Terms of Engagement
1. The Purpose of this Document
This document sets out our terms and conditions. It explains what you can expect from us, and what you agree to when we work for you. It includes information that we need to tell you under the Lawyers and Conveyancers Act 2006. It applies to any work we do for you. If we propose to vary the terms we will send you an amended document. If you have any questions about any of the terms, then please discuss the matter with the person you are dealing with.
2. Confidentiality
We will hold in strict confidence all information that we acquire through our work for you, and which concerns you, your business or your instructions to us. The only exceptions are where you authorise us to disclose such information or where we, or our service providers, must do so by law including the Anti-Money Laundering and Countering Financing of Terrorism Act 2009 (and associated regulations).
Naturally, the reverse applies and we are not able to disclose to you information that we obtain through acting for other clients.
Where we obtain confidential information from you, we will, as far as practicable, distribute that information only to those within the firm who actually need that information to carry out your instructions.
You acknowledge that, if we are required by law to make disclosures about you or any person associated with you, we may be prohibited from disclosing that disclosure to you or any such associated person.
3. Conflicts of interest
We have policies in place to identify and respond to conflicts of interest. If a conflict of interest or potential conflict of interest arises, we will consult with you about the best way to resolve the matter.
We recognise that New Zealand has relatively small commercial and legal markets. As far as possible, clients should be able to retain their lawyers of choice. We may, therefore, act for other clients whose commercial or legal interests differ from yours. However, we will not act without your consent for any other client where that client’s instructions:
are substantially related to any active
matter on which we are working for you; or
involve confidential information which we hold on your behalf that would disadvantage you if disclosed to the other client and there is a real risk that the personnel within our firm who would act for that other client would obtain that information.
Where we hold confidential information on your behalf but no longer act for you on that matter, we will ensure that effective information barriers are in place so that there is no material risk that you will be disadvantaged by our holding of that information. As necessary, information barriers will include ensuring that access to hard-copy files and electronic documents is limited to the appropriate personnel.
4. Our duty of care
Our duty of care is to you as our client. We do not owe any duty of care or liability to any other person. If any other person wishes to rely on our advice, they can do so only if we expressly agree. If, during the course of our appointment, we provide services to entities related to or associated with you, then these services will be provided on the same terms as these standard terms (and you will ensure that those entities agree to this).
5. Our fees
Our fees will be charged on the basis that they will be fair and reasonable, having regard to the circumstances of the matter and the nature of our work for you. While the time and resources involved will be important factors, we will also consider the results achieved and the urgency, level of skill, complexity, responsibility and specialist knowledge involved.
For time-based invoicing, our hourly rates are reviewed on 1 December annually. This review includes the promotion of our staff through their respective experience levels.
We will send interim invoices to you, usually monthly. Our invoices include an office service charge to cover the cost of routine copying, printing, binding, telephone, fax and courier expenses. The office service charge is $75 incl GST of all fees on all invoices.
Our invoices will include any New Zealand Goods and Services Tax (GST) applicable to our supply of services to you.
Our invoices are payable 7 days from the date of issue of the invoice. If payment is not received within the required timeframe, we may cease to carry out any further work on your behalf until the account is settled.
We will be entitled to recover from you all costs (legal and other) arising from or in relation to the collection of any overdue monies or in relation to any other default made by you.
All invoiced amounts are payable in New Zealand dollars, unless we agree otherwise.
Where we have an arrangement with you that we will address the invoice to another person, you will pay that invoice if that other person does not pay the invoice.
By engaging our services, you accept that we may deduct our fees, expenses or disbursements, for which we have provided you with an invoice, from any funds held in our trust account on your behalf.
Where monies are held in our trust account on interest bearing deposit for you, we may charge an administration fee of up to 5% of the gross interest earned.
6. Estimates, quotations and rates
If we provide any estimate or quote, we do so subject to the following assumptions:
• your instructions are complete and accurately describe our role
• the matter will proceed and be completed in the manner anticipated in your instructions and within any indicated, or a normal, timeframe
• you will provide any information or instructions we require to do our work in a timely and efficient manner
• no unforeseen impediments will arise and require additional work
• all parties and other advisers involved in the matter will be co-operative and will not be unreasonable, and
• any third party or regulatory consents or approvals will be given in a timely manner and will not involve protracted negotiations.
