Terms of Engagement
1
The purpose of this document
1.1
This document:
a
Sets out the standard terms on the work we do for our clients.
b
Explains our expectations with our relationship.
c
Includes the information that we are required to inform you of, under the rules of conduct and care, set out by the New Zealand Law Society.
d
Applies to any work we do for you (unless agreed in writing to change the terms).
1.2.
Occasionally we may change these terms. If changes havebeen made, they will be made public, located on our website https://www.lawhub.nz/
2.
Services
2.1.
The services we provide for you, along with the person whowill have overall responsibility for the services, are outlined in our letterof engagement along with any further instructions that you provide to us inwriting (or that we record in writing).
2.2.
To provide you with effectiveadvice cost efficiently, itmay be that part, or all your instructions will be delegated to otherprofessionals in our firm.
2.3.
Our services may include advice and recommendations, butyou accept that all decisions made about our advice and recommendations areyour decisions and your responsibility.
2.4.
Please note we do not provide financial or investmentadvice to our clients. We are not licensed financial advisors, and we do notgive financial advice to anyone.
3.
Communication/Emails
3.1.
We will obtain from you contact details, including emailaddress, postal address, and telephone numbers. We may provide documents andother communications to you by email (or other electronic means).
3.2.
We will report to you periodically on the progress of anyengagement and will inform you of any material and unexpected delays,significant changes or complications in the work being undertaken. You mayrequest a progress report at any time.
3.3.
We have sophisticated virus protection softwarein use. We are not able to guarantee the full protection or encryption ofemails sent to you.
3.4.
While we use standard virus checking software,we accept no responsibility for viruses or anything similar originating fromany electronic communication with you.
3.5.
As email is not secure and may be read, copied,or interfered with in transit, or may contain unknown viruses, you agree toassume all risks associated with emails and to release us from any claim youmay have, including the non-receipt by you of any email communication.
3.6.
You agree that we may provide you from time to time withother information that may be relevant to you, such as newsletters andinformation bulletins. At any time, you may request that this not be sent toyou.
4.
Privacy and confidentiality
4.1.
We consider client confidentiality to be of utmostimportance. We will treat all information we hold about you in strictconfidence. We will not use it or share it unless:
a
You agree or ask us to.
b
It is necessary to carry out work for you.
c
The law requires us to (e.g. Inland Revenue, the FinancialMarkets Authority, and other government agencies have powers to compel us toprovide information we have about you); or
d
The Rules of Conduct and Client Care for Lawyers permit usto.
4.2.
Information we hold about you will, as far as practicable,only be made available to our partners and staff who are doing work for you.
4.3.
If we hold funds in our trust account on your behalf(including any judgment, sale proceeds, settlement amount, or other money), youauthorise us to:
a
Provide any information we hold relating to your UnitedStates Foreign Accounts Tax Compliance Act (FATCA) or Common Reporting Standard(CRS) status, or other FATCA or CRS matters, to Inland Revenue and to our banksif they request information to be able to meet their FATCA or CRS obligations;and
b
If you do not provide any such information we request,report your non-response, identity, and reportable balance to our banks andInland Revenue (who will in turn pass this information to the relevant foreigntax authority).
c
Please ask us if you would like more informationabout FATCA or CRS.
5.
Conflicts of Interest
5.1.
Before we accept instructions from you, we will do ourbest to find out if any conflict of interest exists.
5.2.
We have procedures in place to identify and respond toconflicts of interest. If a conflict of interest arises, we will advise you ofthis and follow the requirements of the Law Society’s Rules of Conduct andClient Care for Lawyers.
6.
Copyright/Intellectual Property
6.1.
You accept we retain copyright in any material, solutions,and documents prepared by us for you. This applies to employment agreements,which are for your sole use, and must not be given to, or used, by any otherparty.
7.
Information provided by the client
7.1.
You agree to provide us with all the information anddocuments we need, for the services we are providing to you, in a timelymanner. We will not be liable for any loss, damage or delay arising from anyinaccuracy, incompleteness or other defect in any information or documentssupplied by you.
7.2.
It is always your responsibility to keep usinformed of your current address, email address and phone number. We are notresponsible for any loss arising out of being unable to contact you, such asoffers, or counter offers of settlement expiring before we can contact you.
7.3.
You agree to provide Lawhub with truthful and accurateinstructions, together with authentic documents or evidence if requested.Lawhub reserves the right to withdraw or charge you to compensate for any extraremedial work due to you failing to provide accurate and truthful instructionsand documents.
8.
Who we can accept instructions from
8.1.
