Terms of Service Zimbabwe

1. Introduction

Welcome to Autumn Fiscal Solutions. These Terms of Service ("Terms") govern your use of our accounting, tax compliance, business advisory, and related services ("Services") in Zimbabwe. By engaging our Services, you agree to be bound by these Terms.

2. Definitions

In these Terms, the following definitions apply:

3. Services Scope

3.1 Service Description

Autumn Fiscal Solutions provides professional accounting and business advisory services in Zimbabwe, including but not limited to:

• Accounting and bookkeeping services
• Tax compliance and ZIMRA filings
• Company secretarial services
• Statutory and regulatory compliance (PRAZ, NSSA, NEC, ZIMDEF)
• Systems implementation and reporting
• Business advisory and training
• Personal wealth advisory

3.2 Service Limitations

Our Services are provided based on information supplied by the Client. We are not responsible for:

• Errors or omissions in Client-provided information
• Changes in Zimbabwean law or regulations occurring after service delivery
• Business decisions made by the Client based on our advice
• Third-party actions or inactions affecting the Client's business

3.3 Professional Standards

We perform all Services in accordance with:

• International Financial Reporting Standards (IFRS)
• Zimbabwean Companies Act and tax legislation
• Professional accounting standards and ethics
• Relevant regulatory requirements in Zimbabwe

4. Client Obligations

4.1 Information Provision

The Client agrees to:

• Provide accurate, complete, and timely information as requested
• Notify us immediately of any changes affecting the Services
• Provide access to necessary documents and records
• Cooperate with reasonable requests for information

4.2 Compliance Responsibilities

The Client remains responsible for:

• All statutory filings and payments to ZIMRA and other authorities
• Maintaining proper business records and documentation
• Implementing recommendations and advice provided
• Obtaining necessary approvals and authorizations

4.3 Timely Action

The Client must:

• Review and approve deliverables in a timely manner
• Make decisions promptly when required
• Provide feedback within agreed timeframes
• Notify us of any concerns within 7 days of delivery

5. Fees & Payments

5.1 Fee Structure

Our fees may be structured as:

• Fixed Fees: Agreed amount for specified services
• Time-based Fees: Based on hourly rates for professional staff
• Retainer Fees: Monthly retainers for ongoing services
• Project-based Fees: For specific projects or engagements

5.2 Payment Terms

• Invoices are payable within 14 days of receipt
• Late payments incur interest at 2% per month
• We reserve the right to suspend services for overdue accounts
• All bank charges are borne by the Client

5.3 Fee Changes

We reserve the right to adjust fees annually to account for:

• Inflation and economic changes in Zimbabwe
• Increased regulatory requirements
• Changes in service scope or complexity
• Market rate adjustments for professional services

5.4 Disbursements

The Client agrees to reimburse us for:

• Government fees and levies (ZIMRA, Companies Registry, etc.)
• Third-party service charges
• Reasonable travel and accommodation expenses
• Other out-of-pocket expenses incurred on the Client's behalf

6. Confidentiality

6.1 Confidential Information

Confidential Information includes but is not limited to:

• Financial statements and records
• Business plans and strategies
• Tax information and filings
• Employee and payroll information
• Client lists and business relationships

6.2 Confidentiality Obligations

We agree to:

• Maintain confidentiality of all Client information
• Use information only for providing agreed Services
• Implement appropriate security measures
• Limit access to authorized personnel only

6.3 Exceptions

Confidentiality obligations do not apply to information that:

• Is or becomes publicly available
• Was already known to us
• Is required to be disclosed by law or regulation
• Is necessary for defending legal claims

6.4 Data Protection

We comply with the Zimbabwe Cyber and Data Protection Act and:

• Implement appropriate technical and organizational measures
• Process personal data only for specified purposes
• Retain data only as long as necessary
• Facilitate data subject rights where applicable

7. Liability

7.1 Professional Liability

We exercise reasonable skill and care in providing Services. However:

• We are not liable for losses arising from Client-provided information
• We are not liable for business decisions made by the Client
• Our liability is limited to professional fees paid for the relevant service
• We are not liable for indirect or consequential losses

7.2 Liability Cap

Our total liability for any claim shall not exceed:

• The lesser of USD 10,000 or fees paid for the specific service
• For ongoing services, the fees paid in the preceding 12 months

7.3 Exclusions

We are not liable for:

• Losses due to changes in Zimbabwean law or regulation
• Third-party actions or failures
• Force majeure events
• Client failure to implement recommendations

7.4 Indemnification

The Client agrees to indemnify us against:

• Claims arising from inaccurate Client information
• Client breach of these Terms
• Client violation of laws or regulations
• Third-party claims based on Client actions

8. Termination

8.1 Termination Rights

Either party may terminate this Agreement:

• With 30 days written notice for convenience
• Immediately for material breach by the other party
• If the other party becomes insolvent or bankrupt

8.2 Effects of Termination

Upon termination:

• All fees for services rendered become immediately due
• We will deliver completed work to the Client
• Confidentiality obligations continue
• Each party returns the other's property

8.3 Transition Assistance

Upon termination, we will provide reasonable transition assistance, subject to:

• Payment of outstanding fees
• Reasonable time and cost reimbursement
• Client cooperation in the transition

9. Dispute Resolution

9.1 Negotiation

Any dispute shall first be subject to:

• Direct negotiation between the parties for 30 days
• Escalation to senior management if unresolved
• Good faith efforts to reach mutual agreement

9.2 Mediation

If negotiation fails, the parties shall attempt mediation:

• Through a mutually agreed mediator in Harare
• Costs shared equally between parties
• Mediation within 60 days of dispute notice

9.3 Arbitration

If mediation fails, disputes shall be resolved by arbitration:

• In accordance with Zimbabwean arbitration law
• Conducted in Harare, Zimbabwe
• In English language
• Award is final and binding

9.4 Governing Law

This Agreement is governed by Zimbabwean law, and parties submit to the exclusive jurisdiction of Zimbabwean courts for matters not subject to arbitration.

10. Amendments

10.1 Amendment Procedure

We may amend these Terms by:

• Providing 30 days written notice to Clients
• Posting updated Terms on our website
• Obtaining written acceptance for material changes

10.2 Continued Use

Continued use of our Services after amendments constitutes acceptance of the updated Terms.

10.3 Material Changes

For material changes affecting existing engagements, we will:

• Provide individual written notice
• Discuss implications with affected Clients
• Offer opportunity to terminate if unacceptable