Terms of engagement

These Standard Terms of Engagement (Terms) apply to all work we undertake for you, except to the extent that these terms are inconsistent with any other agreement between us and you (whether generally or in respect of specific instruction) then that other agreement prevails over these terms.

1. Authority

We have the usual authority of a lawyer to act on your behalf in relation to each instruction we accept. This includes your authority, where reasonable, to incur expenses; engage law firms in other regions or jurisdictions; and engage external barristers or experts.

2. Services

(a) The services we will provide are set out in our engagement letter.

(b) Before finalising an engagement letter, we may need further information from you to ensure that no conflict of interest arises. We may advise you if such a conflict exists which we will seek to resolve, if resolvable, in accordance with our conflict protocols.

(c) We will comply with the NZLS Rules in respect of conflicts of interest.

3. Scope of services

(a) Our duties are owed to our client and any advice given shall be for the benefit of our client alone and unless otherwise expressly agreed by us, or required by law, will not extend to any other person.

(b) We do not purport to be experts in all fields of law and as such have your authority to, where reasonable, engage other law firms, barristers or experts to secure advice on particular matters from other lawyers.

(c) We are qualified to advise only on New Zealand law. If we do assist you in relation to matters governed by foreign law, we do so on the basis we do not accept responsibility in relation to your position under that foreign law.

4. Financial

(a) Fees:

(i) Unless otherwise agreed with you in relation to a particular engagement, our fees will be determined taking into account the hourly rates of the personnel within our firm who have worked on the matter (which rates may change from time to time) as well as other relevant criteria approved by the New Zealand Law Society, including:

A: the skill, specialised knowledge and responsibility required;

B: the value of any property or money involved;

C: the importance of the matter to you;

D: the complexity of the matters;

E: the results achieved;

F: the urgency and circumstances in which the matter is undertaken;

G: the possibility that the acceptance of a particular engagement will preclude engagement by other clients.

(ii) If a fixed fee is specified in the engagement letter, it applies in respect of the agreed scope of services for that fee. 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 the agreed scope and, if requested, give you an estimate of the likely amount of the further costs.

(iii) Estimates are provided on request and as a guide only, based on our experience with similar matters.

(b) Disbursements and expenses:We may incur disbursements or make payments to third parties on your behalf, which will be included in our invoice to you. We may require an advance payment for such expenses.

We will also invoice you for a standard service charge (not exceeding 3.5% of our fee) to cover general office services provided by us (including photocopying, telecoms charges, deliveries and postage).

(c) GST (if any):You are responsible for any GST payable on our fees and charges.

(d) Invoices:

(e) Payment:Invoices are payable within 14 days of the date of the invoice, unless alternative arrangements have been made with us. Interest may be charged on any amount which is more than 7 days overdue. Interest will be calculated at the rate of 2.5% above our firm’s main trading bank’s commercial overdraft rate as at the close of business on the date payment became due.
You agree to pay to us on demand any costs (including legal expenses) that we incur in recovering outstanding amounts from you.

(f) Security:We may request pre-payment or security for our fees and expenses. You authorise us to:

(i) debit against pre-paid amounts; and

(ii) deduct from any funds held on your behalf in our trust account,

any fees, expenses or disbursements for which we have provided an invoice.

(g) Third Parties:Even if you expect reimbursement from a third party, or if invoices are directed to a third party, you remain responsible for payment to us if the third party fails to pay us.

5. Confidentiality

(a) 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:

(i) to the extent necessary or desirable to enable us to carry out your instructions; or

(ii) to the extent required by law or by the Law Society’s Rules of Conduct and Client Care for Lawyers.

(b) 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.

(c) We will of course, not disclose to you confidential information which we have in relation to any other client.

6. Termination

(a) You may terminate our retainer at any time.

(b) We may terminate our retainer in any of the circumstances set out in the Law Society’s Rules of Conduct and Client Care for Lawyers.

(c) If our retainer is terminated you must pay us all fees due up to the date of termination and all expenses incurred up to that date.

7. Retention of files and documents

You authorise us (without further reference to you) to convert original documents into electronic forms for document retention and you further authorise us to destroy all files and documents for this matter (other than any documents that we hold in safe custody for you) 10 years after our engagement ends, or earlier if we have converted those files and documents to an electronic format.

