Terms of Use

1. About These Terms

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These Terms of Use ("Terms") govern your access to and use of www.catoltd.com (the "Website"), operated by CATO, trading as CATO ("CATO", "we", "us" or "our").

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CATO is an independent, expert-led advisory and delivery platform based in New Zealand.

These Terms apply to the Website and other CATO-operated informational web pages that expressly refer to them.

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By accessing or using the Website, you agree to comply with these Terms to the extent permitted by applicable law.

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If you do not agree with these Terms, you should discontinue use of the Website.

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Please read these Terms together with our Privacy Policy and Confidentiality Statement.

These Terms concern the use of our Website. They do not independently establish the terms of a professional engagement with CATO.

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2. About CATO

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CATO connects organisations with experienced practitioners who provide specialist expertise, independent perspectives and practical support across complex organisational and commercial challenges.

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Our services may include:

• Advisory and delivery engagements;
• Expert access and specialist consultations;
• Retained advisory arrangements;
• Executive Labs, workshops and professional briefings;
• Professional development and educational programmes; and
• Other specialist advisory and capability-building services.

The Website provides general information about CATO, its capabilities, services, practitioners, events and professional activities.

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Descriptions of services, methodologies, programmes and potential outcomes are provided for general informational purposes.

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The availability, scope and commercial terms of any particular service will be determined separately.

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3. Website Information and Professional Advice

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3.1 General information only

Unless expressly stated otherwise, information published on the Website is provided for general business and educational purposes.

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Website content may include commentary, insights, articles, frameworks, examples, professional perspectives and descriptions of advisory methodologies.

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Such information does not constitute advice tailored to the circumstances of any particular individual or organisation.

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In particular, general Website content should not be treated as a substitute for appropriately qualified:

• Legal advice;
• Financial, investment or taxation advice;
• Accounting or audit advice;
• Regulatory or compliance advice; or
• Other professional or specialist advice.

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3.2 No professional relationship created

Accessing the Website, reading its content, downloading publicly available materials, submitting an enquiry or communicating with CATO does not, by itself, establish a client, adviser, consultant or other professional engagement relationship.

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A professional engagement with CATO is ordinarily established through a separately agreed written arrangement defining the relevant scope, responsibilities, commercial terms and other applicable conditions.

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3.3 Independent assessment

You are responsible for evaluating whether information presented on the Website is appropriate for your particular circumstances.

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You should obtain appropriate professional advice before making material business, financial, legal, operational or strategic decisions.

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3.4 No guarantee of results

CATO seeks to communicate its services accurately and responsibly.

However, examples, case studies, professional commentary, anticipated benefits and descriptions of potential outcomes do not constitute guarantees of future performance or results.

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Actual outcomes depend on the circumstances of each engagement, including information availability, implementation decisions, organisational conditions and other relevant factors.

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Any express performance commitments agreed with a client will be governed by the applicable engagement agreement.

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4. Enquiries and Professional Engagements

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4.1 Submitting an enquiry

The Website may allow you to submit business enquiries, request consultations, arrange introductory discussions or express interest in CATO services.

Submitting an enquiry does not:

• Require CATO to accept or undertake an engagement;
• Guarantee the availability of a particular practitioner;
• Establish any obligation to provide advice or services;
• Constitute acceptance of a proposed commercial arrangement; or
• Create an exclusive relationship between you and CATO.

CATO may assess enquiries and determine whether a potential engagement is appropriate, subject to applicable law.

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4.2 Proposals and service information

Any service descriptions, indicative pricing, availability statements or commercial information displayed on the Website are subject to confirmation unless expressly identified as a binding offer.

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A proposal, scope of work or commercial quotation may be subject to additional conditions, including approval, availability, conflict checks and execution of a written agreement.

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4.3 Separate engagement agreements

Professional services supplied by CATO are governed by their applicable agreements, which may address:

• Scope of services and deliverables;
• Fees, expenses and payment terms;
• Roles and responsibilities;
• Confidentiality and information security;
• Intellectual property and ownership of deliverables;
• Professional liability and risk allocation;
• Engagement duration and termination; and
• Applicable dispute resolution procedures.

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Where an executed engagement agreement conflicts with these Website Terms in relation to the relevant professional services, the engagement agreement takes precedence to the extent of that conflict.

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Nothing in these Website Terms modifies an existing client or practitioner agreement without the agreement of the relevant parties.

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5. Practitioner Network and Applications

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CATO may invite experienced professionals, advisers and specialist practitioners to express interest in joining its professional network.

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Applications may be submitted through the Website or other authorised channels.

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5.1 Accuracy of information

Applicants are responsible for ensuring that information they provide is accurate, current and not materially misleading.

