Steffanie Zhang
Crescellere Ltd
(trading as YJ Consulting)
Crescellere Ltd
(trading as YJ Consulting)
24-25/66 Mt Eden Road
Auckland 1010
Auckland 1010
Ph: 021 083 68491
LETTER OF ENGAGEMENT AND CONSULTING SERVICES AGREEMENT
Tuesday 14 January 2025RE: [Your matter]
Thank you for instructing me on this matter.
I am pleased to accept your instructions according to the terms of engagement (Terms) set out in the following Consulting Services Agreement (“Agreement”).
The following Consulting Services Agreement ("Agreement") applies with respect to all works carried out by me for you, except to the extent that I otherwise agree with you in writing. Please ensure that you understand and agree to be bound by all Terms.
CONSULTING SERVICE AGREEMENT
BETWEEN | [CLIENT], [occupation] in Auckland, New Zealand[CLIENT, C/O- COMPANY], a limited liability company duly incorporated in New Zealand, with its address at [location]. |
ㅤ | (the “Client”) |
AND | YINGJIA ZHANG c/o CRESCELLERE LIMITED 9255253, a duly registered limited liability company with its registered address at 64 Bob Charles Drive, Golflands, Auckland 2013 |
(the “Consultant”) |
1. Services
1.1 The Consultant agrees to provide the following services to the Client (“the Services”):
- Translation services between the Client and another party and communicate with the party bringing proceedings against the Client and any other third party on behalf of the Client (“the Services”);
- Accompany the Client to meetings either physically or via video conferencing. All transportation costs and reasonable fees will be invoiced and payable by the Client;
- From time to time, communicate with third parties and any third party agencies on your behalf to resolve the issues between the Client,
[PARTY NAME](“the Agency”) and its employees, contractors, representatives and nominees, (together, “Representatives”); and
- Communicate with any emergency services provider, police officer, member of law enforcement, or other government official, on behalf of the Client.
1.1.3 The engagement letter and Consulting Services Agreement outlines the matters for which the Consultant will provide support to the Client. In the event that additional matters arise that extend beyond the stipulated purview or surpass the Consultant's area of expertise, the Consultant will seek the Client's guidance before taking any necessary action.
1.1.4 The Consultant may, from time to time, require access to the Client’s records which may be kept by another person, agency, organisation or other entity, for the purpose of providing the Services. By signing the Authority to Act under Schedule 1, the Client consents to the Consultant requesting and accessing the records.
1.1.5 The Agreement takes effect upon both parties signing and dating the Agreement, and will end upon completion of the Services or termination under Clause 5.
2. Payment
2.1 All numbers in this Agreement are quoted in New Zealand Dollars unless otherwise specified.
2.2 In consideration for the Services provided, the Client shall pay the Consultant for Services at a rate of
$400.00 plus GST per hour ("Payment"). Except where the parties have provided in writing, Payment will be made in a lump sum retainer to the Consultant’s bank account.2.3 In fixing this fee, the Consultant takes into account the following matters:
- The time and labour engaged;
- The skills, specialised knowledge and responsibility required;
- The importance of the matter to the client and the results achieved;
- The circumstances in which the work is undertaken and any time limits, including those imposed by the client;
- The degree of risk the Consultant assumes in undertaking the services, including the amount or value of any property involved;
- The complexity, difficulty or novelty of the matter;
- The reasonable costs of operating a business;
- Whether the fee is fixed or conditional;
- Any quote or estimate of fee is provided;
- Any fee agreement (including a conditional fee) entered into between the Client and Consultant.
2.4 In consideration for the Services provided, the Client shall pay the Consultant a discounted retainer fee of
$2,000.00 plus GST (“Payment”). Payment is due upon the Client’s signing of this agreement, and will be made to the Consultant before 5 February 2025.2.5 The Consultant shall send interim invoices to the Client, usually monthly or on completion of the matter, or termination of our engagement. The Consultant may also invoice the Client when it incurs a significant expense.
