Terms and Conditions of Engagement – Cover Matters

These terms and conditions (Terms) are entered into between GS Consultancy Services Limited NZCN 9394456 trading as Cover Matters (we, us or our) and you, together the Parties and each a Party, in relation to the provision of Services. 

1. Services 

1.1 You accept this Agreement by clicking “I Accept”, completing our online questionnaire, or booking an appointment with us through our booking platform. On acceptance of the terms, we will provide the Services in accordance with this Agreement, whether ourselves or through our Personnel. 

1.2 You must be 18 years old to receive the Services from us. 

1.3 If these Terms express a time within which the Services are to be supplied, we will use reasonable endeavours to provide the Services by such time, but you agree that such time is an estimate only. 

1.4 You acknowledge and agree that any information, advice, material or work provided by us as part of the Services does not constitute legal advice. You are recommended to seek independent legal advice before signing or acting on any documents. 

1.5 All variations to the Services must be agreed in writing between the Parties and will be priced in accordance with any schedule of rates provided by us, or otherwise as reasonably agreed between the Parties. If we consider that any instructions or directions from you constitute a variation to the scope of the Services or our obligations under these Terms, then we will not be obliged to comply with such instructions or directions unless agreed in accordance with this clause. 

1.6 The Services we provide include: 

(a) Initial Risk Assessment – Conducting an initial risk assessment through our online quiz to help you understand your situation and needs, and referring you to a suitable advisor or professional based on your assessment results. By using this service, you consent to us sharing your contact details and the information provided in the online quiz with the referred advisor or professional. They will contact you directly to assist further. Please note that this service does not constitute legal advice. Our role is limited to facilitating an introduction to an appropriate professional. 

(b) Family Trust Risk Assessment – Assessing your circumstances to determine whether a family trust is appropriate for your needs and providing a summary of findings and recommendations based on your situation. Our service is limited to assessment and recommendations. We do not provide legal advice or establish trusts. You should obtain independent legal advice before making any decisions. 

(c) Drafting a Shareholders Agreement – Preparing a draft shareholders agreement based on your instructions and desired structure, and recording your intentions regarding ownership, decision-making, and other key provisions. Our service is limited to document preparation. We do not provide legal advice on the consequences of the agreement. You are strongly advised to seek independent legal advice before signing. You may choose to have the drafted agreement reviewed by a solicitor at a later stage. We recommend this step to ensure compliance and legal validity. The finalised draft will only be provided once the total price for the selected payment option has been paid in full. Additional fees apply for amendments or variations beyond the initial scope. 

1.7 Disclaimer: 

(a) Our Services involve the preparation of documents and/or assessments based on your instructions. We do not provide legal advice. You should obtain independent legal advice before signing or acting on any documents or recommendations. 

(b) By electing to use our services, you acknowledge and accept that our role is confined to document preparation and referral facilitation. The responsibility for the lawful execution, certification, and legal compliance of any documents rests solely with you. 

2. Your Obligations 

2.1 You accept these Terms by checking the box, clicking “I Accept”, completing the online questionnaire, or booking an appointment through our booking platform. 

2.2 By accepting these Terms, you agree to: 

(a) Comply with these Terms, all applicable laws, and our reasonable requests; 

(b) Provide us with all documentation, information, instructions, cooperation, and access reasonably necessary to enable us to provide the Services; and 

(c) Not disclose or provide access to the Services to any third party without our prior written consent. 

3. Price and Payment 

3.1 Service Pricing 

(a) Referral Network: Free for clients. We may receive a nominal marketing contribution fee from referral partners. This does not affect the price you pay. 

(b) Trust Risk Assessment: Free for clients. This service assesses whether a trust is viable for your circumstances and includes an introduction to relevant parties who can assist further. A personal risk assessment will also be conducted by a referral partner who is licensed to provide financial advice. Any financial advice will be provided under that partner’s licence and terms. 

(c) Shareholders Agreement Drafting: Minimum flat fee of $3,000 + GST. This includes an initial meeting, planning, drafting the agreement, and discussion of insurance arrangements for business owners (death and permanent disability). Additional costs apply for special provisions (e.g., buy-sell clauses). 

3.2 Payment Details You must provide accurate and current payment details, ensure sufficient funds for each payment, and promptly update expired or replaced cards. Payments may be processed via Stripe or internet banking. If a payment fails, you authorise us and/or our processor to reattempt collection within a reasonable period. 

3.3 Overdue Payments If any invoice is overdue, we may suspend the Services (including appointments) until arrears are paid and may withhold drafts or final documents. 

3.4 Non-Payment After 6 Months If any amount remains unpaid 6 months after the date of your first invoice, you forfeit the right to receive the documents, and no refund is payable for Services already performed. We may, at our discretion, reinstate the Services if the outstanding amount is paid. 

