INDEPENDENT GOVERNANCE SERVICES LIMITED
TERMS OF SERVICE
General
This website is operated by Independent Governance Services Limited (“IGS”). Throughout the site, the terms “we”, “us” and “our” refer to IGS. IGS offers this website, including all information, tools and services available from this site, to you, the user, conditioned upon your acceptance of all terms, conditions, policies and notices stated here.
By visiting our site and/or purchasing something from us, you engage in our “Service” and agree to be bound by the following terms and conditions (“Terms of Service”, “Terms”), including those additional terms and conditions and policies referenced herein and/or available by hyperlink. These Terms of Service apply to all users of the site, including without limitation users who are browsers, vendors, customers, merchants, and/or contributors of content.
The Terms apply to any current engagement and also to any future engagement. We are entitled to change these Terms from time to time, in which case we will send you amended Terms. Our relationship with you is governed by New Zealand law and New Zealand courts have exclusive jurisdiction.
Please read these Terms of Service carefully before accessing or using our website. By accessing or using any part of the site, you agree to be bound by these Terms of Service. If you do not agree to all the terms and conditions of this agreement, then you may not access the website or use any services. If these Terms of Service are considered an offer, acceptance is expressly limited to these Terms of Service.
We reserve the right to refuse service to anyone for any reason at any time.
You understand that your content (not including credit card information), may be transferred unencrypted and involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices. Credit card information is always encrypted during transfer over networks.
You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Service, use of the Service, or access to the Service or any contact on the website through which the service is provided, without express written permission by us.
The headings used in this agreement are included for convenience only and will not limit or otherwise affect these Terms.
Nature of our Engagement
Our engagement is with you and not any other person. We owe no liability to any other person, including for example any members, associated entities, employees or family members unless we expressly agree in writing. We do not accept any responsibility or liability whatsoever to any third parties who may be affected by our performance of the Services or who may rely on any advice we give, except as expressly agreed by us in writing.
Our advice is opinion only, based on the facts known to us and on our commercial judgement, and is subject to any changes in the law or commercial conditions after the date on which the advice is given. We are not liable for errors in, or omissions from, any information provided by third parties.
Our advice relates only to each particular matter in respect of which you engage us. Once that matter is at an end, we will not owe you any duty or liability in respect of any related or other matters unless you specifically engage us in respect of those related or other matters.
Unless otherwise agreed, we may communicate with you and with others by electronic means. We cannot guarantee that these communications will not be lost or affected for some reason beyond our reasonable control, and we will not be liable for any damage or loss caused thereby.
Products and Services
The services we are offering to provide for you are:
- Incorporated Society constitution review for a society nominated by you;
- Recommended changes to the constitution to meet regulatory changes;
- Requests for relevant information or confirmation from you;
- Additional governance services and advice as agreed by you with us during the engagement.
We are not providing other professional advice of any kind, in particular the nature of the advice provided is not, and cannot be deemed to be legal advice.
We do not warrant that the quality of any products, services, information, or other material purchased or obtained by you will meet your expectations, or that any errors in the Service will be corrected.
We may engage with contractors to perform the Services.
Modifications to the Services and Prices
We reserve the right at any time to modify or discontinue the Service (or any part or content thereof) without notice. All descriptions of products and services or pricing are subject to change at any time without notice, at the sole discretion of us. We reserve the right to discontinue any product at any time. Any offer for any product or service made on this site is void where prohibited.
We shall not be liable to you or to any third-party for any modification, price change, suspension or discontinuance of the Service.
We reserve the right, but are not obligated, to limit the sales of our products or Services to any person, geographic region or jurisdiction. We may exercise this right on a case-by-case basis. We reserve the right to limit the quantities of any products or services that we offer.
Any variations to the Services after these Terms have been signed, will be recorded in writing between us, with the agreed fee change.
Limitations on our Obligations or Liability and Indemnity
To the extent allowed by law, our aggregate liability to you (whether in contract, tort, equity or otherwise) in connection with our Services is limited to the amount received by us from you as payment for the Services.
You agree to indemnify us against any losses (including loss of profits), costs, claims, damages, expenses, liabilities, proceedings or demands which we may incur or suffer as a result of carrying out the Services provided such liability is not attributable to our dishonesty, wilful misconduct or gross negligence.