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This includes representations concerning professional experience, employment history, qualifications, certifications, professional memberships and specialist capabilities.

Applicants must have the necessary authority to submit any third-party information, professional references or supporting materials they provide.

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5.2 Application assessment

CATO may assess an applicant's experience, qualifications, suitability and alignment with relevant professional opportunities.

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CATO is not obliged to accept an application, include an individual in its network or provide professional assignments.

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Inclusion in the CATO practitioner network does not guarantee:

• Client introductions;
• Paid professional engagements;
• Any minimum level of work;
• Exclusivity; or
• An ongoing contractual relationship.

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5.3 Professional engagements

Any engagement involving a practitioner will be subject to separately agreed commercial, professional and contractual arrangements.

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Nothing in these Terms creates an employment, partnership, agency or joint venture relationship between CATO and an applicant or practitioner.

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5.4 Practitioner information

Professional information submitted to CATO may be used to assess applicants, administer its network and consider suitable professional engagements, subject to our Privacy Policy and applicable authorisations.

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6. Events, Workshops and Educational Programmes

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CATO may promote and administer Executive Labs, professional workshops, briefings, conferences, online events and educational programmes through the Website.

Information about event dates, venues, facilitators, programme content, pricing and availability is subject to change where reasonably necessary.

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Where registrations or payments are accepted, additional booking, cancellation, refund, attendance or participation terms may apply.

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These conditions will be made available through the relevant registration process or contractual arrangement where applicable.

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Where a booking is completed through an external registration or payment platform, that provider's applicable terms may also apply.

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Event registration or payment may create a separate contractual relationship governed by the relevant booking conditions and applicable law.

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CATO does not guarantee that participation in a professional development programme will result in a particular qualification, accreditation, business outcome or professional advancement unless expressly stated in the applicable programme terms.

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Nothing in this section excludes any refund, cancellation or other rights that cannot lawfully be excluded.

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7. Acceptable Use of the Website

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You may use the Website for lawful personal, professional and business information purposes, subject to these Terms.

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When accessing or using the Website, you must not:

• Breach any applicable law or regulation;
• Misrepresent your identity, authority or affiliation;
• Submit fraudulent, misleading, defamatory, unlawful or otherwise inappropriate material;
• Attempt to gain unauthorised access to the Website, its infrastructure, accounts, databases or connected systems;
• Introduce viruses, malicious software or other harmful technologies;
• Interfere with the security, integrity, performance or availability of the Website;
• Conduct unauthorised vulnerability scanning, penetration testing or similar activities;
• Use automated systems to extract substantial quantities of Website content without permission, except where permitted by law;
• Reproduce or commercially exploit Website content in breach of intellectual property rights;
• Use the Website to distribute spam or other unlawful unsolicited communications;
• Impersonate CATO, its practitioners, employees or representatives; or
• Use the Website in a manner intended to harm CATO, other users or third parties through unlawful conduct.

CATO may take proportionate steps to investigate suspected misuse, protect the Website and restrict access where reasonably necessary.

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We may report unlawful activity to the relevant authorities where appropriate.

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8. Intellectual Property

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8.1 Ownership

The Website and its content contain intellectual property owned by CATO or used under licence from its respective owners.

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Protected materials may include:

• The CATO name, branding, logos and visual identity;
• Website design, layout, graphics and written content;
• Articles, publications and educational materials;
• Photographs, videos, illustrations and other media;
• Proprietary frameworks, methodologies and presentation materials;
• Service descriptions and programme materials; and
• Other intellectual property protected by applicable law.

All rights not expressly granted are reserved by the relevant rights holders.

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8.2 Permitted use

You may access, view and make reasonable personal or internal business use of publicly available Website content.

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You may also share links to publicly accessible pages, provided you do not misrepresent CATO's involvement, approval or endorsement.

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8.3 Restricted use

Except with prior written permission or where otherwise permitted by law, you must not:

• Copy, reproduce, republish or commercially distribute substantial Website content;
• Modify or adapt protected content for commercial exploitation;
• Present CATO's materials as your own;
• Use CATO's trademarks, logos or branding in a manner suggesting an unauthorised association;
• Sell, license or commercially exploit protected Website materials; or
• Remove copyright, attribution or proprietary notices.

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8.4 Third-party intellectual property

Certain materials displayed on the Website may belong to third parties, including practitioners, contributors, photographers or other licensors.

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Such materials remain subject to their respective intellectual property rights.

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8.5 Professional engagement materials

Ownership and permitted use of reports, recommendations, frameworks, presentations, deliverables and other materials produced under a professional engagement will be governed by the applicable written agreement.

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These Website Terms do not determine the ownership of client-specific deliverables.

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9. Information and Materials You Submit

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Where you submit an enquiry, application, document, professional profile or other material through the Website, you remain responsible for its content.

