Terms of Service

Who we are and when these Terms apply

Crescellere Limited (New Zealand company number 9255253, NZBN 9429052170065), trading as YJ Consulting (YJ, we, us or our), is an Auckland-based management consultancy. In these Terms, you means the client named in the relevant Engagement Documents and, where the context requires, a visitor to this website.

These Terms apply to a consulting engagement only when YJ gives or makes them available to you before acceptance and the relevant proposal, engagement letter or other written agreement expressly incorporates them. The version supplied or linked at that time forms part of that engagement.

How a binding engagement is formed

A binding engagement is formed when YJ issues or confirms the Engagement Documents and a person with legal capacity and authority to bind the client accepts them after having a reasonable opportunity to review them. Acceptance may occur by:

signing or electronically signing the Engagement Documents;
clearly confirming acceptance by email or another agreed written channel;
selecting an unticked electronic acceptance control that identifies and links the documents being accepted; or
instructing YJ to begin or continue work after YJ has stated in writing that the instruction will constitute acceptance.

Silence, visiting the website, or sending a preliminary enquiry is not acceptance. If you accept for an organisation, you confirm that you have authority to bind it. We may ask for reasonable identity or authority verification before beginning or continuing work.

Electronic records, counterparts and electronic signatures may be used to the extent permitted by law. We will provide or make available a durable copy of the accepted documents. Please keep that copy for your records.

Contract documents and priority

The Engagement Documents are the accepted proposal or engagement letter, agreed scope or schedule, quote or fee schedule, these Terms, and any later written variation agreed by both parties.

If those documents are inconsistent, the following order applies:

a later written variation or approval agreed by both parties;
the proposal or engagement letter;
an engagement-specific scope, schedule, quote or fee schedule; and
these Terms.

A specific term prevails over a general term. An invoice does not retrospectively introduce a new contractual term. To the extent permitted by law, the Engagement Documents record the agreement about the engagement and replace earlier discussions about the same subject. Nothing in this clause excludes liability for misleading conduct or prevents a court or tribunal considering a pre-contract statement where the law requires it.

Services, scope and timing

We will provide the services and deliverables described in the Engagement Documents with reasonable care and skill. Depending on the agreed scope, services may include management consulting, organisational and operational improvement, people and workplace systems, change support, business research, evidence organisation or bilingual project support.

A request outside the agreed scope is a change request. Before carrying out material additional work, we will explain the likely effect on scope, timing and fees and obtain written agreement. We are not required to carry out out-of-scope work until that change is agreed.

Dates and timeframes are estimates unless the Engagement Documents expressly make one a firm commitment. We will keep you reasonably informed of progress and tell you about a material unexpected delay, change or complication. We do not guarantee a commercial, regulatory, employment, immigration, dispute or other outcome controlled by a client or third party.

We may use suitably qualified personnel, contractors or service providers where reasonably required to deliver the services, subject to appropriate confidentiality and handling controls. Where you separately engage an independent lawyer, accountant or other specialist, that professional's own agreement governs their work.

Your responsibilities

You agree to:

provide timely, accurate and complete instructions, information and documents relevant to the agreed scope;
tell us promptly if information, assumptions, priorities, authority or circumstances change;
make decisions, give approvals and provide access reasonably needed for the work;
have the right to provide material and personal information you give us and identify any handling restriction;
review deliverables and raise a material factual error or concern promptly; and
remain responsible for business decisions and for whether and how recommendations are implemented.

Unless verification is part of the agreed scope, we may rely on information supplied by you or an authorised third party. A delay or additional cost caused by missing, late or inaccurate information may require a written change to the engagement.

Communications and electronic records

We may communicate and exchange documents by email and any other electronic channel agreed for the engagement. You must keep your nominated contact details current and tell us promptly if an account or device may have been compromised.

Important instructions, scope changes, fee approvals, deliverable approvals and termination notices should be recorded in writing. Official YJ email communications will use an address ending in @yjconsulting.org. If a payment or bank-detail message appears unusual, verify it with us through a previously confirmed contact method before acting.

Electronic communication carries ordinary delivery, security and compatibility risks. Each party will use reasonable care, but neither party can guarantee that every electronic message will be uninterrupted, timely or free from interception.

Fees, GST and expenses

The Engagement Documents state whether fees are fixed, hourly, staged or calculated on another agreed basis. Unless stated otherwise, amounts are in New Zealand dollars and exclude GST, which will be added where applicable.

A fixed fee covers only the stated scope. Hourly work, time units, rates and any out-of-scope rate apply only if identified in the Engagement Documents. Any administrative or office service charge also applies only if those documents expressly state it.

