Legal

NZ Terms of Business

The Website provides you with information about Visory’s services and access to the Visory Platform, the online portal through which Visory clients work with their Visory team.

These Terms of Business apply in respect of the services you have engaged Visory (NZ) Limited (Company No. 8117357) (“Visory”, “us”, “we” or “our”) to provide under your Client Services Agreement (or Proposal) (“Services”).

1. Your Contract With Us

1.1 Together, the following terms referred to in this clause 1.1 form the basis of the contract between you and Visory (“Contract”), as updated from time to time:

these Terms of Business;
the Client Services Agreement (or Proposal);
our Privacy Policy; and
other terms and conditions which we tell you apply to the Website, including the terms and conditions of a third party service provider on which the operation of the Website depends. Those terms and conditions will be made available on the Website.

1.2 This Contract forms the entire agreement between you and Visory relating to the Services. It replaces and supersedes any previous proposals, correspondence, understandings or other communications (written or oral).

1.3 We reserve the right to amend these Terms of Business and update the Website from time to time without prior written notification to you, except where the change relates to any fee or charge for the Services or the use of the Website. It is your responsibility to check these Terms of Business from time to time to ensure you agree with them. Your access to, or use of, the Website after any amendments to these Terms of Business are made will be deemed your acceptance of the Terms of Business as amended.

2. Performance of the Services

2.1 The scope of the Services is limited to the work specified in the Client Services Agreement (or Proposal). Either you or Visory may request changes to the Services.

2.2 We will use reasonable commercial efforts to provide the Services in an efficient and timely manner using all reasonable skill and expertise.

2.3 The Services are not legal services and do not constitute legal advice.

2.4 Dates in any timetable set out in the Client Services Agreement (or Proposal) or otherwise advised are intended for planning and estimating purposes only and are not contractually binding.

2.5 The Services will be provided solely for your benefit and use. We accept no liability or responsibility to any third party in respect of the Services, except for any external audit engagement.

2.6 In the course of providing the Services, we may provide oral comments or draft reports, presentations, letters, schedules and other documents. You may not rely on such oral comments or draft documents, conclusions or advice as they may be subject to further work, revision and other factors. The final results of our work will be set out in its final report or advice.

2.7 We will not audit or independently verify the accounting records or information that you have provided in connection with the Services.

2.8 Our work will be based on documents and information provided to us or obtained by us in connection with the Services. We will not verify the accuracy and completeness of such documentation or information unless specifically engaged to do so.

2.9 Changes in the law may take place before our advice is acted upon or may be retrospective in effect. We accept no responsibility to inform you of changes in the law or interpretations affecting advice previously given by us.

2.10 We often have to rely on external information or public records to carry out your instructions. We do not verify the information or public records for accuracy or completeness. We do not accept responsibility and will not be liable for any direct or indirect damage or loss caused by errors or omissions in external information.

2.11 Some of the matters on which we may be asked to advise you may have tax implications for other entities, directors, employees or any other parties. We will not bear any liability to you or any other relevant entities, directors, employees or any other parties in respect of those tax implications, and you indemnify us from and against any loss or damage suffered or incurred by us arising out of or in connection with any action or claim by any such entities, directors, employees or other parties in this respect.

2.12 In the context of Taxation Services requested:

we will advise you of your rights, obligations and options available under the Taxation Law. We also advise you of your rights or options available under Taxation Law with respect to the seeking of a private ruling and the lodging of objections and appeals against adverse positions adopted by the Revenue Authorities; and
we will advise you on the application of the Taxation Law, including any possible penalties and other legal tax consequence, so as to allow you to make an informed decision of the course of action to be taken.

3. Your Obligations

3.1 The timely completion of the Services requires your cooperation in the provision of information, documents and resources relevant to the Services. Estimates of time for completion of the Services are given on the assumption that we receive this cooperation. We may charge additional fees and expenses which result from delays in providing this cooperation.

3.2 You agree to:

provide all information, documents and resources (“Materials”) that we reasonably require enabling us to provide the Services including arranging access to third parties and systems, and providing reasonable working facilities for us (where applicable);
provide all AML CFT Customer Due Diligence information, documents and resources that we reasonably require enabling us to provide the Services including completing a client risk assessment;
make senior staff available for consultation on request;
make decisions promptly to facilitate the performance of the Services;
ensure that all Materials provided by you to us is true, correct and accurate at all times; and
bring to our attention any changes in the Materials provided and ensure that Materials supplied by you or on your behalf, to the best of your knowledge and belief, is not false or misleading and does not omit material particulars. You can do this by updating your details via the Website or by contacting the staff who are engaged in performing the Services.

