The fine print, in plain sight.

These Standard Terms and Conditions apply to all assurance and non-assurance services rendered by Newtons to a Client, and must be read together with the specific Engagement Letter.

1. Definitions and Interpretation

Unless the context clearly indicates otherwise:

• Reference to any gender shall include the other genders, and the singular shall include the plural.
• "Client": The entity/entities, or the individuals named in the Engagement Letter, to whom services are provided.
• "The Firm" / "Newtons": Newtons, a partnership in the Republic of South Africa, including its partners, employees, agents, and contractors.
• "Services": The assurance and non-assurance services, and any incidental services, as specified in the Engagement Letter.
• "Regulatory Bodies": Includes the Independent Regulatory Board for Auditors (IRBA), the South African Institute of Chartered Accountants (SAICA), the South African Institute of Professional Accountants (SAIPA), and the South African Revenue Service (SARS).

2. Headings

The headings in the Engagement Letter and these terms shall not affect or govern the interpretation or construction of the applicable terms.

3. General Principles and Objectivity

In providing audit, review, or other assurance and non-assurance services, the Firm will maintain strict professional objectivity and independence in accordance with the IRBA Code of Professional Conduct for Registered Auditors and the SAICA/SAIPA Codes of Conduct.

The Firm will:

• Not act in the capacity of management; any delegation of tasks does not discharge the responsibility or accountability of the directors, owners, or management of the Client.
• Not act as a formal advocate or representative for the Client where it compromises professional independence.
• Not decide on what recommendations or alternatives to accept or implement.

The Client remains solely responsible for:

• Making all management decisions and performing all management functions.
• Designating a competent management member to oversee the services.
• Evaluating the adequacy and results of the services.
• Establishing and maintaining internal controls and determining the adequacy of accounting systems.
• Monitoring ongoing activities, maintaining accounting records, preparing annual financial statements, and safeguarding company assets.

4. Governing Law and Jurisdiction

The Services, Engagement Letter, and all related matters are governed exclusively by South African law. Any claims or disputes will be subject to the exclusive jurisdiction of the courts of the Republic of South Africa.

5. Entire Agreement and Variation

The Engagement Letter and these Standard Terms and Conditions constitute the entire agreement between the Firm and the Client, supplanting all prior representations. They may be varied only by written agreement signed by both parties.

6. Independent Contractor Status

The Firm and the Client are independent contractors. Neither party shall represent itself as an agent of the other, nor create any obligation in the name of the other.

7. Proposal Validity

Where the Engagement Letter serves as a proposal, it shall be valid for a period of 60 days from the date of issue, unless otherwise indicated. In the event of a direct conflict between the specific terms of the Engagement Letter and these Standard Terms and Conditions, these Standard Terms and Conditions will prevail.

8. Provision of Services and Subcontracting

• The Firm will deliver the services with the requisite level of professional skill, integrity, and competence, adhering to International Standards on Auditing (ISA) and International Standards on Quality Management (ISQM).
• The Firm may subcontract services to network member firms or, with the prior written consent of the Client, to other qualified third parties. The Client’s contracting relationship remains solely with Newtons.
• The Client undertakes to ensure its directors, management, and employees cooperate timeously, providing all necessary files, data, access, and facilities.

9. Electronic Communications and Cybersecurity

• Parties authorise electronic communication (email, internet portals). Both parties acknowledge the inherent risks, including interception, data corruption, malware, or unauthorised access.
• Both parties agree to implement commercially reasonable, up-to-date administrative, technical, and physical safeguards (including malware scanning and secure transmission protocols) to protect communication security.
• Neither party shall be liable for data loss or damage arising from electronic communications, except to the extent that such liability arises from gross negligence, wilful misconduct, or fraudulent acts.
• Clients may request password-protected or hard-copy documentation for matters of high significance.

10. Intellectual Property Rights

• The Firm retains all intellectual property rights in materials, working papers, methodologies, know-how, trade secrets, software, and electronic tools developed or used by the Firm in delivering the services.
• Any tools or spreadsheets provided to the Client are delivered on an "as is" basis for internal use only and may not be distributed to third parties without express written consent.
• Intellectual property provided by the Client for the execution of the services remains the sole property of the Client.

11. Non-Exclusivity and Conflicts of Interest

• The Client acknowledges that Newtons provides diverse professional services to a wide range of clients, including potential competitors.
• The Firm maintains rigorous conflict-of-interest screening mechanisms aligned with IRBA, SAICA, and SAIPA frameworks. Where potential conflicts arise, strict safeguards (including separate engagement teams and informational barriers) will be deployed.
• The Firm may use the Clients name and a high-level description of services as a professional reference, unless the Client expressly forbids this in writing.

