Terms of Business

·      We will provide the services agreed with you from time to time in writing (Services) to you on these Terms of Business (Agreement).
·      You must provide all relevant information to us.
·     We will be entitled to receive fees for providing the Services.
·      Subject to any other agreement, you can terminate our relationship at any time by giving 60 days’ notice in writing.
·      Our liability to you under this Agreement is limited.  

Introduction
‍1)     This Agreement sets out the terms and conditions on which Bespoke Risk Solutions Limited (we/us/our) will provide our Services to you. Unless otherwise agreed in writing with you, this Agreement applies to all Services we provide to you and is subject to any additional or alternative terms which we may agree in writing with you.  
2)      The Services that we will provide are:
a)      If we have a service level proposal, those services specifically described in that proposal; and/or
b)     such services as we may otherwise or further agree with you in writing from time to time.  
3)     I am engaged to undertake the Services as noted under the scope above.  I am neither an insurance broker or a registered financial adviser under the FMA. If you wish to obtain additional financial advice, please contact your insurance broker.
4)     We do not provide any additional services (Excluded Services) and you agree and acknowledge that we have no duty or obligation to provide Excluded Services to you or to any other person without prior written agreement.  You will be taken to have accepted this Agreement by continuing to instruct us, unless otherwise agreed in writing with you.  
5)     This Agreement commences from the day you engage us and continues until either party provides 60 days’ written notice of termination (expiring after any initial term we agree with you). Unless otherwise agreed in writing, any outstanding work will be passed on to you for future handling from the date of termination.  

Our Responsibilities
6)     We will perform our Services:
a)      with reasonable care and skill and with integrity;
b)     as set out within the Services; and
c)      in accordance with applicable industry standards.  

Your Responsibilities
7)     You shall provide us promptly all reasonable and necessary assistance, including access to all information, which we consider to be relevant to the Services, so as to enable us to perform the Services. In doing so, you shall update information previously provided to us where there has been a material change to that information which affects the scope or performance of the Services by us.
8)     We shall not be liable for any losses, damages, costs or expenses arising out of errors due to the provision to us of false, misleading or incomplete information or documentation or due to any acts or omissions of any other person.  
9)     Our intention at the time of making the offer is that the Bespoke Risk Solutions are assigned to perform the Services should continue with the engagement until it terminates or finishes. Should the persons assigned to perform the Services cease to be available during the course of the engagement, we will inform you promptly of that change and will identify the persons who have been assigned to complete the engagement.
10)     We may subcontract any part of the Services but shall continue to be your sole point of contact with regards to the Services.  

Our Remuneration
11)     Unless otherwise specifically agreed in writing, our fees will be based on hourly rates which take account of the experience of the assigned to the engagement or on standard pricing schedule (Remuneration). If the engagement is terminated for any reason, we shall be entitled to our fees incurred until the date the engagement is terminated.
12)     Expenses, including travel and subsistence, and goods and services purchased on your behalf, are to be charged to you at cost. For travel, our standard policies apply which are to use economy class air travel within New Zealand.
13)     We reserve the right to invoice you at period intervals either at the end of each month or the end of each quarter (Interim Invoice) or as otherwise agreed. An Interim Invoice is a request for payment on account of costs incurred and is not specifically to be regarded as an indication of exact costs incurred to date. We will send a final invoice after completion of the work.
14)     Payment is due within 14 days of receipt of invoice, unless otherwise agreed in writing.
15)     If payment is not received within 14 days of issue of our invoice to you then you will be in default of your obligations under this Agreement. We will be entitled to charge interest on the amount in default at the rate of 2% above the prevailing ASB Home loan rate per annum at the time of the default, payable on a daily basis from the due date until payment in full.  You will be liable for all expenses (including on a solicitor and client basis for legal costs) incurred by us as a result of the default.

