Aon New Zealand | Aon Valuation Services
Standard Terms of Business
1. ENGAGEMENT TERMS
1.1 All work performed for the Client by Aon New Zealand (“Aon”) and its employees (the “Services”) will be in accordance with the letter of engagement (which incorporates these terms) or any subsequent written variation.
1.2 Unless otherwise specifically agreed, Aon’s fees will be based on hourly rates which take account of the level of staff assigned to the engagement. If it is necessary for Aon to terminate the engagement for the reasons set out in the engagement letter or for any other reason that Aon considers justifies the termination of the engagement, Aon shall be entitled to its fees incurred until the date the engagement is terminated.
1.3 Expenses, including travel and subsistence, and goods and services purchased on the Client’s behalf, are to be charged to the Client at cost. For travel, Aon’s standard policies apply which are to use economy class air travel within Australia and business class or equivalent for overseas travel.
2. GST
2.1 Aon will charge Goods and Services Tax (GST) as required by New Zealand law and any quote, estimation or invoice shall be deemed to exclude GST unless otherwise specified.
2.2 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 or otherwise.
3. STAFF
3.1 The Client will not offer employment to any Aon staff working on an engagement for him or her or induce or solicit any such person to take up employment with the Client; nor will the Client use the services of any such person, either independently or via a third party, for a period of six months following the end of any involvement by that person with any engagement for the Client. Breach of this condition will render the Client liable to pay Aon liquidated damages equal to four months’ fees at standard charge rates for the person concerned.
3.2 Aon’s intention at the time of making the offer is that the persons assigned to the engagement referred to in the engagement letter should continue with the engagement until it terminates or finishes. Should the persons assigned to the engagement cease to be available during the course of the engagement, Aon will inform the Client promptly of that change and will identify the persons who have been assigned to complete the engagement.
4. PAYMENT
4.1 Payment is due upon receipt of invoice, unless otherwise agreed in writing.
4.2 Aon reserves the right to invoice the Client 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. Aon will send a final invoice after completion of the work.
5. CONFIDENTIALITY
5.1 Aon is keen to obtain publicity for work undertaken on behalf of a client. This could include both internal and external publicity. Permission to attribute work for a client publicly will always be obtained in advance. Notwithstanding this condition, Aon assumes the right to use references in proposals or other similar submissions made to other prospective clients, unless the Client expressly prohibits such disclosure.
5.2 Unless otherwise specifically agreed, Aon is authorised by the Client to speak to or meet with any other person whom it may need to contact to perform the engagement or who the Client requests Aon to contact. Aon may release to them for the purpose of that engagement any information, which it has obtained during the course of the engagement and shall not be liable for any use subsequently made of that information.
5.3 The persons from Aon referred to in the engagement letter will not carry out any work on behalf of any other client relating to the subject matter of the engagement nor disclose to any other individuals within Aon engaged on work for any other client relating to any confidential information relating to the subject matter of the engagement without the Client’s consent.
5.4 Save as set out above or as required by law, Court or arbitration proceedings, regulations including those made under the Corporations Law, professional duty, or as is requested by regulatory authorities, or as is necessary to protect its own legitimate interests, Aon shall not disclose any confidential information relating to the Client which it obtains during the course of the engagement to any other person (except its own advisors).
6. INTELLECTUAL PROPERTY
6.1 Unless otherwise agreed, Aon retains copyright in all material provided to the Client or otherwise generated in the course of carrying out the engagement.
6.2 The Client shall keep confidential any methodologies and technology used by Aon to carry out an engagement.
7. VALIDITY
7.1 The offer contained in the engagement letter may only be accepted by written confirmation that the terms are accepted as received within 28 days from the date of issue, unless otherwise indicated, otherwise the offer shall lapse.
8. OBLIGATIONS OF CLIENT
8.1 The Client shall provide promptly to Aon all reasonable and necessary assistance, including access to all information, which Aon considers to be relevant to the engagement, so as to enable Aon to perform the engagement. In doing so, the Client shall update information provided by it to Aon where there has been a material change to that information which affects the scope or performance by Aon of the engagement.
9. INDEMNITY FOR FALSE AND MISLEADING INFORMATION
9.1 Aon shall not be liable for any losses, damages, costs or expenses arising out of errors due to the provision to it of false, misleading or incomplete information or documentation or due to any acts or omissions of any other person. The Client indemnifies Aon from any liability it may have to the Client or any third party as a result of any information supplied to Aon by the Client or any of its agents, where such information and documentation is false, misleading or incomplete in a material respect.
10. NON-DISSEMINATION OF MATERIAL
10.1 All communications by Aon with the Client, its employees or agents, whether written or oral are provided solely for the information and use of the Client in connection with the engagement, and accordingly, shall not be used for any other purpose or referred to in any document or made available to any other person (except the Client’s lawyers or other professional advisors assisting in the engagement) without Aon’s prior written consent. No other party is entitled to rely on Aon’s reports for any purpose whatsoever, and Aon disclaims any responsibility to any such third party who has had communicated to him or her the information or advice provided by Aon to the Client as part of this engagement.
11. COMPLAINTS PROCEDURE
11.1 It is Aon’s usual aim to obtain, either formally or informally, a regular assessment of Aon’s performance and we will always be pleased to hear any suggestion as to how our service can be improved. If, on the other hand, the Client wishes to make a complaint, please call or write to Ashley Grant, Director, Aon Global Risk Consulting.
12. WHOLE AGREEMENT
12.1 The terms of the letter of engagement set out the entire agreement between the Client and Aon in connection with the engagement.
12.2 No person has been authorised to give any representations on behalf of Aon as regards the subject matter or terms of the letter of engagement and any representations which have been or may be given shall not be relied upon and are void.
12.3 In the event that any of the terms of provisions of the letter of engagement are or shall become invalid, illegal or unenforceable, the remainder shall survive unaffected.
13. LIMITATION OF LIABILITY
13.1 Aon will provide the Services with reasonable care and skill.
13.2 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.
13.3 To the extent permitted by law, Aon and its related entities (as defined within the Corporations Act 2001) will not be responsible or liable for:
(i) any consequential, incidental, indirect or special damage or loss of any kind;
(ii) the supply, by the Client or others, of incorrect, incomplete or misleading information and/or documentation;
(iii) the failure by the Client or others to supply appropriate, relevant or timely information and/or documentation;
(iv) the failure by the Client or others to act on Aon’s advice or to respond promptly to any communications from Aon or any other person; or the default, negligence, or lack of care on the part of any other person.
13.4 Aon’s liability (including interest and costs) and the liability of its related entities in respect of any claim howsoever arising, under or in connection with these Terms of Business, the Services or our business relationship, shall be limited (to the extent permitted by law) to NZD $3,000,000 in the total aggregate or such other amount as may be expressly agreed between us in writing.
13.5 This clause will survive the expiration or early termination of this agreement