Published 14 February 2018
Terms and Conditions
1. Agreement to our Terms and Conditions
1.1 All contractual arrangements are between you and Camco Partners Limited.
1.2 These Terms and Conditions (terms) sets out what will apply to Camco Partners Limited (our/we/us) relationship with you.
1.3 You do not need to sign these terms in order to accept them.
1.4 We will take and accept your instructions to carry out work for you as acceptance of these terms and any changes to these terms will either be emailed to you or posted on our website www.camcopartners.com.
2. Changes to these Terms
2.1 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.
2.2 You agree to check our 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.
2.3 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. Our Services
3.1 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.
3.2 Where we provide advice, that advice represents our opinion which has been formed based on our knowledge of your particular circumstances.
3.3 Any advice given by us:
a) may not be relied on by any other person unless we agree to that in writing; and
b) is subject to changes in the Law or Regulation after the date it is given.
3.4 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.
3.5 When our instructions on a matter are completed our representation of you will end, and we are not obliged to:
a) notify you of any subsequent change of Law or Regulation in respect of that representation; or
b) provide any further services related to that matter.
3.6 All advice in relation to Anti Money Laundering Legislation will be on the basis of the current Legislation, Regulations, Codes of Practice and guidance material. We cannot be held responsible if Legislation, Regulations, Codes of Practice and guidance material or such practices change at some future date, or change with retrospective effect.
4. Our Fees
4.1 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. Factors which we take into account in determining the fees which we will charge are:
a) the time and labour expended;
b) the skill, specialised knowledge, and responsibility required to perform the services properly;
c) the importance of the matter to you and the results achieved;
d) the urgency and circumstances in which the matter is undertaken and any time limitations imposed, including those imposed by you;
e) the complexity of the matter and the difficulty or novelty of the questions involved;
f) the experience, reputation, and ability of the staff member;
g) the possibility that the acceptance of the particular retainer will preclude our engagement by other clients;
h) whether the fee is fixed or conditional
i) any quote or estimate of fees given by us;
j) any fee agreement entered into between you and us;
k) the reasonable costs of running our practice; and
l) the fee customarily charged in the market and locality for similar services.
4.2 It is our policy to charge for all meetings whether in person, telephone or using an online conference facility.
4.3 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 disbursement charges to cover our administration costs.
4.4 You may request an indication of the likely professional costs of a particular engagement. If we provide an indication of the likely costs, that indication will not be a fixed quote unless stated to be, and may be subject to any exclusions or exceptions.
4.5 If we have provided an indication of the likely fee for particular services we will advise you as soon as reasonably practicable if it becomes necessary for us to provide services outside the agreed scope and if requested, we will provide you with an indication of the likely further fees.
4.6 We will submit invoices to you in respect of the fees at regular intervals, usually monthly. All invoices are payable on the 20th of the month following the date of the invoice, and may be paid directly to our bank account.
4.7 We may charge interest, compounded monthly, at the ASB Bank base mortgage rate plus 6% on any amount, which is not paid by the due date. We may charge default interest before and after any court award or judgment in our favour.
4.8 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 provision of these terms.
5. Ownership
5.1 Unless otherwise agreed by us in writing:
a) 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.
b) 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 to any third party without our prior written consent is permitted (save for your own internal purposes or as required by law or the rules of any competent regulatory body).
c) 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 provided by us.
6. Template Documents
6.1 All intellectual property rights in the Products are owned by Camco Partners Limited. Assuming you have paid the relevant fee, we licence you to use, adapt, customise and reproduce the Product for any purpose in connection with your business.
6.2 You may not copy, disclose, modify, share, adapt, translate, reverse engineer, decompile, disassemble or create derivative works based on the Products for sale or supply to third parties for profit or otherwise.
6.3 The Product will not comply with regulatory requirements if it is not correctly tailored to your business and kept up-to-date. The Product is current on the date of purchase. We reserve the right to modify the Product from time to time by changing, removing or adding information, features or data.
6.4 We are not responsible for the tailoring and implementation or upkeep of each Product once purchased by you. Please contact us if you require assistance in tailoring the Product to your business. The content included in the Product will vary depending on legislative and policy changes and updates, as well as the nature of your business. Whilst every care is taken in the preparation of all Products, we make no representation that this Product is fit for your particular purpose.
