Terms of Engagement — Incorporated Societies

Version 1.2 · effective 23 September 2026

These are the terms for our annual compliance pack for New Zealand incorporated societies. They're written for a volunteer treasurer to actually read. If anything here doesn't suit your committee, say so before you pay and we'll talk about it.

1. Who we are and what this is

Deplexify ("we", "us") prepares documents from the figures and information your society's treasurer gives us. Under the Incorporated Societies Act 2022 a non-charitable society owes the Registrar four things within six months of its balance date: hold the AGM, complete financial statements signed by two committee members, register those statements, and register an annual return. We prepare the paperwork for three of those. The society does them.

This is preparation work. We do the reading, the routing and the drafting so a volunteer committee doesn't have to work out which of four reporting standards applies to it. The committee approves, the committee signs, and the society files.

2. What this is not — please read this one

Not an audit, a review, or any other assurance engagement. We prepare from the figures your treasurer provides. We do not audit or review them, we do not examine the society's records, minute books or bank statements, and we express no opinion and no assurance of any kind on them. Every document we deliver says so on its face and is marked as a draft for the committee's review and approval.
Not legal advice, and not tax advice. Nothing in the pack is issued under a professional designation.
Not a filing service. See section 3.
Not statements under an XRB standard. Our pack builds financial statements to the minimum requirements the Act sets for a small society. If your society isn't one, see section 6 — we won't hand you a part-built set of Tier 3 statements that looks finished and isn't.
Not for registered charities. See section 5.

3. Your committee signs, and your society files

Two members of your committee must date and sign the financial statements (s.102(1)(b)), and they must be presented to members at the annual general meeting (s.86(1)(b)) before the society registers them. The two annual return certifications are made by a named officer of your society (reg 18(g)–(h)). They are not ours to make, and we do not make them.

The society registers the statements and the annual return itself, through its own online account. We do not touch your RealMe login and we do not file on the society's behalf. Our calendar document walks you through it; walking you through it is not the same as doing it.

4. What you get

Generated from the answers your treasurer gives on our questionnaire:

Financial statements built to the section 104 minimum requirements, using the Registrar's own category names in the Registrar's own order, with current-year and prior-year columns and the two-signature block. Plus the checks we ran on your figures — the cash reconciliation and the two size tests — shown so the treasurer can see them and answer them.
Annual return preparation — every regulation 18 answer in order, ready to type into the register, plus the register checks that have to happen before an officer can honestly make the two certifications.
A calendar — this year's four deadlines worked out from your balance date, the 15-month AGM rule, whether an audit is triggered, where the society sits against the thresholds for the next two years, and the standing 20-working-day obligations that catch committees between returns.

Alongside those three, and kept separate from them, you also get an outstanding-items sheet — one page listing anything we still need from you and anything we have flagged for checking. It is a working list, not part of what your committee signs or files. Your three documents don't end in a list of what is missing.

We never invent a figure. A number the treasurer didn't give us is marked as still needed from you, in place, never quietly defaulted to zero — zero is a claim about the society's affairs and it goes into a document two committee members sign. Anything we could not confirm from a primary source is marked for checking rather than guessed at.

5. Registered charities — we are the wrong product, and we'll say so

If your society is registered with Charities Services, this pack is not for you. A registered charity files nothing with the Registrar of Incorporated Societies — not financial statements, not an annual return (s.108(b), s.109(3)). It reports to Charities Services instead, under a different regime with different tiers and thresholds.

Our intake asks this first and stops there if the answer is yes. If it somehow gets past us, we will not build you a pack and we will refund you in full, whatever stage we're at. Telling a charity it owes the Registrar something would simply be wrong.

6. When we hand your society on instead

The Act runs a size cascade, and it decides which of several reporting standards your society has to use. Our questionnaire computes it from your own figures and shows its reasoning. Where the answer lands outside the small-society route:

Above the small-society thresholds — including a society that is an approved donee organisation, which can never be a small society — the statements have to be prepared under an external reporting standard. We route that to review rather than generating something to the wrong standard.
Where an audit is required — broadly, a non-charitable society whose operating expenditure, with any entities it controls, reached $3 million in each of the two preceding periods (reg 16(2)) — that is a referral to a qualified auditor. We prepare; we do not audit, and we would not audit what we prepared.
The same applies to a rules-based or funder-imposed audit or review. That is your constitution's or your funder's requirement, it is separate from the Act, and it is not something this pack satisfies.

If your answers put your society there, we'll tell you which standard applies and why, refund anything you've paid on the self-serve tier, and quote the work properly if you want us to do it. You're under no obligation to take it from us.

7. Fees

One-off, in New Zealand dollars, per society per financial year:

NZ$249 — the small-society annual pack: the three documents in section 4.
NZ$395 — the same pack, checked by an accountant before your committee signs, with the tier routing and any audit trigger talked through.

