TERMS OF ENGAGEMENT
1 General
1.1 These Standard Terms of Engagement (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. Our relationship with you is governed by New Zealand Law and the New Zealand courts have exclusive jurisdiction.
1.2 These Terms explain what you can expect from us and what you agree to when we work for you and includes information we are required to tell you under the New Zealand Law Society Rules of Conduct and Client Care for Lawyers. We will also supply to you a client care letter at the outset as soon as reasonably practicable.
1.3 These Terms apply to each job we do for you, any current work and to any future work we do for you, although occasionally, we may change these Terms. If we make changes, we will notify you. These Terms are to be read along with all correspondence with you. If there is a conflict between such correspondence and these Terms, these Terms will prevail.
1.4 We prefer you sign and return a copy of these Terms. However, your continuing instructions will amount to your acceptance of these Terms.
2 Services
2.1 The services we are to provide for you (the Services) are outlined in our client care letter along with any further instructions that you provide to us in writing (or that we record in writing).
2.2 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 professionals in our firm.
2.3 When we do work for you we will;
2.3.1. Protect your privacy and confidentiality;
2.3.2. Act competently, promptly and according to your instructions;
2.3.3. Protect and promote your interests;
2.3.4. Give you clear information and advice;
2.3.5. Keep you informed about progress;
2.3.6. Treat you fairly and respectfully; and
2.3.7. Charge you a fee that is fair and reasonable.
2.4 The above commitments are subject to any overriding duties we may have (eg. to the Courts and the Justice System) and any legal obligations we have (eg. to provide information to some government agencies).
2.5 Our duties are owed to you, the client named in our client care letter. Nobody else (such as family members, shareholders, directors or related entities or trustees) can rely on our advice without our written consent.
3 Scope of work
3.1 We are not qualified to give:
3.1.1. Investment advice. You should get that advice from a qualified financial advisor;
3.1.2. Tax advice. You should get that advice from your accountant or tax advisor;
3.1.3. Insurance advice. You should get that advice from an insurance broker; and
3.1.4. Advice about foreign laws. We can help you to contact a lawyer in another country.
3.2 Our advice is that you should obtain advice from a financial advisor and an accountant as to the financial aspects of any work you may ask us to do for you. We can obtain such independent advice for you if you so instruct.
3.3 Unless we agree to do so in writing, we will not:
3.1.5. Remind you about dates (eg. visa expiry date, travel condition, PPSR, lease or consent expiry dates, and trust review dates); and
3.1.6. Update advice after it is given.
3.4 We will exercise due diligence, skill and care in carrying out the work identified in your instructions and agreed by us as part of our brief as outlined in our client care letter.
4 Communications
4.1 We will obtain from you contact details, including email address, postal address and telephone numbers. We may provide documents and other communications to you by email (or other electronic means). You will advise us if any of your contact details change.
4.2 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.
4.3 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.
5 How you can help us
5.1 You can help us by:
5.1.1 Giving us clear instructions;
5.1.2 Asking us if there is anything you are not sure of;
5.1.3 Telling us if you have any important time limits;
5.1.4 Dealing promptly with any questions we have;
5.1.5 Telling us if your contact details change;
5.1.6 Keeping in touch; and
5.1.7 Informing us straight away if you do not have photographic identity documentation.
5.2 Please ask us if you are concerned about anything or do not hear from us when expected.
6 Who we Can Accept Instructions From
6.1 Unless you let us know otherwise:
6.1.1 If you are a couple, we can accept instructions from either of you;
6.1.2 If you are a trust, we can accept instructions from any of the trustees or officers;
6.1.3 If you are a partnership, we can accept instructions from any of the partners or officers;
6.1.4 If you are a company, we can accept instructions from any of the Directors or employees or any other person you have authorised to instruct us; and
6.1.5 If you are a Body Corporate or Incorporated Society, we can accept instructions from any person holding themselves out as being authorised by the officers to instruct us.
7 Financial
7.1 Fees: We will charge you fair and reasonable fees for the work in question in all the circumstances of the particular case. The basis upon which we will charge our fees is set out in our client care letter.