Unless you let us know otherwise:
a
If you are a couple, we can accept instructions fromeither person.
b
If you are a trust, we can accept instructions from any ofyour trustees or officers.
c
If you are a company, we can accept instructions from anyof your directors or employees or any other person you have authorised toinstruct us.
d
Any other person you have elected to act on your behalf.This can be done verbally or in writing.
9.
Verifying your identity and source of funds, and creditchecks
9.1.
We are required by law to verify your identity and, insome circumstances, the source of funds for a transaction.
9.2.
We may wish to carry out reasonable credit checks on youfrom time to time.
9.3.
You authorise us to collect information about you(including customer due diligence information and credit reports), to obtain,exchange, hold, and use such information, and to make any other enquiries wethink appropriate to:
a
Confirm information provided to us about you is true;
b
Undertake initial and on-going customer due diligence andmonitoring in accordance with the Anti-Money Laundering and CounteringFinancing of Terrorism Act (AML/CFT Act);
9.4.
You authorise any person (including credit reporters) todisclose information (including credit information) to us in response to suchenquiries.
9.5.
You accept that we may use customer due diligence services(including electronic based services from a third party) to verify youridentity and conduct other customer due diligence or monitoring required underthe AML/CFT Act, and that we may use credit reporting services to credit checkyou, and that when we use such services:
a
The other third party or credit reporter (each a ServiceProvider) will exchange information about you for that purpose and the ServiceProvider may hold information on its system and use it to provide theircustomer due diligence service or credit reporting service (as the case may be)to their other customers;
b
We may use the Service Provider's services in the futurefor any authorised purpose (including in relation to ongoing customer duediligence or the provision of credit). This may include using the ServiceProvider's monitoring services to receive updates if information held about youchanges; and
c
If you default in your payment obligations to us,information about that default may be given to credit reporters and given bycredit reporters to their other customers.
10.
Duty of care
10.1.
Our duty of care is to you and not to any other person. Weowe no liability to any other person, including for example any directors,shareholders, associated companies, employees, or family members unless weexpressly agree in writing. We do not accept any responsibility or liabilitywhatsoever to any third parties who who may be affected by our performance of services toyou or who may rely on any advice wegive, except as expressly agreed by us in writing.
10.2.
Our advice is not to be referred to inconnection with any prospectus, financial statement, or public document withoutour written consent.
10.3.
Our advice is opinion only, based on the facts known to usand on our professional judgement, and is subject to any changes in the lawafter the date on which the advice is given. We are not liable for errorsin, or omissions from, any information provided by third parties.
10.4..
Our advicerelates only to each matter in respect of which you engage us. Once that matteris at an end, we will not owe you any duty or liability in respect of anyrelated or other matters unless you specifically engage us in respect of thoserelated or other matters.
11.
Health and Safety
11.1.
Should we visit you on site, Lawhub and any member oftheir team conducting the visit, will be responsible for their own safety andhealth. Lawhub must comply with the Health and Safety at Work Act 2015, anyregulations made under the Act, and any health and safety policies, directives,or procedures of the business.
12.
Governing Law
12.1.
Both you and Lawhub Ltd agree that New Zealand law governsour relationship, and any action against Lawhub Ltd can only be taken in NewZealand.
13.
Our Fees and Expenses
13.1.
The basis upon which we will charge our fees is set out inour engagement letter:
a
If the engagement letter specifies a fixed fee, we willcharge this for the agreed scope of the services. Work which falls outside thatscope will be charged on an hourly rate basis.
b.
Where our fees are calculated on an hourly basis, thehourly rates of the people we expect to undertake the work are set out in ourengagement letter. Any differences in those rates reflect the different levelsof experience and specialisation of our professional staff. Time spent isrecorded in six-minute units. Hourly fees may be adjusted to ensure the fee isfar and reason to reflect the work completed.
c.
Full details of the relevant fee factors are set out inRule 9 of the Lawyers and Conveyancers Act (Lawyers: Conduct and Client Care)Rules 2008 (Rules).
13.2.
Unless we state otherwise, our fees include disbursements,office service fee and GST which are payable by you.
13.3.
You authorise us to incur any disbursements which arereasonably necessary to carry out services for you. These may include itemssuch as search fees, court filing fees, registration fees, travel expenses andcourier charges. Disbursements will be included in our invoice to you. They maybe charged once they have been incurred or in advance when we know we will beincurring them on your behalf.
13.4.
In addition to disbursements, wewill charge an office service fee which will be 4% of our fees plus GST, unlessotherwise stated. Our office service fee covers general office expenses whichare not recorded as disbursements such as photocopying, printing, postage,phone calls and file storage.
