Terms of Engagement

Master Services Agreement 

Under the requirements of the New Zealand Law Society, all clients must accept and sign an Agreement setting out my Terms of Engagement.

This Agreement sets out the terms under which I am engaged and will provide legal advice and services to clients.  Once accepted, that Agreement remains in force for a period of two years, unless terminated by either party or replaced by a new Agreement.

For each piece of advice or opinion or project to be covered under this Agreement I will provide the client with a Scope of Work setting out details of the services to be provided, my proposed fees, agreed timeframes, any information requirements and other project specific requirements. Each Scope of Work will be subject to the terms and conditions of this Agreement.

STANDARD TERMS OF ENGAGEMENT

• General
  • These Standard Terms of Engagement (Terms) apply to all work I undertake for you unless otherwise agreed in writing. This Agreement is governed by New Zealand law.
• Services
  • The services I am to provide will be set out in a separate Scope of Work for each project. I will agree the details of each Scope of Work with you by email before commencing any work. Each Scope of Work will cover the services to be provided, the agreed output, timetable, proposed fees, information requirements and other project specific requirements.
  • These Standard Terms of Engagement will apply to each Scope of Work except where otherwise agreed in writing.
• Communications
  • The preferred method for communications between us will be by phone or email. We agree to immediately advise each other of any change in our contact details.
  • I will report periodically on the progress of any project 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.
  • Occasionally I may send you other information that may be relevant to you or your business, such as newsletters and similar notices. You are free at any time to ask that I stop sending you such information.
  • I cannot guarantee that communications with you will not be lost or affected for some reason beyond my reasonable control, and will not be liable for any damage or loss caused thereby.
• Financial
  • Fees: My proposed fees will be set out before I begin each Scope of Work. My normal fee is $350 (+ GST) per hour – although this can be negotiable in limited circumstances.
  • Fixed Fees: In some instances we may agree a fixed fee for certain items of work. If so, I will charge that agreed fee for that agreed Scope of Work.  Work falling outside that scope will be charged on an hourly rate basis. I will advise you as soon as reasonably practicable if I anticipate needing to provide services outside the agreed Scope of Work and, if requested, will give you an estimate of the likely further costs.
  • Disbursements and Third Party Expenses: In the unlikely event that I incur disbursements and payments to third parties on your behalf, you authorise me to incur these disbursements (which may include travel and courier charges).  These will be included in my invoices, shown as “disbursements” when the expenses are incurred (or in advance when I know I will be incurring them on your behalf).
  • GST: My services will usually attract Goods and Services Tax (GST). If this is the case, GST is payable by you in addition to my agreed fees.
  • Invoices: I will send interim invoices to you, either monthly or on completion of each project. I may send you invoices more frequently should I incur a significant expense or undertake a significant amount of work over a shorter period.
  • Payment: Invoices are payable within 21 days of the date of the invoice, unless otherwise agreed in writing. If you have difficulty in paying any of my accounts, please contact me promptly so that we may discuss payment arrangements. Payment may be made by cheque or direct credit to my ASB Bank account 12-3026-0215708-01.
  • Default: If your account is overdue I may:
    • stop work on any project for you;
    • recover from you in full any costs I incur in seeking to recover the amounts from you, including my own fees and the fees of any collection agency.
  • Confidentiality and Personal Information
    • Confidence: I will hold in confidence all information concerning you or your affairs that I acquire while engaged by. I will not disclose any of this information to any other person except:
      • to the extent necessary or desirable to enable me to perform any agreed Scope of Work; or
      • as expressly or impliedly agreed by you; or
      • as necessary to protect my interests in respect of any complaint or dispute; or
      • to the extent required or permitted by law.
    • Personal information and Privacy: During this engagement I will collect and hold personal information about you. I will use that information to provide services and to contact you about issues I consider may be of interest to you. Provision of personal information is voluntary but if you do not provide full information this may affect my ability to undertake work for you.
    • Subject to clause 5.1, you authorise me to disclose such personal information to third parties in the normal course of performing services for you and for any other purposes set out in these Terms.
    • I 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 I collect and hold about you will be kept at my personal office and/or at secure file storage sites (including electronic file storage sites). If you are an individual, you have the right to access and correct this information.
    • Verification of identity: The Financial Transactions Reporting Act 1996 and Anti-Money Laundering and Countering Financing of Terrorism Act 2017 requires me to collect and retain information required to verify your identity. I may therefore ask you to show me documents verifying your identity (such as a passport or driver’s licence) and I may retain copies of these documents.
  • Documents, Records and Information
    • I will keep a record of all important documents which I receive or create on your behalf on the following basis:
      • I may keep a record electronically and destroy originals (except where the existence of an original is legally important).
      • At any time, I 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 me.