Errors, Inaccuracies and Omissions
You may not use a false e mail address, pretend to be someone other than yourself, or otherwise mislead us or third-parties as to the origin of any comments or information provided.
You are solely responsible for any comments you make and their accuracy. We take no responsibility and assume no liability for any comments posted by you or any third-party.
Personal Information and Privacy
Your submission of personal information to us at any time and by any means is governed by our Privacy Policy.
In our dealings with you we will collect, hold, use, share, and delete personal information about you, and others in accordance with the requirements of the Privacy Act 2020. We will use that personal information to carry out the Services and to contact you about issues we believe may be of interest to you. Provision of personal information is voluntary but if you do not provide full information this may affect our ability to provide the Services.
The information we collect and hold about you will be kept at our offices and/or at secure file storage sites (including electronic file storage sites) elsewhere. If you are an individual, you have the right to access and correct this information. If you require access, please contact us.
Confidentiality
We will hold in confidence all information concerning you or your affairs that we acquire during the course of our engagement with you. We will not disclose any of this information to any other person except:
- to the extent necessary or desirable to enable us to carry out your instructions; or
- as expressly or impliedly agreed by you; or
- as necessary to protect our interests in respect of any complaint or dispute; or
- to the extent required or permitted by law.
We may record (electronically or otherwise) videoconferences, telephone calls and oral communications (including at meetings) with you. Recordings may be used by us to assist with providing Services to you or for quality or training purposes only.
We may be required under New Zealand law to collect from you and to retain information required to verify your identity. We may therefore ask you to show us documents verifying your identity (such as a passport or driver’s licence). We may retain copies of these documents.
Communications
We will obtain from you contact details, including email address, postal address and telephone numbers. We may provide documents and other communications to you by email (or other electronic means). You will advise us if any of your contact details change.
We will report to you periodically on the progress of any engagement and will inform you of any material and unexpected delays, significant changes or complications in the work being undertaken. You may request a progress report at any time.
You will provide us with all information requested to the best of your abilities and you acknowledge that we are not required to commence or continue (as applicable) the Services until that information has been provided.
If a piece of information is not available, you will let us know. In most cases we will be able to complete the Services without a piece of information, however there may be instances where a fractional part of the Services cannot be delivered because that information cannot be provided.
Financial
Products and/or Services will be provided on a fixed fee, plus GST, basis. Work which falls outside that scope will be charged on an hourly rate, plus GST, basis.
We will advise you as soon as reasonably practicable if it becomes necessary for us to provide services outside of the agreed scope and, if requested, give you an estimate of the likely amount of the further costs. An estimate is not a quote, nor offered as a fixed price product and/or Service.
Hourly fees may be adjusted (upwards or downwards) to ensure the fee is fair and reasonable to take into account matters such as the complexity, urgency, value and importance of the Services.
Out-of-pocket costs and third-party expenses: In providing the Services we may incur costs and payments to third parties on your behalf. You authorise us to incur these which are reasonably necessary to provide the Services. You also authorise us to make payments to third parties on your behalf which are reasonably required to undertake the Services. These will be included in our invoice to you.
Our services will usually attract Goods and Services Tax (GST). If this is the case, GST is payable by you on our fees and charges.
We may send interim invoices to you, and on completion of the matter, or termination of our engagement. We may send you invoices when we incur a significant expense or undertake a significant amount of work.
Invoices are payable on the due date stated on the invoice and are to be received prior to the commencement of our Services, unless alternative arrangements have been made with us. If your account is overdue, we may:
- require interest to be paid on any amount which is more than 14 days overdue, calculated at the rate of 2% above the standard small business overdraft rate charge by our company’s main trading bank for the period that the invoice is outstanding; and
- recover from you in full any costs we incur (including on a solicitor/client basis) in seeking to recover the amounts from you, including our own fees and the fees of any collection agency.
Entire Agreement
The failure of us to exercise or enforce any right or provision of these Terms of Service shall not constitute a waiver of such right or provision.
These Terms of Service and any policies or operating rules posted by us on this site or in respect to The Service constitutes the entire agreement and understanding between you and us and govern your use of the Service, superseding any prior or contemporaneous agreements, communications and proposals, whether oral or written, between you and us (including, but not limited to, any prior versions of the Terms of Service).
Any ambiguities in the interpretation of these Terms of Service shall not be construed against the drafting party.