7.1.1 If the client care 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, and adjusted (upwards or downwards) where appropriate for other factors permitted by the Rules of Conduct and Client Care for Lawyers (such as the complexity, urgency and speed of action required, importance, specialised knowledge, novelty, responsibility, the place where work is carried out and risk involved and the results achieved and the value or importance of the work to you). 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).
7.1.2 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.
7.1.3 Time spent on your matter will include meetings with you, considering, preparing and working on papers, correspondence, emails and telephone calls.
7.1.4 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 client care letter. Any differences in those rates reflect the different levels of experience and specialisation of our professional staff. Time spent is recorded in six-minute units.
7.1.5 Unless fees are clearly stated in writing to be a fixed sum, any indication of likely costs is an estimate only, exclusive of goods and services tax (GST) and disbursements, and subject to change as matters progress and the full amount of the work becomes apparent. We will give you an estimate of fees if you ask for one. Fees estimated or quoted will not cover work outside the original brief, for which an additional charge – based on the principles referred to above – will be made. Special fee arrangements may be available for certain work (eg. capped fees). Any estimate or special fee arrangement for a job will be outlined in our client care letter.
7.1.6 If you have any questions about our fees, please ask. If you wish, you may set an upper limit on your fees. We do not carry out contentious work on the basis that the payment of fees is contingent or conditional on a particular outcome unless specifically agreed in writing.
7.2 Disbursements and Third Party Expenses: 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 immigration application fees which are payable to Immigration New Zealand, assessment fees which are payable to New Zealand Qualification Authority (NZQA), search fees, court filing fees, registration fees, 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).
7.3 Office Service Charge Fee (Administrative expenses): In addition to disbursements, we may charge an office service charge fee (administrative expenses) to cover out of pocket costs which are not included in our fee and which are not recorded as disbursements. The office service charge fee is $69.00 including GST per file. These may include items such as photocopying and printing, postage, phone calls and file and document storage. This will be included separately on our account to you.
7.4 GST: Unless we state otherwise, our fees, estimates, and hourly rates do not include GST, or office service charge fees and disbursements, which are payable by you. Our services will usually attract GST. If this is the case, GST is payable by you on our fees and charges.
7.5 Invoices: We will send interim invoices to you, usually monthly, and on completion of the matter, or 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.
7.6 Payment: Invoices are payable within 14 days of the date of the invoice, unless alternative arrangements have been made with us.
4.6.1. 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.
4.6.2. If you have difficulty in paying any of our accounts, please contact us promptly so that we may discuss payment arrangements.
4.6.3. If our invoiced amount or any part of it remains unpaid beyond 14 days from the date of the invoice, we reserve the right to:
i charge a default fee calculated at the rate of 2% (plus GST) per month above the overdraft rate that our firm's main trading bank charges us for the period that the invoice is outstanding;
ii stop work on any matters in respect of which we are providing services to you;
iii require an additional payment of fees in advance or other security before recommencing work; and
iv 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.
4.6.4. Payment may be made by direct online banking. If we accept payment by credit card, we will charge you an additional 2% of the amount you pay.
7.7 Fees and disbursements in advance: Sometimes we may require you to pay fees, office service charges and disbursements in advance. We may do this, on reasonable notice, at any time. If we do, we will hold your payment in our trust account and only deduct our fees, office service charges and disbursements when we issue you an account.
7.8 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.
7.9 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.
7.10 Trust Accounting: We operate a trust account. All money received from you or on your behalf will be held to your credit in our trust account.
7.10.1 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.
7.10.2 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.
7.10.3 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 an interest bearing deposit (IBD) 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 IBD, less withholding tax and an interest administration fee payable to us of 10% of the interest, will be credited to you. You acknowledge that we cannot place on IBD if you have not provided us with any information we request relating to the United States Foreign Account Tax Compliance Act (FATCA) and the Common Reporting Standard (CRS) status. We are not responsible for obtaining the best interest rate available or for any loss of interest you suffer as a result of our failure or delay in placing your funds in an IBD account.
7.10.4 We generally charge a 10% administration fee on the gross interest earned on funds held on IBD. Withholding tax will be deducted on interest earned and paid to Inland Revenue. If we have your IRD number, you can elect to have withholding tax deducted at your applicable tax rate. If we do not have your IRD number, we are required to deduct it at the default rate (which may be higher than your actual rate).
