Terms & Conditions New Zealand of Engagement
These terms of engagement will apply except where we have otherwise agreed with you in writing. You accept and agree to these standard terms by continuing to engage us.
In these terms of engagement, we, us and our means KREA Group Limited. You or the client means you, our client, as identified as such in our proposal.
2 Scope of work and our role
Our proposal will set out the scope of the services we are to provide to you. If you are expecting us, or would like us, to perform any services which are different, or in addition to, those we have recorded or described, it is important that you let us know.
Our duties are only to you. Unless otherwise agreed in writing, those duties do not extend to others. If any other parties wish to retain us, they should do so by separate agreement.
Our name and opinions may not be used in connection with any prospectus, financial statement or other public document or representation without our written consent.
In no event shall either party be liable to the other for special, incidental, consequential, indirect or punitive damages. To the extent we are liable to you for any reason, our liability shall not exceed the amount of any fees paid to us by you in the six-month period prior to that liability arising.
Client confidentiality is important to us. We will not disclose any information obtained from you unless you authorise us, or that information is already in the public domain, or we are required to by law.
4 Our fees
Our proposal sets out the fees we will charge you. Any estimates we may provide are given as a guide only and not as a fixed quotation. If we need to revise our estimate, we will advise you of the factors causing the revision. If we are charging on an hourly or other non-fixed basis, we can, if you request us to, also inform you periodically of the level of fees incurred or inform you when fees reach a specified level.
5 Disbursements and office services
We will charge you for disbursements incurred by us on your behalf. These disbursements will be charged to you at their cost to us. Disbursements may include air travel, accommodation, meals and other specified fees. We may ask for payment of major items before those costs are incurred.
We will not charge you for office services including routine photocopying and binding, information retrieval, routine on-line searches, faxes and toll charges.
6 Billing and accounts
Unless we agree otherwise with you in writing, our invoices will be issued on a monthly basis, and/or on completion of a project. Goods and Services Tax (GST) or any similar taxes will, if applicable, be charged and payable in addition to the amount of any fee, quotation or estimate.
Invoices are payable in full by the 20th of the month following the date of invoice. If an invoice is not paid by that date, we may either or both:
• cease to do any further work until all accounts are paid in full; and/or
• charge interest at the rate of 3% per annum above the New Zealand 90-day bank bill rate, compounded monthly.
You must reimburse us, upon demand, our costs of enforcement and collection of any overdue amount, including all reasonable accounting costs, legal costs (on a solicitor and own client basis), court costs and other debt collection costs.
If we agree with you that we will address an invoice to another person, you will be required to pay that invoice if the other person does not.
We are always prepared to discuss the amount of any invoice with you.
7 Electronic communications
Unless otherwise agreed with you, we will communicate with you and others by electronic means. We do not accept responsibility and will not be liable for any damage or loss (direct or indirect) caused in connection with the corruption of an electronic communication.
If you have any doubts about the authenticity of any communication or document purportedly sent by us, please contact us immediately.
8 External information and public records
In providing services we may rely on, or provide you with, information obtained from third parties (e.g. government agencies or registers). This information may not always be accurate and complete. We do not accept responsibility and will not be liable for any damage or loss (direct or indirect) caused by errors or omissions in information obtained from third parties.
Over the course of our engagement with you we may collect and hold personal information concerning you. Under the Privacy Act 1993 you have the right of access to, and correction of, your personal information held by us.
10 Liability, termination and assignment
We will not be liable to you for any loss of revenue, profits, or for any indirect or consequential loss you or anyone else suffers as a result of or in connection with the services.
If we are liable to you for any reason (including under the law of contract, tort (including negligence) or otherwise) our liability will not exceed, in aggregate, the total amount of fees paid by you to us for the services in respect of which that liability arose.
Unless we have agreed a fixed term, either you or we may terminate our engagement at any time by giving at least one calendar month’s written notice. If our engagement is terminated:
• and we have not recorded a fixed term in our proposal, you will pay us for all fees reasonably incurred prior to termination;
• and we have recorded a fixed term in our proposal and you have terminated our engagement before the expiry of that term (other than for our material default), you will pay us for all fees that would have been payable up to the expiry of that term had you not terminated.
You may only assign your rights under these terms with our prior written consent.
11 Law and jurisdiction
These terms of engagement and any other agreement we have with you are governed by New Zealand law and are subject to the exclusive jurisdiction of the New Zealand Courts.
Where you (the client) are a company, in exchange for us agreeing to provide services to the client, each person specified in our proposal as an authorised company representative (Guarantor) hereby guarantees to us the due and punctual performance by the client of its payment obligations under the proposal and these terms of engagement (guaranteed moneys).
As a separate and independent obligation each Guarantor agrees to indemnify us against all losses or damage which we may suffer or sustain as a result of the non-payment of all guaranteed moneys whenever and as often as such event occurs.
The obligations of each Guarantor under this guarantee and indemnity are principal obligations imposed upon the Guarantor as principal debtor. Accordingly, each Guarantor acknowledges that we have the right to make a claim or demand against him or her pursuant to this guarantee and indemnity without having first taken any proceedings against the client or any other Guarantor.
This guarantee and indemnity is not to be considered as wholly or partly discharged unless and until all of the guaranteed moneys have been paid in full.
This guarantee and indemnity is not impaired or discharged by:
• any variation (with or without the consent of any Guarantor) to these terms of engagement;
• any breach, willful or otherwise, of any obligation of the client with or without the consent or knowledge of us or any Guarantor;
the granting of time, credit, forbearance, indulgence or concession to the client or to any other Guarantor;
• the unenforceability in whole or in part of this guarantee and indemnity against any other Guarantor or the fact that any other Guarantor has not executed these terms of engagement;
• the fact that all or any part of the moneys owing by the Lessee may not or may cease to be recoverable from the client or any other liable person for any reason (other than the same has been fully paid or satisfied);
• the liquidation, death, insolvency or bankruptcy (as the case may be) of the client or any Guarantor;
• the avoidance for any reason by statute or otherwise of any payment by or on behalf of the client or any Guarantor; or
• any other matter or thing which but for this provision could or might operate to abrogate the effect of provisions of this guarantee and indemnity.
If there are two or more Guarantors, then the obligations under this guarantee and indemnity binds them jointly and each of them severally.
We may assign, absolutely or by way of security, our rights under this guarantee and indemnity.