Effective 1 October 2025
TERMS OF ENGAGEMENT
1. INTRODUCTION
1.1 These terms of engagement (Terms) apply whenever you ask us to advise you, and form part of, and must be read with, our Engagement Letter.
1.2 These Terms and our Engagement Letter constitute the entire agreement of the parties relating to the matters addressed within them (Agreement) and supersede all prior agreements, statements and representations whether verbal or written between the parties.
1.3 If there is any conflict between these Terms and our Engagement Letter, then our Engagement Letter will prevail.
1.4 References to we, us and our are references to New Zealand Agri Brokers Limited (6185047).
1.5 References to you, your or yourself are references to the person or entity who purchases or receives services from us, and includes for the avoidance of doubt any related persons or entities who receive our services.
2. OUR SERVICES
2.1 We will advise you and recommend and source for you products and solutions that best fit your circumstances in accordance with your instructions as outlined in the Engagement Letter. In providing our services, we will act with reasonable skill and care and comply with all applicable laws.
2.2 Any information we provide to you is provided solely for your benefit and must not be disclosed to, used or relied on by any other party.
2.3 We do not provide legal, accounting or tax advice. If you require assistance in these areas or other areas, you must consult with appropriate professionals.
3. YOUR OBLIGATIONS
3.1 You will take all action as we may reasonably request to assist us in preparing our reports. Your assistance in this regard may include, but not be limited to:
-
(a) providing all relevant information about your business; and
-
(b) making your management, representatives and advisers available as appropriate to provide information.
3.2 All information that you provide to us must be, to the best of your knowledge, having made all reasonable enquiry, accurate and complete in all respects. We will act in reliance on the information that you provide us without making any independent verification of such information. If you later learn that any information that you have provided us is incorrect or misleading in any respect, you must let us know as soon as possible.
4. OUR FEES
4.1 You will pay the fees for our services as outlined in our Engagement Letter. We will charge you for any external disbursements and charges we incur on your behalf in providing the services at cost.
4.2 Our fees exclude GST and you will pay GST in addition to our fees, at the rate required by law.
4.3 We will invoice you at the frequency outlined in our Engagement Letter. You will pay our invoices within 5 business days of the invoice due date.
4.4 If an invoice is not paid, we may:
-
(a) suspend our services until you pay us in full or alternative arrangements are made;
-
(b) charge you interest at a rate of no more than 3% per annum above our banker’s usual commercial overdraft rate on any amount outstanding one month after the date of the invoice; and
-
(c) institute formal legal action for the immediate recovery of all sums due to us, by statutory demand, litigation or otherwise.
4.5 You must pay us all fees, costs, charges and disbursements (including costs as between solicitor and client) incurred by us in obtaining or attempting to obtain payment of any money you owe to us including enforcing or attempting to enforce any remedy or power in the Agreement.
4.6 You may not, for any reason whatsoever, withhold, set-off, or make deductions to payments for our fees without our prior written consent.
4.7 If our engagement is terminated for any reason, this will not affect your obligation to pay our fees for the services performed to the termination date.
5. CONFIDENTIAL INFORMATION
5.1 We need to collect, use and disclose personal information about you and people associated with you or your transaction to carry out your instructions, provide our services to you and comply with and enforce the Agreement.
5.2 We will treat all information disclosed to us as confidential and will not disclose your confidential information to a third party unless required and authorised by you or by the law. We will only use your information to carry out our services.
5.3 You can request access to and correction of personal information we hold about you at any time.
5.4 We will comply with all applicable laws when we collect, use or disclose personal information about you and people associated with you.
5.5 Where we share your information with third parties, we will take reasonably appropriate steps to ensure that the information remains confidential.
5.6 You will not disclose to any person the existence or contents of the Terms, our Engagement Letter or any reports, except as we approve in writing in advance.
5.7 Where we think there has been unauthorised access or disclosure to your information, we will let you know and give you information about what has happened and assist you with the consequences and implications arising from such unauthorised access or disclosure.
5.8 When you use our services, we may create anonymised statistical data from your information and usage of our services, including through aggregation. Once anonymised, we may use the data for our own purposes, such as to provide and improve our services, to develop new services or product offerings, to identify business trends, and for other uses we communicate to you.
