Terms of Engagement
- We set out our terms of engagement for providing legal services ("Terms"). The Terms also include the Law Society client care and service information.
- These Standard Terms of Engagement (Terms) apply to any current engagement we have with you, 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. Our relationship with you is governed by New Zealand law and New Zealand courts have exclusive jurisdiction.
Responsible Partner and Team
- You will have a partner at Rennie Cox who is responsible for your work. The responsible partner named in our letter of engagement is your primary contact.
- The services we are to provide for you (the 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 response to your verbal instructions).
- 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 lawyers and legal assistants in our firm. In this way we can provide the appropriate expertise in an efficient, cost effective and timely manner.
You Can Help Us
- To ensure we understand your instructions and requirements we ask that you:
- Give us clear instructions, if possible, in writing, specifying your requirements and expectations and tell us if your requirements or expectations change.
- Respond to any important questions that arise.
- Advise us of any important time limits.
- Tell us who is authorised to give us instructions on your behalf.
- Please keep us updated with all your current contact details so that we can contact you as required.
Our Client Care and Service Commitment to You
- We will:
- 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.
- Act competently, in a timely way, and in accordance with instructions received and arrangements made.
- Provide you with information about the work to be done, who will do it and the way the services will be provided.
- Protect your privacy and ensure appropriate confidentiality.
- Treat you fairly, respectfully and without discrimination.
- Give you clear information and advice.
- Keep you informed about the work being done and advise you when it is completed.
- Charge you a fee that is fair and reasonable and let you know how and when you will be billed.
- 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 the justice system. If you have any questions, please contact us on (09) 303 4089 or contact the Law Society on 0800 261 801 or www.lawyers.org.nz.
- Responsible Partner and Team
- You Can Help Us
- Our Client Care and Service Commitment to You
- Calculation of our Fees
- Quotes and Other Fee Arrangements
- The Scope of your Instruction
- Our Advice
- Settlement Monies
- Recent Law Changes for Sales and Purchases in New Zealand
- Confidential Information
- Professional Indemnity Insurance & Fidelity Fund
- Termination of Our Legal Services
- Retention of Files and Documents
- Duty of Care
- Trust Account
- Limitation of Liability
- Your Satisfaction and Feedback
Calculation of our Fees
- 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.
- 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 the Lawyers and Conveyancers Act (Lawyers: Conduct and Client Care) Rules 2008 (Rules). These criteria include:
- The time spent working on the matter
- The skill and specialised knowledge and responsibility required
- The urgency with which the work is done
- The value or amount of the property or money involved
- The results achieved
- Among these factors, the time worked on the matter and effort required carry the heaviest weighting. We will keep accurate records of our time. Time is recorded in 6 minute units with time rounded up to the next unit of 6 minutes.
- 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).
- We charge a separate fee for the service of searching and registration, including PPSR & LINZ searches, Companies Office & LINZ registration ("search and registration fee").
- Office Service Charge Fee (Administrative expenses) and AML:
- In addition to disbursements, we charge a fee of 5.5 % of our invoice to cover out of pocket costs which are not included in our fee and which are not recorded as disbursements. These include items such as photocopying and printing, postage and phone calls. This will appear on our invoices as a separate "office service charge".
- Where we can we use APLYid for completing AML for client identification purposes as a cost effective solution. We will charge a separate "office service charge – AML" for each individual on our invoices at the rate of $16.00 plus GST.
- Where we place money on interest bearing deposit we charge a small commission of 5% of the gross interest earned on the deposit to cover our costs of administering this.
- 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.
- 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. Any significant assumptions included in the estimate will be stated and you must tell us if those assumptions are wrong or change. 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.
Quotes and Other Fee Arrangements
- We will provide you with a quote where the nature of the work can be defined at the outset. We are prepared to consider other flexible fee arrangements in appropriate circumstances.
Invoices and payment
- We send interim invoices to you, unless otherwise agreed in writing. We will also invoice on completion of the matter, or on 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.
- Our invoices are payable within 14 days from the date of the invoice, unless alternative arrangements have been made with us. 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 or unpaid, we may:
- require interest to be paid on any fees and disbursements which are more than 14 days overdue, at 11% (compounding) on a daily basis for the period that the invoice is outstanding;
- 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;
- claim a solicitor's lien, and refuse to release files and / or documents held by us on your behalf, to the extent allowed by law.
- Where you have agreed that we instruct external counsel, or another contractor such as an expert, then you will pay the amount either charged to us by that person, or pay that person direct where you are billed direct.
- GST will be added to our fees and charges (or any estimate or quote which we may give) in all cases except where the client is zero rated or exempt from GST.
