PART 1:  STANDARD TERMS OF ENGAGEMENT

Services

The services which we are to provide for you from time to time will be outlined in a letter of engagement which we will provide to you for each new matter or which, if agreed by you, will govern each matter on which we work for you.  We will advise you on those legal issues that fall within the scope of your instructions.

Our engagement on a matter will end once the instructions have been completed.  We will only advise you on further issues arising in connection with the matter (such as renewal dates, changes in law or post-transaction notifications) if you specifically engage us to do so.

Duty of Care

We will act in accordance with your instructions and any applicable professional or legal obligations.  Our duty of care is to you and not to any other person.  Before any other person may rely on our advice, we must expressly agree to this.  However, this duty of care is subject to our overriding duties owed to the courts and to the justice system.

Fees, Disbursements and Expenses

Fees

The fees which we will charge or the manner in which they will be arrived at will be set out in each new letter of engagement, unless established by prior arrangement with you.

If the letter of engagement specifies a fixed fee we will charge this for the agreed scope of our services, subject to any assumptions and qualifications set out in that letter.  Work which falls outside the scope will be charged on an hourly rate basis unless otherwise agreed.  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 fees, disbursements and expenses.

If the letter of engagement specifies that fees are to be calculated on an hourly basis, individual solicitors’ hourly rates will be set out in that letter.  The differences in those rates for each matter reflect the experience and specialisation of our solicitors.  Time spent is recorded in 6 minute units, with time rounded up to the next unit of 6 minutes.  Hourly rates are generally reviewed annually.

Disbursements and expenses

In providing services we may incur disbursements or have to make payments to third parties on your behalf.  These will be included in our invoice to you when the disbursement or expense is incurred, unless otherwise agreed.  We may require an advance payment for larger disbursements or expenses which we will be incurring on your behalf.

GST (if any)

GST is payable by you on our fees and on disbursements and expenses, unless our services are zero‑rated.

Invoices

We will usually send monthly interim invoices to you and an invoice on completion of the matter, termination of our engagement or when you request one.

Payment

Invoices are payable by the 20^th of the month following the invoice date unless alternative arrangements have been made with us.  We reserve the right to charge interest on late payments, calculated at our bank overdraft rate.

Security

We may ask you to pre-pay amounts to us or to provide security for our fees, disbursements and expenses.  You authorise us: 

to debit against amounts pre-paid by you; and

to deduct from any funds held on your behalf in our trust account, any fees, disbursements or expenses for which we have provided an invoice.

Third parties

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

Confidentiality

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; or

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

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.

We will not disclose to you confidential information which we have in relation to any other client.

Electronic Communications

We will generally communicate with you and others by electronic means, unless otherwise agreed with you.  We will not be responsible for any damage or loss caused in connection with any interference with, interception or corruption of, or any viruses or other defects contained in, any electronic communication or any non-receipt due to technical issues.

If you have any doubts about the authenticity of any communication or document purportedly sent by us, please contact us immediately.

Retention of Files and Documents

We may store your files, documents and personal information in any format we choose at our offices or at premises outside our offices, including data storage facilities or online storage located within or outside New Zealand, which may be operated by independent service contractors.  We do not accept responsibility and will not be liable for any damage or loss caused by third parties.

You authorise us (without further reference to you) to destroy all files and documents for each matter on which we act for you (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.

Conflicts of Interest

We have procedures in place to identify and respond to 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 Law Society’s Rules of Conduct and Client Care for Lawyers.

Limitation of Liability

To the extent permitted by law, our total aggregate liability to you (or any other person) in connection with any matter or series of related matters on which you engage us is limited to:

if an amount is available to be paid out under any relevant insurance held by us, that amount, up to a maximum of NZ$20,000,000 (including interest and costs); and

in all other cases, an amount equal to five times the amount of our applicable paid fees (excluding disbursements and GST).

This limitation applies to liability of all kinds, whether in contract, tort (including negligence), equity or otherwise.

Notwithstanding paragraph 8.1, we will not be liable for any loss, cost or liability caused or contributed to by inaccurate or incomplete information supplied by you or third parties or because you did not receive or read a communication we sent you.

Termination

You may terminate our retainer at any time.

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 or in these terms.

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

In the event that you ask us to deliver your files back to you or to another person, we will give you electronic access to all your documents filed under your relevant matters, and will work with you in good faith to deliver hard copies if that is practicable.  You similarly undertake to provide us with future access to those materials, upon request, if we elect not to keep copies.  We reserve the right to charge for any attendances and copying.