An estimate is not a fixed quote. It depends on the assumptions stated with it. You must tell us if an assumption is wrong or changes. We will tell you if we reasonably expect a material overrun and, where practicable, provide an updated estimate or change request before continuing affected work.

You authorise reasonably necessary disbursements and third-party expenses identified in the Engagement Documents or agreed scope. We will identify them separately on an invoice. Where a material or unanticipated third-party cost arises, we will seek your approval before incurring it where practicable.

If an invoice is sent to or expected to be reimbursed by another person, you remain responsible for payment unless YJ expressly agrees in writing that the other person replaces you as payer.

Invoices and payment

We may invoice at the intervals stated in the Engagement Documents, periodically as work progresses, on completing a stage or the engagement, and when an engagement ends. Each invoice is payable by the due date agreed in the Engagement Documents. An invoice may restate that date but cannot shorten or otherwise change it. If no due date was agreed, payment is due within a reasonable time after you receive the invoice.

Tell us promptly if you believe an invoice contains an error and pay any undisputed amount by its due date. If payment is overdue, we may, after reasonable notice where practicable, suspend work, require payment or reasonable security before resuming, and recover reasonable collection costs. Interest applies only if its rate and basis were disclosed in the Engagement Documents and the charge is permitted by law.

We may require an agreed prepayment or security for fees and expenses. We will apply it as stated in the Engagement Documents. On written request after the relevant work ends, we will return any unused balance after deducting fees, approved disbursements, expenses and other amounts properly due under those documents. If payment difficulty arises, contact us promptly to discuss a possible arrangement; we are not obliged to accept one.

Confidentiality and privacy

We will hold information about you and your affairs in confidence and limit access, as far as practicable, to people who need it for authorised work. We may use or disclose confidential information only:

as reasonably necessary to carry out your instructions;
with your express or reasonably implied authority;
to an authorised contractor, provider or professional adviser subject to appropriate obligations;
as reasonably necessary to obtain advice, notify an insurer, or establish, exercise or defend a legal right in a complaint or dispute; or
where required by law or a binding order, or where a specific legal exception applies, in each case only to the extent reasonably necessary.

Our Privacy Policy explains how we collect, use, store, disclose and protect personal information, including information processed by approved service providers. A stricter engagement-specific confidentiality or information- handling arrangement prevails where the parties agree it in writing.

Contacting YJ does not by itself create legal professional privilege. If privilege may matter, obtain advice from a practising lawyer before sharing material. See our legal information and service scope.

Documents and records

We may keep engagement records electronically. We may dispose of duplicates, transitory material and documents that belong to us, but we will not knowingly destroy an original where its original form has legal or evidential significance.

On request, we will provide documents you are entitled to receive, subject to identity, authority, confidentiality, privilege, third-party rights, lawful withholding grounds and reasonable retrieval or delivery costs. We may retain copies for legitimate business, insurance, complaint, dispute or legal purposes.

Unless a different period is agreed or required, we may securely delete or destroy engagement files seven years after the engagement ends. We may retain particular records longer where law, tax, insurance, a complaint, a dispute, a legal hold or another lawful purpose requires it. Tell us in writing before the retention period ends if a special preservation arrangement is required.

Intellectual property

You retain ownership of material you provide and grant us the rights reasonably necessary to use it for the engagement. You confirm that our authorised use will not infringe another person's rights.

YJ retains ownership of its pre-existing and general methodologies, tools, frameworks, templates, know-how, website content and branding. Unless the Engagement Documents provide a different arrangement, YJ also owns copyright in engagement deliverables and grants the client a non-exclusive, non-transferable licence to use those deliverables for the client's own internal business purposes.

External publication, adaptation, resale, sublicensing or third-party reliance requires YJ's prior written agreement unless the Engagement Documents expressly permit it. We may use general skills, experience and techniques gained through the work, provided that we do not disclose your confidential information or personal information unlawfully.

Professional boundaries and reliance

YJ Consulting is a management consultancy, not a law firm. It does not provide legal advice, legal representation or work reserved by law for practising lawyers. Public-source legal research is information and research support, not a legal opinion or case-specific legal conclusion.

Where a matter requires legal, accounting, immigration, financial or another regulated professional service, you remain responsible for obtaining advice from a suitably qualified and authorised professional. Any recommendation or introduction of an independent professional is not a guarantee of their work.

Our duty in an engagement is owed to the contracting client for the agreed purpose. No director, shareholder, employee, family member, associated entity or other third party may rely on a deliverable unless YJ expressly agrees in writing. Deliverables speak as at the date stated and for the facts and scope on which they were prepared. We have no ongoing duty to update them after the engagement ends unless agreed in writing.

