ENGAGEMENT TERMS
Rowe & Associates Limited (hereafter "RAL") and the Client enter into this professional services contract to supply professional services on the following terms:
1. As a result of providing services to you we will collect personal information. You authorise us to collect, retain and use this information to provide services and develop our relationship with you. You authorise us to disclose personal information to third parties should our engagement require us to do so. You also authorise us to obtain personal information from any person, including but not limited to Government Departments, solicitors or bankers for the purposes of completing any engagement. Personal information will be held at our offices. Under the Privacy Act 1993 you have the right to access and correct your personal information. You authorise us to use your information when dealing with third parties in relation to any matter in connection to your affairs, including IRD, banks, credit agencies etc. I/We authorise RAL to pass information pertaining to my personal and business affairs to my appointed lawyer, banker, accountant and liaise with such parties, charging me/us on a time and attendance basis for any assistance we are required or requested to provide.
2. All services provided by RAL will be provided remotely where possible. However, if a RAL representative visits your premises to in relation to the provision of services, I/we accept responsibility to provide them with a safe environment compliant with the Health and Safety at Work Act 2015.
3. I/We will provide whatever assistance, access, information required to provide the contracted services. Failure to do so may result in increased costs beyond what was agreed and may inhibit RALs' ability to deliver these services. Any additional time will be charged at the current hourly rate applicable for unspecified services plus GST and disbursements. Where the Client supplies information to RAL, the Client acknowledges that RAL may and will rely on this information in preparing or undertaking any engagement it is performing for Client and the Client has a responsibility to ensure the information they supply is accurate and correct. RAL shall have no duty to query the correctness of any information supplied by the Client under these engagement terms. The Client agrees that any information supplied by the Client to RAL that contains errors or misstatement in the information supplied, that results or flows through to cause error or misstatement in reports or work produced by RAL (as part of any engagement RAL are performing for the Client), shall be the Client’s sole responsibility where they have provided inaccurate information causing (fully or partially) the error. Where error or inaccuracy in information supplied by the client causes harm to the Client or any third party (harm for any reason whatsoever as long as it stems from the error or misstatement), then in consideration for RAL agreeing to work for the Client the Client shall hold RAL and its representatives indemnified for any loss, cost or harm that results from misstatement in reports or work produced by RAL, provided that such harm is stemming from the Client supplying incorrect information to RAL.
4. Unless a written quote is provided by RAL, all services are provided on a time and attendance at the hourly rate applicable for unspecified services plus GST and disbursements. Where a fixed fee is indicated, the fee is not rendered on a time and attendance basis but rather as a fixed fee for the agreed work. Such fixed fee work is not calculated on an hourly rate basis, but rather is payment for use of intellectual property and our skill and expertise provided as part of our service.
5. No claim for direct or indirect damage against us in respect of any services provided shall in any case exceed the fee rendered for the services in respect of which such damage arose. In consideration for RAL agreeing to perform the services covered by this agreement, you shall indemnify us against all claims of any kind brought by any person or entity in connection with any services provided to you.
6. In the event of any default by the Client to pay its fees under this agreement, in consideration for RAL agreeing to undertake this professional engagement, in addition to the sum outstanding for any fees and interest accrued on the Client’s account, and in addition to any recovery costs including RAL’s legal costs, the client agrees it shall further pay the cost of the time (on an hourly basis at the normal charge out rate for the representative of RAL) plus disbursements and GST in attendance to all matters pertaining to the cost recovery process.
7. I/We hereby give my/our authority for RAL to request any information required from third parties (including information from Inland Revenue) through all channels including electronic in order to complete any agreed work, and to disclose all such information to any third party RAL chooses to disclose to, provided that information will not be used by or passed over to companies that are not RAL or associated entities to RAL. In the event that I/we are in default of RAL's terms of trade as set out in this agreement, I authorise RAL to disclose my/our personal detail including detail of any amounts owing to any third party RAL desires to disclose such information to including credit agencies such as Baycorp. I/we further authorise RAL to make credit inquiries with credit agencies on me/us in the event that RAL chooses to do so.
8. In consideration for RAL agreeing to work for the client (or continue to work for as the case may be), the client agrees that any engagement for the provision of services by RAL to the client (or any related entity to the client including new entities as created from time to time, which shall have fees added at RAL’s discretion at rates to be set by RAL on a case by case basis and as and when required) are upon the terms set out in this agreement.
9. Copyright: We own, and have copyright in all work, documents, and software produced by us in connection with our services. You agree not to copy, distribute or publish any work RAL provide to you, other than in the ordinary course of communicating with organisations directly affected by the work we are completing for you. For the avoidance of doubt RAL retain the copyright in work we do for you, and you may not reproduce it or sell it to others for personal financial gain. Should you replicate any RAL's work product or documents you agree to pay RAL’s rendered fee for that service, such fee to be determined at the sole discretion of RAL. To the maximum extent permitted by law RAL holds copyright over all materials provided as part of its services and does not licence or permit its use in any circumstances without RAL written approval.
