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TERMS OF BUSINESS

Last Update: 15th April 2024

These terms of Business apply to Covisory Partners Ltd and Covisory Trust Services Limited and their related entities.

1. Agreement to the Terms

These terms will apply to our relationship with you.
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.
We will post any changes to the terms on our website, https://www.covisory.com/terms-of-business.

2. Changes to these Terms

We may modify, alter, or otherwise update these terms from time to time, with or without notice. It is your responsibility to regularly check our website to determine if there have been changes to these terms and to review such changes.
You agree to check the website before each new instruction to us and agree to be bound by the terms which are in effect at the time at which you provide an instruction. We will include the date of the terms at the top of each page to help you identify whether or not these terms have changed. Your continued use of our services constitutes your acceptance of these and any new terms.

3. Services

We will provide services to you in accordance with this agreement and with the degree of skill, care and diligence expected of a professional firm delivering similar kinds of services.
Where we provide advice, that advice represents our opinion which has been formed based on our knowledge of your particular circumstances.
While providing the Services to you we may show you drafts of any final report or other product of the Services for your comment. As any such draft document is subject to revision and alteration, no reliance should be placed on it without our prior written consent. In addition, we may have informal oral discussions with you about any document or ideas that may be contained therein. Such oral comments or advice will have no greater significance than explanations or other material contained in any report or other document and reliance should only be placed on information or comments set out in the final product of the Services unless we have given our prior written consent.
Any advice given by us:

may not be relied on by any other person unless we agree to that in writing.
is subject to changes in the law after the date it is given.

Our name and advice may not be used in connection with any offering document, financial statement, report, or other public document without our written consent.
When our instructions on a matter are completed our representation of you will end; and we are not obliged to:

notify you of any subsequent change of law in respect of that representation; or
provide any further services related to that matter.

Except for taxation advice, the services do not include the provision of legal advice or legal due diligence services.
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.

We are not responsible for the work of any other person who you engage to perform work in conjunction with our services.
We do not limit or exclude our liability (if any) to you for:

personal injury or death resulting from our negligence.
any statutory audit work that we undertake for you which it would be illegal for us to limit or exclude our liability.
any matter which it would be illegal for us to exclude or to attempt to exclude our liability.
fraud.
our deliberate breach of duty.

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

We are part of a reporting entity under the terms of the Anti-Money Laundering and Countering Financing 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.

5. Credit and Anti-Money Laundering Checking and Reporting

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).
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.
You understand that:

A Credit Agency will give us information about you for the Purpose.
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.
When other Credit Agency customers use the Credit Agency credit reporting service, the Credit Agency may give the information to those customers.
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.
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.

6. Our Fees

Our Fees and the basis on which they are calculated are set out in the engagement letter.
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.
For time-based invoicing, our current maximum hourly rate is set out below. We review these rates annually and will notify you if our rates change.

Our current rates as at January 2023 are:

Nigel Smith $795 plus GST per hour.
Marcus Diprose $550 plus GST per hour
Chris Ng $575 plus GST per hour. ($650 from 1st May 2024)
Sally Herbert $375 plus GST per hour

Goods and Services Tax (GST) will be added where applicable.
It is our policy to charge for all meetings whether in person, telephone or using an online conference facility.
We will recharge to you any out-of-pocket expenses necessarily incurred in the performance of the work done. 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 will include an additional 10% of those disbursements charge to cover our administration costs.
We will submit invoices to you in respect of the fees at regular intervals, weekly, 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 floating residential mortgage base rate plus 8% on any amount which is outstanding. All bank fees are payable by the Addressee.
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.
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.
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.
For Covisory Trust Services. Our fees charge are contained in the fee schedules on our website, https://www.covisory.com/trust-services-fee-schedules. We reserve the right to charge additional fees where we believe the work to be undertaken involves a degree of difficulty over and above our standard charges. Factors which we consider in determining any additional fees which we will charge are:

the time and labour expended.
the skill, specialised knowledge, and responsibility required to perform the Services properly.
the importance of the matter to you and the results achieved.
the urgency and circumstances in which the matter is undertaken, and any time limitations imposed, including those imposed by you;
the degree of risk assumed by us in undertaking the Services including the amount or value of any property involved.
the complexity of the matter and the difficulty or novelty of the questions involved.
the experience, reputation, and ability of the staff member.
the possibility that the acceptance of the particular retainer will preclude our engagement by other clients.
whether the fee is fixed or conditional (whether in litigation or otherwise).
any quote or estimate of fees given by us.
any fee agreement (including a conditional fee agreement) entered into between you and us.
the reasonable costs of running our practice; and
the fee customarily charged in the market and locality for similar services.

7. Disbursements

We will recharge to you any out-of-pocket expenses necessarily incurred in the performance of the work done.
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.

