1. General

• These Standard Terms of Engagement (Terms) apply to any current engagement and also to any future engagement, whether or not we send you another copy of them. We are entitled to change these Terms from time to time, in which case we will send you amended Terms.

• These Terms include information we are required to provide under the Rules of Conduct and Client Care for Lawyers issued by the New Zealand Law Society (Client Care Rules).

2. Services

• The services we are to provide for you (Services) are outlined in our letter of engagement along with any further instructions that you provide to us in writing (or that we record in writing).

• In order to provide you with efficient advice and services and to provide the most cost-effective service, it may be that part or all of your instructions will be delegated to other professionals in our firm.

• We do not provide taxation, financial, accounting, insurance or investment advice.

• We are not qualified to give advice about foreign laws.  If we assist you in respect of matters governed by foreign law, we do so on the basis that we do not accept any responsibility in relation to your legal position under that foreign law.

• Unless we agree to do so in writing, we will not remind you about important dates or update our advice after it is given.

3. Accepting instructions

Unless you expressly advise us otherwise in writing we can accept instructions from any of the following:

• Any person you have authorised to instruct us.

• If you are a couple (married or in a de facto relationship), from either of you.

• If you are the trustees of a trust, any trustee may authorise the work.

• If you are a partnership, any partner of the partnership.

• If you are a company, any director or officer of that company or any employee or other person you have authorised to instruct us.

• If you are a body corporate or incorporated society, from any person holding themselves out as being authorised by the officers to instruct us.

4. Communications

• We will obtain from you contact details, including email address, postal address and telephone numbers. We may provide documents and other communications to you by email (or other electronic means). You will advise us if any of your contact details change.

• We will report to you periodically on the progress of any engagement and will inform you of any material and unexpected delays, significant changes or complications in the work being undertaken. You may request a progress report at any time.

• You agree that we may provide you from time to time with other information that may be relevant to you, such as newsletters and information bulletins. At any time you may request that this not be sent to you.

5. Financial

5.1 Fees

The basis upon which we will charge our fees is set out in our engagement letter.

• If the engagement letter specifies a fixed fee, we will charge this for the agreed scope of the Services. Work which falls outside that scope will be charged on an hourly rate basis. We will advise you as soon as reasonably practicable if it becomes necessary for us to provide services outside of the agreed scope and, if requested, give you an estimate of the likely amount of the further costs.

• Where our fees are calculated on an hourly basis, the hourly rates of the people we expect to undertake the work are set out in our engagement letter. Any differences in those rates reflect the different levels of experience and specialisation of our professional staff. Time spent is recorded in six-minute units, with time rounded up to the next unit of six minutes.

• Hourly fees may be adjusted (upwards or downwards) to ensure the fee is fair and reasonable to take into account matters such as the complexity, urgency, value and importance of the Services. Full details of the relevant fee factors are set out in Rule 9 of Client Care Rules.

5.2 Disbursements and third party expenses

In providing the Services we may incur disbursements and payments to third parties on your behalf. You authorise us to incur these disbursements (which may include such items such as search fees, court filing fees, registration fees and travel and courier charges) which are reasonably necessary to provide the Services. You also authorise us to make payments to third parties on your behalf which are reasonably required to undertake the Services (which may include items such as experts’ costs or counsel’s fees). These will be included in our invoice to you, shown as “disbursements” when the expenses are incurred (or in advance when we know we will be incurring them on your behalf).

5.3 Office service charge fee (Administrative expenses)

In addition to disbursements, we may charge a fee of 4% of our legal fee (including GST) up to $60 to cover some of the direct costs of delivering services to you which are not included in our fee and which are not recorded as disbursements. These include items such as photocopying and printing, postage, phone, video and electronic communications, electronic file and services costs, and the costs of storing files and information.  However, if the expenses are greater than $60, our office service charge fee will be higher.

5.4 GST

Our services will usually attract Goods and Services Tax (GST). If this is the case, GST is payable by you on our fees and charges.

5.5 Invoices

We will send interim invoices to you, usually monthly, and on completion of the matter, or termination of our engagement. We may send you invoices more frequently when we incur a significant expense or undertake a significant amount of work over a shorter period of time.