7.10.5 When you transfer funds to our trust account in a foreign currency, we will convert those funds into New Zealand dollars at the prevailing exchange rate offered by our bank. We are not responsible for seeking or obtaining a better exchange rate. We are obliged to report international financial transactions over NZ$1,000.00 and we will charge you a fee for doing so.
8 Paying your Account
8.1 We may issue invoices monthly, on completion of a job, or on the ending of our engagement. We may also send you an invoice when we incur a significant expense.
8.2 Our invoice is payable on delivery.
8.3 If you have any questions about an invoice, please contact us straight away.
8.4 If we accept payment by credit card, we will charge you an additional 2% of the amount you pay.
8.5 Sometimes we may require you to pay office service charges, disbursements and fees in advance. If we do, we will hold your payment in our trust account and only deduct office service charges, disbursements and our fees when we issue you an invoice.
8.6 If we hold funds in our trust account on your behalf (including any sale proceeds, settlement amount, judgement, or other money), you authorise us to deduct office service charges, disbursements or any fees we have issued you an invoice for.
8.7 We may charge interest on unpaid overdue invoices at the rate of 2% (plus GST) per month, calculated on a daily basis and charged monthly and compounded, above the overdraft rate that our firm's main trading bank charges us for the period that the invoice is outstanding. We may take action to recover unpaid invoices and charge you the cost of that recovery and or report you to a credit reference agency. We may disclose your name and address to a credit agency to perform a credit reference check or to undertake credit management processes if we deem it necessary to do so.
8.8 Any failure or delay by us to charge interest on an unpaid invoice or to exercise any of our other rights will not operate as a waiver of those rights.
8.9 If your invoice is overdue, we may;
a Stop work we are doing for you until our invoice is paid in full; and
b Require an additional payment of fees in advance or other security before starting work again.
8.10 At your request, or with your approval, we may send our invoices to a third party to pay on your behalf. You are still responsible for payment by the due date if the third party does not pay.
8.11 In property matters and other capital transactions, unless previously agreed the following will apply:
a Fully cleared funds (including office service charges, disbursements, fees and GST) will be required in our account before completion of a transaction. This normally means your funds will need to be paid to us several clear banking days before the completion date. You may direct credit our account – in such cases this will need to take place the day before the funds are due.
b Fees, office service charges, disbursements, GST and any other amounts due to us on any bill will be deducted from any funds held by us on your behalf.
8.12 We may invoice you for disbursements and fees periodically even though the work is not completed.
8.13 If any request for payment on account or settlement of an interim invoice is not satisfied on time, we are entitled to cease further work on that matter and any other matter being handled by us for you. In such circumstances, we accept no liability for the effects of delays or loss suffered by you as a consequence.
8.14 Subject to paragraph 8.15 below, our invoice is payable by the person or persons to whom it is addressed and the liability for payment shall not be the responsibility of any third party unless this has been expressly agreed by us in writing and the invoice contains wording making this clear.
8.15 Where work has been carried out for a limited company then responsibility shall, in the first instance, be that of the company. However, if payment is not made by the company then we reserve the right to charge each and all of the company’s directors jointly and severally.
8.16 In contentious matters involving court proceedings you will be responsible for payment of our fees in full regardless of any order for costs made against any opponent.
8.17 If a court case is lost by you the probability is that you will have to pay your opponent’s costs as well as your own.
8.18 Even if you are successful at court the opponent may not be ordered to pay the full amount of your fees and may not be capable of paying what they have been ordered to pay.
8.19 If an opponent is publicly funded through legal aid you may not recover your costs even if successful, but you will still be liable for our fee.
9 Legal Aid
In some cases you may be eligible for legal aid.
9.1 We will monitor the grant of legal aid at each task completion.
9.2 Legal aid is governed by the Legal Services Act 2011 and the associated regulations. Legal aid is administered through the Ministry of Justice by the Legal Services Commissioner.
9.3 We will apply for a grant of legal aid in the usual way. However, if aid has been declined (for either prospects of success reasons or financial eligibility reasons) we will stop work and discuss the issue with you, with a view to filing an application for reassessment or reconsideration (ie: a legal aid internal appeal) or simply, if it is clear especially on financial eligibility grounds that you are not entitled to a grant of legal aid, we may continue working (with your express approval) and charge a fee equivalent to legal aid rates.
