Terms of Engagement

The BD Ladder Terms of Engagement

  1. The Engagement Letter (which may be in email form) sets out the scope of our representation and identifies you as our sole client. We do not represent any other persons or entities, including your parent, subsidiaries, and affiliates, unless named in the Engagement Letter. Our advice and work is provided solely for your benefit and relates only to the matters set out in the Engagement Letter.  These Terms of Business apply as soon as we start acting on your instructions, regardless of whether or not you have signed the Engagement Letter or replied by email to confirm your acceptance of the Engagement Letter. We may vary these Terms of Business at any time by publishing the most current version of these Terms of Business on our website bdladder.com.
  1. This Engagement Agreement is between you and The BD Ladder Limited only. We will conduct ourselves in accordance with the professional responsibility rules applicable in the jurisdictions in which we render services. 

Fees for professional services

  1. Details of our daily/hourly rates and/or fees are set out in the Engagement Letter or are available upon request. Our rates may be adjusted from time to time.
  2. If any variation is required in the work to be performed, fees additional to the total fee will be chargeable. We will discuss and agree on the additional fees before commencing the work.
  3. If for any reason we perform work without agreement on the total fee, the fees charged will be based on the time spent by professional staff at charge out rates based on the level of skill, experience and responsibility to perform the work.
  4. You agree to pay all out of pocket expenses reasonably incurred by us in providing the services.
  5. Unless otherwise agreed in writing we will invoice you on a monthly basis and our invoices will be payable withing 14 days receipt of the invoice.
  6. We reserve the right to charge you interest on amounts not paid by the due date at the default rate of 1% per month (or part thereof), or any other rate notified to you on your invoice. It applies from the date payment by you is due to the date we receive your payment in full.
  7. You will also be liable to pay any reasonable expenses (including legal, administrative and collection agency costs) that we incur in relation to the recovery of any overdue payment and the enforcement of any of our other legal rights.

Health and safety

  1. The parties agree that for the purposes of the Health and Safety at Work Act 2015, we will not at any time be the person who controls the place of work, in terms of the Act, nor assume any obligations on your behalf in respect of the Act.

Confidentiality

  1. Except as provided in these Terms of Business, we will hold in confidence within The BD Ladder Limited all information concerning you and your business and affairs that we acquire in the course of acting for you. We will not disclose this information to any person outside of The BD Ladder Limited, unless you expressly or impliedly authorise us to do so.
  1. In the course of working with you, we may collect and hold personal information concerning you. This information may be used by us to provide services to you, to obtain credit or other references, to undertake credit management, and to inform you of issues and developments that may be of interest to you or invite you to relevant events. You authorise us to obtain from any person, or release to any person, any information necessary for any of those purposes, and you authorise any person to release to us information that we may require for any of those purposes.
  2. Information concerning you will be held in accordance with our policies relating to the retention of files and documents. Under the Privacy Act 1993, you have the right of access to, and correction of, your personal information held by us. Please contact us at hayley@bdladder.com
  3. We are often asked for information about our professional experience. You consent to our public disclosure that you are a client and a general description of our work for you.

Copyright

  1. You agree that we own copyright in all works and materials we create for you, unless expressly agreed otherwise in writing.
  2. We license you to copy and reproduce all works and materials we create for you for usual business purposes and/or as contemplated by our engagement. If payment of any invoice is not made by the due date, this licence is immediately revoked until payment in full is made.

Limitation of liability

  1. All of our civil liability (including interest and costs) to you, concerning the subject matter of this engagement letter, including the liability of any of our directors, partners, employees or agents, shall be limited to $10,000.

No Consequential Loss

  1. In no circumstances shall we be liable to you for accidental, indirect, special, punitive or consequential damages whatsoever (including loss of profits) even if we have been advised of, knew or should have known of the possibility of such loss or damage.

Termination

  1. This agreement may be terminated by either party giving written notice to the other.  Termination will not affect your obligation to pay our fees for all services performed to the date of the notice of termination. Any of the terms and conditions of this agreement, which are intended to apply after termination, will continue to apply.

Entirety of Terms of Engagement

  1. The engagement letter and terms of engagement, subject to any qualifications, conditions, assumptions and reservations set out in any report or opinion furnished to you:

(a)        constitutes the entire understanding and agreement of the parties relating to the matters dealt within it;

(b)        supersedes and extinguishes all prior agreements, statements, representations and understandings whether verbal or written between us relating to the matters dealt with in this engagement letter; and

(c) may be varied at any time by mutual agreement in writing.

Governing Law

  1. Any dispute between us is to be resolved by the New Zealand courts in accordance with New Zealand law.