van Wyk & Company, which consent may be given or withheld at our absolute discretion.

The Client indemnifies CR van Wyk & Company against any claim by a third party arising from a copy of any report, certificate, schedule, or other deliverable which the third party received from the Client or its advisors.

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12. Lien

CR van Wyk & Company reserves the right to exercise a lien over all client documents and records in our possession, including but not limited to secretarial, tax, and statutory documentation relating to all engagements, until all outstanding fees and disbursements are paid in full.

In the event of the Client’s termination of our mandate, the Client undertakes to settle all outstanding accounts, including amounts for services rendered but not yet invoiced, before any client documents are handed over.

All working papers and files created during the course of our engagement, including electronic files, remain the sole property of CR van Wyk & Company.

Retention: We may retain copies of all materials relevant to the services, including materials provided by the Client. We do not release materials belonging to us (including working papers) unless specifically agreed. We may require a release letter from the recipient as a condition of disclosure.

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13. Reliance on Advice and Client Information

The services are based on information supplied by the Client. CR van Wyk & Company will not be liable to the Client or any third party for damages resulting from incorrect, incomplete, or undisclosed information provided by the Client. The Client indemnifies CR van Wyk & Company against any related claims or expenses.

For all non-audit services, it is understood and agreed that:

  • The Client retains responsibility for all management decisions, implementation, and internal controls.

  • A competent employee must be designated to oversee and evaluate the services.

  • CR van Wyk & Company may rely on all Client decisions and approvals.

The Client acknowledges that:

  • Any misstatement, omission, or change in the information relied upon may render advice invalid or require reconsideration.

  • Advice is based on legislation, case law, and rulings at the time of issuance; later changes may invalidate advice.

  • Tax advice involves interpretation and professional judgment, not certainty.

  • Preliminary discussions or drafts should be regarded as indicative only and not final until confirmed in writing.

In the case of verbal discussions, meetings, or email correspondence, advice or conclusions are indicative only and must be confirmed in writing to avoid misunderstanding.

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14. Limitation of Liability

The liability arising from our provision of an audit is defined in the Public Accountants’ and Auditors’ Act, 1951 (as amended) and is limited as per section 26 of that Act.

For all other services, the maximum liability of CR van Wyk & Company, its partners, employees, and agents is limited to twice the fees charged for the specific services. This aggregate limit applies to all claims, whether arising by contract, negligence, or otherwise.

CR van Wyk & Company, its partners, employees, and agents will not be liable for consequential, punitive, or indirect losses.

Any claims must be commenced within two years after the claimant becomes aware (or should reasonably have become aware) of the facts giving rise to the action, and no later than three years after the alleged breach.

We will not be liable for delays caused by events beyond our control, including fire, strikes, war, or government actions.

For forensic or litigation support services, the Client indemnifies CR van Wyk & Company against all liabilities and reasonable expenses arising from claims by other parties, except in cases of gross negligence or wilful misconduct.

CR van Wyk & Company shall not be responsible for advice or work undertaken by non-affiliated persons, even if introduced by us.

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15. Staff

The Client agrees that, during this engagement and for six months after its completion, they will not directly or indirectly offer employment to, solicit, or engage any member of CR van Wyk & Company’s staff.

If such an offer is made, the Client will reimburse CR van Wyk & Company an amount equal to the daily charge-out rate of the staff member for a six-month period.

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16. Termination

Either party may terminate this engagement immediately by written notice. Upon termination, all fees, costs, and expenses incurred to date become immediately payable.

If either party breaches the agreement, the other may issue a 7-day written notice to remedy the breach. Failure to do so entitles the aggrieved party to terminate the agreement and claim damages.

Upon termination, all client documentation will be returned to the Client or their new accountants. CR van Wyk & Company will not retain copies of client documentation or returns.

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17. Legal Addresses

Each party chooses the address listed in the written agreement as its legal address (domicilium citandi et executandi) for all correspondence and service of notices.

It is the Client’s responsibility to keep CR van Wyk & Company updated with their current address. Service of court process at the last recorded address shall be considered valid, even if the Client no longer resides there.

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18. Destruction Date

In accordance with firm policy, accounting, payroll, audit, and related working papers and client information are retained for five years from the report signing or submission date. After this period, all relevant documents and data will be securely destroyed.

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19. Severability of Clauses

If any clause of the written agreement or these terms becomes invalid or unenforceable, that clause will be regarded as void, while the remainder will remain in full force and effect.

A waiver or variation of any individual clause does not cancel or vary the entire agreement. All waivers or variations must be in writing to be effective.

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20. Anti-Money Laundering

Under Namibian anti-money laundering laws, CR van Wyk & Company is required to conduct identity verification checks on clients.

Failure to complete these checks may prevent us from carrying out work on your behalf.

We may also be legally obliged to report any suspicious activity to authorities. In such circumstances, CR van Wyk & Company shall not be liable for any consequences arising from compliance with the law.

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21. Trust Account

All client funds held for payment to other institutions or persons are kept in a separate trust bank account.
No interest will accrue on any of these funds.

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22. Releasing Information to the Master of the High Court

Where applicable, the Board of Trustees authorises CR van Wyk & Company to provide the Master of the High Court with any information requested in our capacity as auditors or accountants to the trust.

Such information may include, but is not limited to:

  • Copies of financial statements in our possession,

  • Accounting records and working papers,

  • Any documentation requested under the Trust Monies Protection Act 34 of 1934.

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Last Updated: 1 October 2019

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