5.6 Payment

• Invoices are payable within 14 days of the date of the invoice, unless alternative arrangements have been made with us.

• For property transactions, our invoice for a sale will be deducted from the sale proceeds and for a purchase (or refinance) is payable on settlement.   However, if we consider it appropriate, we may render invoices monthly, in which case our account is payable within 14 days.

• You authorise us to deduct our fees and other expenses from funds held in our trust account on your behalf on provision of an invoice to you, unless those funds are held for a particular purpose.

• If you have difficulty in paying any of our accounts, please contact us promptly so that we may discuss payment arrangements.

• If your account is overdue we may:

  • require interest to be paid on any amount which is more than 14 days overdue, calculated at the rate of 12% per annum (calculated daily) until payment is made;

  • stop work on any matters in respect of which we are providing services to you;

  • require an additional payment of fees in advance or other security before recommencing work;

  • recover from you in full any costs we incur (including on a solicitor/client basis) in seeking to recover the amounts from you, including our own fees and the fees of any collection agency.

5.7 Fees and disbursements in advance

We may ask you to pre-pay amounts to us, or to provide security for our fees and expenses. We may do this, on reasonable notice, at any time.

5.8 Estimates

You may request an estimate of our fee for undertaking the Services at any time. If possible we will provide you with an estimate (which may be a range between a minimum and a maximum amount or for a particular task or step). An estimate is not a quote.

• If we provide an estimate we do so on the basis of the information you have provided to us.  The estimate will be based on our understanding of what we are to do in relation to the Services, our experience with similar Services and the information we have at the time.  We cannot predict exactly what work will be involved or what events will occur during the process of providing the Services. 

• We will inform you if we are likely to exceed the estimate by any substantial amount. 

• Unless specified, an estimate excludes GST, disbursements and expenses.

5.9 Third Parties

Although you may expect to be reimbursed by a third party for our fees and expenses, and although our invoices may at your request or with your approval be directed to a third party, you remain responsible for payment to us in accordance with these Terms if the third party fails to pay us.

5.10 Trust Accounting

We operate a trust account. All money received from you or on your behalf will be held to your credit in our trust account.

• Payments out of the trust account will be made either to you or to others with your authority. Written authorisation from you will be required when payment is to be made to a third party. Before making a payment to another account we may require verification of the account details by provision of (for example) a copy of a deposit slip, cheque or bank statement showing the account number, a signed authority from you including the bank account details, or a signed letter from the relevant financial institution providing bank account details.

• A full record of our trust account is kept at all times. A statement of trust account transactions detailing funds received and payments made on your behalf will be provided to you periodically and at any time upon your request.

• If we holding significant funds in our trust account for you (more than $10,000) and will hold them for more than one week, we will place them on call deposit with our bank provided we have received the foreign tax residency forms we require from you to do this.  We are not responsible for obtaining the best interest rate available, or for any loss of interest from delay in placing your funds in an on call deposit account.

• Interest earned from call deposits, less withholding tax and an interest administration fee payable to us of 5% of the gross interest, will be credited to you.

• Where you transfer funds to our trust account in a foreign currency, we will convert those funds into New Zealand dollars at the prevailing exchange rate offered by our bank.  We are not responsible for seeking or obtaining a better exchange rate.

6 Confidentiality and personal information

6.1 Confidence

We will hold in confidence all information concerning you or your affairs that we acquire during the course of acting for you. We will not disclose any of this information to any other person except:

• To the extent necessary or desirable to enable us to carry out your instructions;

• As expressly or impliedly agreed by you;

• As necessary to protect our interests in respect of any complaint or dispute; or

• To the extent required or permitted by law.

6.2 Confidential information

Confidential information concerning you will as far as practicable be made available only to those within our firm who are providing legal services for you.

6.3 Personal information and privacy

In our dealings with you we will collect and hold personal information about you.

• We will use that information to carry out the Services and to make contact with you about issues we believe may be of interest to you.

• We are obliged to collect and hold personal information about you and associated persons under tax legislation and the Anti-Money Laundering and Countering Financing of Terrorism Act 2009 (AML/CFT Act). 