6. REPORTS
6.1 All reports, advice, results, and other deliverables of any kind provided by us (reports) are, unless we agree otherwise in writing, prepared exclusively for your use for the purposes stated in our Engagement Letter. Unless our prior written consent has been obtained, you will not use or rely on the reports for any other purpose or disclose the reports to a third party. We are not liable to you if you rely on or use the reports for any unauthorised purpose or the reports are used by any unauthorised third party.
7. INTELLECTUAL PROPERTY
7.1 All new intellectual property rights that are developed, commissioned or created under or in connection with the Agreement will be owned by us as such rights arise. To the extent such rights vest in you, you will, on our request, promptly assign such rights to us for nominal consideration.
8. DISPUTE RESOLUTION
8.1 Save for the exceptions outlined in clause 8.3 below, neither you nor we may commence court or arbitral proceedings against the other party unless the procedure in this clause 8 has been followed.
8.2 If a dispute arises between you and us out of or in connection with services we provide you (Dispute):
-
(a) The party wishing to raise the Dispute must give written notice of it to the other party, together with enough information to allow the other party to understand its nature and basis (Notice).
-
(b) You and we agree to attempt to resolve the Dispute by discussion between the parties in the first instance.
-
(c) If the Dispute is not resolved within 10 working days of the Notice, either party may refer it to mediation by giving written notice to the other party (Referral) (and must do so before progressing the dispute by any other means). The mediation shall be conducted before a single mediator agreed by the parties. If the parties cannot agree on a mediator within 10 working days of the Referral, the mediator shall be appointed by the Chair of the Arbitrators’ and Mediators’ Institute of New Zealand.
-
(d) If the Dispute is not resolved at mediation, either party may bring court (or arbitral, if agreed between the parties) proceedings in respect of it.
8.3 This clause 8 does not apply to any immediate legal action by us in respect of unpaid invoices (including the steps referred to in clause 4.4(c) above), nor shall it prevent either party from seeking urgent relief from the Court.
9. CONSUMER GUARANTEES
9.1 You are acquiring, or hold yourself out as acquiring, our services for business purposes. You and us agree that the provisions of the Consumer Guarantees Act 1993 shall not apply to our services. Our services are supplied and acquired in trade.
10. LIMITATION OF LIABILITY
10.1 To the extent permitted by law, all expressed or implied warranties, descriptions, representations and conditions as to fitness for purpose, tolerance to any condition, merchantability or otherwise are expressly excluded and no warranties or other terms are implied into the Agreement. The parties further acknowledge and agree that for the purposes of section 5D of the Fair Trading Act 1986 (FTA) the services we provide are provided in trade and that sections 9, 12A, 13 and 14(1) of the FTA do not apply to these terms and it is fair and reasonable for the parties to be bound by this clause.
10.2 In providing our services, we may rely on information provided to us by third parties. If the information provided by third parties is inaccurate or incomplete, we are not responsible for such errors or omissions and not liable for any associated damage or loss.
10.3 We are liable to you only for reasonably foreseeable claims, damages, liabilities (including any liability you have to a third party), losses or expenses caused directly by our breach.
10.4 To the extent permitted by law, our total liability to you (or any other person) in connection with any matter (or series of related matters) on which you engage us is limited to an amount equal to the total fees payable under the Agreement.
10.5 We are not liable to you for any loss of profit, loss of revenue, loss of business opportunity, loss or corruption of data or damage to goodwill, or any indirect, consequential or special loss or damage.
10.6 You will not make a claim against our officers, employees, directors or advisers.
10.7 You agree that you will not make a claim against us or any of our officers, employees, directors and advisers (each an indemnified person) to recover any loss or damage that you or any related party may suffer or incur relating to or arising from the carrying out of any of the arrangements contemplated by the Agreement or requested under the Engagement Letter, provided that the same do not arise from the gross negligence or wilful misconduct of any relevant indemnified person.
10.8 You will indemnify and hold each indemnified person harmless against all losses, claims, liability, damages, costs, charges and expenses (including legal fees, disbursements and other expenses (including the cost of investigation and preparation)) that any indemnified person may suffer or incur or which may be made against such indemnified person relating to or arising from the carrying out of any of the arrangements contemplated by the Engagement Letter in accordance with the Agreement or requested under the Engagement Letter, provided that the same do not arise from the gross negligence or wilful misconduct of any relevant indemnified person.
10.9 This limitation applies to liability of all kinds, whether in contract, tort (including negligence), equity, statute or otherwise.