Liability and statutory rights

These Terms do not by themselves contract out of the Fair Trading Act or Consumer Guarantees Act. Any agreement to contract out under section 5D of the Fair Trading Act or section 43 of the Consumer Guarantees Act must identify the relevant provision expressly in the Engagement Documents and may apply only between parties in trade where every statutory requirement is met, including that the written agreement is fair and reasonable. This paragraph does not contract out of any other statutory provision.

Subject to the paragraph above, and unless the Engagement Documents state a different cap, YJ's aggregate liability to you in connection with an engagement, whether in contract, tort (including negligence), equity or otherwise, is limited to the total fees paid or payable to YJ under that engagement. The cap does not apply to fraud or wilful misconduct, or to liability that cannot lawfully be limited.

To the extent permitted by law, YJ is not responsible for loss to the extent caused by inaccurate, incomplete or late client or third-party information outside an agreed verification scope; a client's decision about whether or how to implement a recommendation; unauthorised third-party reliance; or an event outside YJ's reasonable control. This clause does not reduce our obligation to exercise reasonable care and skill.

Conflicts, suspension and termination

We take reasonable steps to identify and manage an actual or potential conflict of interest. If a conflict cannot be managed appropriately, we may need to decline or end affected work. We will explain the position to the extent confidentiality and law allow.

You may terminate an engagement at any time by written notice. We may suspend or terminate an engagement for a material breach, material undisputed fees remaining overdue after reasonable notice, a conflict, missing instructions or information, unlawful or unsafe instructions, a breakdown of necessary trust and cooperation, or where the work becomes impracticable. We will give reasonable notice and an opportunity to address a remediable issue where practicable, but may act immediately if necessary to comply with law, protect a person or information, or prevent material harm.

On termination, you must pay fees, approved disbursements and expenses incurred up to the effective termination date. Confidentiality, privacy, records, intellectual property, reliance, liability, payment and dispute provisions continue to the extent their nature requires.

Feedback, complaints and disputes

Please raise a concern promptly with the person responsible for the engagement. If it is not resolved, email steff@yjconsulting.org and ask for it to be reviewed by the Principal Advisor. We will consider the concern in good faith and try to agree a fair resolution.

If direct discussion does not resolve a dispute, either party may propose mediation in Auckland. The mediator will be agreed by the parties or, if they cannot agree, appointed through the Resolution Institute or its successor. Unless otherwise agreed or directed, the parties will share the mediator's fees equally and bear their own other costs.

Nothing in this process prevents urgent interim relief, a claim in the Disputes Tribunal or a court with jurisdiction, or a complaint to the Commerce Commission, Office of the Privacy Commissioner or another competent regulator where that route is available.

Website use and external links

Website material is general information, not tailored advice or a promise of a particular result. Do not make a material decision in reliance on it without checking whether it is current, complete and suitable for your circumstances and, where appropriate, obtaining qualified professional advice.

Links to third-party websites and services are provided for convenience. YJ does not control their content, availability, security, privacy practices or terms, and a link does not by itself endorse the third party. Review the third party's terms and privacy information before using its service.

Website content, logos, templates and resources remain subject to the intellectual-property terms above. Ordinary linking and fair dealing permitted by law are not restricted. Any resource with its own stated licence or permitted use is governed by that statement.

Changes, governing law and general terms

We may update the public version of these Terms for future engagements. An update does not retrospectively change an existing engagement. A material change to an existing engagement applies only if made in accordance with the Engagement Documents and accepted by both parties.

New Zealand law governs these Terms and the Engagement Documents. Subject to any mandatory statutory forum or right, the courts of New Zealand have non-exclusive jurisdiction.

If a provision is invalid or unenforceable, it is to be read down to the minimum extent necessary or severed, without affecting the remaining provisions. A delay or failure to enforce a right is not a waiver. A waiver must be in writing and applies only to the matter identified.

If a translation is provided, it is for accessibility and convenience. The English version prevails to the extent permitted by law if there is an inconsistency. This does not limit rights arising from a misleading or inaccurate translation.

Contact us

Questions about these Terms or a proposed engagement can be sent to steff@yjconsulting.org.

Before accepting an engagement, ask us to clarify any term you do not understand and obtain independent advice if you need it. The engagement-specific documents should record any agreed exception or variation.

These Terms are effective from 16 August 2026. The version incorporated into an accepted engagement remains the relevant version for that engagement unless the parties later agree otherwise in writing.

A clear agreement before work begins.

A specific written engagement

Express acceptance

Specific terms come first

Mandatory rights remain