9.4 We will submit invoices in relation to your grant of legal aid to the Ministry of Justice and provide you copies. The Ministry of Justice will write to you about any conditions or repayment obligations that you may have in relation to the grant of legal aid and your rights as an applicant or recipient of legal aid. You should be aware at this time that legal aid is not always free. They may have a charge on property recovered or preserved which you will need to repay. You should read legal aid letters carefully and keep them for later reference.
9.5 If you have to pay a user charge, this will be deducted from our first invoice to the Ministry of Justice and we will collect the money from you. The user charge is a standard nominal fee. This cannot be changed and you can only be exempt if you are making a specified application for legal aid. We are not allowed to accept any other payments from you.
9.6 If you are required to repay your legal aid grant, the Ministry of Justice will write to you to tell you how much you are required to pay. You should read these letters carefully and keep them for later reference.
9.7 You must let the Ministry of Justice know if there is any change in you and your partner’s contact details, employment status, financial circumstances, and family details.
9.8 In the event an application for reconsideration, a review of any decision made by the Ministry of Justice (Legal aid) is required or an application to the Legal Aid Tribunal (LAT) is advised, all such applications require the express authority and/or signature of you the client. By signing below you appoint the lead provider as your agent to make the application for review, reconsideration and/or application to LAT on your behalf. We will use every endeavour to provide a copy of the documents submitted on your behalf and reserve the right to annex a copy of this express authority to act as your agent (i.e., as your attorney for such purposes). You may revoke the agency authority/power of attorney at any stage in writing to this office.
9.9 Our invoices for services will be forwarded directly to the Ministry of Justice for payment and a copy will be provided to you. For more information regarding legal aid you can contact the Ministry of Justice www.justice.govt.nz.
9.10 We will exercise due diligence, skill and care in carrying out the work identified in your instructions and agreed by us as part of our brief as outlined in our engagement letter.
10 Confidentiality and Personal Information
10.1 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:
a to the extent necessary or desirable to enable us to carry out your instructions; or
b as expressly or impliedly agreed by you; or
c as necessary to protect our interests in respect of any complaint or dispute; or
d to the extent required or permitted by law.
10.2 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.
10.3 Subject to clause 10.1, 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.
10.4 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.
10.5 The information we collect and hold about you will be kept at our office 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 Director, Dr Amir Bastani.
10.6 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 may 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.
10.7 Compliance: Please refer to clause 13 ‘Compliance’ regarding information that may be required to be provided to third parties.
10.8 Emails: We may communicate with you by email about the work we do for you. We have virus protection software and security protocols in place, however we cannot guarantee that electronic communications will always be free from viruses or other defects, are secure or will be received. We may occasionally email you information we think is relevant and useful to you. If you do not want to receive that information, please let us know. We will endeavour to call you and we ask you call us, to verify any specific bank account information. We will not transfer funds without being satisfied as to the recipient names, address and account information all of which will need to be verified to our satisfaction.
11 Documents, Records and Information
11.1 We will keep a record of all important documents which we receive or create on your behalf on the following basis:
a 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).
b 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.
c 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.
11.2 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.
11.3 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.
11.4 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.
11.5 We will retain some original documents indefinitely if we have agreed to hold them in safe custody for you. Examples are files relating to Will instructions and Enduring Powers of Attorney, relationship property, long term leases and creating of trusts or matters where evidence may be required after the standard limitation period has expired.
11.6 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.
11.7 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.
11.8 We will provide you with copies of documents you are entitled to under the Privacy Act or any other law if you ask us to. We may charge you a reasonable cost in doing so.
11.9 We charge you for the archiving and storage of the file and we charge you for the retrieval of stored papers required by you.
11.10 The copyright in all original documents prepared by us and in our publications is and shall remain our property.
12 Intellectual Property
12.1 Unless we agree otherwise;
a We retain ownership of all opinions, documents and other intellectual property created by us; and
b You must not provide our advice to others (such as using our opinions in any public document or statement).
