Terms of Engagement
Last updated: 12 July 2026

These Terms of Engagement (Terms) apply to all services (Services) provided by Reqlarity (us, we, our) to you, the client (you, your).

These Terms, together with any Proposal we provide, form the entire agreement between us for any engagement.

We may change these Terms and will publish the change on our website. The change will bind you in respect of any matters on which we accept instructions after publication of the change whether or not we send you another copy of them.

1. Scope of services

1.1 The specific scope of the Services, including objectives, key activities, and any deliverables, will be detailed in the applicable Proposal. This ensures clarity on the Services to be undertaken by us for any engagement.

1.2 In instructing us to provide the Services you agree to be bound by this agreement whether or not you have signed the applicable Proposal.

2. Term

2.1 This agreement commences on the date we first provide to you the Services and continues until the Services are completed unless terminated in accordance with this agreement.

3. Obligations

3.1 In providing the Services, we shall:

(a) provide all personnel, processes, and resources required to provide the Services;

(b) comply with any reasonable directions from you;

(c) use appropriately skilled, qualified and experienced personnel;

(d) keep you fully advised of the progress of the Services and changes or possible changes to the scope or timing of the Services;

(e) comply with all relevant laws and maintain all licences, approvals and permits required in order to provide the Services; and

(f) without limiting cls 3(b) to 3(e), exercise that degree of skill, diligence, prudence and foresight which would reasonably and ordinarily be expected from a skilled, reasonable and experienced operator in the same or similar circumstances, with reference to best international standards and practice.

3.2 To enable us to provide the Services effectively, you agree to:

(a) provide us with clear, timely and accurate instructions;

(b) provide all necessary information, data and access to relevant personnel and systems as reasonably required by us; and

(c) make decisions and provide approvals in a timely manner.

4. Fees

4.1 You shall pay us the Fees for providing the Services specified in the applicable Proposal.

4.2 Any Fees quoted are only valid for a period of 20 Business Days following the date we provide the applicable Proposal.

4.3 You agree to reimburse us for all reasonable disbursements and out-of-pocket expenses incurred in connection with the provision of the Services specified in the applicable Proposal if any (e.g. travel, accommodation). These will be invoiced at cost.

5. Invoicing and payment

5.1 We will issue invoices on a monthly basis, unless otherwise agreed in the applicable Proposal.

5.2 Each invoice shall be in the form of a tax invoice for GST purposes.

5.3 Payment is due on the 20th day of the month following the date of the invoice, unless otherwise specified in the applicable Proposal. All fees are exclusive of GST.

5.4 If any invoice is not paid by the due date, we reserve the right to:

(a) charge interest on the overdue amount at a rate of 2% per month, calculated daily; and/or

(b) suspend the provision of Services until all outstanding amounts are paid in full.

5.5 If we have to spend any money on collecting, or attempting to collect, any overdue amount(s) from you (Collection Costs), then you must reimburse us for those Collection Costs.

5.6 Payments received from you will be applied first towards any accumulated disbursements, office charges and Collection Costs, and then any surplus will be applied towards payment of the overdue amount(s) in order of age (starting with the oldest invoice).

5.7 If you, in good faith, dispute the accuracy of any invoice, you shall, within 5 Business Days after receipt of the invoice, give notice of that fact to us. That notice shall state the basis of the dispute and give relevant supporting details. You shall pay the undisputed portion of the invoice and may withhold payment of the disputed portion. If the parties do not resolve the dispute within 5 Business Days of the date of the notice, the dispute shall be determined in accordance with cl 11.

5A. Public Workshops

5A.1 Application

This clause 5A applies where you register as an individual for a publicly available workshop, seminar, or training session advertised and booked through our website (Workshop). It sets out additional terms specific to Workshops, on top of the rest of these Terms. If this clause 5A conflicts with any other clause in these Terms, this clause 5A applies to the extent of the conflict.

5A.2 Registration and payment

(a) You register for a Workshop online and pay the Workshop fee (Workshop Fee) by credit card at the time of booking, or on receipt of invoice (by arrangement)

(b) Your place is confirmed only once we receive payment in full. We do not hold provisional places.

(c) The Workshop Fee exclude GST, unless stated otherwise at the time of booking.

(d) We process payment through a third-party payment provider. You are responsible for checking your booking details are correct before you submit payment.

(e) If you are booking using RBP Scheme co-funding under clause 5A.9, the amount payable by you at the time of booking is your Customer Contribution as defined in clause 5A.9, not the full Workshop Fee. You must enter your RBP co-funding code at the time of booking to calculate and pay the agreed Customer Contribution amount.