13.5.
Our services will usually attract Good and Services Tax(GST).
13.6.
You may request an estimate of our fees for undertakingthe services at any time. If possible, we will provide you with an estimate. Anestimate is not a quote. Unless specified, an estimate excludes GST,Disbursements, and expenses.
14.
Your account and payment
14.1.
Our interiminvoices we will be sent to you monthly, on completion of work or ontermination of our engagement. We may send invoices more frequently when weincur significant expenses or under a significant amount of work over a shortperiod of time.
14.2.
Invoices are payable within 14 days of the date of the invoice unlessalternative arrangements have been made with us.
14.3.
For any work regarding a government department, including ImmigrationNew Zealand, invoices will be issued and due upon receipt prior to the applicationbeing submitted.
14.4.
If your account is overdue, we may:
a
Stop work on any matters in respect of which we are providing servicesto you.
b
Require an additional payment of fees in advance or other securitybefore recommencing work.
c
Recover from you in full any costs we incur inseeking to recover what you owe us including costs on a solicitor/client basis(including our time at the hourly rates set out in our engagement letter) andthe fees of any collection agency. Pleasenote that we use Baycorp to recover our fees, and they charge approximately 25%(plus GST) of the outstanding invoice plus administration charges, which willbe added to the amount you owe us.
14.5.
Lawhub may charge interest on any amount which is more than 14 daysoverdue, calculated at the rate of 1% per month for the period that the invoiceis outstanding.
14.6.
Payment may be made by bank transfer, credit card or cash. If you elect to pay by credit card, a 2.9% surcharge will apply.
14.7.
If you have difficulty in paying any of our accounts, please contactus promptly so that we may discuss payment arrangements.
14.8.
You authorise us to deduct our fees and other expenses from funds heldin our trust account on your behalf on provision of an invoice to you unlessthose funds are held for a particular purpose.
14.9.
If you have any questions regarding our fees or payment, pleasecontact Lawhub within two (2) working days from receipt of invoice.
14.10.
We may ask you to pre-payamounts to us, or to provide security for our fees and expenses. We may dothis, on reasonable notice, at any time.
14.11.
Failure to pay invoices on time may, at our discretion, lead to eithersuspension of our services to you, until the outstanding invoice is paid, ortermination of our services to you. We are not responsible for the consequencesof any suspension or termination of services.
14.12.
Although you may expect to bereimbursed by a third party for our fees and expenses, and although ourinvoices may at your request or with your approval be directed to a thirdparty, you remain responsible for payment to us in accordance with these Terms ifthe third party fails to pay us.
15.
Trust Account/Money Handling
15.1.
We operate a trust account. All money received from you on your behalf will be held to your credit in our trust account. Our TrustAccount bank details are as follows;
Name: Lawhub Trust
Account Number: 12-3191-0007427-02
15.2.
Payments out of the trust account will be made either toyou or to others with your authority. Written authorisation from you (and if weare acting formore than one of you, from all of you) will be required when payment is to bemade to a third party. Before making a payment to another account we mayrequire verification of the account details by provision of (for example) acopy of a deposit slip, cheque or bank statement showing the account number, asigned authority from you including the bank account details, or a signedletter from the relevant financial institution providing bank account details.
15.3.
A fullrecord of our trust account is always kept. A statement of trust accounttransactions detailing funds received and payments made on your behalf will beprovided to you periodically and at any time upon your request.
15.4.
Unless it is not reasonable or practicable to doso, when we hold significant funds for you for more than a short period of timewe will place them on call deposit with a bank registered under section 69 ofthe Reserve Bank of New Zealand Act 1989, subject to your having completedto the bank’s satisfaction any request for information relating to the depositor certification required by the bank. Interest earned from call deposits, lesswithholding tax [and an interest administration fee payable to us of 5% of thegross interest], will be credited
15.5.
If we have your IRD number, you can elect to have withholding taxdeducted at your applicable rate. if we do not have your IRD number, we arerequired to deduct it at the default rate (which may be higher than your actualrate).
15.6.
Where you transfer funds to our trust account in a foreign currency,we will convert those funds into New Zealand dollars at the prevailing exchangerate offered by our bank. We are not responsible for seeking or obtaining abetter exchange rate.
15.7.
If we hold a small value of funds on your behalf (less than NZ $100.00)and we are unable to contact you, you authorise us to pay the funds to acharity of our choice.
16.
Guarantee
16.1.