• Provision of personal information is voluntary but if you do not provide full information this may impact on our ability to provide the Services.

• Please refer to our privacy policy on our website. 

6.4  Authority to disclose

Subject to cl 6.1, you authorise us to disclose, in the normal course of performing the Services, such personal information to third parties for the purpose of providing the Services and any other purposes set out in these Terms.

6.5  Disclose name and address

We may disclose your name and address to third parties such as credit agencies to perform a credit reference or to undertake credit management or collection processes if it is reasonable to do so.

6.6 Keeping of information

We may store information we collect in any format we choose at our offices or premises outside our offices including data storage facilities or online storage located within or outside New Zealand, which may be operated by independent service providers. If you are an individual, you have the right to access and correct this information. If you require access, please contact our Privacy Officer: Bryce Williams.   We may charge a fee for providing access and if so, we will advise you of the costs in advance.

7  Documents, records and information

• We will keep a record of all important documents which we receive or create on your behalf on the following basis:

  • We may keep a record electronically and destroy originals (except where the existence of an original is legally important such as in the case of wills and deeds).

  • At any time, we may dispose of documents which are duplicates, or which are trivial (such as emails which do not contain substantive information), or documents which belong to us.

  • We are not obliged to retain documents or copies where you have requested that we provide them to you or to another person and we have done so, although we are entitled to retain copies for our own records if we wish to do so.

• We will provide to you on request copies or originals (at our option) of all documents to which you are entitled under the Privacy Act 2020 or any other law. We may charge you our reasonable costs for doing this.

• Where we hold documents that belong to a third party you will need to provide us with that party’s written authority to uplift or obtain a copy of that document.

• Unless you instruct us in writing otherwise, you authorise us and consent to us (without further reference to you) to destroy (or delete in the case of electronic records) all files and documents in respect of the Services seven years after our engagement ends (other than any documents that we hold in safe custody for you or are otherwise obliged by law to retain for longer). We may retain documents for longer at our option.

• We may, at our option, return documents (either in hard or electronic form) to you rather than retain them. If we choose to do this, we will do so at our expense.

• If you ask us to destroy any files or other documents, we will do where it is practicable, and we are not otherwise obliged to retain them.  If we destroy files or documents at your request, you waive any liability we may have in relation to the Services, files or documents and we will have no liability to you or a third party.

• We own copyright in all documents or work we create in the course of performing the Services but grant you a non-exclusive licence to use and copy the documents for the purpose which we provided it to you. However, you may not permit any third party to copy, adapt or use the documents without our written permission.

• If you uplift your files or other documents at any time, we may make and keep copies of that material before you collect it.

8  Compliance

• We are obliged to comply with all laws applicable to us in all jurisdictions, including (but not limited to):

  • AML/CFT Act; and

  • Laws relating to tax and client reporting and withholdings.

• We may be required to undertake customer due diligence on you, persons acting on your behalf and other relevant persons such as beneficial owners and controlling persons. We may not be able to begin acting, or to continue acting, for you until that is completed.

• To ensure our compliance and yours, we may be required to provide information about you, persons acting on your behalf or other relevant persons to third parties (such as government agencies). There may be circumstances where we are not able to tell you or such persons if we do not provide information.

• Please ensure that you and/or any of the persons described previously are aware of and consent to this. It is important to ensure that all information provided to us is accurate. If the information required is not provided, or considered by us to be potentially inaccurate, misleading, or in contravention or any law, we may terminate or refuse to enter into an engagement.

9 Conflicts of interest

• We are obliged to protect and promote your interests to the exclusion of the interests of third parties and ourselves as set out in the Client Care Rules. This may result in a situation arising where we have a conflict of interest.   A conflict of interest means that we have duties to someone else that might lessen our ability to act wholly in your best interests.

• We have procedures in place to identify and respond to conflicts of interest or potential conflicts of interest.  If a conflict of interest arises, we will advise you of this and follow the requirements and procedures set out in the Client Care Rules. This may mean we cannot act for you further in a particular matter and we may terminate our engagement.

