Last Update: 18th January 2022

These Terms of Business and the attached engagement letter together form the entire agreement (Agreement) between the firm Covisory Partners Limited (CPL) and all addressees of the engagement letter.

You do not need to sign these this Agreement to accept them. We will accept your instructions to carry out work for you as acceptance of these terms and any changes to the terms which are either emailed to you or posted on our website, www.covisory.com.

Unless otherwise agreed in writing, any further work we may carry for you will be governed by the terms of this Agreement.

1. Services

1.1 We will provide the services described in the engagement letter (the services) and any other services requested by you from time to time.
1.2 You are responsible for determining that the scope of the services is sufficient to meet your needs.
1.3 Unless specifically stated to the contrary in the engagement letter:

1.3.1 We will use reasonable efforts to ensure that our personnel named in the Engagement Letter are available to provide the services. However, if we need to, we may replace these personnel with others of a similar skill.
1.3.2 We will rely on the information that you provide and will not verify that information. Where we provide advice, that advice represents our opinion which has been formed based on our knowledge of your circumstances.
1.3.3 Except for taxation advice, the services do not include the provision of legal advice or legal due diligence services.
1.3.4 If the services or your reliance on the services depend on taxation laws, regulations or interpretations by the Courts or Government agencies.

        • Our services are provided based on the current tax legislation and with the current practices of the New Zealand Inland Revenue Department and any other relevant tax authority at that time.
        • We cannot be held responsible if legislation or such practices change at some future date or change with retroactive effect.
        • We are not obliged to notify you of any subsequent change of law.

1.3.5 We are not responsible for the work of any other person who you engage to perform work in conjunction with our services.

2. Client Responsibilities

2.1 You agree that you will:

      • Provide us with all reasonable and necessary assistance so that we can provide the Services to you.
      • Provide timely and reasonable access as appropriate, to your premises, facilities, networks, Information and Representatives.
      • Provide information that is true, accurate and not misleading.
      • Use the results of our services only for the purpose for which the services are provided.
      • Update any information where there has been a material change to that information, including telling us if any of your circumstances change during the course of the Services.


3. Reliance on our work

3.1 Because our work is for your exclusive use, it must be used only by you and only for purpose.
3.2 Any draft documents, oral comments or any other communications made prior to the final written report do not represent our final conclusion and should not be relied upon.
3.3 Our report should not be relied upon by management or the addressee of our report, or advisers to the addressee, in their personal capacities.

4. Our Work

4.1 We accept no responsibility or liability to any other person other than those who have engaged us and to whom we report to.
4.2 Our name and advice may not be used in connection with any offer document, financial statement, report, or other public or private document without our prior written consent.
4.3 The working papers that we produce in the course of performing the services are our property and we have no obligation to disclose our working papers to you or to any other person.
4.4 In the absence of other instructions from you or other statutory or regulatory requirements as to retention of records, it is our normal practice to destroy correspondence and other papers that are more than seven years old, other than documents that may be of continuing significance.

5. Anti-Money Laundering and Countering Financing of Terrorism Act 2009

5.1 We are part of a reporting entity under the terms of the Anti-Money Laundering and Countering of Terrorism Act 2009 and as such have obligations to be met:

      • We are required to carry out Customer Due Diligence (CDD) on all our Customers which includes customer identification and verification – Know Your Client (KYC).
      • We are required to report all suspicious transactions at the time of the suspicious activity.
      • We are required to prepare an annual Anti-Money Laundering / Countering Financing of Terrorism (AML/CFT) report.


6. Credit and Anti-Money Laundering Checking and Reporting

6.1. You understand and confirm that we may use and provide your personal information to a credit reporting agency (Credit Agency) to assist us in making a decision as to whether we extend you credit and/or should you default in your payment obligations (Purpose).
6.2. If you are an individual you understand and confirm to your personal information being passed to and checked with the document issuer, official record holder, a credit bureau and authorise these parties for the purpose of verifying your identity and address. If you are representing another entity you confirm that you are authorised to provide the personal information presented and have obtained the consent of the individuals to which the personal details relate for this personal information being passed to and checked with the document issuer, official record holder, a credit bureau and authorise these parties for the purpose of verifying their identity and address.
6.3. You understand that:

(a) A Credit Agency will give us information about you for the Purpose.
(b) We will give your personal and/or corporate information to the Credit Agency, and that Credit Agency will hold that information on their systems and use it to provide their credit reporting service.
(c) When other Credit Agency customers use the Credit Agency credit reporting service, the Credit Agency may give the information to those customers.
(d) We may use a Credit Agency credit reporting services in future for purposes related to the provision of credit to you. This may include using the Credit Agency’s monitoring services to receive updates if any of the information about you changes.
(e) If you default in your payment obligations to us, information about that default may be given to a Credit Agency, and that Credit Agency may give information about your default to other Credit Agency customers.