If the person signing and/or accepting these terms ofengagement does so on behalf of a limited liability company, trust, or body corporatethen that person personally guarantees payment of the account. This guaranteewill be a continuing guarantee and will not be discharged by the settlement ofthe account.
17.
Limitations on our obligations or liability
17.1.
We limit our liability to you. The maximum amount that wewill have to pay you is NZD$1 million per any one claim with a maximumaggregate of NZD$2 million. We will not have to pay you more than the maximumaggregate amount for anything caused by or resulting from anything we do or do notdo, or delay in doing, whether or not it is contemplated or authorised by anyagreement with you. Full details are in our terms of engagement.
17.2.
Any limitations on the extent of our obligations to you orany limitation or exclusion of liability are set out in our Letter ofEngagement.
18.
Insurance, Professional indemnity insurance and Lawyers’Fidelity fund
18.1.
We hold professional indemnity insurance that meets theNew Zealand Law Society’s minimum standards.
18.2.
To the extent allowed by law, our aggregate liability toyou (whether in contract, tort, equity or otherwise) in connection with ourServices is limited to the amount available to be payable under theProfessional Indemnity Insurance held by the firm.
18.3.
The Law Society maintains the Lawyers Fidelity Fund forthe purposes of providing clients of lawyers with protection against pecuniaryloss arising from theft by lawyers. The maximum amount payable by the FidelityFund by way of compensation to an individual claimant to $100,000. Except incertain circumstances specified in the Lawyers & Conveyancers Act 2006 theFidelity Fund does not cover a client for any loss relating to money that alawyer is instructed to invest on behalf of the client.
19.
Complaints
19.1.
If you have a complaint about the services you havereceived from our firm please contact Michael Welten, General Manager. If wehave been unable to resolve a complaint or concern you may contact:
The Lawyers Complaints Service
Phone: 0800 261 801
Email: complaints@lawsociety.org.nz
20.
Retention of files and documents
20.1.
You authorise us (without further reference to you) todestroy all files and documents for this matter (other than any documents thatwe hold in safe custody for you) seven (7) years after our engagement ends, orearlier if we have converted those files and documents into an electronicformat.
20.2.
If you require the return of any documents, please let usknow this, when you give us these documents. The file is the property of theclient, but the firm is entitled to take copies. We reserve the right to retainyour file until all our invoices are paid, contrary to the usual common lawposition which would otherwise exist.
20.3.
We will provide you with copies of documents you areentitled to under the privacy act or any other law.
21.
Termination
21.1.
You may terminate our retainer at any time by giving usreasonable notice.
21.2.
We may terminate our retainer at any time by us givingreasonable notice, in any of the circumstances set out in the Rules includingthe existence of a conflict of interest, non-payment of fees, failure toprovide instructions, and non-compliant with our requirements.
21.3.
If our retainer is terminated you must pay us all fees,disbursements and expenses incurred up to the date of termination.
22.
Acceptance of terms and conditions
22.1.
Your consent to, and acceptance of, these terms can eitherbe express or implied. Express consent is either the Letter of Engagementsigned by yourself and sent back to us, or an e-mail stating that you acceptthe terms and conditions. Your consent is implied if you instruct us to do workfor you after we have sent you these terms of engagement.
22.2.
If you agree with, and accept, the information in thisletter, please sign below and return, or send us an e-mail letting me know youaccept these terms and conditions. If you let us know some other way (e.g.:phone or email) that you want us to act for you, and/or instruct us to work foryou, you will be bound by these terms and conditions.
23.
Client care and services
23.1.
The Law Society client care and service information is setout below. Whatever legal services your lawyer is providing, he or she must:
a
Act competently, in a timely way, and in accordance withinstructions received and arrangements made.
b
Protect and promote your interests and act for you freefrom compromising influences or loyalties.
c
Discuss with you your objectives and how they should bestbe achieved.
d
Provide you with information about the work to be done,who will do it and the way the services will be provided.
e
Charge you a fee that is fair and reasonable and let youknow how and when you will be billed.
f
Give you clear information and advice.
g
Protect your privacy and ensure appropriateconfidentiality.
h
Treat you fairly, respectfully and without discrimination.
i
Keep you informed about the work being done and advise youwhen it is completed.
j
Let you know how to make a complaint and deal with anycomplaint promptly and fairly.
23.2.
The obligations lawyers owe to clients are described inthe Rules of Conduct and Client Care for Lawyers. Those obligations are subjectto other overriding duties, including duties to the courts and justice system.If you have any questions, please visit www.lawsociety.org.nz or call 0800 261801.