6.5 The content within the Products are intended only to provide a guide and general overview in relation to the specific category. The content is not intended to be comprehensive nor does it constitute professional advice. You should not rely upon the Products in lieu of professional advice on your particular situation or on any procedure, standard or template. Please contact us directly to seek professional advice before relying on any of the information provided in the Products.
6.6 We accept no responsibility for any loss or damage or cost incurred as a result of use. We take no responsibility for formatting or other faults resulting from software errors, defects, incompatibility or viruses.
7. Confidentiality
7.1 If you provide us with access to your proprietary information concerning your business (Confidential Information) in the course of us delivering the services we will keep your Confidential Information confidential except to the extent that:
a) the Confidential Information is or becomes public knowledge;
b) disclosure is required by law or to a regulatory body;
c) disclosure is made to an employee, director, officer, insurer, consultant or other professional advisor on a need to know basis (subject to the condition that such person keeps the information confidential).
7.2 We will not disclose to you any confidential information received from another client or prospective client as all client information is held by us in the strictest confidence.
8. Email
8.1 You agree that we may use email for communicating with you. In relation to email communications you accept and agree that:
a) communications over the internet are not completely secure; you will let us know if there are any communications that should not be sent electronically; and
b) viruses or other harmful devices may be spread over the internet, accordingly we take reasonable precautions to prevent these problems by use of a fire wall and virus checking software. If we are to communicate by email it is on the basis that you agree to do likewise;
c) You will inform us immediately if your email details change. We do not accept liability to you and/or any person you copy in to an electronic communication.
9. Privacy
9.1 We will take great care at all times to deal with all personal information in a 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.
9.2 We recognise our responsibility, and are committed to ensuring the privacy of your personal information.
9.3 When you provide us with personal information we will hold and store that personal information and it will be held in accordance with the requirements set out in the Privacy Act 1993. We may hold your personal information electronically using Google Docs, Box or on our server at our premises or premises we use for storage. We may also hold a hardcopy at our premises or at an off site storage facility. We will control your personal information at all times.
9.4 We may use your personal information:
a) for the purposes you provided it to us;
b) to send you email messages to market or promote our services;
9.5 We will not release your personal information to any third party except where required to do so by law or where disclosure is connected to the purpose for which the information was collected.
9.6 You may also ask us to collect, alter or delete any personal information that we hold about you by sending a written request to us. It is your responsibility to ensure that personal information provided to us is accurate.
10. Indemnity
10.1 You indemnify us from and against all liability, claims, actions, proceedings, costs, damages or demands arising out of or in connection with unauthorised disclosure of the services or any product thereof to any third party. You will not however be responsible for any amounts which are finally determined by court of competent jurisdiction to have resulted directly from our own dishonesty, any willful negligence by us or if we breach any of the terms.
10.2 You will in particular (but without limitation) promptly on demand reimburse to us all costs and expenses incurred by us in connection with the investigation of, preparation for, or defence of, any pending or threatened litigation or claim within the terms of the indemnity in clause 10.1 or any matter incidental thereto and in the event of a final determination by a court of competent jurisdiction that indemnification is not appropriate (as set fourth in the last sentence of clause 10.1), then in such event the sums already paid by you under this indemnity will be reimbursed in full.
10.3 The indemnity in clause 10.1 will survive any expiry or termination of these terms.
11. Termination
11.1 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 you 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.
11.2 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 reason why we do not wish to provide further services.
11.3 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 we advised you we will 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.
11.4 Nothing in this clause limits your obligations to pay any invoice issued prior to termination.
12. Problem Resolution
12.1 If at any time you would like to discuss with us how the services can be improved or if you have a complaint about them, you are invited to contact us. We will investigate any complaint promptly and do what we can to resolve the difficulties.
12.2 If the problem cannot be resolved, you agree to enter into mediation, or some form of alternative dispute resolution before commencing legal proceedings.
13. General
13.1 These terms contain all of the terms and representations made between us and supersede all prior discussions and agreements covering our relationship.
13.2 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.
13.3 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.
13.4 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.