13 Compliance
13.1 We are obliged to comply with all laws applicable to us in all jurisdictions, including (but not limited to):
a Anti-money laundering (AML) and countering financing of terrorism (CFT) laws; and
b Laws relating to tax and client reporting and withholdings.
13.2 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.
13.3 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.
13.4 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.
14 Verifying your Identity, Source of Funds and Credit Checks
14.1 We are obliged by law to verify your identity and in some circumstances, the source of funds for a transaction. The Financial Transactions Reporting Act 1996 and Anti-Money Laundering and Countering Financing of Terrorism Act 2009 require us to report any suspicion that funds derive from the profits of serious crime. It is an offence for anyone to prejudice an investigation by “tipping off” a person who is the subject of suspicion or any third party that the person is suspected of money laundering.
14.2 It is a condition of us accepting new instructions that upon request clients provide evidence to verify their identity and address verification. This should be a photographic identity such as a passport or drivers licence supported by evidence of your residential address and birth certificate. If you are not in a position to provide any such document you will need to contact us urgently to make us aware so that we can make alternative arrangements as appropriate. We supply a client form which must be completed by you as far as it is applicable and returned to us before we can act on your behalf.
14.3 We may wish to carry out reasonable credit checks on you from time to time.
14.4 You authorise us to collect information about you (including credit reports and customer due diligence information) to obtain, exchange, hold and use information and to make any other enquiries we think appropriate to;
a Confirm information provided to us about you is true;
b Undertake initial and ongoing customer due diligence and monitoring in accordance with the Anti Money Laundering and Countering Financing of Terrorism Act (AML/CFT Act);
c Enforce debt and legal obligations (including recovery of money owed to us); and
d Comply with other legal obligations we may have.
14.5 You authorise any person (including credit agents/reporters) to disclose information (including credit information) to us in response to such enquiries.
14.6 You accept that we may use customer due diligence services (including electronic based services from a third party) to verify your identity and conduct other customer due diligence or monitoring required under the AML/CFT legislation and that we may use credit reporting services to credit check you and that when we use such services;
a The other third party or credit reporter (each a service provider) will exchange information about you for that purpose and that service provider may hold information on its system and use it to provide their customer due diligence service or credit reporting service (as the case may be) to their other customers;
b We may use the service providers services in the future for any authorised purpose (including in relation to ongoing customer due diligence or the provision of credit). This may include using the service providers monitoring services to receive updates if information held about you changes; and
c If you default in your payment obligations to us, information about that default may be given to credit reporters and given by credit reporters to their other customers.
15 Conflicts of Interest
15.1 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.
15.2 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.
15.3 Before we accept instructions from you we will do our best to find out if any conflict of interest exists.
15.4 If we find a conflict at any time, we will immediately let you know and tell you how we plan to deal with the conflict. That may mean we need to stop working for you, the other client or both. The steps set out in the Rules that will be taken in the event of a conflict of interest, rules 5.4, 5.11 and 6.1.
16 Duty of Care
16.1 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.
16.2 Our advice is not to be referred to in connection with any prospectus, financial statement, or public document without our written consent.
16.3 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.
16.4 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.
16.5 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.
17 Guarantee
17.1 If you are a company, Trust or other incorporated entity, we may require personal guarantees from your Directors, Shareholders, Trustees or other officers. If you instruct us as a director or shareholder of a limited liability company then you agree to personally guarantee that company and its financial commitments to us. If you instruct us as a trustee of a trust then you agree to personally guarantee that trust and its financial commitments to us.
18 Limitations on our Obligations or Liability
18.1 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.
18.2 We limit our liability to you. The maximum aggregate amount that we have to pay you is the amount set by the New Zealand Law Society as the minimum standard for the indemnity limit on our professional indemnity insurance. We will not have to pay you more than the maximum aggregate amount for anything caused by or resulting from anything we do or do not do, or delay in doing, whether or not it is contemplated or authorised by any agreement with you.
18.3 The limit in 18.2 applies to the extent allowed by law, whatever you are claiming for and however liability arises or might arise if not for this clause (whether in contract, tort, including negligence, equity or otherwise).
18.4 If you are more than one person (such as a couple or partnership), this maximum is the maximum combined amount that we will have to pay you together.