2.6 The Client agrees it will pay GST of 15% (per cent) on the Consultant’s fees and charges unless otherwise specified under this Agreement or in signed writing by both parties. The Consultant will include GST in its invoices to the Client.
2.7 The Client is obliged to pay for any amount invoiced by the Consultant within 7 (seven) working days from the date of receiving the invoice.
2.8 Payments shall be made to the account below:
Auckland Savings Bank (ASB)
Payee: CRESCELLERE LIMITED
Account number: 12-3061-0026902-00
Reference:
[invoice number]3. Retainer
3.1 The Client is required to make payment in advance to receive Services. The retainer shall be applied to future Payments by the Client. The retainer amount shall be
$2,000.00 plus GST. The Consultant will refund any unused portion of the Retainer upon completion of the Services.4. Expenses
4.1 The Client shall be responsible for all "out-of-pocket" expenses incurred by the Consultant as well as any other cost(s), fee(s), bond(s) and payment(s)that have been made for the purpose of providing Services to the Client.
4.2 The Client agrees to pay the Consultant within fourteen (14) working days of receiving notice of any expense directly associated with the Services.
4.3 Upon request by the Client, the Consultant agrees to show receipt(s) or proof(s) of purchase for any and all expenses it claims.
5. Termination
5.1 The Consultant and Client may terminate this Agreement at any time with notice of at least 5 Day(s) notice.
5.2 Where the Consultant wishes to terminate the Agreement, it must provide the Client with reasonable notice so that the Client has time to make alternative arrangements if needed.
5.3 Upon termination of the Agreement, the Consultant will refund any unused portion of payment made by the Client to its bank account, or send through bank transfer the unused portion to any representative or agent or other designated person as requested by the Client.
6. Return of Records
6.1 Upon termination of this Agreement, the Consultant shall deliver all records, notes, and data of any nature that are in the Consultant's possession or under the Consultant's control and that are of the Client's property or relate to the Client's affairs.
6.2 The Consultant may keep a copy of any Records that are required to be stored by law or as requested by the Client. The Client can request, modification, removal and destruction of these records at any time.
7. Disputes
7.1 If any dispute arises under this Agreement, the Consultant and the Client shall negotiate in good faith to settle such dispute. If the Parties cannot resolve such dispute themselves, then either party may submit the dispute to mediation by a mediator approved by both Parties.
7.2 If the Parties cannot agree with any mediator or if either party does not wish to abide by any decision of the mediator, they shall submit the dispute to arbitration by any mutually acceptable arbitrator, or file legal proceedings, whichever is nominated by the Parties.
7.3 The costs of the arbitration proceeding shall be borne according to the decision of the arbitrator, who may apportion costs equally or in accordance with any finding of fault or lack of good faith of either party. If either party does not wish to abide by any decision of the arbitrator, they shall submit the dispute to litigation.
7.4 This Agreement and any legal proceedings that may arise from this contract shall fall under the jurisdiction of New Zealand.
8. Liability
8.1 The Consultant agrees to bear any and all responsibility and consequences for any loss or damage from an action or actions that is/are an operating and substantial cause of loss or damage that is or should have been foreseen by itself and their employees or personnel under this Agreement.
8.2 The Consultant's total liability under this Agreement for any cause whatsoever shall be limited to the total amount of fees paid by the Client to the Consultant under this Agreement.
8.3 The Consultant shall not be liable for any indirect, incidental, special, or consequential damages, including loss of profits, revenue, data, or use, incurred by the Client or any third party, whether in an action in contract or tort, even if the Client has been advised of the possibility of such damages.
8.4 The Consultant shall maintain professional indemnity insurance with a reputable insurer to cover any liability that may arise under or in connection with this Agreement.
8.5 Nothing in this Agreement shall limit or exclude the Consultant's liability for:
- Death or personal injury caused by negligence;
- Fraud or fraudulent misrepresentation; or
- Any other liability which cannot be limited or excluded by applicable law.
