Terms of Business

This document outlines the standard terms of business for Apista Limited (trading as Apista Consulting). We are entitled to change these terms from  time to time, and if we do so we will send you the amended terms.

We will use all reasonable commercial efforts to provide the services referred to in our Letter of Engagement (the Services) in an efficient and timely manner. We will allocate appropriate personnel to perform the Services and may replace any personnel named in the Letter of  Engagement with personnel of similar skill.

You are responsible for determining that the scope of the Services is sufficient to meet your needs.

The Services do not include the provision of legal advice.

You agree to pay for the Services in accordance with the Letter of Engagement.

Any estimate of fees provided in the Letter of Engagement is indicative only and will not be binding upon us. The accuracy of any estimate will depend on the accuracy, completeness, relevance and  reliability of records and information provided by you.

We will also charge for any out of pocket expenses incurred during the provision of the Services by prior arrangement with you.

Our fees exclude GST which will be charged in addition.

Payment is due within 14 days of issue of invoice. Apista Limited reserves the right to on charge any collection charges.

If you have difficulty in paying any of our accounts, please contact us promptly so that we may discuss payment arrangements.

If payment is not made then we may suspend the service.  If your account is overdue by 90 days we may:

• continue the suspension of service.
• require interest to be paid on any amount which is more than 14 days overdue, calculated at the rate of 5% above the overdraft rate that our firm’s main trading bank (ANZ Bank New Zealand Ltd) charges us for the period that the invoice is outstanding;
• require an additional payment of fees in advance or other security before the service is continued;
• recover from you in full any costs we incur in seeking to recover  the amounts from you, including our own fees and the fees of any collection agency.

To the maximum extent permitted by law, you agree that our liability for any and all loss or damage suffered by you in connection with the  Services will be limited to three times the amount of professional fees  paid to us for the Services and you agree to release us from all claims arising in connection with the  Services to the extent that our liability in respect of such claims  would exceed this amount.

You agree that all claims against us, whether in contract, negligence  or otherwise, must be formally commenced in two years after the party  bringing the claim becomes aware (or ought reasonably to have become  aware) of the facts which gave rise to the action and in any event no  later than three years after any alleged breach of contract, negligence,  or other cause of action arises.

Where this engagement applies to more than one client, this  limitation of liability must be allocated among these clients. Such allocation is a matter to be resolved by those clients.

To the maximum extent permitted by law, except in the case of fraud  or dishonesty on our part, you agree to indemnify us and hold us  harmless against any and all losses, claims, costs, expenses, actions,  demands, damages, liabilities or any other proceedings, incurred by us  in respect of any claim by a third party (whether in contract, tort, or  otherwise) arising from any breach by you of your obligations under the  engagement.

To the maximum extent permitted by law, we will not be liable for any  losses, claims, expenses, actions, demands, damages, liabilities or any  other proceedings arising out of reliance on any information provided  by you or any of your representatives which is false, misleading or  incomplete. You agree to indemnify us and hold us harmless from any such  liabilities we may have to you or any third party as a result of  reliance by us on any information provided by you, or any of your  representatives, which is false, misleading or incomplete.

The indemnities in this clause will include all costs incurred by us  in regard to such liability or claim, including legal costs on a  solicitor-client basis, and the costs of any expert engaged by us to  advise us or assist us in dealing with the claim or liability in any  way.

You agree that none of our officers, directors or employees will be  liable for our obligations to you. You will not commence any action or  proceeding against any such persons for the purposes of enforcing your  rights under the engagement. This clause is intended to be for the benefit of, and  enforceable by, those persons described in this clause for the purposes  of the Contracts (Privity) Act 1982.

We will obtain from you contact details, such as email address and  telephone numbers. We may provide documents and other communications to  you by email (or other electronic means). To avoid any delay in service,  you will advise us if any of your contact details change.

You agree that Apista Limited may provide you from time to time with other information that may be relevant to you, such as newsletters and ezines.  At any time you may request that this not be sent to you.