Unless specified otherwise by us in writing, GST, disbursements and our office service charge are excluded from any estimate, quotation, schedule of rates or other indication of fees. Any breakdown of costs we provide to support our estimate or quotation is indicative only and we can adjust any component of such breakdown.
7. Anti-Money Laundering and Countering Financing of Terrorism
We have obligations under the Anti-Money Laundering and Countering Financing of Terrorism Act 2009 (and associated regulations), and we have processes in place to ensure our compliance with those obligations. In order to provide, or continue to provide, legal services to you, we may be required to undertake due diligence on you and persons associated with you (potentially including your beneficial owners, persons who have or may have effective control over you and members of your governing body (relevant persons)). By seeking to engage us, or continuing to engage us, you agree to assist us to comply with these obligations and such due diligence, and agree that we may make such enquiries as are reasonable for the purposes of such due diligence.
8.Foreign law matters
We are only qualified to advise on New Zealand law. 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 (and will not have any liability, whether in contract, tort (including negligence), equity or otherwise) in relation to your legal position under that foreign law.
9. Electronic services and communication
Where we provide any electronic service to you, or communicate with you by electronic means, we will take every reasonable precaution to ensure that those services and communications are accurate, reliable, adequate, complete, confidential and secure.
However, we cannot always be certain that those services and communications are error free. Also, because they will in most cases be internet based, certain risks exist that are outside our control. Consequently, despite the other provisions of these terms, we cannot and do not represent or warrant that those services and communications will always be accurate, reliable, adequate, complete, confidential and secure. We also exclude all warranties to the extent permitted by law.
10. Document destruction
We retain the files on each matter for ten years after completion or termination of the matter. We may then destroy the files and their contents. If you wish to make other arrangements, please advise us of those arrangements.
If you uplift your files or other documents at any time, we may make and keep copies of that material before you collect it.
11. Termination
Where you give us any instruction and we rely on that instruction (for example, by giving an undertaking to a third party), you may not revoke that instruction. Otherwise, you may end our engagement at any time on any matter or matters. You do not need to give us any notice. We may, on reasonable notice to you, end our engagement at any time.
Your instructions will be deemed to have ended at the conclusion of our work for you pursuant to that instruction, or three months from the last date that any work was recorded against the file (whichever is the earlier).
Provided that you have paid all of our invoices on all matters, we will (on request) provide to you all the documents that we have obtained or created through working for you on the matter or matters in question. Before we provide those documents to you, we may take a complete copy of them.
If our engagement is terminated, these terms continue to apply in respect of your instructions and our relationship with you.
12. Limit of liability and period for bringing any claim
You may not bring any claim against us, including any claim for contribution or indemnity, regardless of its basis in law or its form, more than 12 months after the date of the act or the omission upon which the claim is based.
The "late knowledge" provisions in the Limitation Act 2010 do not apply.
To the extent allowed by law, our aggregate liability to you (whether in contract, tort, equity or otherwise) in connection with our Services is limited to the amount available to be payable under the Professional Indemnity Insurance held by the firm.
13. Professional indemnity insurance
We hold professional indemnity insurance that meets or exceeds the minimum standards specified by the Law Society. We can provide you with particulars of the minimum standards upon request.
14. Lawyers’ Fidelity Fund
The Law Society maintains the Lawyers’ Fidelity Fund to provide protection against client losses arising from theft by lawyers. The most the Fidelity Fund can compensate you is NZ$100,000. The Fidelity Fund will not usually cover loss relating to money a lawyer is instructed to invest on behalf of a client.
15. Complaints
We have complaints procedures that are designed to ensure that any complaint is dealt with promptly and fairly.
If you have a complaint about our services or charges, please talk to the Blackwood Legal person you usually deal with or the partner responsible for your work.
If you do not wish to talk to that person about your complaint, or you are not happy with that person’s response to your complaint, please contact our director, who can be reached by:
email at richard@blackwoodlegal.co.nz
telephone +64 9 283 8432
The Law Society also maintains a complaints service and you can make a complaint to that service by calling 0800 261 801.
