1. Application:

1. These terms of engagement are the standard terms on which The Ethos Alliance Charitable Trust (“we”) provide advice, advocacy, research, consulting, or any other services (“Services”) to clients. Our client on any particular engagement will be the party identified as such in the letter of engagement we send or as otherwise agreed (“you”).  
2. These terms will apply whenever you ask us to perform Services. You do not need to sign these terms in order to accept them. It will be assumed from you continuing to engage us.

2. Scope of work:

1. The scope of the Services will be described in a letter of engagement or other written communication.  
2. The scope of the Services can be expanded or limited at any time in writing.  
3. We focus on the fundamental human rights to freedom of conscience, religion and belief and related areas of the law.
4. Our duty of care is to you and not to any other person.  We owe no liability to any other person, including for example any directors, shareholders, associated companies, employees or family members unless we expressly agree in writing. We do not accept any responsibility or liability whatsoever to any third parties who may be affected by our performance of the Services.
5. Similarly, the Services are performed for your benefit and in your interests. Unless expressly agreed by us in writing, third parties may not rely on our performance of the Services or any advice we give, and you may not provide our advice, reports or recommendations to any third party.  
6. Our advice is opinion only, based on the facts known to us and on our professional judgement. We are not liable for errors in, or omissions from, any information provided by third parties.
7. In particular, we do not provide legal, accounting, investment or financial advice or services. Our performance of the Services should not be taken as such advice or a substitute for it. We are not lawyers, nor are we a law firm.
8. Unless we agree to do so in writing, we will not update advice, recommendations, or documents generated in performance of the Services after they are communicated to you.  
9. Our advice relates only to the Services and/or the particular work you engage us for. Once the Services and/or that work is at an end, we will not owe you any duty or liability in relation to any other work or issues unless you specifically engage us in in respect of that work or those issues.
10. These terms and conditions supersede and replace any prior agreement or understanding between us.
11. You must supply us with any known requirements of the particular work you engage us for (“project”). In particular, you must fully disclose any relevant information or documents to us. If we believe you have not provided sufficient information to allow the Services to be undertaken properly, we will advise you of the information required. We may postpone the Services until you have provided the information (and in such event any timeframes for work to be done shall be extended by the period of the postponement).
12. You must not communicate with others about this matter without consulting with us first. For example, you must not reply to inquiries (including media inquiries), post on social media, enter into correspondence, or fill out applications before involving us.  
13. Where other consultants are to be engaged in connection with any matter, you must enter into a separate contract directly with such other consultants, and be solely liable for the prompt payment of accounts of any such consultants. We will not be liable for the acts or omissions of any such secondary consultants.

3. Confidentiality and privacy:

1. We are committed to client confidentiality. We will not disclose any confidential information obtained from you to any other person, and will not disclose to you any confidential information received from another client or prospective client, unless permitted by you or required by law or as necessary to protect our interests in respect of any complaint or dispute.  
2. In engaging us to perform Services, you consent to us collecting personal information about you. We will hold this information under our obligation of confidentiality and subject to the requirements of the Privacy Act 2020. If you are an individual, you have the right under the Privacy Act 2020 to see and correct any personal information we hold about you.  
3. You authorise us to collect information about you (including customer due diligence information and credit reports), to obtain, exchange, hold and use such information, and to make any other inquiries we think appropriate.
4. You authorise any person (including credit reporters) to disclose information (including credit information) to us in response to such enquiries.  
5. You authorise us to disclose information (including personal information) where we consider it necessary for the effective operation of our practice, to any contracted suppliers of services when disclosure is a reasonably necessary element of such services.  
6. We may communicate with you by electronic means and store your documents and other files electronically. These communications, documents and files can be subject to interference or interception or contain viruses or other defects (“corruption”). We do not accept responsibility and will not be liable for any damage or loss caused in connection with the corruption of an electronic communication, document or file.
7. You agree that we may provide you from time to time with other information that may be relevant to you, such as newsletters and emails.

4. Fees:

1. Where our fees are calculated on an hourly basis, the relevant hourly rates are set out in our letter of engagement or other written communication.  
2. These hourly rates are fixed for the first six months following acceptance of these terms. After that, we reserve the right to increase our hourly rates from time to time.
3. If we have given an estimate, this is based on our experience with similar projects, but estimates are given as a guide only and not as a fixed quote.  
4. Where we have given an estimate, our total fee for the Services may vary from the quote or estimate by +/- 10% without the need for further discussion. We will inform you as soon as practicable if it becomes apparent that our estimate is likely to be exceeded by more than 10%.  
5. If, during the performance of the Services, their scope is varied through mutual agreement, we reserve the right to charge for the additional and agreed time required on an hourly basis.
6. If we have agreed a fixed fee, we will charge this for the agreed scope of the Services based on the assumptions specified in our letter of engagement or other written communication. Work which falls outside that scope or which is additional to the assumptions will be charged on an hourly rate basis. We will advise you as soon as reasonably practicable if it becomes necessary for us to provide Services outside of the agreed scope or in addition to the assumptions and, if requested, will give you an estimate of the likely amount of the further costs.  
7. All rates, estimates, and figures are GST-exclusive, and GST will be added to our invoices.
8. You agree that we may incur incidental costs and expenses that are reasonably necessary to perform the Services, like the cost of flights, accommodation, hire cars, or printing, and you agree that these costs and expenses will be charged to you at the amount charged to us. We will seek your prior approval for anything more than minor expenses.  
9. Travel may be charged to you at the standard Inland Revenue mileage rate.  
10. For a variety of reasons, some engagements are not completed. If this occurs, we will charge you for the work undertaken and costs incurred up to the time of termination. Sometimes we may be required to incur additional time and expense following the completion of an engagement. We will charge you for this in the normal way.