3.3 You acknowledge that information relating to you, or that you make available and known by our staff who are not engaged in performing the Services, shall not be deemed to have been made available to the individuals within Visory who are engaged in the provision of the Services.

3.4 Except as required by law, you must not provide any documentation or deliverables in respect of the Services to any third party (including without limitation, the filing of information containing or referring to any of our reports with regulators or the inclusion of our reports in any public document) without our written consent.

3.5 We advise, and you acknowledge that:

you are responsible for the accuracy and completeness of the particulars and information (including the Materials) provided by you;
any advice given to you is only an opinion based on the actual knowledge of your particular circumstances of individuals within Visory who are engaged in the provision of the Services; and
a taxpayer (you) has obligations under self-assessment to keep full and proper records in order to facilitate the preparation of accurate returns.

3.6 Returns

All returns are subject to examination by the Inland Revenue Department (“IRD”). You may be requested to produce documents, records or other evidence to substantiate items shown on the returns.
The preparation of your income tax return does not constitute prudential tax audit and cannot be relied upon as such. The onus is on you, the taxpayer, to self-assess and there are substantial penalties for incorrect returns. You should carefully review the income tax return to ensure that items shown are accurately stated so that amendments can be made for any incorrect matters.

3.7 You acknowledge and agree that:

You are solely responsible for all results of your use of the Website; and
you will not allow any other person to use your login details to access the Website.

3.8 If you represent a company or other legal entity, you represent and warrant that you are authorised to bind, and acknowledge that your access to or use of the Website binds, that entity to the Contract.

4. INFORMATION PROVIDED THROUGH THE WEBSITE

4.1 We will use reasonable efforts to ensure the information provided by us on or through the Website is accurate, current and complete. However, we do not represent or warrant that such information is free from any omissions, errors or inaccuracies.

4.2 The Website may contain links to a website owned or operated by a third party. We are not responsible for the content of any websites owned or operated by a third party that may be linked to the website, whether such a link is provided by us or by a third party. These links are provided as a courtesy service only. We:

make no judgement or warranty concerning the suitability, accuracy or timeliness of the content on the website; and
do not endorse or otherwise take any responsibility for any third party website links, or third party content, on the Website (which includes links or research material on the Website).

5. CONFIDENTIALITY

5.1 In this Contract, “Confidential Information” means all non-public information or documents which either party receives or produces in connection with the Services (including our working papers, the Client Services Agreement (or Proposal) and our business processes and methodologies) but does not include any information which is:

or becomes generally available to the public other than as a result of a breach of this clause;
known to the other party prior to us commencing the Services;
received from a third party who owes no obligation of confidence in respect of the information; or
developed by either party independently of the Services to which this Contract relates.

5.2 Subject to clause 5.4, neither you nor Visory may disclose Confidential Information about or belonging to the other without the other’s consent.

5.3 Notwithstanding the above, we may disclose Confidential Information to a related bodies corporate or related entities, any third party service providers that Visory has contracted with, or contractors in relation to the provision of the Services, to assist in quality assurance reviews or for any other purpose in our Privacy Policy. If you object to being included in any of these reviews, you must advise us in writing at the commencement of the Contract and we will use our best endeavours to exclude this Contract and the Services from such reviews.

5.4 Either party may disclose Confidential Information:

to its insurers or legal advisors, provided that such persons agree or are otherwise required to ensure that the Confidential Information remains confidential;
to the extent required to do so by law; or
to the extent required for the proper performance of the Services.

5.5 Provided we do not disclose any Confidential Information, we may cite the performance of the Services to clients as an indication of our experience.

5.6 You must not use our name or logo on any websites or in any public statement, (including filing all or part of a report with a regulator or including all or part of a report in any public document) without obtaining our prior written consent. You must not make any public statement about us or the Services without our prior consent.

6. Privacy of personal information

6.1 Your privacy is important. The Services and use of, and access to, the Website is governed by our Privacy Policy (available on our Website or on request).