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You confirm that, to the best of your knowledge, you have the right or appropriate authority to provide the submitted information.

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You must not knowingly submit material that infringes another person's intellectual property, privacy or confidentiality rights.

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You retain any intellectual property rights you hold in materials submitted to CATO.

By submitting such materials, you authorise CATO to receive, store, review, reproduce internally and otherwise use them to the extent reasonably necessary to process your submission, respond to your request, assess a potential professional relationship or administer a relevant engagement.

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This authorisation does not transfer ownership of your intellectual property to CATO or permit unrelated commercial exploitation.

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Personal information contained in submitted materials will be handled in accordance with our Privacy Policy.

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Nothing in these Terms requires CATO to publish, accept, use or respond to submitted materials.

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10. Confidentiality and Commercially Sensitive Information

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CATO recognises that professional enquiries and potential engagements may involve commercially sensitive, proprietary or confidential information.

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We take confidentiality seriously and seek to handle information responsibly and with appropriate discretion.

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10.1 Initial enquiries

When making an initial enquiry through the Website, you should provide sufficient information for CATO to understand the nature of your requirements without unnecessarily disclosing sensitive information.

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You should avoid submitting highly confidential documents, commercially sensitive datasets, personal information concerning third parties or legally privileged material through general Website contact forms unless an appropriate disclosure arrangement has been established.

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10.2 Confidentiality arrangements

The submission of information through a general Website form does not, by itself, establish a formal non-disclosure agreement.

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Confidentiality obligations may arise under applicable law, the circumstances of a particular disclosure or a separately agreed contractual arrangement.

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Where an engagement requires enhanced confidentiality, CATO and the relevant parties may agree to specific confidentiality, information security and disclosure arrangements.

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10.3 Practitioner and third-party disclosures

Information may be shared with authorised practitioners or service providers where appropriate, subject to applicable confidentiality arrangements, privacy obligations and legitimate engagement requirements.

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10.4 Additional information

For more information about our approach, please refer to our Confidentiality Statement.

Any confidentiality obligations contained in a separately executed agreement take precedence over these general Website Terms in relation to the relevant engagement.

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11. Privacy and Personal Information

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CATO respects the privacy of individuals who interact with our Website and professional services.

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Our collection, use, storage, disclosure and protection of personal information are described in our Privacy Policy.

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Personal information is handled in accordance with applicable privacy legislation, including the New Zealand Privacy Act 2020.

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The Privacy Policy provides information concerning the purposes of collection, relevant disclosures, international processing, retention and available privacy rights.

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Acceptance of these Terms does not, by itself, constitute consent to optional marketing, non-essential tracking or other processing activities for which separate consent is required by law.

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12. Third-Party Websites and Services

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The Website may contain links to third-party websites, platforms, resources or services.

These may include:

• Professional networking platforms;
• Event registration services;
• Payment processing providers;
• Scheduling and video conferencing systems;
• External publications and resources; and
• Other independent websites.

Third-party services may operate under their own legal terms, privacy policies and security arrangements.

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Unless expressly stated otherwise, a link does not indicate that CATO owns, controls, sponsors or endorses the relevant third party.

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CATO is not responsible for the independent content, functionality, availability or practices of third-party websites, except to the extent responsibility arises under applicable law.

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You should review the relevant terms before using an external service.

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Nothing in these Terms limits obligations CATO may have concerning third-party providers acting on its behalf.

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13. Website Availability, Accuracy and Disclaimers

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13.1 Website availability

CATO seeks to maintain a functional, accessible and secure Website.

However, the Website may occasionally be interrupted, unavailable or affected by maintenance, technical difficulties, external provider disruptions or other circumstances.

We do not guarantee uninterrupted availability.

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13.2 Accuracy of information

CATO takes reasonable care in preparing and presenting Website content.

Nevertheless, information may become outdated or contain inaccuracies, omissions or errors.

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Unless expressly stated otherwise, CATO does not warrant that all Website information will be complete, current or suitable for every purpose.

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13.3 Changes to content

CATO may update, correct, replace or remove Website content where reasonably necessary, without an obligation to maintain previously published information.

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13.4 General disclaimer

To the fullest extent permitted by applicable law, the Website is made available on an "as is" and "as available" basis.

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We do not provide an unconditional warranty that the Website will be free from interruptions, security vulnerabilities, technical faults or harmful components.

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You are responsible for using reasonable precautions when accessing online services, including maintaining appropriate device security.

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13.5 Mandatory legal rights

Nothing in these Terms excludes, restricts or modifies any representation, guarantee, right, remedy or liability that cannot lawfully be excluded, restricted or modified.