5A.3 Cancellation by you

(a) If you cancel 14 or more calendar days before the Workshop date, we refund 75% of the Workshop Fee. We retain the remaining 25% to cover administration and planning costs already incurred.

(b) If you cancel between 7 and 13 calendar days before the Workshop date, we refund 50% of the Workshop Fee.

(c) If you cancel between 48 hours and 6 calendar days before the Workshop date, we refund 25% of the Workshop Fee.

(d) If you cancel within 48 hours of the Workshop start time, no refund is payable.

(e) If you do not attend the Workshop without cancelling in accordance with this clause 5A.3, no refund is payable (No-Show).

(f) To cancel, you must notify us in writing at the email address given on your booking confirmation. Cancellation takes effect on the date we receive your notice, not the date you send it.

5A.4 Transfers and substitutions

(a) You may transfer your registration to another person at no charge, provided you notify us in writing at least 48 hours before the Workshop start time.

(b) Instead of cancelling, you may ask to move your registration to a future date of the same Workshop, subject to availability. We will use reasonable efforts to accommodate this, but it isn't guaranteed, and clause 5A.3 continues to apply if we can't.

5A.5 Cancellation or rescheduling by us

(a) We may cancel or reschedule a Workshop, including where minimum attendance numbers aren't met. If we cancel a Workshop, we will offer you a full refund or a transfer to a future date, at your choice.

(b) We are not liable for any other costs you incur as a result of a Workshop being cancelled or rescheduled, such as travel or accommodation.

5A.6 Pre-workshop requirements

(a) Where a Workshop includes a pre-workshop interview, you must schedule that interview within the timeframe we specify at booking. If you don't schedule it in time, we may need to limit your participation or move you to a later intake.

(b) Where a Workshop includes pre-work, you must complete that pre-work before attending. Coming prepared allows you and other participants to get full value from the Workshop.

5A.7 Conduct and participation

(a) You must participate in the Workshop in a manner that does not adversely affect the experience of other participants.

(b) If, in our reasonable opinion, your conduct is disruptive, offensive, or otherwise adversely affects other participants or the delivery of the Workshop, we may ask you to leave. If we do, no refund is payable, and clause 5A.3 does not apply.

5A.8 Chatham House Rule

(a) Workshops operate under the Chatham House Rule. You may use and share information and ideas raised during the Workshop, but you must not disclose the identity or organisation of any other participant, or attribute any comment to a specific person, without that person's consent.

(b) This clause 5A.8 continues to apply after the Workshop ends and after this agreement is terminated or expires.

5A.9 Regional Business Partner (RBP) co-funding

(a) If you are eligible for co-funding towards your Workshop Fee under the Regional Business Partner programme administered by the Ministry of Business, Innovation and Employment (MBIE) through its network of Regional Business Partners (RBP Scheme), you must tell us before you book.

(b) Where you have a confirmed RBP Scheme booking, the RBP Scheme covers part of the Workshop Fee, up to the amount specified on your booking (Booking Amount). You are responsible for the remaining part of the Workshop Fee (Customer Contribution), which you pay to us at the time of booking under clause 5A.2(e).

(c) We can only claim the Booking Amount from MBIE after you have attended the Workshop and paid your Customer Contribution in full. MBIE may require proof of your attendance and may contact you directly to confirm it.

(d) If you cancel, transfer, or don't attend the Workshop in circumstances that mean we can't claim the Booking Amount from MBIE, you are liable to us for the Booking Amount, in addition to anything forfeited under clause 5A.3. We will offset this against any refund otherwise due to you.

(e) You must provide all information and documentation we reasonably require to claim RBP Scheme co-funding, within the timeframe we specify. If you don't provide this in time, clause 5A.9(d) applies as though you had not attended.

(f) MBIE is not liable for any part of the Workshop Fee not covered by your Booking, and is not liable for, or responsible for recovering, the Customer Contribution.

(g) You acknowledge that information you give us in connection with your Booking may be shared with MBIE and your Regional Business Partner, and that MBIE may be required to disclose it under the Official Information Act 1982 or other public law obligations. We will otherwise handle your information in accordance with our Privacy Policy.

(h) We retain records relating to RBP Scheme Bookings, including your attendance and payment records, for as long as we are required to under our agreement with MBIE, which may be up to seven years after that agreement ends. MBIE or its auditors may inspect these records.