3.5 Invoice Payment Where we issue an invoice, you must pay it by the stated due date. You must not pay, or attempt to pay, by fraudulent or unlawful means and you warrant you are authorised to use the payment method provided. 

4. Warranties and Representations 

4.1 Each Party represents and warrants that: 

(a) it has full legal capacity, right, authority and power to enter into these Terms, to perform its obligations under these Terms, and to carry on its business; and 

(b) these Terms constitutes a legal, valid and binding agreement, enforceable in accordance with its terms 

4.2 You represent and warrant that all information and documentation that you provide to us in connection with these Terms are, correct and complete; 

5. Intellectual Property 

5.1 We retain all intellectual property rights in our materials, and you retain all intellectual property rights in your materials. Nothing in these Terms transfers ownership of either party’s existing intellectual property. 

5.2 Any new materials created by us will remain our property. If ownership does not automatically vest in us, you agree to assign those rights to us and take any steps necessary to confirm our ownership. 

5.3 We grant you a non-exclusive, revocable, royalty-free licence to use our materials and any new materials we provide, solely for your personal use of the Services under these Terms. This licence cannot be transferred or sublicensed. 

5.4 These intellectual property provisions continue after these Terms end. 

6. Confidential Information 

6.1 Each party receiving confidential information agrees to: 

Keep the other party’s confidential information private and not disclose it to anyone (except as allowed below); 

Protect it from loss, damage, or unauthorised access; 

Only share it with personnel who need it to perform obligations under these Terms, and ensure they keep it confidential; 

Use it only for fulfilling obligations or exercising rights under these Terms. 

6.2 These obligations do not apply to information that: 

Must be disclosed to comply with these Terms; 

The disclosing party has authorised in writing; 

Is public or becomes public (other than through a breach of these Terms); 

Must be disclosed by law or a regulator (including under subpoena), provided the receiving party gives notice before disclosure where legally possible. 

6.3 Both parties agree that money alone may not fix a breach of this clause. Either party can seek an injunction or other legal remedies to prevent or stop a breach. 

6.4 Non-Disclosure Agreement and Referral Information Sharing: 

You acknowledge and agree that, as part of our referral process, we may share certain client information, including your name, contact details, address, and transaction-related information with third-party advisers who provide their own services relevant to your needs. This disclosure is strictly limited to what is necessary for those advisers to deliver their services. We have entered into a non-disclosure agreement with TRACEY HUNTER MORTGAGES (2025) LIMITED (NZCN 9371867) and LAW MATTERS LIMITED (NZCN 9057833) (the advisers) to ensure that any shared information remains confidential and is used solely for the purpose of providing their services. You acknowledge that the advisers operate independently and deliver their own services, and you agree that we accept no liability for any advice, actions, or omissions by these advisers in connection with the services they provide. 

6.5 GS Consultancy Services Limited is associated with George Salter, who is a licensed financial adviser and is engaged with another agency to provide financial services under that agency’s licence. Any financial advice provided will be under that agency’s terms and licence. 

6.5 This confidentiality obligation continues even after these Terms end. 

7. Liability 

7.1 To the maximum extent allowed by law: 

Neither party is responsible for any indirect or consequential loss; 

Each party’s liability will be reduced if the other party contributed to the loss (including by failing to mitigate it); 

Our liability is limited to either re-supplying the Services or paying the cost of having them supplied again; 

Our total liability under these Terms is capped at $2,000. 

7.2 We are not liable for, and you release us from any claims arising from: 

(a) Your actions or omissions; 

(b) Use of the Services by anyone other than you, or in a way not intended by these Terms; 

(c) Anything outside the scope of the Services or not provided by us; 

(d) Service delays or unavailability for any reason; 

(e) Events beyond our reasonable control. 

7.3 You agree to indemnify us for any loss we suffer because of: 

(a) Your actions or omissions; or 

(b) Any information, instructions, or materials you provide. 

7.4 This clause continues after these Terms end. 

8. Term and Termination 

8.1 Term: These Terms apply from acceptance and continue until the Services are completed or terminated under this clause. 

8.2 Shareholders Agreement: Full payment is required before we provide the final copy of the Shareholders Agreement. 

8.3 Right to Suspend or Stop Work: We may suspend or stop work if you fail to engage with us or respond within a reasonable timeframe. 

8.4 Termination for Breach or Insolvency: Either party may terminate immediately by written notice if: 

(a) The other party breaches a material term and does not remedy it within 10 business days; or 

(b) The other party becomes insolvent or unable to pay its debts. 

8.5 On Termination: 

(a) We will stop providing Services; 

(b) Payments for Services already performed are non-refundable; 

(c) We may retain documents and information as required by law or for backup purposes, subject to confidentiality obligations. 