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This includes applicable rights and protections under the New Zealand Fair Trading Act 1986 and Consumer Guarantees Act 1993, where relevant.

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14. Limitation of Liability

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14.1 Scope

This section applies only to claims arising from access to or use of the Website and its general informational content.

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It does not establish or replace the liability arrangements governing CATO's paid advisory, consulting, expert access, educational or other professional services.

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Those arrangements are addressed in the relevant agreements and any applicable mandatory law.

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14.2 Website-related losses

To the fullest extent permitted by law, CATO will not be liable for indirect or consequential losses arising from Website use, including loss of anticipated profits, revenue, business opportunities or goodwill.

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This limitation does not apply where such liability cannot lawfully be excluded.

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14.3 Reliance on general information

CATO is not responsible for business or professional decisions made solely in reliance on general Website information without appropriate consideration of the user's particular circumstances, except to the extent that liability arises under applicable law.

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14.4 Events outside reasonable control

CATO is not responsible for Website interruptions or failures caused by circumstances outside its reasonable control, except to the extent liability cannot lawfully be excluded.

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14.5 Professional services

Any limitation, allocation or exclusion of liability relating to professional advice, deliverables, practitioner services or engagement outcomes must be considered under the applicable professional engagement terms.

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No provision of these Website Terms is intended to override those arrangements.

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14.6 Preservation of legal rights

Nothing in these Terms excludes or limits liability for fraud, fraudulent misrepresentation or any other liability that cannot lawfully be excluded or limited.

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Nothing in these Terms is intended to remove rights or remedies available under mandatory consumer protection, privacy or other applicable legislation.

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15. Suspension and Restriction of Access

CATO may take reasonable measures to suspend, restrict or block access to the Website where necessary to:

• Address suspected unlawful or fraudulent activity;
• Protect Website security or integrity;
• Prevent misuse or material disruption;
• Comply with applicable legal obligations; or
• Respond to a material breach of these Terms.

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Any restriction will be proportionate to the circumstances where practicable.

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Such action does not automatically terminate any separate contractual agreement between CATO and a client or practitioner.

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CATO reserves its lawful rights and remedies concerning misuse of its Website, confidential information or intellectual property.

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16. Changes to the Website and These Terms

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CATO may modify, update, suspend or discontinue parts of the Website to reflect changes in our business, services, technology or legal obligations.

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We may also revise these Terms from time to time.

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The current version will be published on the Website and identified by its "Last updated" date.

Changes take effect from the date specified in the updated Terms, or upon publication if no later date is stated.

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Continued use of the Website after changes become effective constitutes acceptance of the updated Terms to the extent permitted by law.

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Material changes affecting existing contractual rights or obligations will not retrospectively amend separately agreed contracts without an appropriate legal basis.

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17. Governing Law and Disputes

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These Terms are governed by and interpreted in accordance with the laws of New Zealand.

Subject to any mandatory legal rights and jurisdictional requirements, disputes arising specifically from these Website Terms are subject to the non-exclusive jurisdiction of the courts of New Zealand.

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Where a dispute arises, the parties are encouraged to seek a reasonable resolution through direct communication before commencing formal proceedings.

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Nothing in this section prevents a party from seeking urgent legal relief, exercising statutory rights or pursuing remedies available under applicable law.

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Disputes arising under separate client, practitioner or other professional agreements are governed by the dispute resolution and governing law provisions of those agreements.

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18. General Provisions

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18.1 Severability

If any provision of these Terms is determined to be unlawful, invalid or unenforceable, that provision will be ineffective to the extent required, without affecting the validity or enforceability of the remaining provisions.

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18.2 No waiver

A failure or delay by CATO to exercise a right under these Terms does not constitute a waiver of that right.

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18.3 No partnership or agency

Nothing in these Terms creates a partnership, joint venture, employment, fiduciary or agency relationship between CATO and a Website visitor.

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18.4 Interpretation

Headings are included for convenience and do not affect the interpretation of these Terms.

References to legislation include amendments and replacements where applicable.

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18.5 Relationship with other agreements

These Terms constitute the general conditions governing use of the Website.

They do not supersede any separately agreed professional engagement, practitioner, confidentiality, event booking or other contractual arrangement.

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Where separate conditions apply to a particular service, transaction or professional relationship, those conditions govern that activity to the extent of any inconsistency.

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19. Contact Information

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If you have questions regarding these Terms of Use, Website content, intellectual property or other legal matters, please contact CATO.

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CATO

Legal entity: CATO

New Zealand Business Number (NZBN): 9429052384868

Email: info@catoltd.com

Website: www.catoltd.com

Country of establishment: New Zealand

Business address: PO Box 224, Auckland, New Zealand 6000, NZ

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For enquiries relating specifically to personal information, please refer to our Privacy Policy.