- We reserve the right to require payment of a retainer, or require security, to cover anticipated fees and disbursements. We may do this, on reasonable notice, at any time. Where we require a retainer in advance to cover fees, disbursements and charges, the money will be paid into our trust account. We will forward you an invoice and deduct the corresponding amounts when the payment is due. We will ask for further retainers as required.
- 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 payment is not made, you will be responsible for all reasonable debt collection costs and/or legal costs (on a solicitor/client basis) that we incur in recovering outstanding amounts.
- Where the engagement letter is addressed to more than one person, each shall be jointly and severally liable for our fees and disbursements and other charges. By "jointly and severally liable", we mean that each person is responsible for ensuring that our bill is paid, and we can pursue all or any one of you for the whole amount that is due to us.
The Scope of your Instruction
- It is important that the scope of our work is clear and agreed between us at the outset and also if this changes during the conduct of the particular matter.
- Once the matter in respect of which we were engaged is at an end, save for legal duties which may subsist beyond expiration of the contract of retainer as a matter of law, we will not owe you any duty or liability in respect of any other matter, even if related, unless you specifically engage us in respect of those related or other matters.
- You should promptly discuss with the responsible partner any questions you have about the scope of our work and notify us (preferably in writing) if you wish to change the scope of our work.
- Where the engagement includes the giving of legal advice, the advice is an opinion only, based on the facts known to us, and on our professional judgement. Such advice is not a guarantee. Our opinions are limited by a number of factors, including our knowledge of the facts. Also, they are based on the state of the law at the time they are given. We will not be liable where we reasonably base our advice on information given by others, which turns out to be wrong, or the state of the law, which subsequently changes.
- Our advice will frequently be given in reliance on information provided by you or agencies such as public registry offices. We do not accept responsibility for any errors or omissions in that information or in our advice given as a result of those errors or omissions.
- Our duty of care is to you, as the party by whom we have been engaged, and not to any other person, including (for example, but without limitation) any directors, shareholders, associated companies, employees, business partners, or family members, unless we expressly agree in writing. Except as expressly agreed by us in writing, we do not accept any responsibility or liability whatsoever to any third parties who may be affected by the performance of the engagement or who may rely on any advice we give to you.
- Any advice given by us is not to be referred to in connection with any prospectus, financial statement, or public document without our written consent.
- We do not provide any advice to you in relation to the quality of the investment when acting for you in conveyancing property.
- We do not provide tax or tax law advice and we recommend you take your own appropriate tax advice. This includes advice on the tax implications of any agreement you sign.
- We will obtain from you contact details, including email address, postal address and telephone numbers. Unless otherwise agreed, we may provide documents and other communications to you by email (or other 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 resulting from this. You will advise us if any of your contact details change. If you have a preferred method of our firm communicating with you, please let us know.
- 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.
- We do not accept any liability for loss arising from non-receipt of any communication, including computer email communications.
- For property and financing transactions where payment of monies is due by you, we require clear funds for the correct amount to be deposited with us no later than the morning of the settlement.
Sales and Purchases in New Zealand
- Under current law, any Agreements for Sale and Purchase of land signed after 1 October 2015 will require you to provide us with the following information to complete the transaction:For NZ residentseach person's NZ IRD numberTrustsNZ IRD numberCompaniesNZ IRD numberPartnershipsNZ IRD numberFor offshore personsa NZ IRD number
a NZ bank account which shows deposits and withdrawals
your own country's tax identification numberAn offshore person is:A NZ citizen who has not been in NZ within the last 3 years OR
A person who holds a resident residence class visa but has not been in NZ within the last 12 months OR
A person who is not a NZ citizen or holds the above visa
If you are planning on nominating a different entity to complete the purchase of the property, that entity will also need to provide us with the above information.
There are certain criteria to apply for a NZ IRD number and this information can be found on the IRD website - www.ird.govt.nz. Obtaining an IRD number takes time so you should immediately apply for this.
Please note that we will be unable to settle the transaction if you do not have the above required information and penalty interest, from the other party you are contracting with, can be applied on late settlement.
Confidentiality and Personal Information
- 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; or
- as expressly or impliedly agreed by you; or
- as necessary to protect our interests in respect of any complaint or dispute; or
- to the extent required or permitted by law.
- 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.
- 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. Provision of personal information is voluntary but if you do not provide full information this may impact on our ability to provide the Services.
- Subject to clause 44, 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.
- 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.
- The information we collect and hold about you will be kept at our offices and/or at secure file storage sites (including electronic file storage sites) elsewhere. If you are an individual, you have the right to access and correct this information. If you require access, please contact our office manager.