8. Bank Details

Instructions to make Payments to Covisory Partners Bank Account

Beneficiary Name: Covisory Partners Limited
Beneficiary Address: Unit 301, 6-8 Heather Street, Parnell, Auckland 1052, New Zealand
Beneficiary Bank: ANZ Bank New Zealand Ltd
(SWIFT Code ANZBNZ22)
Branch: East Tamaki
Bank Address: 116 Harris Road, Ground Floor, East Tamaki, Auckland 2013, New Zealand

For Payments in NZD for Domestic based clients our Beneficiary Account:
06-0293-0089060-00

Instructions to make Payments to Covisory Trust Services Bank Accounts

Beneficiary Name: Covisory Trust Services Limited
Beneficiary Address: Unit 301, 6-8 Heather Street, Parnell, Auckland 1052, New Zealand
Beneficiary Bank: ANZ Bank New Zealand Ltd
(SWIFT Code ANZBNZ22)
Branch: Auckland (Queen & Victoria St)
Bank Address: Cnr Queen & Victoria Streets, Auckland CBD, Auckland 1010, New Zealand

For Payments in NZD for Domestic based clients our Beneficiary Account:
01-1839-00332734-000

For payments in USD for Foreign based clients our Beneficiary Account:
232271USD00001

Note for sending bank:
New Zealand AML/CFT legislation requires all inward payment instructions to NZ to include the following:
• The originator’s full name, and
• The originator’s account number, and
• The originator’s business or residential address, or
• The originator’s national identity number, or
• The originator’s customer identification number, as given to them by the ordering institution, or
• The originator’s date, city and country of birth (if originator is an individual)

9. Credit Cards

We use the Windcave Payment Gateway for online credit card transactions. Windcave processes online credit card transactions securely for thousands of merchants globally, providing a safe and secure online payment service:

Payments are processed in real-time.
We do not have access to your full card number, this credit card payment is secured by Windcave.
Windcave have bank grade security. All transaction details are stored in the PCI-DSS compliant Data Centre.

Visit www.windcave.com for more info on online credit card payments.
You can access the Windcave Payment Gateway by selecting the payment tab on our website https://www.covisory.com/payments.

10. Ownership

Unless otherwise agreed or required by any applicable regulatory body:

we will retain ownership of the copyright and all other intellectual property rights our Services including any correspondence, other work product, working papers and all other materials.
any product of the Services released to you in any form is supplied by us on the basis that it is for your sole benefit, information and use in connection with the Services. No report, document or publication produced by us (in whatever form) may be reproduced, in whole or in part or provided to any third party without our prior written consent (save for your own internal purposes or as required by law or the rules of any competent regulatory body).
you will acquire a personal non assignable and irrevocable royalty free licence to use any product of the Services in its tangible form on payment of our fees for any such product in accordance with clause 3.7.

11. Lien

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 such time as all invoices have been paid. You must pay all outstanding invoices before we release any files to you or to any other person.

12. Confidentiality

If you provide us with access to your secret and proprietary information concerning your business or affairs (Confidential Information) in the course of delivering the Services, we will keep your Confidential Information confidential except to the extent that:

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.

13. Retention of Your Documents

You may leave documents in our possession after conclusion of your matter. However, we will destroy our files 7 years after a matter is completed. If you do not retrieve your documents within that period, we have your authority to destroy them.

14. Electronic Service and Communication

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.
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.
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.

15. Tax Services

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.

16. Confidentiality and Privacy

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.

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.
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 2020 and treat personal information accordingly.
We recognise our responsibility, and are committed to, ensuring the privacy of your personal information.
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.
Covisory 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 Covisory 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
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.
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.

17 Intellectual Property

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.

18. Limitation of Liability

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).

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.
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.
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.

19. Other Engagements

Nothing in these terms prevents Covisory 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.

20. Dispute Resolution

This agreement will be governed by and construed in accordance with New Zealand Law.
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).
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.
Each party irrevocably waives any rights it may have to object to an action being brought in those Courts.
If you wish to make a complaint, please contact our Director, c/- Covisory, PO Box 137215, Parnell, Auckland 1151, New Zealand.

21 Assignment

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.

22. Termination

You have no obligation to engage us or provide us with instructions. If you do provide us with instructions, you may, at any time, ask us to stop work. If you ask us to stop work, we will not incur any further costs but you agree to pay any invoice we issue for our fees and costs up to the date you asked us to stop work.
We may suspend our provision of the Services or decline to act further by giving you written notice at any time. We are under no obligation to provide any reasons why we do not wish to provide further services.
If we stop work because you have breached any of these terms, including any failure by you to pay an invoice on a due date, you agree that we will invoice you for fees and costs up to the date you asked us to stop work. If we choose to stop work and do not provide any reasons for that, we will not invoice you for work in progress at the date we stop work.
Nothing in this clause limits your obligation to pay any invoice issued prior to termination.

23. Guarantee

We may ask another person to guarantee your obligations to us.
Any guarantor unconditionally and irrevocably guarantees to us the due performance of and compliance by you with these terms and the Guarantor undertakes that if, for any reason, you do not comply with any obligation under these Terms, the Guarantor will fulfill the obligations under these terms Agreement (including, without limitation, paying any amount owing to us under these terms immediately on demand).
Although as between the Guarantor and you, the Guarantor may be a surety only, as between the Guarantor and us, the Guarantor shall be liable as a principal party under this guarantee or under any extension, amendment or variation of this guarantee and may be so treated in all respects by us.

24. Complaints

We will carefully consider any complaint as soon as we receive it. If we do not answer your complaint to your satisfaction, you may refer the matter to any applicable regulatory body, as the case may require.

25. General

These terms contain all the terms, representations and warranties made between the parties and supersedes all prior discussions and agreements covering our relationship.
You may not assign these terms without our prior written consent. We may assign these terms at any time to any person without your consent.
We provide our Services under the engagement as an independent contractor and accordingly nothing shall be construed to create a partnership, joint venture or other relationship unless specifically acknowledged by us in writing. No party has the right, power, or authority to oblige or bind the other in any manner.
This agreement will be governed by and construed in accordance with New Zealand Law. The Courts of New Zealand will have exclusive jurisdiction in relation to any claim, dispute or difference concerning the Services Contract and any matter arising from it. Each party irrevocably waives any rights it may have to object to an action being brought in those Courts.