6.2 You acknowledge and agree that we may collect, hold, use and disclose personal information (as defined in the Privacy Act 2020 (“Privacy Act”)) for the purposes outlined in our Privacy Policy (available on request or on our website), and only if such disclosure will not infringe protections afforded by the Privacy Act. If personal information is disclosed to us in connection with us providing the Services, it will be treated in accordance with the Privacy Act and the terms of our Privacy Policy.

6.3 If the performance of the Services requires a third party to this Contract to supply personal information to us on your request, you must ensure that the third party has satisfied the requirements of the Privacy Act and is permitted by the Privacy Act to disclose such personal information to us.

6.4 If the Services require us to collect personal information from a third party, you must do and be responsible for all things necessary (including obtaining appropriate consents from, and providing privacy notices to, any third parties) for us to collect such personal information.

6.5 You agree to comply with the Privacy Act when providing us with information.

6.6 You acknowledge and agree, in providing you the Services, we may disclose personal information to our agents, contractors and external service providers (including but not limited to, mailing houses, technology service providers, and product insights vendors).

6.7 If you object to us handling your personal information in accordance with these Terms or our Privacy Policy (as amended by us from time to time), you must provide written notification to us stating so.

6.8 Without your consent to us handling your personal information in accordance with our Privacy Policy, we are not able to provide access to the Visory Platform. Accordingly, within a reasonable period after we receive notice from you under clause 6.7, we will cancel your registration and you will no longer be a Registered User.

7. Intellectual property

7.1 Intellectual property rights in all documentation, systems, materials, methodologies and processes owned by us or created in the course of us performing the Services shall remain and be vested with us. We may, in future engagements with other clients, use techniques, methodologies, ideas, concepts, information and general knowhow gained in the course of performing the Services provided such use does not involve the unauthorised disclosure of your Confidential Information.

7.2 We may use or develop software, including spreadsheets, databases and other electronic tools (“Tools”) in providing the Services. If we provide these Tools to you, you acknowledge that they are not your property, were developed for our purposes and without consideration of any purposes for which you might use them, are made available on an “as is” basis for your use only and must not be distributed to or shared with any third party. To the full extent permitted by law, we make no representations or warranties as to the sufficiency or appropriateness of the Tools for any purpose for which you or a third party may use them.

7.3 You grant us a non-exclusive, royalty free, worldwide licence (including a right to sublicence) to use, copy, distribute, make derivative works and communicate the Materials to the extent necessary to enable us to provide the Services to you and for the purpose of performing our obligations under this Contract.

7.4 You warrant that any use of the Materials by us will not infringe the intellectual property rights of any third party and you shall indemnify us from and against any loss or damage suffered or incurred by us arising out of or in connection with any actions or claims alleging that our use of the Materials infringes the intellectual property rights of a third party.

8. Documents

8.1 We will keep your file and documents (which may contain personal information about you) for the minimum period stipulated by any relevant legislation, after which we may destroy your file and documents in a confidential manner, provided the information contained within them is no longer relevant to the purposes for which it was collected. You may instruct us in writing at any time to deliver to you (or to a nominee) the electronic copy of any documents. We will deal with any such request in accordance with our Privacy Policy.

8.2 You must immediately advise us if you become aware that any document is, or is reasonably likely to be, required as evidence in a legal proceeding, so that the document can be delivered to you for safe keeping.

8.3 If we are provided with custody of any documents by you or on your behalf, including share registers or constitution documents, those documents will be retained during the course of the Contract (unless their earlier return is requested), at the end of which the file and documents will be returned to you unless separate arrangements have been made.

8.4 We, in our absolute discretion, may retain copies of any documents we have prepared or received in relation to providing the Services, in accordance with our Privacy Policy.

8.5 We reserve the right to exercise a lien over any documents and files belonging to you which may be in our possession.

9. Electronic communications

9.1 The Website is a digital service. This means that all communications and notices we provide in respect of the Website and the Services will be made available digitally (such as by email to your nominated email address, which may include attachments or a link to the relevant communication). We may also communicate with you over the phone or via webchat facilities.

9.2 By agreeing to this Contract or by accessing, viewing, using any of the online functionality, or otherwise using the Website:

you consent to such communications and agree not to dispute the validity or enforceability of the digital provision of any communication; and
you agree that you will be taken to have received such communication at the time it is sent.