18.5 If you engage us to do work for the purposes of a business, you agree that the Consumer Guarantees Act 1993 does not apply. Otherwise nothing in this clause 18 limits any rights you may have under the Consumer Guarantees Act 1993.
18.6 We shall not be liable for any loss or liability caused or contributed to by incomplete or inaccurate information supplied by you or third parties (including public records and expert witnesses), or because you did not read or receive a communication we sent you.
18.7 We shall not be liable for advice given or documents prepared relating to particular circumstances or for a particular transaction if such advice or documents are used without our express consent in other circumstances or for another transaction.
19 Professional Indemnity Insurance and Lawyers Fidelity Fund
19.1 We hold professional indemnity insurance that meets the New Zealand Law Society’s minimum standard. If you would like further information about our insurance, please ask.
19.2 The New Zealand Law Society operates a Lawyer’s Fidelity Fund for the purposes of providing clients of lawyers with protection against pecuniary loss arising from theft of money or property interest to lawyers. The fund covers losses of up to $100,000.00 per individual claimant. It does not cover loss where you have instructed us to invest money on your behalf (subject to limited exceptions set out in the Lawyers and Conveyancers Act 2006).
20 Termination
20.1 You may terminate our retainer at any time by giving us reasonable written notice.
20.2 We may terminate our retainer in any of the circumstances set out in the Rules, such as if you:
a Do not provide us with instructions promptly;
b Are unable to or do not pay our fees as agreed;
c The existence of a conflict of interest; and
d Give us instructions that require us to breach any professional imprudent and may be inconsistent with our fundamental obligations as lawyers. This does not apply to litigation instructions.
20.3 If we decide to stop working for you, we will give you reasonable notice and help you find another lawyer.
20.4 Before you take your records, you need to pay our fees for work we have done for you. We may keep a copy of any records you take.
20.5 If a mortgage lender is involved in a transaction we normally expect to receive instructions from them to act on their behalf. If so, we will have to pass them information you provide that might be relevant to their decision whether to provide finance to you. If you tell us things that you do not want the lender to know and they are relevant to the lender, we may have to stop acting for the lender and possibly also for you. This may also apply where we are acting for both parties in a transaction following receipt of informed consent from both parties.
20.6 If you or we decide that we will no longer act for you, you will have to pay for any unbilled work, disbursements and any other expenses as set out earlier up to the date of termination.
21 Enforceability of These Terms
21.1 The enforceability of these terms is not effected by;
a The ending of our engagement; and
b Any changes to our partners or the incorporation of our firm.
22 Feedback and Complaints
22.1 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 our Director, Dr Amir Bastani.
22.2 If you have any concerns or complaints about our services, please raise them as soon as possible with our Director, Dr Amir Bastani. Our Director will respond to your concerns as soon as possible. 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.
22.3 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. You can call the 0800 261801 for guidance, lodge a concern or make a formal complaint. Matters may be directed to:
Lawyers Complaints Service
PO Box 5041
Wellington 6140
New Zealand
Phone: 0800 261 801
To lodge a concern: www.lawsociety.org.nz/for-the-community/lawyers-complaints-service/concerns-form
To make a formal complaint: www.lawsociety.org.nz/for-the-community/lawyers-complaints-service/how-to-make-a-complaint
Email: complaints@lawsociety.org.nz
23 Client Care and Service Information
23.1 We are committed to complying with the New Zealand Law Society’s Rules of Conduct and Client Care for Lawyers.
23.2 The names and status of the person who will have the general carriage of or overall responsibility for the services we provide for you are set out in our client care letter.
23.3 We will also supply to you a client care letter which includes some of our professional responsibilities to you.
23.4 The obligations lawyers owe to clients are described in the Lawyers and Conveyancers Act (Lawyers: Conduct and Client Care) Rules 2008. Those obligations are subject to overriding duties, including duties to the courts and to the justice system. If you have any questions, please visit www.lawsociety.org.nz or call the New Zealand Law Society on 0800 261801.
We value our relationships with our clients and look forward to working with you. If you have any questions about these terms, please ask.
Yours sincerely,
Dr Amir Bastani
Principal solicitor
March 2025
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