8.6 Termination does not affect rights or obligations that have already accrued. 

8.7 This clause survives termination or expiry of these Terms. 

9. General 

9.1 Amendment: These Terms can only be changed in writing and signed by both parties. 

9.2 Assignment: You cannot transfer your rights or obligations under these Terms without our written consent. We will not unreasonably withhold consent. 

9.3 Assignment of Debt: We may assign or transfer any debt you owe us to a debt collector or third party. 

9.4 Counterparts: These Terms may be signed in multiple copies, which together form one agreement. 

9.5 Disputes: 

If a dispute arises, you must give us written notice explaining the issue. 

Both parties must meet (in person or online) within 10 business days to try to resolve it. 

If unresolved after 20 business days, the matter will go to: 

Mediation (if you are in New Zealand), administered by the NZ Disputes Resolution Centre; or 

Arbitration (if outside NZ), administered by NZIAC in Christchurch, NZ. 

Either party can seek urgent court relief if needed. 

We may take action to recover overdue payments at any time. 

9.6 Entire Agreement: These Terms are the full agreement and replace all previous discussions or agreements. 

9.7 Force Majeure: Neither party is liable for delays caused by events outside their control. The affected party must notify the other and try to minimise the impact. If the event lasts more than 60 days, the other party may terminate the agreement. This does not excuse payment obligations. 

9.8 Further Assurance: Both parties must do anything necessary to give effect to these Terms. 

9.9 Governing Law: These Terms are governed by New Zealand law. Both parties submit to the exclusive jurisdiction of NZ courts. 

9.10 Notices: Notices must be in writing and sent by post or email. They are deemed received after 48 hours (post) or when the sender sends the email. 

9.11 Relationship: These Terms do not create a partnership, joint venture, employment, or agency relationship. 

9.12 Severance: If any part of these Terms is invalid, the rest remains enforceable. 

9.13 Subcontracting: We may subcontract parts of the Services but remain responsible for our subcontractors. 

9.14 Waiver: If a party delays or fails to exercise a right, it does not waive that right. Waivers must be in writing. 

10. Anti-Money Laundering (AML) 

10.1 We are required by law to collect certain customer due diligence (CDD) information about you and others associated with you, as applicable. This may include personal information and, in some circumstances, the source of your wealth or the source of funds for a transaction. We may not be able to act or continue to act for you until this information has been collected. We use a third-party service provider to collect and store CDD information, and you authorise us to do this. Your cooperation in this process is essential for us to provide you with our services; if you fail to cooperate with us we reserve the right to immediately terminate our services with you. 

11. Definitions 

In these Terms: 

Business Day: A day banks are open in Canterbury, NZ (not weekends or public holidays). 

Commencement Date: The date these Terms are signed by the last party. 

Confidential Information: Any information shared under these Terms about a party’s business, assets, or these Terms, whether written or not, and however received. 

Consequential Loss: Indirect losses like lost profits, revenue, business, goodwill, or data. (Your obligation to pay us is not “Consequential Loss”). 

Disclosing Party: The party giving confidential information. 

Employer: Your employer if they arranged these Services as part of staff benefits. 

Force Majeure Event: Events beyond a party’s control (e.g., natural disasters, war, terrorism, pandemics, government shutdowns). 

Intellectual Property: Rights in things like copyright, trademarks, patents, designs, software, trade secrets, and improvements. 

Law: All applicable laws, regulations, and government requirements in New Zealand. 

Liability: Any claim, cost, loss, damage, or responsibility, direct or indirect. 

Moral Rights: Rights under the Copyright Act 1994 or similar laws. 

New Materials: Intellectual Property created under these Terms, excluding Our Materials and Your Materials. 

Our Materials: Intellectual Property we own or license, excluding New Materials and Your Materials. 

Personnel: Employees, contractors, or agents of a party (but not us in your case). 

Price: The total amount payable for the Services (shown on the Site, excluding GST unless stated). 

Receiving Party: The party receiving confidential information. 

Services: The services described in the Schedule and adjusted under these Terms. 

Term: Starts on the Commencement Date and ends when Services are completed or terminated. 

Terms: These terms and conditions and any referenced documents. 

Your Materials: Intellectual Property you own or license before these Terms or created independently of them, excluding Our Materials and New Materials. 

12. Interpretation 

Unless the context says otherwise: 

(a) References to these Terms include all schedules and amendments. 

(b) References to laws include updates and replacements. 

(c) “Person” includes individuals, companies, partnerships, and government bodies. 

(d) “Party” includes successors and permitted assigns. 

(e) Obligations of two or more people bind them jointly and individually. 

(f) Time refers to local time in New Zealand. 

(g) “$” means New Zealand dollars.