12. Confidentiality and Regulatory Disclosure

• The Firm will keep all information obtained from the Client strictly confidential.
• Regulatory Exception: The Client explicitly acknowledges that the Firm is bound by legal and professional obligations, including the Auditing Profession Act (APA) 26 of 2005, and may be required to disclose confidential information to its legal advisors, insurers, the Independent Regulatory Board for Auditors (IRBA), SAICA, SAIPA, or to state authorities in compliance with statutory obligations (such as Reportable Irregularities or anti-money laundering legislation). Such disclosures shall not constitute a breach of confidentiality.
• The Firm is required by professional standards to retain documentation and working papers supporting the conclusions reached, which may include confidential Client information. The Firm is entitled to retain such records in accordance with standard retention schedules and statutory timelines.

13. Protection of Personal Information (POPIA Compliance)

• The Firm processes all personal information in strict compliance with the Protection of Personal Information Act (POPIA) 4 of 2013.
• Personal information is processed solely to perform the contracted Services, fulfil professional or legal duties, or protect the Firm’s legitimate legal interests.
• Information will only be shared with authorised third parties where essential to execute the service (e.g., the South African Revenue Service (SARS), the Companies and Intellectual Property Commission (CIPC)), or as required by law.
• The Client warrants that it has obtained all necessary statutory consents from data subjects before transferring personal information to the Firm.
• The Firm will implement robust technical and organisational security measures to protect data. In the event of a confirmed or suspected data breach, the Firm will notify the Client and the Information Regulator timeously in accordance with POPIA.
• Data subjects retain the statutory right to request access to, correction of, or deletion of their personal information.

14. Force Majeure

Neither party shall be in breach of contractual obligations, or incur liability, if performance is prevented by causes beyond their reasonable control. Affected parties must notify the other as soon as practicable, upon which either party may suspend or terminate the contract with immediate effect.

15. Professional Fees, Disbursements, and Suspension

• Fees are charged as set out in the Engagement Letter. Disbursements and out-of-pocket expenses (travel, subsistence, statutory fees, stationery, communications) are charged at cost or predetermined firm rates.
• Invoices are payable immediately upon presentation.
• Interest will accrue on all amounts outstanding longer than 30 days from the invoice date, calculated monthly at commercially reasonable rates. Payments will be allocated first to interest, then disbursements, then the oldest outstanding fee principal.
• The Firm reserves the right to suspend the provision of all services if any fees remain unpaid. Where a suspension risks missing statutory or legal compliance deadlines (such as SARS tax submissions), the Firm will notify the Client timeously so alternative arrangements or payments can be finalised.

16. Use of Reports and Deliverables

• All advice, reports, certificates, schedules, or deliverables are intended for the sole and exclusive use of the addressee and for the specific purpose prepared. No third party may rely upon these deliverables.
• Deliverables are based on specific facts, circumstances, and prevailing rules and laws at a specific point in time. The Firm assumes no responsibility to update deliverables for subsequent changes in facts or legislation.
• The Client indemnifies the Firm against any third-party claims arising out of the unauthorised distribution of reports or deliverables.
• Only final, signed deliverables may be relied upon. Drafts or oral communications are preliminary and intended solely for discussion.

17. Reliance on Client Information

The Firm executes its assignments on the baseline assumption that all information, records, explanations, and data provided by the Client are accurate, reliable, complete, and timeous. The Firm will not be liable for any damages resulting from incorrect, fraudulent, or omitted information. The Client indemnifies the Firm against any third-party claims or expenses resulting from such omissions or inaccuracies.

18. Limitation of Liability

• The maximum aggregate liability of the Firm, its partners, employees, and agents for all claims arising out of or in connection with the services (whether in contract, delict, negligence, or otherwise) shall be strictly limited to two times the fees actually charged for the specific services under dispute.
• Claims may only be brought directly against the partnership entity (Newtons) and not against individual partners, directors, members, or employees.
• Any legal proceedings or claims must be officially commenced within two years of the date on which the Client became aware, or ought reasonably to have become aware, of the circumstances giving rise to the alleged claim.
• In no event shall the Firm be liable for consequential, punitive, special, or indirect damages or lost profits.
• For forensic and litigation support assignments, the Client provides a full indemnity to the Firm against all third-party claims and legal fees, except in instances of judicially determined wilful misconduct or gross negligence by the Firm.

19. Termination

• Either party may terminate the contract immediately via written notice if the other party enters liquidation, business rescue, or has a receiver or judicial manager appointed.
• In the event of a contractual breach, the aggrieved party may issue a written notice requiring the breach to be remedied within 14 days. Failure to remedy within this period entitles the aggrieved party to terminate without prejudice to its rights to claim damages.
• The Firm reserves the right to terminate the contract immediately if legislative or regulatory changes, or structural realignments within the Client, compromise the Firm’s mandatory professional independence or render the continued provision of services unlawful under IRBA, SAICA, SAIPA, or statutory frameworks.