(i) RBP Scheme co-funding is approved at the discretion of MBIE and your Regional Business Partner, not by us. We are not liable if an application for co-funding is declined or delayed, and the cancellation terms in clause 5A.3 apply regardless of the status of any co-funding application.

(j) If our agreement to provide services under the RBP Scheme ends for any reason, we will tell you and, if your Workshop hasn't yet happened, refer you back to your Regional Business Partner for advice. This doesn't entitle you to a refund beyond what clause 5A.3 provides.

6. Intellectual Property

6.1 All Intellectual Property which is owned by, or is proprietary to, a party at the date of this agreement shall remain owned exclusively by that party.

6.2 Any new Intellectual Property which is created as a result of, or in connection with, the provision of the Services, or otherwise in connection with this agreement, shall be jointly owned by us and you, and shall not be used by a party for any purposes other than this agreement without the written consent of the other party.

6.3 Nothing in this agreement confers on a party any right or interest in, or licence to use, or permit to be used, any of the other party's Intellectual Property except that we shall have a non-exclusive licence to use your Intellectual Property to the extent required to give effect to this agreement and provide the Services. That licence will expire immediately on termination of this agreement.

7. Confidentiality

7.1 Subject to cl 7.2, each party shall keep the other party's Confidential Information confidential and use it only for the purposes of this agreement.

7.2 Confidential Information may be disclosed by a party if:

(a) disclosure is required by law, or necessary to comply with the listing rules of any recognised stock exchange;

(b) disclosure is necessary to obtain the benefits of, and fulfil obligations under, this agreement;

(c) that information already is, or becomes, public knowledge other than as a result of a breach of cl 7.1 by that party; or

(d) disclosure is made to a bona fide financier or potential financier of that party, or to a bona fide purchaser or potential purchaser of all or part of the business of, or the shares in, that party, so long as: (i) that party has notified the other party of the proposed disclosure; and (ii) the person to which disclosure is to be made has entered into a confidentiality agreement in a form reasonably acceptable to the other party; or

(e) disclosure is made to a lawyer or accountant for that party.

7.3 If either party is required by cl 7.2(a) to make a disclosure or announcement, it shall, before doing so:

(a) give to the other party the maximum notice reasonably practicable in the circumstances, specifying the requirement under which it is required to disclose the Confidential Information, and the precise Confidential Information which it is required to disclose;

(b) comply with all reasonable directions by the other party to contest or resist the requirement to disclose the Confidential Information; and

(c) consult in good faith with the other party, with a view to agreeing upon the form and timing of the disclosure or announcement.

7A. Use of AI tools

7A.1 We use AI tools to support the delivery of our Services, including for research, drafting, analysis, and report generation. Our use of AI is governed by our AI Policy, published at reqlarity.co/ai-policy, which forms part of these Terms.

7A.2 When using AI tools in connection with your engagement, we:

(a) anonymise your confidential information before inputting it into AI tools, removing organisation names, individual names, financial specifics, and other identifying details;

(b) do not upload complete client documents to AI platforms;

(c) use paid, professional-grade AI platforms with training opt-out enabled, meaning your data is not used to train AI models; and

(d) review and revise AI-generated content before including it in any consulting deliverable.

7A.3 If your engagement includes use of the Strategic Practices Assessment platform, the following additional terms apply:

(a) The executive summary, dimension interpretations, communication diagnostic, and competition narrative sections of the report are generated automatically by Claude, an AI model developed by Anthropic, without manual review by Reqlarity between generation and delivery.

(b) The data sent to Anthropic during report generation is anonymised. It does not include your organisation name, requester name, or requester email address. The assessment is identified only by a short alphanumeric code. Full details of what is sent are in our Privacy Policy at reqlarity.co/privacy-policy.

(c) Free-text comments entered by respondents are included in the data sent to Anthropic as written. Respondents should avoid including names or identifying details of third parties in their comments.

(d) The scored data, charts, and response distributions in the report are calculated independently of AI.

(e) AI-generated sections of the report describe what the data shows. They do not constitute strategic recommendations. You decide what the findings mean and what action, if any, to take.

7A.4 If you operate in a regulated sector or have specific requirements around AI use or data handling, you must notify us before the engagement begins. We will document any agreed arrangements in the applicable Proposal.

7A.5 You may request that we do not use AI tools on your engagement by notifying us in writing before work begins. This may affect the scope, timeline, and fees of the engagement, which we will discuss with you before proceeding.