Trust Account

We maintain a trust account for all funds which we receive from clients (except money received for payment of our invoices). 

In some circumstances, we are required by the United States’ Foreign Account Tax Compliance Act (FATCA) to obtain signed declarations from clients before lodging client funds on interest bearing deposit.  If we are holding significant funds on your behalf we will lodge those funds on interest bearing deposit with a bank:

if you have signed a FATCA declaration (where required);

if the interest earned on those funds is likely to exceed $100; and

once we have received your specific instruction to lodge those funds on interest bearing deposit.

We do not charge an administration fee against interest earned.

Due Diligence and Monitoring Obligations

We are required to comply with laws including:

the Anti-Money Laundering and Countering Financing of Terrorism Act 2009; and

FATCA and the USA/New Zealand intergovernmental agreement relating to FATCA (and related changes to New Zealand legislation).

We (or our relevant service providers) will undertake due diligence, monitoring and reporting and liaise with banks, the Police and other government agencies as required to comply with such laws.  This may relate to you, persons acting on your behalf and other persons associated with you (such as your beneficial owners, persons who have or may have effective control of you, members of your governing body and, in the case of a trust, the beneficiaries of the trust).

We may require you to provide certain information from time to time to ensure our compliance with such laws.  If that information is not provided or is considered by us to be potentially inaccurate, misleading or in breach of any law, we may have a statutory obligation to terminate or refuse to enter into an engagement and to make a report to relevant authorities.

If we are required by law to make any disclosure about you, persons acting on your behalf or other persons associated with you, we may be prohibited from telling you or such persons about such disclosure.

We are not liable to you, or anyone else, for anything done or not done by us (including any provision of information by us to any third party or any withholdings made) in order to comply with our legal obligations.

General

These terms will also apply 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.

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

You may not transfer or assign your rights or obligations under these terms or in relation to any engagement of us on any matter.

PART 2:  INFORMATION FOR CLIENTS

Set out below is the information required by the Rules of Conduct and Client Care for Lawyers of the New Zealand Law Society.

Fees

The basis on which fees will be charged is set out in our letter of engagement.  When payment of fees is to be made is set out in our standard terms of engagement.

We may deduct from any funds held on your behalf in our trust account any fees, expenses or disbursements for which we have provided an invoice.

Professional Indemnity Insurance

We hold professional indemnity insurance that meets or exceeds the minimum standards specified by the New Zealand Law Society.  We will provide you with particulars of the minimum standards upon request.

Lawyers’ Fidelity Fund

The New Zealand Law Society maintains the Lawyers’ Fidelity Fund for the purposes of providing clients of lawyers with protection against pecuniary loss arising from theft by lawyers.  The maximum amount payable by the Fidelity Fund by way of compensation to an individual claimant is limited to $100,000.  Except in certain circumstances specified in the Lawyers and Conveyancers Act 2006, the Fidelity Fund does not cover a client for any loss relating to money that a lawyer is instructed to invest on behalf of the client.

Complaints

We maintain a procedure for handling any complaints by clients, designed to ensure that a complaint is dealt with promptly and fairly.  If you have a complaint about our services or charges, you may refer your complaint to the person in our firm who has overall responsibility for your work.

If you do not wish to refer your complaint to that person, or you are not satisfied with that person’s response to your complaint, you may refer your complaint to any of our partners.

Our partners may be contacted by letter, email or telephone at the details listed on the Contact Us section of our website www.greenwoodroche.com. 

The New Zealand Law Society also operates a Lawyers Complaints Service and has powers that require it to investigate complaints about its members.  You are able to make a complaint to that service by contacting the Lawyers Complaints Service on 0800 261 801.

Persons Responsible for the Work

The names and status of the person or persons who will have the general carriage of or overall responsibility for the services we provide for you are set out in our letter of engagement.

Client Care and Service

The Law Society client care and service information is set out below.

Whatever legal services your lawyer is providing, he or she 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 described in the Rules of Conduct and Client Care for Lawyers.  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 the New Zealand Law Society’s website at www.lawyers.org.nz or call 0800 261 801.

Limitations on Extent of our Obligations or Liability

Any limitations on the extent of our obligations to you or any limitation or exclusion of liability are set out in our standard terms of engagement or otherwise in any letter of engagement we provide to you.