Unless otherwise agreed with you, we may communicate with you and  others at times by electronic means. These communications can be subject  to interference or interception or inadvertent misdirection 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 electronic communication.

During the supply of the Services, we may supply oral, draft or  interim advice. These do not represent our final conclusions and no reliance may be placed by you on them.

We will not be under any obligation in any circumstances to update  our advice, opinion or report for any events occurring after the advice,  opinion or report was issued in final form.

The Services are provided to you, as our client, for the purpose  stated in the Letter of Engagement. We accept no liability whatsoever to  any third party and you will indemnify us against any such third party  claim. Any documents issued by us should not be provided to third  parties without our prior written consent in each specific instance  (except that no consent is required to provide our report to your  AML/CFT Supervisor on request).

Both parties acknowledge that they may, in the course of the  engagement, acquire information that is proprietary or confidential to  the other party. Both parties agree to hold such information in strict  confidence, and not to divulge such information, except:

(a) As required by law or professional regulation;

(b) As is already, or becomes, public knowledge, otherwise than as a  result of a breach of any provision of the engagement by the party  disclosing or using that confidential information;

(c) As authorised in writing by the other party; and

(d) To the extent reasonably required by the engagement (and, without  limiting the effect of this clause, a party may disclose confidential  information to those of its officers, employees or professional advisers, on a need to know basis, as is reasonably required for the  implementation of the engagement).

Nothing in this engagement prevents us from providing services to other clients provided that we take reasonable steps to ensure each client’s confidential information is not disclosed to other clients.

You agree that during the provision of the Services, and for the  period of six months after, you will not make any offer of employment to any of our directors or employees involved in the provision of the  Services, without our prior written consent.

Except as disclosed in the Letter of Engagement, we are not presently aware of any conflict of interest which would affect our independence or our ability to provide services to you. We will advise you if we  became aware of any potential conflict of interest, and we will work  with you to find a suitable solution.

During the course of our work we will collect information from you  and others acting on your behalf and will return any original documents to you.

At the end of this engagement we will keep your file and documents  for the minimum period stipulated by any relevant legislation. At the  end of this period we may destroy your file and documents. All files and  documents will be destroyed in a confidential manner.

Whilst certain documents may legally belong to you, we intend to destroy correspondence and other papers that we store which are more  than seven years old, other than documents which we consider to be of  continuing significance. You must tell us if you require retention of a  particular document. 

You authorise us (without further reference to you)  to destroy all files and documents for this engagement (other than any  documents that we hold in safe custody for you) seven years after the  engagement ends, or earlier if we have converted those files and  documents to electronic format.

If we are provided with custody of any documents by you or on your  behalf those documents will be retained during the course of our appointment (unless their earlier return is requested). At the end of  our appointment they will be returned to you, unless separate  arrangements have been made. We will be entitled to retain copies.

You acknowledge that the work papers we produce in the course of our  work for you, which are not an integral part of the end product of that  work, are our property, remain confidential to us and will not be  provided to you.

Where reasonably practicable we will:

(a) Inform you if any other person seeks access to any work papers developed when providing the Services; and

(b) Seek your comment before granting access to any person unless we are compelled to do otherwise at law.

We retain ownership of the copyright and all other intellectual  property rights relating to the provision of the Services and of our working papers.

We may from time to time provide you with intellectual property for  use with, or to assist with the provision of, our Services. Any intellectual property provided by us to you is provided for your own use  and must not be copied, distributed or used for any other purpose. We  do not provide any warranties in relation to your use of the intellectual property provided and will not be liable for any damage or  loss incurred by you as a result of your use of any intellectual  property as contemplated by this clause.

We are required to comply with the provisions of the Health and  Safety at Work Act 2015. Where our directors and staff are on your premises, the Health and Safety at Work Act 2015 places responsibility  for their safety on you.

We undertake to look into any complaint carefully and promptly and to do all we can to explain our position to you.

This engagement is governed by New Zealand law, and any dispute  arising out of any advice or material is subject to the exclusive  jurisdiction of New Zealand courts.