8. Limitation of liability

(a) Unless we have expressly otherwise agreed with you in writing, our total aggregate liability to you (whether in contract, equity, tort (including negligence) or otherwise) arising out of or in connection with the performance or contemplated performance of the engagement, is limited to a sum equal to and shall in no event exceed 400% of the fees paid or payable by you within the 12 month period immediately preceding the event giving rise to your claim.

(b) Notwithstanding clause 8(a), our aggregate liability for any loss, damage or liability arising from a breach of confidentiality attributable to a data breach, use of legal technology or human error (including, without limitation, accidental disclosure, unauthorised access, loss or corruption of your confidential information) shall not in any circumstances exceed NZD $200,000. This sub-limit is separate from, and not additional to, the overall cap in clause 8(a).

9. Duty of care

Our duty of care is to you and not to any other person. No other person may rely on our advice, unless we expressly agree to this.

10. Trust account

We maintain a trust account for all funds which we receive from clients (except monies received for payment of our invoices). If we are holding significant funds on your behalf we will normally lodge those funds on interest bearing deposit with a bank. In that case we may charge an administration fee of 5% of the interest derived.

11. Intellectual Property

We retain all ownership rights in any intellectual property created by us for you. You may not reproduce our intellectual property or provide it to a third party without our express consent.

12. Anti-Money Laundering Obligations, FATCA and other laws

(a) We must comply all applicable laws, including anti-money laundering laws, laws for countering the financing of terrorism, and laws relating to tax reporting and withholdings.

(b) 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 continue acting, for you until this has been completed. We must ensure the information and documentation provided remains current throughout your engagement with us, so we may ask you to update the information you have provided.

(c) 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 government agencies/other regulatory authorities. There may be circumstances where we are not able to tell you or such persons if we do provide information.

(d) We may also be required to provide such information to banks we transact with as your agent, or with which we deposit money on trust for you. That information may in turn be passed on by those banks to tax and other regulatory authorities in New Zealand and offshore.

(e) By engaging and/or instructing us, you and/or any of the persons previously mentioned acknowledge that you 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 of any law, we may terminate or refuse to enter into an engagement

(f) We engage First AML, a specialist provider, to undertake customer due diligence on our behalf. If requested at any time (including during the course of any matter of service being provided to you), you agree to provide all required information to First AML and consent to its use for the purpose of conducting customer due diligence and identity verification. You will be required to confirm that you are authorised to provide the personal details presented and consent to your information being passed to and checked with the document issuer, official record holder, a credit bureau and authorised third parties for the purpose of verifying your identity and address. If you do not provide First AML with the required information and consent, we may not be able to act or continue to act on your behalf. At our sole discretion we may at any time determine to undertake customer due diligence ourselves. If this applies, the information and consent referenced above shall be deemed to apply to us.

13. Legal Technology and Generative AI Tools

(a) We may from time to time use legal technology (including artificial intelligence tools) in the course of providing services to you. Such legal technology products will only be adopted by us following thorough testing and if we are satisfied that their security and privacy standards meet or exceed industry best practice (which may include certification as compliant with ISO 27001, SOC 2, SMB1001 or equivalent). We do not use legal technology products that use our data (or your information) to train machine learning models.

(b) Upon reasonable request, we are able to provide information regarding the specific tools we use from time to time; including security overviews where are appropriate.

(c) By engaging and/or instructing us, you acknowledge and consent to our use of such tools to enhance the efficiency and quality of legal services provided.

14. Discrimination and Anti-Bullying Policy

(a) We are committed to providing a respectful and inclusive work environment for all our clients and employees. Discrimination, harassment and bullying in any form are unacceptable and will not be tolerated within our firm. We are dedicated to fostering a workplace culture that values diversity, equity and mutual respect.

(b) Should you believe you have experienced or witnessed discrimination, harassment or bullying, the incident should promptly be reported to one of the directors of the firm or the Head of People, Premises and Culture. Reports will be promptly and confidentially investigated and appropriate corrective action will be taken.

15. General

(a) These Terms apply to any current engagement and also to any future engagement, whether or not we send you another copy of them.

(b) We are entitled to change these Terms from time to time. Our current terms at any particular time will be available on our website. The change will bind you in respect of any matters on which we accept instructions after publication of the change.

(c) Our relationship with you is governed by New Zealand law and New Zealand courts have non-exclusive jurisdiction.

16. Independent advice

These terms modify some of the duties owed by lawyers to their clients. We recommend that you seek independent legal advice before accepting them.