- Verification of identity: The Financial Transactions Reporting Act 1996 requires us to collect from you and to retain information required to verify your identity. We may therefore ask you to show us documents verifying your identity (such as a passport or driver’s licence). We will retain copies of these documents. We may perform such other customer verification checks as to your identity and checks as to the source of any funds associated with any transaction to which the Services relate as we consider to be required by law.
- Compliance: Please refer to clause 53 'Compliance', below, regarding information that may be required to be provided to third parties.
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 1993 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.
- 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 as you see fit for your own personal or commercial use. However, you may not permit any third party to copy, adapt or use the documents without our written permission.
- We are obliged to comply with all laws applicable to us in all jurisdictions, including (but not limited to):
- Anti-money laundering (AML) and countering financing of terrorism (CFT) laws; 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 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 of any law, we may terminate or refuse to enter into an engagement.
Professional Indemnity Insurance & Fidelity Fund
- We hold professional indemnity insurance that meets or exceeds the minimum standards specified by the New Zealand Law Society.
- The Lawyers’ Fidelity Fund ("the Fund") provides cover up to specified maximums (currently $100,000) for clients who suffer financial loss by theft in certain circumstances. The Fund does not cover a client for any loss relating to money that a lawyer is instructed to invest on behalf of a client.
- We do not provide the services of financial planning or as a broker nor do we provide investment advice to clients. Should you pay us money with instructions to invest, it will not be subject to compensation from the Fund.
Termination of Our Legal Services
- You have the right to terminate our services by giving us reasonable written notice.
- The Rules of Conduct and Client Care for Lawyers require or allow us to stop work on your current files in a number of situations. These include:
- If you act contrary to our advice or ignore our advice.
- If there is a conflict of interest.
- Where there is misrepresentation or if you do not disclose relevant facts.
- Non payment of fees or costs.
- If you do not give us instructions in a timely manner.
- Should this type of situation arise we will try to discuss this with you in advance. We will give you written notice wherever practical, if we stop acting for you.
- If your retainer is terminated you must pay all our fees and disbursements/charges incurred up to the date of termination.
- If you have any concerns or complaints, we suggest that you raise this with the partner responsible for your work in the first instance. If you do not wish to raise this with the partner or you are not satisfied with the response, please contact one of our other partners who will deal with this fairly and promptly. We are committed to resolving any issues as soon as possible.
Retention of Files and Documents
- You authorise us (without further reference to you) to destroy all files and documents for this matter (other than any documents that we hold in safe custody for you such as a will) seven years after our engagement on the particular matter ends, or earlier if we have converted those files and documents to an electronic format.
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.
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 Lawyers and Conveyancers Act (Lawyers: Conduct and Client Care) Rules 2008 (Rules). This may result in a situation arising where we have a conflict of interest.
- 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 Rules. This may mean we cannot act for you further in a particular matter and we may terminate our engagement.
- 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 (and if we are acting for more than one of you, from all of 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.
- Unless it is not reasonable or practicable to do so, when we hold significant funds for you for more than a short period of time we will place them on call deposit with a bank registered under section 69 of the Reserve Bank of New Zealand Act 1989, subject to your having completed to the bank’s satisfaction any request for information relating to the deposit or certification required by the bank. 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.
Limitation of Liability
- Our liability to you in respect of any breach of contract, tort, breach of statutory duty or otherwise arising out of or in connection with our engagement or the services we provide is limited to the amount available to be payable under the Professional Indemnity Insurance held by the firm, which is a maximum of $5,000,000 in aggregate.
- Where we instruct a third party on your behalf we are not responsible for any act or omission of the third party.
- Where you are using our services for business purposes you acknowledge that none of the rights or remedies under the Consumer Guarantees Act 1993 apply to this engagement or the services we provide.
- These 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. The amended Terms will apply from the time sent to you.
- Our relationship with you is governed by New Zealand law and the New Zealand courts have non-exclusive jurisdiction.
Feedback and Complaints
- Client satisfaction is one of our primary objectives and feedback from clients is helpful to us. If you would like to comment on any aspect of the service provided by us, including how we can improve our service, please contact the Partner responsible for your business or our office manager, Sue Jackson.
- If you have any concerns or complaints about our services, please raise them as soon as possible with the person to whom they relate. They will respond to your concerns as soon as possible. If you are not satisfied with the way that that person has dealt with your complaint, please raise the matter with the Partner responsible for your business or with our office manager, Sue Jackson. We will inquire into your complaint and endeavour in good faith to resolve the matter with you in a way that is fair to all concerned.
- If you are not satisfied with the way we have dealt with your complaint the New Zealand Law Society has a complaints service to which you may refer the issue.
Date: 30 June 2020