9.3 Electronic communications, including digitally transmitted information, cannot be guaranteed to be secure or virus or error free and consequently such information could be intercepted, corrupted, lost, destroyed, arrive late or incomplete or otherwise be adversely affected or unsafe to use. We will not be liable to you in respect of any error, omission or loss of confidentiality arising from or in connection with the electronic communication of information to you. If you do not accept these risks, you should notify us in writing that you do not want us to communicate electronically with you.

9.4 Without your consent to communicate electronically with you, we are not able to provide access to the Visory Platform. Accordingly, within a reasonable period after we receive notice from you under clause 9.3, we will cancel your registration and you will no longer be a Registered User.

10. Limitation of Liability

10.1 Subject to clauses 10.2 and 10.3, our liability for loss or damage arising out of or in connection with the Services, whether arising from breach of contract, tort (including, without limitation, negligence), breach of statutory duty or otherwise, is limited to an amount equal to ten times the fees payable by you for the Services (“Liability Cap”).

10.2 To the extent permitted by law:

we will not be liable to you for any loss or damage, however caused (including through negligence), which you may directly or indirectly suffer in connection with your use, or your attempted use, of the Website, including any loss arising from any security breach, or from any unauthorised Request or transaction, or from any failure to perform of any third party service provider upon which the provision of the Website may depend; and
we will not be liable, in any event, to you for the provision of the Website, and any suspension, modification, discontinuance or lack of availability of the Website or any Website functionality.

10.3 The Liability Cap does not apply to the extent prohibited by the Companies Act 1993 (“Companies Act”) or any other law.

10.4 The parties acknowledge that the New Zealand professional standards legislation, including Legislation administered by the Treasury, (“The New Zealand Treasury Regulatory Management System”) may apply in accordance with its terms in relation to our liability for loss or damage arising out of or in connection with the Services.

10.5 To the extent permitted by law, if, under any applicable New Zealand Professional Standards Legislation, our maximum liability for loss or damage arising out of or in connection with the Services would be:

a higher amount than the Liability Cap, then the Liability Cap will not apply, and our maximum liability will be calculated in accordance with the New Zealand Professional Standards Legislation; or
a lower amount than the Liability Cap, then the Liability Cap will not apply, and our maximum liability will be calculated in accordance with New Zealand Professional Standards Legislation.

10.6 To the extent permitted by law, we exclude all liability to you for loss of profits, loss of revenue, loss of opportunity, business interruption, loss of data, failure to realise anticipated savings or benefits, and for any other indirect or consequential loss or damage (whether or not we knew or had been advised of the possibility of such loss or damage) including, without limitation, costs and expenses, arising in any way out of or in connection with the Services. This clause does not apply to any audit engagement undertaken in accordance with the Companies Act.

10.7 If you make any claim against us for loss arising out of or in connection with the Services or this Contract, liability for your loss and any amount you may recover will be apportioned having regard to the respective responsibility for the loss.

10.8 To the extent permitted by the Companies Act, you will indemnify and hold harmless Visory, any related bodies corporate or related entities, directors and employees from and against all liabilities, losses, claims, costs, damages or expenses that may result from any actions, claims or asserted rights of action by third parties (including, without limitation, those based on negligence) arising out of or in connection with the Services or any use by you of any deliverable under this Contract, and you will indemnify or reimburse us (at our election) for all costs and expenses (including legal fees on a solicitor/client basis) incurred by us in connection with any such action, claim or asserted right of action. To the extent that this indemnity is for their benefit, we hold the benefit of the indemnity on trust for any related bodies corporate or related entities and for their Principals/Partners, directors and employees.

10.9 Subject to clause 10.10, we have not made any, and to the extent permitted by law we exclude, all warranties, conditions or guarantees of any nature in respect of the Services or the satisfactory conclusion of the Services or with respect to the economic, financial or other results which you may experience as a result of the Services.

10.10 Where warranties, conditions or guarantees or any other rights are implied into this Contract, or otherwise conferred by the Consumer Guarantees Act 1993 or other laws, and it is not lawful or possible to exclude them, then those warranties, conditions or guarantees or other rights will (but only to the extent required by law) apply to this Contract. To the extent permitted by law, we limit our liability in respect of such warranties, conditions or guarantees to, at your option, the supply of the Services again or the payment of the cost of having the Services supplied again.