8.6 The Client acknowledges that the Consultant's Services are advisory only and any decisions made based on such advice are the sole responsibility of the Client.
9. Conflict of Interest
9.1 During the term of this Agreement, and for 2 (two) months following its termination, the Consultant shall not engage in any activity that would compete in any way whatsoever with the activities of the Client in which the Consultant was or is involved, or where the Consultant gained confidential or sensitive information of the Client, directly or indirectly through the delivery of the Services. For further clarity, this section is to be geographically limited to Auckland, New Zealand, where the Customer operates and conducts its business activity.
9.1 During the term of this Agreement, and for the maximum term permitted under the law, following its termination (“Solicitation Period”), the Consultant shall not, without the written consent of the Client, directly or indirectly, solicit or attempt to solicit any person whose details only became known to the Consultant as a result of the Services that it is engaged to provide.
9.2 On the date of signing the Agreement, the Consultant declares that it does not have and is not aware of any conflict of interest that would prejudice the Services it provides to the Client under this Agreement.
10. Contractor Status
10.1 The Consultant is an independent contractor as defined under the Employment Relations Act 2000 (the “Act”) and any subsequent amendments of the Act and neither the Consultant's employees or contract personnel are, or shall be deemed, the Client's employees.
10.2 The Consultant has the right to perform Services for others during the term of this Agreement subject to clause 16 of this Agreement.
10.3 The Consultant has the sole right to control and direct the means, manner, and method by which the Services required under this Agreement will be performed. The Consultant shall select 10.3 The Consultant has the sole right to control and direct the means, manner, and method by which the Services required under this Agreement will be performed. The Consultant shall select the routes taken, starting and ending times, days of work, and order the work performed, unless explicitly requested by the Client and consented to by the Consultant in writing.
10.4 With the Client's written consent, the Consultant may obtain assistant(s) services as subcontractor(s) to provide the Services under this Agreement.
10.5 Neither the Consultant nor the Consultant's employees, nominees and representatives shall be required to wear any uniforms provided by the Client.
10.6 Neither the Consultant nor the Consultant's employees, nominees and representatives shall receive any training from the Client for the professional skills necessary to perform the Services required by this Agreement.
10.7 Neither the Consultant nor the Consultant's employees, nominees and representatives shall be required by the Client to devote full-time to the performance of the Services required by this Agreement.
11. Payment of Taxes
11.1 Under this Agreement, the Client shall not be responsible for:
- Withholding taxes from the Consultant's payments to employees or personnel or making payments on behalf of the Consultant.
- Making unemployment compensation contributions on the Consultant's behalf; and
- Making payments of taxes incurred while performing the Services under this Agreement, including all applicable income taxes and self-employment taxes.
11.2 The Consultant will charge the default 15% tax on its services, and this amount will be included on any and all invoices sent to the Client.
12. Indemnity
12.1 The Consultant shall release, defend, indemnifyand hold harmless the Client and its officers, agents and employees from all suits, actions or claims of any character, name or description including reasonable legal fees, brought on account of any injuries or damage, or loss (real or alleged) received or sustained by any person, persons or property, arising out of services provided under this Agreement or Consultant's failure to perform or comply with any requirements of this Agreement including, but not limited to any claims for personal injury, property damage, or infringement of copyright, patent, or other proprietary rights.
12.2 The Client reserves the right to retain whatever funds which would be due to the Consultant under this Agreement until such suits, action or actions, claim or claims for injuries or damages as aforesaid shall have been settled and satisfactory evidence to that effect furnished.