5. Litigation:

1. If the Services include any work related to litigation, representation, or advocacy, then the following will apply.
2. If you are successful in obtaining an order for costs payable by other parties in the proceeding, it will most likely be for an amount less than the costs payable under these terms and/or any separate agreement with a lawyer. If so, that will not affect your obligation to pay us our fee. You will also be obligated to pay our fee whether or not you have received any ordered payment from other parties in the proceeding.  
3. It is also possible that the decision-maker, authority, tribunal, or court may make an order that you pay (part of) another party’s costs. If so, those will be in addition to those payable to us under these terms. We will not be liable to you for any such order.

6. Accounts:

1. We will send interim invoices to you, usually monthly, and on completion or termination of our engagement.  
2. We may send you invoices more frequently when we incur a significant expense or undertake a significant amount of work over a shorter period of time.
3. Payment is due in full within 14 days of the date of the invoices, unless alternative arrangements have been made with us. Where we do not receive payment by that date, we may charge you interest (both before and after any judgment is obtained) at the rate of 1% per month calculated daily and capitalised monthly.  
4. Where we have an arrangement with you that we will address an invoice to another person, you will need to pay that invoice if that other person does not pay us.  
5. If you owe us any monies, we may cease to do any further work, on reasonable notice, and retain custody of your papers or files until all monies are paid in full.  
6. We are entitled to recover from you all costs (including actual legal costs) relating to obtaining payment from you or attempting to do so and/or enforcing these terms or attempting to do so.

7. Intellectual property:  

1. We retain all intellectual property rights in any documents or other materials created for you and, subject to our obligations of confidentiality and protection of privacy, will be entitled to use them in any Services we provide to any other person.  
2. All documents that we create in draft form leading up to but not including the final document submitted to you (whether in draft or otherwise) remain our property and may be destroyed or otherwise dealt with as we see fit.

8. Limitation of liability:

1. We are not liable to you for any loss or damage arising from delay or failure to perform our obligations due to any matter beyond our reasonable control nor any loss or damage caused or contributed to by you.
2. We and our trustees, employees and agents will not be liable to you for any claim for breach of Contract (except in the case of The Ethos Alliance Charitable Trust itself as provided in clause 8.c. below) or Statute or breach of duty in Tort (including negligence) or for any claim in Equity or otherwise at law.
3. To the maximum extent permitted by law, your sole remedy against us is limited to claims for breach of contract and our aggregate liability to you arising out of your engagement of us to perform Services or any other work is limited to the actual extent of any available insurance cover or the amount of the fee paid for the Services (excluding costs and expenses, and GST), whichever is the lesser. We will not, in any case, be liable for any other losses or damages whether general, exemplary, punitive, direct, indirect or consequential, including loss of business profits.
4. No action may be brought against us unless notice of such claim is given to us within one month of provision of the Services. We shall be released from all or any liability unless proceedings are brought in a Court of competent jurisdiction within one year of the date of provision of the Services.
5. This clause 8 is intended to be for the benefit of and enforceable by us, our agents, and our employees and trustees.

9. Exclusion of warranties:

1. If you are in trade and are acquiring the Services for business purposes, the guarantees under the Consumer Guarantees Act 1993 and sections 9, 12A, 13 and 14(1) of the Fair Trading Act 1986 do not apply.
2. Unless you have rights under the Consumer Guarantees Act 1993 or other legislation, which cannot be excluded or limited, there are no warranties express or implied.

10. Conflicts of interest:  

1. We may be engaged by other clients who are associated with you in some way. We will continue to represent those clients or new clients where we consider that no conflict arises between your interests and theirs arising out of our performance of Services for you.
2. If a conflict of interest does arise, we will inform you of it as soon as is practicable, including any measures we propose to manage the conflict.

11. Suspension and termination:

1. You must give us written notice of any intention to suspend or postpone any project. Immediately upon giving that written notice you must pay us for all accounts rendered and for our fees and expenses up to the date of the suspension or postponement calculated on the basis of the Services completed by us with fees on incomplete work based on our relevant hourly rate.
2. Where you engage us and we rely on that engagement, you may not revoke it. Otherwise, you may end our engagement on any matter at any time. We will charge you for the work undertaken and costs incurred up until the time of termination. We will not have any obligation to refund to you any amount you have paid to us prior to any decision by you to suspend or terminate any project.
3. If we have good cause, we may decide to stop working for you, such as if you: do not provide us with instructions or relevant information promptly; are unable to, or do not, pay our fees as agreed; ask us to act unethically or mislead or deceive us; act in a way that we believe is highly imprudent; reject or fail to take material advice.
4. We may decide to stop working for you for any other reason on one month’s written notice.
5. If our engagement is terminated, these terms continue to apply in respect of your instructions to the extent that is appropriate.

12. General

1. These terms are governed by New Zealand law and are subject to the exclusive jurisdiction of the New Zealand courts.
2. You may not transfer or assign your rights or obligations under these terms.
3. These terms apply to all engagements we have with you.  If there is any inconsistency between these terms and any request submitted by you or any other arrangement with us, these terms prevail unless otherwise expressly agreed by us in writing.
4. If any provision of these terms is held by any court to be illegal, void or unenforceable, that will not impair the enforceability of the remaining provisions.
5. We may review and change these terms at any time and from time to time.  Any such change will take effect from the date on which we notify you of the change. You consent to such future changes being made by updates on our website, and agree that such update will constitute agreement by you to the amended terms. However, these terms will be deemed to be modified to the extent necessary to comply with changes to applicable legislation.

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