8. Force majeure

8.1 Neither party shall be liable for any failure or delay in complying with any obligation imposed on that party under this agreement if the failure or delay arises directly or indirectly from an event or circumstance reasonably unforeseeable or beyond that party's control and not arising from the fault or insolvency of that party (Event). The following are included as events or circumstances reasonably unforeseeable or beyond a party's control: act of God; earthquake, flood, fire, storm and adverse weather conditions or natural events for which provision could not reasonably have been made; interruption or failure of any utility services, or unpredictable delays which could not reasonably be prevented in delivery of materials, equipment or services necessary for the compliance by that party with an obligation under this agreement; sabotage, riot, civil disturbance, explosion, terrorist acts, insurrection, epidemic, national emergency (whether in fact or law) or act of war (whether declared or not); act or omission of any authority not directly or indirectly arising from any act or omission by that party, its agents, representatives or advisors; governmental restraint, sanction, expropriation, prohibition, intervention, direction or embargo; strike, lockout, work stoppage or other labour hindrance.

8.2 A party which wishes to rely on cl 8.1 shall give to the other party written notice as soon as possible but within 5 Business Days after becoming aware of the Event or likelihood of the Event, providing details of the nature, expected duration and effect of the Event, and keep the other party informed of any changes in the nature of the cause and of the cessation of the Event; and use its reasonable endeavours to mitigate the effects of the Event and to perform its obligations under this agreement within the time specified, despite the Event.

8.3 Cl 8.1 does not excuse a party from any obligation to make a payment when it falls due under this agreement.

8.4 If a party is unable to comply with any obligation imposed on it under this agreement as a result of an Event for 20 consecutive Business Days, either party may cancel this agreement by giving written notice to the other party. Cancellation under this clause shall not prejudice the rights of either party in respect of any matter or thing occurring under this agreement prior to cancellation.

9. Termination for breach

9.1 If in respect of either party: (a) that party materially breaches this agreement and fails to remedy the breach to the other party's reasonable satisfaction within 20 Business Days after receiving notice from the other party specifying the breach or failure and requiring remedy; or (b) that party ceases to carry on all or substantially all of its business or operations; or (c) that party is, becomes or is deemed to be unable to pay its debts, insolvent or bankrupt, makes an assignment for the benefit of its creditors generally, or goes into receivership or voluntary administration; or (d) anything analogous to an event in cl 9.1(c) occurs in respect of that party; or (e) any resolution is passed, or any proceeding is commenced, for the dissolution of that party; the other party may, by notice to that party, terminate this agreement.

9.2 Expiry or termination of this agreement is without prejudice to any other right, power or remedy either party has in respect of a default by the other party and shall not terminate cls 6, 7, 5A.8, 5A.9(g) and 5A.9(h), and 7A, which shall continue in force notwithstanding expiry or termination.

10. Liability

10.1 To the maximum extent permitted by law, our total aggregate liability to you for any claim, damage, loss or expense arising out of or in connection with this agreement or the Services (whether in contract, tort, or otherwise) is limited to the total Fees (excluding GST and disbursements) paid by you to us.

10.2 We will not be liable for any indirect, consequential or special loss, or for any loss of profit, revenue or business opportunity.

10.3 You agree to indemnify us against any loss, damage or liability incurred by us arising from any breach by you of your obligations under this agreement, or from any wrongful act or omission by you or your employees.

11. Dispute

11.1 Any dispute, difference or question arising out of, or in connection with, this agreement (Dispute) must be resolved in accordance with the procedures set out in this clause.

11.2 A party claiming that a Dispute has arisen must give written notice to the other party specifying the nature of the Dispute (Dispute Notice). On receipt of a Dispute Notice, the parties must use their best endeavours to resolve the Dispute by good faith negotiation within 10 Business Days.

11.3 If the Dispute is not resolved by negotiation within 10 Business Days of the Dispute Notice, the Dispute must be referred to mediation. The mediation shall be conducted by a single mediator agreed upon by the parties. If the parties cannot agree on a mediator within 5 Business Days of the Dispute being referred to mediation, a mediator will be appointed by the President for the time being of the New Zealand Law Society (or their nominee).

11.4 The mediation shall be conducted in Wellington in accordance with the Resolution Institute Mediation Rules. The costs of the mediator will be shared equally between the parties, who will otherwise bear their own costs. All discussions in the mediation are confidential and without prejudice, and will not be admissible in any subsequent arbitration or court proceedings.

11.5 If the Dispute is not resolved within 20 Business Days of the appointment of the mediator (or such further period as the parties may agree in writing), either party may refer the Dispute to arbitration by giving written notice to the other party.