Invoices and GST
16)     We will charge goods and services tax (GST) on our Remuneration as required by New Zealand law and any quote, estimation or invoice which we may provide to you shall be deemed to exclude GST unless otherwise specified.
17)     The parties to this Agreement each undertake to perform in a timely manner all tasks which are necessary for, or which will reasonably facilitate, the obtaining by the other party of any credit (including any input tax credit) or any refund of any amount in respect of GST included in any amount paid or payable pursuant to this Agreement, including but not limited to, supply of documentation to the other party in the form of invoices and otherwise.

Limitation of Liability
18)     We will provide the Services with reasonable care and skill. All representations (whether express or implied) and all other implied conditions, warranties and terms as to the provision of the Services are otherwise excluded to the extent permitted by law.  

You acknowledge that:
19)     all objectives, forecasts, projections and recommendations made by Bespoke RS in providing the Services are made in good faith on the basis of information available to Bespoke RS at the time; and
20)     achieving the objectives, forecasts, projections or recommendations will depend, among other things, on your actions, over which we have no control.  
21)     To the extent permitted by law, we will not be responsible or liable for:
a)     Any consequential, incidental, indirect or special damage or loss of any kind including but not limited to loss of profits, loss of revenues, loss of anticipated savings, loss of data, loss of reputation, loss of goodwill, loss of opportunities and loss of business;
b)     The supply, by you or others, of incorrect or incomplete information;
c)     The failure by you or others to supply appropriate, relevant or timely information or the failure by you or others to provide such information within the time periods reasonably requested by us from time to time;
d)     Any failure or delay on our part where it is due to causes outside our reasonable control, including, but not limited to, any act of God or nature, war or terrorism, riot, civil disturbance, national emergency, epidemic, action or inaction of a government or regulatory authority and strike or other industrial action;
e)     The failure of you or others to act on our advice or to respond promptly to any communications from us;
f)     The default, negligence, error, omission or lack of care on the part of any person other than ourselves; or
g)      Any losses, costs, damages or liabilities arising as a result of, or in connection with, any parts, materials or components installed and/or maintained by any person other than ourselves.  
22)     Our aggregate liability (including interest and costs) in respect of any claim arising, under or in connection with this Agreement, the Services or our business relationship, shall be limited (to the extent permitted by law) to the lesser amount of 5 (five) times the fee payable by you or NZ $500,000 or such other amount as may be expressly agreed between us in writing.
23)     A valid claim under this Agreement must be made within twelve (12) months after the Services have been performed.
 
Confidentiality
24)     Subject to any relevant law, and our obligation to provide the Services, we will keep all confidential information that we receive from you confidential and will use it solely in connection with the provision of the Services or otherwise for the purpose for which it was disclosed to us.
25)     However, our confidentiality obligation does not apply where:
a)     You have given written permission otherwise;
b)     Disclosure is required to satisfy legal obligations or regulatory requirements;
c)     Disclosure is reasonably required to carry out services (for example, providing information to third parties to whom we may sub-contract all or part of the Services);
d)     Such information is in the public domain; or
e)     The information is rightfully in our possession other than as a result of a breach of any obligation of confidentiality.  

Non-Dissemination of Material
26)     Our communications with you, your employees or agents, whether written or oral are provided solely for your information and use in connection with any engagement, and accordingly, must not be used for any other purpose without our prior written consent. No other party is entitled to rely on any of our reports, information or advices for any purpose whatsoever, and we disclaim any responsibility to any such third party who has had communicated to them the report, information or advice provided by us to you as part of any engagement. You indemnify us from any liability we may have to you or any third party as a result of any information supplied to us by you or any of your agents, where such information and documentation is false, misleading or incomplete in a material respect.  

Your Information
27)     We will hold any personal information that you provide to us in accordance with the Privacy Act 1993 and any other privacy or data protection laws regulating the collection, storage, use and disclosure of “personal information” as defined in the Privacy Act. Any such information that we request from you will be used pursuant to the provision of the Services. In this respect, it may be necessary for us to pass your information on to other service providers which may provide us with additional support in connection with our provision of the Services.
28)     Unless you instruct us not to do so, we may also contact you in connection with other products or services that we feel may be of interest or benefit to you.
29)     You have the right to access and correct any of your personal information that we hold.  