10.11 To the extent permitted by law (including the Companies Act), our staff shall have no liability to you, whether for breach of contract, tort (including, without limitation, negligence), breach of statutory duty or otherwise, arising in any way out of or in connection with the Services. You agree not to bring any claim (whether in contract, tort (including, without limitation, negligence), breach of statutory duty or otherwise) arising in any way out of or in connection with the Services against any of our staff personally. This will not limit or exclude any liability we may have for their acts or omissions. This clause is expressly for the benefit of our staff, and you agree that each such person is entitled to rely on this clause as if they were parties to this Contract. We are also entitled to bring proceedings to enforce this clause on behalf of our staff.

11. Indemnity

11.1 You agree to indemnify us and each of our related bodies corporate, and each director, officer, agent and employee of Visory and each of our related bodies corporate (each an Indemnified Person), from and against any and all liability for loss arising from and all costs, charges and expenses incurred directly or indirectly in connection with:

Your fraud;
any falsehood or inaccuracy contained in any information you provide to us;
the use of the Website by you, your agents or any other person who uses the Website on your behalf (including where such use involves an unauthorised transaction, or any fraudulent use or acts) in breach of this Contract;
another person using your login details to access and use the Website (whether or not authorised by you, and including where such access and use involves any unauthorised or fraudulent use or acts), except where it is our fault that the person has done so; and
our acting in accordance with any Requests that appear to be given by you, including:
1. any Request that is unauthorised or fraudulent; or
2. any Request made that we stop an existing Request you have initiated through the Website from being processed.

11.2 You agree to pay amounts due under the indemnity contained in this clause on demand from us.

12. Fees and Expenses

12.1 You agree to pay fees for the Services, Goods and Services Tax (“GST”) at the prevailing rate will be added to and forms part of our fees (where applicable). It is a fundamental term of this Contract that we look to you as the responsible party for the payment of our fees and expenses. This is despite the fact that part of our fees and expenses may relate to Services provided to other entities and/or individuals.

12.2 All fees are billed in NZD unless otherwise stated in our Client Services Agreement.

12.3 You agree to pay our reasonable out of pocket expenses incurred in connection with the Services. The charge will be calculated as the amounts we incur (net of any GST input tax credit to which we are entitled) plus GST as applicable. If out of pocket expenses exceed $200, we reserve the right to forward details to you for payment direct to the supplier of the expense.

12.4 Where possible, we will give you an estimate of our fees in the Client Services Agreement (or Proposal). Any fee estimate is based on our current understanding of the circumstances and scope of work required, and therefore is not binding on us.

12.5 We may revise our fee scale from time to time. Rates quoted to you remain in force until the next 31 December or 30 June (whichever is sooner). We may increase our fees for any work performed after these dates. We reserve the right to change our rates outside these dates and will communicate any such change directly to you. Your obligation to pay us the fees and expenses arises at the commencement of the Contract after which you will be issued an invoice(s). Fees and expenses will be invoiced monthly and are payable within 14 days of the invoice date. You authorise us to charge and collect any standing recurring Fees by direct debit. Where an amount for GST is stated to be a component of the fees and expenses, our invoice will be a compliant “tax invoice” for GST purposes.

12.6 We may charge interest on amounts which are overdue by more than a month at a rate capped at 10%. If your account remains unpaid and there is no satisfactory explanation for non-payment we may:

start proceedings to recover the amount owed, plus default interest (if applicable) and any collection costs incurred; and/or
do no further work for you, and will not release your papers and files until all overdue amounts and any interest are paid (if applicable).

12.7 If we have assessed that no GST should be payable in respect of the Services, and for whatever reason, we change our assessment, or if Inland Revenue assesses that GST is payable, then it will be added to and form part of our fees and expenses at the prevailing GST rate. We reserve the right to recover from you at any time, any GST payable by us on the provision of the Services, goods or any other items supplied to you under this Contract. Where the Contract relates to the conduct of a statutory audit or review, we will be entitled to extra fees for any time we spend investigating circumstances that may fall within section 311, or 207S, of the Companies Act, including reporting to the Financial Markets Authority (“FMA”) in accordance with any of those sections.

12.8 If you dispute all or part of an invoice, you (and Visory) agree to seek to resolve the dispute under clause 16.9. If you dispute part of an invoice, you agree to pay the undisputed part of the invoice as and when it is or becomes due and payable.