10. The Consumer Guarantees Act 1993, the Commerce Act 1986, the Fair Trading Act 1986 and other statutes may imply warranties or conditions or impose obligations upon us which cannot by law (or which can only to a limited extent by law) be excluded or modified. Our liability shall only apply to the minimum extent required by any statute. You acknowledge that if our services are provided to you for the purposes of a business, the provisions of the Consumer Guarantees Act 1993 shall not apply to our supply of such services.
11. You agree to reimburse us for all disbursements incurred by us while providing services to you, including the levying of an office services fee in the amount of 4% of any fee rendered which we will describe as “Office Service Charge”). In addition to this fee, specific disbursements may be levied on a case by case basis as is appropriate. E.g. Travel costs including time and mileage are to be met by you.
12. You authorise us to contract either as principal or agent for any services or part of the services required to complete any engagement. Where we decide to contract work out, you authorise us to disclose your affairs to the third parties involved in the provision of outsourced services to you, providing that we shall bind such contractor to a duty of confidentiality and supervise such contractors’ work.
13. Should you decide to terminate our services you will pay to us all amounts outstanding (including full payment for services which are partially completed, and all disbursements and office services fees incurred by us whether directly or indirectly resulting from your termination of this agreement). We will retain ownership of all working papers and records produced by us and will only release copies of these to any subsequent accountant after all outstanding accounts have been settled in full.
14. This agreement and all relationships and attendances resulting from it are to be governed and construed in all respects in accordance with the laws of New Zealand. The parties agree that any dispute will be filed and heard in the relevant court or tribunal at Auckland only.
15. The terms of this engagement are the total agreed terms of engagement, and oral discussions of any nature may not be
implied onto this contract. Any variation to these terms of engagement must be in writing and signed by both parties.
16. RAL’s processes do not include verification or validation procedures. No audit or review engagement has or will be performed and accordingly no assurance as to the accuracy of information provided by RAL is expressed. We do not accept responsibility to any other period for our services, information, reports provided. RAL does not accept any responsibility for the reliability, accuracy or completeness of financial information contained in anything we provide you. Nor do we accept any liability of any kind whatsoever, including by reason of negligence, to any person for losses incurred as a result of placing reliance on any reports or information (in the widest possible terms) prepared by RAL.
17. We have the right without notice to suspend or cancel in whole or in part any agreement for the supply of services to you if you breach any of your obligations under this contract or fail to pay any money owing after the due date. Where there is any cancellation or suspension of this contract you agree to pay us, all amounts outstanding at the time (including full payment for services which are partially completed and all disbursements and office services fees incurred by us whether directly or indirectly resulting from the cancellation or suspension).
18. We shall not be liable for delay or failure to perform our obligations arising from any Act of God or if the cause of the delay or
failure is beyond our control.
19. You shall not assign all or any of your rights or obligations under this contract without our written consent.
20. This agreement is the total agreement and supersedes all prior written or oral agreements.
21. The Client agrees to pay for the services by the 20th of the month following any invoice created for one-off or casual work.
22. Any unpaid fees outside of these terms shall incur interest charges at a rate of 18% per annum, calculated monthly in arrears or part thereof.
23. A standard office service charge of 4% is added to all invoices.
ACCEPTANCE OF ENGAGEMENT TERMS
24. Where the Client is a non-individual e.g. a company or trust, in consideration for RAL providing services to the Client at the request of the person signing below, the person signing below personally guarantees to pay all of RAL’s charges arising out of this contract jointly and severally with the Client, as if he or she was the principal debtor. The person signing acknowledges that he or she executes this contract both in a personal capacity and on behalf of the Client (where applicable).
25. I/We accept the attached estimation of costs, payment terms and terms of engagement set out above. I/We understand that the work process (being the principal scope of this engagement) is can vary greatly based over time and may involve changes to the anticipated costs of providing services. Accordingly, I/we agree to the above costs on the basis that they may later change. Before any such cost amendment is made, I/we will be contacted by RAL and be informed of the anticipated cost review, if and only if the cost is anticipated to increase. Otherwise, any cost decrease will be deducted accordingly. These terms apply to all services provided by RAL to you or any entity related to you.
26. I/We agree that this agreement remains in force until terminated in writing with 30 days’ notice by either party.
27. Unless you inform us in writing to the contrary within 10 days of the date of this letter, by continuing to instruct us on this engagement you will be bound to the terms contained herein and we will proceed accordingly.