10 Duty of care

• Our duty of care is to you and not to any other person. We owe no liability to any other person, including for example any directors, shareholders, associated companies, employees or family members unless we expressly agree in writing. We do not accept any responsibility or liability whatsoever to any third parties who may be affected by our performance of the Services or who may rely on any advice we give, except as expressly agreed by us in writing.

• Our advice is not to be referred to in connection with any prospectus, financial statement, or public document without our written consent.

• Our advice is opinion only, based on the facts known to us and on our professional judgement, and is subject to any changes in the law after the date on which the advice is given. We are not liable for errors in, or omissions from, any information provided by third parties.

• Our advice relates only to each particular matter in respect of which you engage us. Once that matter is at an end, we will not owe you any duty or liability in respect of any related or other matters unless you specifically engage us in respect of those related or other matters.

• Unless otherwise agreed, we may communicate with you and with others by electronic means. We cannot guarantee that these communications will not be lost or affected for some reason beyond our reasonable control, and we will not be liable for any damage or loss caused thereby.

11 Limitations on our obligations or liability

• To the maximum extent allowed by law, our total liability to you (whether in contract, tort, equity or otherwise) in connection with our Services (or series of related services) is limited to:

  • The amount available to be payable under the Professional Indemnity Insurance held by the firm; and

  • In any other case, the amount equal to five times our paid fees in the previous 12 months in respect of the matter(s) on which our liability arises.

12 Termination

• You may terminate our retainer at any time.

• We may terminate our retainer in any of the circumstances set out in the Rules including the existence of a conflict of interest, non-payment of fees, and failure to provide instructions.

• If our retainer is terminated you must pay us all fees, disbursements and expenses incurred up to the date of termination.

13  Governing law

These Terms and any other agreement we have with you are governed by New Zealand law and are subject to the exclusive jurisdiction of the New Zealand courts.

14  Client Care and Service Information

We will endeavour to provide you with the highest standards of client care. The following information is provided in accordance with the Client Care Rules to assist you.

Fees

The basis on which our fees will be charged are set out in clause 5 of these Terms.

Professional Indemnity Insurance

We hold professional indemnity insurance that exceeds the New Zealand Law Society’s minimum standards.  If you would like further information about our insurance, please ask.

Lawyers Fidelity Insurance

The New Zealand Law Society (NZLS) operates a Lawyers’ Fidelity Fund to provide protection against client losses arising from theft by lawyers. The maximum amount payable by the fidelity fund by way of compensation to an individual claimant is limited to NZ$100,000.00. The Fidelity Fund will not usually cover loss relating to money that a lawyer is instructed to invest on behalf of a client. You can find our more information about the Fidelity Fund on the NZLS website.

Complaints

If you have any concerns or complaints about our services, you may refer them to the person specified as being responsible for the work or to Bryce Williams.

The NZLS also maintains the complaint service and you are able to make a complaint through this service. To do so, please go to: NZLS | Complaining about a lawyer (lawsociety.org.nz) or phone 0800 261 801. 

Client Care and Service

Whatever legal services we provide to you we must:

• act competently, in a timely way, and in accordance with instructions received and arrangements made;

• protect and promote your interests and act for you free from compromising influences or loyalties;

• discuss with you your objectives and how they should best be achieved;

• provide you with information about the work to be done, who will do it and the way the services will be provided;

• charge you a fee that is fair and reasonable and let you know how and when you will be billed;

• give you clear information and advice;

• protect your privacy and ensure appropriate confidentiality;

• treat you fairly, respectfully, and without discrimination;

• keep you informed about the work being done and advise you when it is completed; and

• let you know how to make a complaint and deal with any complaint promptly and fairly.

The obligations lawyers owe to clients are set out in the Client Care Rules.  Those obligations are subject to other overriding duties, including duties to the courts and to the justice system.  If you have any questions, please visit www.lawsociety.org.nz or call 0800 261 801.

Persons Responsible for the Work

Bryce Williams will have overall responsibility for the services we provide to you.

Limits on or Exclusions of Liability

The provisions in our Terms which limit the extent of our obligation to you or limit or exclude our liability are set out in clauses 2 (Services), 5.10 (Trust Accounting), 7 (Documents, Records and Information) and 11 (Limitation on our obligations and liability).

Terms effective from 1 July 2024