12.9 If we receive any legally enforceable notice or demand issued by any third party (including but not limited to FMA, the IRD, NZX, any court or tribunal) in relation to or in connection with the services, you agree to pay our reasonable professional costs and expenses (including solicitor/client expenses) in complying with or challenging any such notice or demand to the extent that our costs and expenses are not recovered or recoverable from the party issuing the notice or demand. We will notify you as soon as practicable (unless restricted by law) where we receive any such legally enforceable notice or demand.

13. Contractors and Third Parties

13.1 In the course of providing the Services we may, at our discretion, draw on the resources of third parties, but provision of the Services will remain our responsibility alone. Where part of the Services is performed by a third party entity, information (which may include personal information) may be required to be transferred out of New Zealand. You consent to this transfer.

13.2 You will not bring any claim (whether in contract, tort (including, without limitation, negligence) or otherwise) against any such third party or its personnel in respect of the Services.

13.3 Clause 13.2 is expressly for the benefit of such third parties. You agree that each third party has the right to rely on this clause as if they were parties to this Contract. Each third party entity that agrees to assist in the provision of the Services does so in reliance on the protections afforded to it by this clause 13.

13.4 We reserve the right to employ contractors to provide some or all of the Services, and any reference to our staff includes such contractors. We will remain liable to you for any of the Services that are provided by our contractors.

13.5 From time to time we, and our third party contractors may engage external IT service providers (including in relation to ‘cloud computing’ services) in the performance of services under this engagement. You hereby authorise us and our third party contractors to disclose information relating to your affairs to all such external IT service providers as we or our third party contractors may choose to engage.

14. Availability and Security of the Website

14.1 We will use reasonable efforts to:

Provide you with access to the Website 24-hours a day, 7 days a week. However, we do not guarantee, and do not make any warranties, as to the reliability and availability of the Website. There will be occasions when the Website, or Website functionality, will be interrupted for maintenance, upgrades and emergency repairs. Every reasonable step will be taken by us to minimise such disruption where it is within our control; and
ensure that the Website is secure, and that any communication and information available through the Website is held securely and protected from misuse, interference and loss. However, we do not guarantee the security of the Website, and we do not make any warranties that the Website is secure.

15. Cookie Policy

15.1 We use cookies and similar technologies on the Website as described under “Cookies and similar technologies” in our Privacy Policy.

15.2 You can block or delete cookies in your browser settings at any time.

15.3 If you would prefer not to enable cookies, you will still be able to use the Website, but certain features may not function correctly.

16. General

16.1 Engagement Term

We will use reasonable efforts to ensure that individuals named in the Client Services Agreement (or Proposal) are available to perform the Services.
For the duration of the Contract, and for a period of 12 months after its termination or completion of the Services, you must not employ or procure a third party to employ any of our employees who has taken part in the performance of the Services without our prior consent. If you offer employment to such an employee, and the employee accepts the offer (whether or not we have given our prior consent), then you must pay a fee to us, calculated at 30% of the relevant employee’s gross annual salary package. You acknowledge and agree that this fee represents a genuine pre-estimate of the loss Visory will incur in the event the employee terminates its employment with us due to your offer of employment in the circumstances described in this clause.
However, nothing contained in this clause shall be deemed to prohibit you and any of your affiliates from soliciting for employment or hiring any employee of Visory or any of its affiliates who have already had their employment terminated by us or any of our affiliates. For the avoidance of doubt, this does not include the circumstances where an employee resigns in the circumstances contemplated in clause 16.1(b).

16.2 Relationship with other clients: We provide services to other clients, some of whom may be in competition with you or have interests which conflict with your own. We are not prevented or restricted by virtue of our relationship with you under this Contract from providing services to other clients.

16.3 Our relationship with you: You acknowledge and agree that our relationship with you is that of an independent contractor. Neither party may claim or make any representation whatsoever to any third party that it is an agent of, or in partnership with, the other party and each party acknowledges that it has no power or authority to bind the other in respect of any matter whatsoever and it will not represent to any person that it has such power or authority.

16.4 Waiver: A failure or delay by a party in exercising a power or right given to it under this Contract does not operate as waiver of that power or right, nor does a single or partial exercise of a power or right prevent any other or further exercise of it. A waiver by a party of a power or right given to it under this Contract does not affect any other provision of this Contract.

16.5 Conflict of Interest: Except as disclosed in the Client Services Agreement (or Proposal), we are not aware of any conflict of interest which would affect our ability to provide the Services to you. We will advise you if we become aware of any actual or potential conflicts of interest, and we will work with you to find a suitable solution.