Collection and Use of Client Information
30)     We gather data containing information about our clients. This information is maintained in one or more databases. In addition to being used for the benefit of our clients, these databases are not accessible by anyone else other than Bespoke Risk Solutions. Your data may be accessed for other purposes, including providing consulting and other services to insurance companies for which we may earn compensation. Your data will be aggregated as to not identify you as the client in this instance.

Intellectual Property
31)     All proprietary rights in any documents, designs, inventions, data, computer programs, reports or other material prepared by us that form part of the Services and were prepared specifically and solely for you will vest in you.
32)     Any pre-existing intellectual property rights (including copyright and know-how) in documents, discoveries, designs, inventions, methodology, data, computer programs, reports or other material prepared by us that form part of the Services (including but not limited to report formats, report templates and our calculations and formulas used in producing reports) remain the property of Bespoke Risk Solutions. Also, any documents, designs, inventions, data and computer programs developed by us while providing the Services to you, but that do not form part of the Services, remain our property.

File Retention Policy
33)     We hold paperwork and correspondence relating to the Services provided under the Agreement for at least seven years. After this period we may arrange for the file to be destroyed. Please note that we will not consult you before destroying this information.  

Electronic Communications
34)     We may correspond with you by electronic communication unless you instruct us not to do so. We may email to you information legally required to be provided to you, whether in writing or otherwise. In such a case, you consent to receiving this information with an electronic signature. Electronic communications are not always secure and they may be read, copied or interfered with in transit. We are not responsible for any of the risks associated with electronic communication, including loss of data.  

Conflicts of interest
35)     Occasions may arise where we become aware that a potential conflict exists, we will contact you and work together to find a suitable solution.  Health and Safety
36)      In providing you with the Services, we will comply with our obligations under the Health and Safety at Work Act 2015 and we expect you to assist us in doing so. Where we visit you this includes you ensuring, so far as reasonably practicable, that the safety of our people is not put at risk. Where required, both parties will consult, coordinate and cooperate with each other in respect of shared duties under the Health and Safety at Work Act 2015 so far as is reasonably practicable.
 
Termination
37)     Either party may terminate this Agreement upon written notice of sixty (60) days to the other party. If you provide us such notice, you must pay us for all Services provided, and all expenses incurred, up until the date of termination.
38)     Either party may terminate this Agreement immediately by written notice if the other party breaches a material term of this Agreement and fails to remedy the breach within seven (7) days of receiving written notice to remedy the breach.
39)     You may terminate this Agreement where you do not accept a proposed amendment to this Agreement as set out under “General” below.  

Disputes
40)     We make every effort to provide you with the best products and highest level of customer service. However, we recognise that even in the best managed company things can go wrong.
41)     If you have any complaint in respect of Bespoke Risk Solutions, or are not satisfied with the service you have received from us, we want to hear about it so that we can investigate your concerns quickly and fairly.
42)     However if either of us considers that there is a dispute in respect of the matters arising out of this agreement then both parties will endeavour to resolve the dispute in good faith between ourselves within thirty days of notification of the dispute.  If the dispute is still not resolved then we will commence mediation  resolve the  dispute if required by either party.

General
43)     We are entitled to change this Agreement from time to time, in which case we will provide you with an amended Agreement. Unless we receive written notice from you, the amended Agreement will be deemed accepted after thirty (30) days from the date we provide you with the amended Agreement. If you do not accept the amended Agreement you may terminate the Agreement by written notice, termination to take immediate effect upon receipt of notice by us.
44)     Our relationship with you is governed by New Zealand law and the New Zealand Courts have exclusive jurisdiction.
45)     If any term of this Agreement is, or becomes, or is found to be invalid or unenforceable, in whole or in part, under any law:
a)     Such term or part will be read down or interpreted and enforced to the extent permissible; or (if this is not possible);
b)     Such term or part will to that extent be deemed not to form part of this Agreement and the legality, validity and enforceability of the remainder of this Agreement will not be affected or impaired.