7. Our Fees

7.1 Our Fees and the basis on which they are calculated are set out in the engagement letter.
7.2 Our fees will be set at a fair and reasonable level, having regard to the time expended by us, the complexity of the instruction, the degree of specialisation, the use of our intellectual property, and any urgency arising out of the instruction. Although our fees generally reflect the hours committed to your work multiplied by the hourly rate of the person concerned, this will not always be the case.
7.3 For time-based invoicing, our current maximum hourly rate is set out in the accompanying Engagement Letter.

We review these rates annually and will notify you if our rates change.

Our current rates as at January 2022 are:
a. Nigel Smith $795 plus GST per hour.
b. Chris Ng $575 plus GST per hour.
c. Sally Herbert $375 plus GST per hour

7.4 Goods and Services Tax (GST) will be added where applicable.
7.5 We will submit invoices to you in respect of the fees at regular intervals, either fortnightly or monthly. Our invoices are due for payment upon receipt and payable within 14 days of the date of the invoice. If payment is not received by that date, we reserve the right to suspend services and/or charge interest, compounded monthly, at the ANZ Bank’s residential mortgage base rate plus 8% on any amount which is outstanding.
7.6 You may request an indication of the likely professional costs of an engagement. Any fee estimate we provide you with is in good faith but is not contractually binding.
7.7 Where we have done work but not been paid, we have the right to retain original documents, correspondence and all other notes and work product until all invoices have been paid. You must pay all outstanding invoices before we release any files to you or to any other person.
7.8 We may recover from you all costs and expenses (including debt collection costs and legal costs on a solicitor/client basis) incurred by us in enforcing or attempting to enforce the provisions of these terms.

8. Disbursements

8.1 We will recharge to you any out-of-pocket expenses necessarily incurred in the performance of the work done.
8.2 Where we believe it is necessary, we may contract with outside professional advisers for services on your behalf, to assist us in delivering the Services. Our invoice for any third-party disbursements may include an additional 10% of those disbursements charged to cover our administration costs.

9. Electronic Service and Communication

9.1 Each of us agrees that we may communicate with each electronically. In relation to electronic services and communications you acknowledge that these are not always error free or completely secure. Neither of us is responsible to the other for any loss suffered in connection with the use of email as a form of communication between us.
9.2 We can inform you of other products and services or send you other electronic communications. These may include but not be limited to such products as Conference Facilities, and Client portals to access information on our Trust and Document Management systems. We will take every reasonable precaution to ensure that those services and communications are accurate, reliable, adequate, complete, confidential, and secure. You consent to receiving or using these services until such time as you notify us in writing that you no longer wish to use or receive them.
9.3 We each agree to take reasonable precautions to protect our own information technology systems, including implementing reasonable procedures to guard against viruses and unauthorised interception, access, use, corruption, loss, or delay of electronic communications.

10. Tax Services

10.1 Where we provide tax advice to you in written form on a confidential basis, that tax advice may qualify as a tax advice document that is not required to be disclosed to the Commissioner of Inland Revenue in terms of the Tax Administration Act 1994 without your consent.

11. Confidentiality and Privacy

11.1 We will hold in strict confidence all information that we acquire through our work for you, and which concerns your business or instructions to us. The only exceptions are:
• the Confidential Information is or becomes public knowledge;
• disclosure is required by law or a regulatory body;
• disclosure is made to an employee, officer, insurer, consultant, or other professional advisor as required in the ordinary course of business as part of our engagement.
11.2 Where your confidential information is provided to a Cloud Services Provider, the Cloud services provider has confirmed that all confidential information provided to it by us will be kept confidential, subject to any disclosure required by law. We are not liable for any loss which arises as a result of a failure of or a problem with the technology infrastructure or environment used by the Cloud Services Provider.
11.3 We will always take great care to deal with all personal information in a compliant and confidential manner and expect all of our employees, contractors, business partners and service providers to comply with the Privacy Act 1993 and treat personal information accordingly.
11.4 We recognise our responsibility, and are committed to, ensuring the privacy of your personal information.
11.5 When you provide us with personal information we will hold and store that personal information in accordance with the requirements set out in the Privacy Act 2020.
11.6 CPL uses contractors or suppliers located in New Zealand and overseas to assist us in providing services to our clients and in our internal functions. You agree that CPL may transfer information provided to us by you or on your behalf (including personal and confidential information) to those contractors and suppliers, provided that they comply with our privacy terms
11.7 We will not release your personal information to any third party except where required to, permitted to by law, where you have authorised us to do so or where disclosure is connected to the purpose for which the information was collected.
11.8 You may ask us to correct, alter or delete any personal information that we hold about you by sending a request to us either in writing or via email. It is your responsibility to ensure that personal information provided to us is accurate.

