Terms of Engagement

1. Scope of these terms

These terms apply to all advisory mandates undertaken by PH Capital Advisory Limited (PHCA, we, us) on behalf of clients (you). They are read alongside any mandate letter or engagement agreement issued in connection with a specific engagement. Where there is a conflict, the mandate letter prevails.

By engaging PHCA, you confirm that you have read and accepted these terms.

2. Advisory scope

PH Capital Advisory provides strategic, commercial, governance, and capital advisory services. PHCA does not act as a broker, placement agent, financial adviser, investment adviser, legal adviser, tax adviser, or accounting adviser.

Any capital raising, investor preparation, strategic review, governance review, or advisory work is provided for general commercial and strategic purposes only. It does not constitute financial advice, legal advice, tax advice, accounting advice, investment advice, or an offer to arrange, issue, sell, or place securities.

PHCA does not guarantee that any company will raise capital, secure investment, complete a transaction, enter a market, achieve a valuation, or obtain any specific commercial outcome.

Clients remain responsible for their own business decisions, investor relationships, legal documentation, financial modelling, tax position, accounting treatment, regulatory compliance, and any decisions made by directors, shareholders, investors, or management.

Where appropriate, clients should obtain advice from qualified legal, tax, accounting, financial, or regulatory advisers before making decisions or entering into binding arrangements.

3. Nature of the advisory relationship

PHCA provides independent capital strategy, governance, and commercial advisory services to founders, boards, and major shareholders of privately held companies.

PHCA does not act as a broker, placement agent, financial adviser, investment adviser, law firm, accounting firm, or tax adviser. Nothing in any engagement constitutes financial, legal, tax, or investment advice. You should obtain independent professional advice in each of those areas before making decisions that require it.

PHCA does not guarantee that capital will be raised, that a transaction will complete, or that any commercial outcome will be achieved as a result of the engagement.

4. Mandate structure and fees

Engagements are usually structured as defined mandates rather than open-ended retainers. The scope, duration, deliverables, and fee for each mandate are set out in the relevant mandate letter.

Fees are invoiced as set out in the mandate letter. Unless otherwise agreed, invoices are payable within 14 days of the invoice date. GST applies to all fees where PHCA is registered for GST.

PHCA reserves the right to suspend work where invoices remain outstanding beyond the agreed payment terms.

5. Confidentiality

PHCA will hold all information provided by you in connection with the engagement in confidence and will not disclose it to third parties without your consent, except where required by law or where disclosure is necessary to obtain professional services in support of the engagement (for example, legal or accounting input).

You agree to hold in confidence any proprietary frameworks, processes, or materials provided by PHCA in the course of an engagement.

6. Intellectual property

All proprietary frameworks, methodologies, and materials developed by or belonging to PHCA prior to or independent of any engagement remain the property of PHCA.

Work product created specifically for your engagement and delivered as part of the agreed scope is licensed to you for your internal use. That work product may not be reproduced, on-sold, or distributed without the prior written consent of PHCA.

7. Limitation of liability

To the maximum extent permitted by law, PHCA's liability to you in connection with any engagement is limited to the fees paid by you to PHCA in respect of that engagement in the 12 months preceding the event giving rise to the claim.

PHCA is not liable for any indirect, consequential, special, or incidental loss or damage, including loss of profit, loss of revenue, or loss of opportunity, however arising.

Nothing in these terms limits liability that cannot be excluded under applicable law, including the Consumer Guarantees Act 1993 where it applies.

8. Termination

Either party may terminate a mandate by providing written notice as specified in the relevant mandate letter. On termination, fees are payable for all work completed to the date of termination. PHCA will issue a final invoice for work completed and reasonable costs incurred to that point.

PHCA may terminate an engagement immediately if you breach a material term of these conditions or the mandate letter and fail to remedy that breach within 7 days of written notice.

9. Governing law

These terms and any engagement are governed by the laws of New Zealand. Any dispute arising from an engagement will be subject to the non-exclusive jurisdiction of the New Zealand courts.

10. Updates to these terms

PHCA may update these terms from time to time. The version published on this website at the time an engagement commences will apply to that engagement unless the mandate letter specifies otherwise.

Enquiries regarding these terms should be directed to peter@peterhowell.co.nz.