11.6 The arbitration will be conducted by a single arbitrator agreed upon by the parties. If the parties cannot agree on an arbitrator within 10 Business Days of the referral to arbitration, an arbitrator will be appointed by the President for the time being of the New Zealand Law Society (or their nominee). The arbitration shall be conducted in Wellington in accordance with the Arbitration Act 1996 and its Schedules. The arbitrator's award will be final and binding on the parties.

11.7 Nothing in this clause prevents a party from seeking urgent interlocutory relief from a court of competent jurisdiction.

11.8 Pending resolution of a Dispute, the parties must continue to perform their obligations under this agreement to the greatest extent possible.

12. Assignment and subcontracting

12.1 Neither party shall directly or indirectly assign, transfer or otherwise dispose of any of its rights or interests in, or any of its obligations or liabilities under, or in connection with, this agreement except with the prior consent of the other party, such consent not being unreasonably or arbitrarily withheld or delayed.

12.2 We shall not subcontract the performance of the Services or any other obligation of us under this agreement except with the prior consent of you, such consent not being unreasonably or arbitrarily withheld or delayed.

12.3 We shall notwithstanding any subcontracting remain liable to you for the performance of the Services and of the other obligations of us under this agreement.

13. Notices

13.1 Every notice or other communication (Notice) for the purposes of this agreement shall be in writing and be delivered in accordance with cl 13.2.

13.2 A Notice may be given by delivery to the physical address of the relevant party; posting it by pre-paid post to the postal address of the relevant party; or sending it by email to the email address of the relevant party.

13.3 A Notice given by delivery is deemed to be received at the time of delivery. A Notice given by pre-paid post is deemed to be received 3 Business Days after the date of posting. A Notice given by email is deemed to be received at the time of transmission if sent between 9am and 5pm local time on a local working day, or at 9am on the next local working day if sent outside those hours.

14. General

14.1 No amendment to this agreement is effective unless it is in writing and signed by both parties.

14.2 Nothing in this agreement shall create or evidence any partnership, joint venture, agency, trust or employer/employee relationship between the parties, and a party may not make, or allow to be made, any representation that any such relationship exists between the parties.

14.3 If any provision of this agreement is or becomes unenforceable, illegal or invalid for any reason it shall be deemed to be severed from this agreement without affecting the validity of the remainder of this agreement.

14.4 No failure or forbearance by a party to exercise, or delay in exercising, any right, power or remedy under this agreement shall operate as a waiver of that right, power or remedy. A waiver of any breach shall not be effective unless in writing and signed by the party against whom the waiver is claimed.

14.5 This agreement is governed by the laws of New Zealand, and the parties submit to the non-exclusive jurisdiction of the courts of New Zealand in respect of any dispute or proceeding arising out of this agreement.

14.6 Definitions

In this agreement unless the context otherwise requires:

AI Policy means the Reqlarity AI Policy published at reqlarity.co/ai-policy, as updated from time to time.

Anthropic means Anthropic PBC, the developer of the Claude AI model.

Business Day means any day other than a Saturday, Sunday or a statutory public holiday in Wellington.

Confidential Information means the existence and terms of this agreement and all information obtained from the other party under this agreement or in the course of negotiations in respect of this agreement.

Default Rate means 12% per annum.

GST means goods and services tax chargeable, or to which a person may be liable, under the Goods and Services Tax Act 1985.

Intellectual Property means, in respect of any person, all intellectual and industrial property rights and interests (including common law rights and interests) owned or held by that person, or lawfully used by that person, including without limitation patents, trade marks, service marks, copyright, registered designs, trade names, symbols, and logos; patent applications and applications to register trade marks, service marks and designs; and formulae, methods, plans, data, drawings, specifications, characteristics, equipment, designs, inventions, discoveries, improvements, know-how, experience, software products, trade secrets, price lists, costings, brochures and other information used by that person.

MBIE means the Ministry of Business, Innovation and Employment.

RBP Scheme means the Regional Business Partner programme administered by MBIE through its network of Regional Business Partners.

Workshop, Workshop Fee, Booking Amount and Customer Contribution have the meanings given in clause 5A

14.7 In this agreement, unless the context otherwise requires, headings are to be ignored in construing this agreement; the singular includes the plural and vice versa; references to individuals include companies and other corporations and vice versa; a reference to a statute or other law includes regulations and other instruments under it and consolidations, amendments, re-enactments or replacements of any of them; reference to any document includes reference to that document as amended, novated, supplemented, or replaced from time to time; written and in writing include any means of reproducing words, figures or symbols in a tangible and visible form; references to money are to New Zealand dollars.