12 Intellectual Property

12.1 Unless otherwise agreed or required by the Chartered Accountants Australia & New Zealand (CA ANZ) or any other applicable regulatory body. We will retain ownership of the copyright and all other intellectual property rights relating to our Services including any correspondence, other work product, working papers and all other materials.

13. Limitation of Liability

13.1 Our liability for any loss or damage that you suffer caused by our breach of contract, tort (including negligence), breach of fiduciary duty or other actionable wrong of any kind shall be limited as follows:
• We shall have no liability for any consequential or indirect loss or loss of profit.
• Our liability will be reduced to consider any contributory negligence on your part pursuant to the Contributory Negligence Act 1947
• Notwithstanding anything in these terms our liability for loss shall in no circumstances exceed the amount of 2 times the total fees charged in the case of non-recurring work or 2 times the annual fees paid in the case of recurring work (the liability cap).
13.2 Where there is more than one addressee to the engagement letter, the amount of our liability allocated between addressees, such allocation being entirely a matter for the addressees, who will be under no obligation to inform us of it.
13.3 No legal proceedings may be commenced later than two years after the date on which the party bringing the claim became aware or ought reasonably to have become aware of the facts giving rise to the claim.
13.4 In any event, no legal claim may be made against us outside of four years from the date on which the facts giving rise to the claim occurred.

14. Other Engagements

14.1 Nothing in these terms prevents CPL from providing services to other clients if we take reasonable steps to ensure that each client’s confidential information is not disclosed to other clients.

15. Circumstances outside the Parties control

15.1 Neither party will be liable to the other for any failure to fulfil obligations caused by circumstances outside its reasonable control.

16. Indemnity

16.1 You acknowledge that any use of or reliance on our work that is contrary to this Agreement may expose us to a claim from someone with whom we have no relationship or whose interests we have not considered in providing the Services. Accordingly, in relation to our Services, should a third party, who is not party to this Agreement, make any claim against CPL, or its Representative (each an Indemnified Person) or should any regulatory body undertake an investigation, you agree, to the extent permitted by law, to indemnify that Indemnified Person for any loss suffered or incurred and the time spent in defending or responding to any such claim or investigation, except to the extent that such amounts are finally judicially determined to have been caused primarily from that Indemnified Person’s fraud.

17. Dispute Resolution

17.1 This agreement will be governed by and construed in accordance with New Zealand Law.
17.2 Should any dispute arise; the parties will attempt to resolve in good faith by senior level negotiations (this may include mediation using the services of an agreed mediator).
17.3 Should the dispute not be resolved through negotiation and mediation the Courts of New Zealand will have exclusive jurisdiction in relation to any claim, dispute or difference concerning this Agreement and any matter arising from it.
17.4 Each party irrevocably waives any rights it may have to object to an action being brought in those Courts.
17.5 If you wish to make a complaint, please contact our Director, c/- Covisory Partners Limited, PO Box 137215, Parnell, Auckland 1151, New Zealand.


18. Assignment

18.1 Neither party may transfer, assign or novate the contract without the prior written consent of the other. However, each party may transfer its respective rights and obligations to a partnership or legal entity authorised to take over all or part of its business.

19. Termination

19.1 Either of us may terminate the contract by giving the other 30 days written notice:
19.2 We may terminate our Agreement with you immediately if you fail to meet your obligations under this Agreement including to pay our fees within the time specified or to provide us with adequate information or instruction. Or in the circumstances where there is a change beyond our reasonable control (such as regulatory related developments) that prevents us from providing the Services to you.
19.3 If this Agreement is terminated you agree to pay us the Fees for any work we have done and any expenses we have incurred up to the date of termination. Where appropriate, each of us will return to the other any documents or property of the other that it has, except that we may retain a scanned copy of all information to allow us to satisfy our professional obligations and record keeping requirements.
19.4 Where you terminate this Agreement before we have completed the services, you will pay any additional costs that we incur in connection with the early termination.
19.5 If this Agreement is terminated, the provision of these terms which are expressly or by implication are intended to survive its termination or expiry will continue to apply and bind both parties including without limitation the limitations in clause 12 and the indemnity in clause 16.

20. General

20.1 If any term of this Agreement is held to be invalid the enforceability of the remainder of the Contract will not be affected.
20.2 In this Agreement, ‘we’, ‘us’ and ‘the firm’ means Covisory Partners Limited, and ‘you’ means our client. Where you are a company or other corporate or unincorporated entity, we act only for you. We do not act for your shareholders, directors or members unless we expressly agree otherwise.
20.3 We are an independent contractor and accordingly, nothing shall be construed to create a partnership, joint venture or other relationship between us unless specifically acknowledged by us in writing. No party has the right, power or authority to oblige or bind the other in any manner.