16.6 Term and Termination:

This Contract commences on the commencement date stated in the Client Services Agreement (or Proposal). If no commencement date is specified, the Contract commences on the date of acceptance (as specified in the Client Services Agreement (or Proposal)), or the date on which the Services commenced, whichever is earlier.
Subject to any statutory provisions that apply to the Services, either party may terminate this Contract at any time by giving at least 14 days written notice. On termination, you shall immediately pay on request all fees and expenses due in respect of the Services provided up to the date of termination and, unless the Contract is terminated for cause, you will pay our reasonable costs and expenses incurred in connection with the termination of the Contract. For the avoidance of doubt, the date of termination is the date on which any period of notice expires.
We may immediately terminate the Contract, by providing notice in writing, if our provision of Services to you will result or has resulted in us ceasing to be independent in relation to an audit client. You will immediately pay on request the fees due for all of the Services provided up to the date of termination.
Termination of the Contract shall be without prejudice to any of the parties’ accrued rights. The following clauses continue to apply after termination of the Contract: 5, 6, 7, 8, 10 and 11. The terms of the Contract which expressly or by implication are intended to survive its termination or expiry will survive and continue to bind the parties.

16.7 Address for Services

Any written notice to be given to a party may be delivered electronically, to:

in the case of notices to us, the person appearing in the Client Services Agreement (or Proposal); and
in the case of notices to you, the email address last notified by you.

16.8 Governing Law: This Contract shall be governed by and interpreted in accordance with the laws of Australia and the State referred to in the Client Services Agreement or Proposal and the Courts of Australia or that State shall have exclusive jurisdiction in relation to any claim, dispute or difference concerning the Contract and any matter arising from it. The parties irrevocably waive any right they may have to object to any action being brought in an inconvenient forum or to claim that those courts do not have jurisdiction. If no State is specified in the Client Services Agreement or Proposal, the laws of the State in which the Client Services Agreement or Proposal is issued by us shall apply.

16.9 Disputes: If any dispute arises, prior to commencing legal proceedings, the parties must attempt to resolve the dispute in good faith through Visory’s internal dispute resolution process.

16.10 Force majeure: Neither party will be liable to the other for any delay or failure to fulfil their obligations (excluding payment obligations) under this Contract to the extent that any such delay or failure arises from causes beyond their control, including but not limited to fire, flood, acts of God, acts or regulations of any governmental authority, war, riot, terrorist activities, strikes, lockouts and industrial disputes.

16.11 No assignment: Unless otherwise permitted under this Contract, neither party may transfer, charge or otherwise seek to deal with its rights or obligations under this Contract without prior written consent of the other party.

16.12 Validity of Contract terms and severance: If any provision of this Contract is held to be invalid, in whole or in part, such provision shall be deemed not to form part of and will be severed from, the Contract. The enforceability of the remainder of the Contract will not be affected.

16.13 Conflicting Terms

In the event of any conflict between the Client Services Agreement and these Terms of Business, or the Proposal, the Client Services Agreement will take precedence.
Nothing in this Contract applies to the extent that it is invalid or prohibited by the operation of the Corporations Act or any other law.

17. Definitions

For the purpose of this Contract:

Client Services Agreement means the Client Services Agreement or confirmation letter to which these Terms of Business are referred.

Contract means the agreement between you and Visory as set out in these Terms of Business, the Client Services Agreement (or Proposal), and our Privacy Policy, together with any changes to the Contract that are agreed in writing between you and Visory.

GST means Goods and Services Tax as defined by the Goods and Services Tax Act 1985.

Proposal means any written or verbal proposal for the provision of the Services, other than the Client Services Agreement.

PAYE means pay as you earn as defined by the Income Tax Act 2007

Registered User is a user who has successfully been registered to use the Visory Platform.

Request means any direction, instruction or communication given by you to us by using the functionality of the Website.

Visory means Visory (NZ) Limited (Company No. 8117357) and its affiliated entities, including its related bodies corporate.

Visory Platform means the additional areas of the Website available to you after becoming a Registered User.

Website means the Visory Website available at https://www.visory.com.au, and its subdomains including the Visory Platform.

Updated 6 October 2026 and approved on legal review 14 October 2026. Previous version 2 May 2022.

Version 2 May 2022