13. Confidentiality & Proprietary Information
13.1 During the course of the Parties' relationship, the Client may disclose certain confidential and proprietary information to the Consultant in order for the Consultant to fulfil its duties under this Agreement. The Consultant acknowledges that disclosure to an unauthorised third party or misuse of this proprietary or confidential information is against the best interests of the Client may cause loss or harm the Client. Accordingly, the Consultant will not disclose or use, either during or after the term of this Agreement, any proprietary or confidential information of the Client without the Client's prior written permission except to the extent necessary to perform the Services on the Client's behalf or comply with any laws or exercise of statutory power by a
13.2 Proprietary or confidential information includes, but is not limited to:
13.3 The written, printed, graphic, or electronically recorded materials furnished by Client for Consultant to use;
13.4 Any written or tangible information stamped "confidential," "proprietary," or with a similar legend, or any information that Client makes reasonable efforts to maintain the secrecy of, business or marketing plans or strategies, customer lists, operating procedures, trade secrets, design formulas, know-how and processes, computer programs and inventories, discoveries and improvements of any kind, sales projections, and pricing information; and
13.5 Information belonging to customers and suppliers of the Client about whom the Consultant gained knowledge as a result of the Consultant's Services to the Client.
13.6 Upon termination of the Consultant's Services to the Client, or at the Client's request, the Consultant shall deliver all materials to the Client in the Consultant's possession relating to the Client's business. The Consultant acknowledges any breach or threatened breach of confidentiality under this Agreement will result in irreparable harm to the Client for which damages would be an inadequate remedy. Therefore, the Client shall be entitled to equitable relief, including an injunction, in the event of such breach or threatened breach of confidentiality. Such equitable relief shall be in addition to Client's rights and remedies otherwise available at law.
13.7 Furthermore, proprietary information, under this Agreement, shall include:
13.8 The product of all work performed under this Agreement ("Work Product"), including without limitation all notes, reports, documentation, drawings, computer programs, inventions, creations, works, devices, models, works-in-progress and deliverables, will be the sole property of the Client, and Consultant hereby assigns to the Client all rights, title, and interest therein, including, but not limited to, all audiovisual, literary, moral rights and other copyrights, patent rights, intellectual property rights, trade secret rights, and other proprietary rights therein. Consultant retains no right to use the Work Product and agrees not to challenge the validity of the Client's ownership in the Work Product;
14. Assignment and Delegation
14.1 The Consultant may assign rights and may delegate duties under this Agreement to other individuals or entities acting as a subcontractor ("Subcontractor"). The Consultant recognises that they shall be liable for all work performed by the Subcontractor and shall hold the Client harmless of any liability in connection with their performed work.
14.2 The Consultant shall be responsible according to clause 14.3 for protecting any confidential or proprietary information that is shared with the Subcontractor in accordance with this section. If any such information is shared by the Subcontractor to any third party who then uses the information to cause pecuniary or reputational loss or damage to the Client, the Consultant shall be liable to pay reasonable costs to compensate for any loss suffered by the Client.
14.3 The Consultant shall be held liable for breaches that cause loss or damage to the Client by the Consultant's actual or constructive knowledge that the information is or will be used by an authorised Subcontractor for an unauthorised purpose.
15. Governing Law
15.1 This Agreement shall be governed under the laws of New Zealand.
16. Entire Agreement
16.1 This Agreement, along with any attachments or addendums, represents the entire agreement between the Parties. Therefore, this Agreement supersedes any prior agreements, promises, conditions, or understandings between the Client and Consultant. This Agreement may be modified or amended if the amendment is made in writing and is signed by both Parties.
16.2 This Agreement shall remain in effect in the event a section or provision is unenforceable or invalid. All remaining sections and provisions shall be deemed legally binding unless a court rules that any such provision or section is invalid or unenforceable, thus, limiting the effect of another provision or section. In such case, the affected provision or section shall be enforced as so limited.
17. Acceptance
17.1 By signing and returning this Agreement, the Client accepts the terms and conditions of the Agreement.
I look forward to working with you on this matter. Please feel free to ask for clarification at any time if required.
Yours faithfully,
STEFFANIE ZHANG
Principal Consultant
YJ Consulting
Signature
Date
I,
[CLIENT] acknowledge that I understand the contents of the contract, including my rights and obligations, and agree to be bound by the Terms of Engagement and Agreement.Signature
Date
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