The NZ$395 tier is still not an assurance engagement. An accountant reads the pack, checks the routing and the treatment, and talks it through with your committee. That is a second read of preparation work. It is not an audit, not a review under any auditing or review standard, and no assurance opinion is issued. Two committee members still sign your statements.

Payable in full before we generate anything. Nothing is built until your payment clears.
This is launch pricing and we may change it. The price you were shown when you accepted these terms is the price you pay.
The fee covers one society and one financial year. Next year's pack is a separate engagement at the then-current fee.
No hourly billing and no add-ons. The fee is for the work in section 4, not for a particular outcome.
Any fee the Registrar charges is separate, is nothing to do with us, and the society pays it directly. So is any infringement fee — see section 11.

8. Timing — what "one working day" means

Your pack is delivered within one working day of your payment clearing. Working days are New Zealand business days.

If something in your answers doesn't add up — cash that doesn't reconcile, a size figure that contradicts the year before it, a balance date that doesn't match the register — we email or ring before we build rather than guess. That pauses the clock until you answer, and the one working day then runs from your answer.

If we hear nothing for 30 days we'll build the pack from what we have, mark every gap in place, and send it.

9. Refunds

Full refund, no questions, up until we start generating your pack. Tell us to stop and we stop.
Once your pack has been delivered the fee is non-refundable. That is the entire work of this service — there is no later stage for the fee to sit in.
Full refund if this turns out to be the wrong product for your society — a registered charity (section 5), or a society outside the small-society route (section 6) — at whatever stage we find out.
If we fail to deliver your pack at all, for reasons within our control, we refund in full.
If something in your pack is wrong because of our arithmetic, our routing or our treatment, we fix it free and immediately, however many times it takes. If it is wrong because a figure the treasurer gave us was wrong, we'll rebuild it from the corrected figure — also free, the first time.

Because the whole thing happens within a working day, we'll say plainly what section 10 means here: by asking us to start immediately you're asking us to begin before any cancellation period has run, and the point of no refund is delivery. If you'd rather have a cooling-off period first, tell us and we'll hold your order until you say go.

10. Starting straight away

Filing deadlines are fixed and usually close, so we start as soon as you've paid. By accepting these terms you expressly ask us to begin immediately, and you accept that once your pack is delivered the fee is non-refundable under section 9. If you'd rather we waited, tell us and we will.

11. Your committee's responsibilities

The information you give us must be true, complete and current. Every figure in your pack traces to an answer your treasurer gave. We don't verify it, and we can't.
The committee reviews and approves the statements before signing them. Once two committee members sign, they are the society's statements and the committee's statement about the society's affairs — not ours. Read them first.
The officer making the annual return certifications has to be able to stand behind them. Our pack lists the register checks that have to happen before that is honestly possible. Doing those checks is the society's job.
The society holds the AGM, presents the statements to members, and registers the statements and the return by the deadline. The infringement fees for missing them, and any court fine, fall on the society and are not something we can be liable for.
Anywhere your pack says an answer is still needed from you, it is still needed from you. We mark gaps rather than filling them in.
Keeping the register of members, the officer register and the registered office details current — including the 20-working-day and 25-working-day notice obligations our calendar lists — stays with the committee.

12. Liability

Our total liability to the society, for anything arising out of this engagement, is limited to the fee you paid us.
We're not liable for an infringement fee, a fine, a Registrar decision, a lost grant or a lost funding application, however they arise.
We're not liable for the Registrar or the XRB changing requirements, standards or thresholds.
The society engages us for the purposes of its business, so the Consumer Guarantees Act 1993 does not apply to this engagement. Nothing here limits liability for death or personal injury caused by our negligence, for fraud, or for anything else that can't lawfully be limited.

13. Your information

We collect and hold the society's details, its officers' names and addresses, its contact person's details and the financial information the treasurer gives us, in order to prepare the pack. That's the only thing we use it for.
We share it with nobody. We don't send it to the Registrar — the society files itself — and we don't send it to anyone else, unless the law requires it. On the NZ$395 tier it is read by the accountant doing the check, and by nobody else.
Officer details are personal information about volunteers, and we treat them as such. They never appear in anything public.
We keep your file for 7 years, so next year's pack has the prior-year column already, then delete it.
You can ask for a copy of the society's file, or ask us to delete it, at any time: [email protected].

14. General

These terms are the whole agreement between us, and replace anything said beforehand.
Either of us may end the engagement in writing; section 9 governs what happens to the fee.
We may use subcontractors, and remain responsible for their work.
This engagement is governed by New Zealand law.

Questions before you accept? Ask. We'd much rather answer now than argue later — [email protected].