      • I am not obliged to retain documents or copies where you have requested that I provide them to you or to another person and I have done so, although I am entitled to retain copies for my own records if I wish to do so.
    • I will provide you on request with copies or originals (at my option) of all documents to which you are entitled under the Privacy Act 1993 or any other law. I may charge you reasonable costs for doing this.
    • You authorise me without further reference to you to destroy (or delete in the case of electronic records) all files and documents 7 years after our engagement ends (other than any documents that I hold in safe custody for you or are otherwise obliged by law to retain for longer). I may retain documents for longer at my 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.
    • I own copyright in all documents or work I create in the course of performing any services for you 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 my written
  • Conflicts of Interest
    • If a conflict of interest arises I will advise you as soon as reasonably practicable. This may mean I cannot act for you further in a particular matter and I may terminate our engagement.
  • Duty of Care
    • My duty of care is to you and not to any other person. I owe no liability to any other person, including for example any directors, shareholders, associated companies, employees, clients or family members unless I expressly agree in writing. I do not accept any responsibility or liability whatsoever to any third parties who may be affected by my performance of any services under my engagement with you or who may rely on any advice I give, except as expressly agreed by me in writing.
    • Uncertainty can arise when applying tax law to specific situations. I cannot guarantee tax authorities will agree with my advice. If it becomes apparent considerable uncertainty will arise in relation to my advice, I will discuss the issues involved with you.
    • My advice is not to be referred to in connection with any prospectus, financial statement, or public document without my written consent.
    • My advice is opinion only, based on the facts known to me and on my professional judgement. It is subject to any changes in the law after the date on which the advice is given. I am not liable for errors in, or omissions from, any information provided by you or third parties.
    • My advice relates only to each particular project in respect of which you engage me. Once that matter is at an end, I will not owe you any duty or liability in respect of any related or other matters unless you specifically engage me in respect of those related or other matters.
  • Professional Indemnity Insurance
    • I hold Professional Indemnity insurance covering that satisfies the requirements of the New Zealand Law Society. That coverage is with the New Zealand Bar Association Professional Indemnity Plan and is capped at $2million.
  • Limitation of Liability
    • If any claim whatsoever by you may arise with respect to my advice and services provided to you under these Terms of Engagement, you agree that any such claim against me is limited to the extent of coverage held by me under my Professional Indemnity Insurance policy. You hereby expressly agree that I am not liable to you for any loss, damages or costs in excess of that coverage.
    • You also agree that I am not liable for:
  • Any assessment or reassessment by Inland Revenue of your core income tax or GST liability (as this is an assessment with respect to your own tax liability in accordance with the applicable laws);
  • Any use of money interest charged by Inland Revenue with respect of any increased assessment or reassessment (as you have had use of the funds);
  • Any indirect or consequential loss or damages to you however caused or suffered (as I am only liable for the matters directly arising from my services or advice);
  • Any loss or damages to you however suffered as a result of your inadequate or late instructions (as I may not have been provided with sufficient information or had adequate time to act); or
  • Any loss or damages however suffered by any other person who is not my client named in these Terms of Engagement (as you are my client and my services and advice are provided only to you and are not to be relied upon by any third party).
    • In the event you have suffered any loss or damage that you allege may have arisen or resulted from my services or advice for you, you must notify me within 30 days of that potential liability arising, including providing me with all relevant background facts and issues relating to that potential liability, so that I may immediately advise my Professional Indemnity Insurance provider. You agree that your failure to give me timely notification regarding that potential loss or damage will result in you waiving your right to make any claim against me.
  • Authority to claim legal privilege and/or non-disclosure of tax documents
    • Under sections 20 of the Tax Administration Act 1994 you authorise me on your behalf to exercise your right to claim legal professional privilege with respect to any communications between us (including any communications with third parties undertaken for the purpose of providing legal advice) and/or any legal advice provided by me.
    • Under 20B to 20G of the Tax Administration Act 1994 you authorise me on your behalf to exercise your right to claim non-disclosure of tax advice documents created by you or by me.
  • Termination
    • You may terminate this Agreement at any time.
    • I may terminate this Agreement due to a conflict of interest, non-payment of my fees or failure to provide full instructions.
    • If this Agreement is terminated you must pay me all fees, disbursements and expenses incurred up to the date of termination
    • Unless otherwise terminated, this Agreement will remain valid for a period of two years.
  • NZ Law Society Client Care & Service Information
    • Lawyers must follow certain standards of professional behaviour. These are set out in the Rules of Conduct and Client Care for Lawyers,and came into effect with the Lawyers and Conveyancers Act 2006 .
    • Under these rules, you can expect that, whatever legal services your lawyer is providing, he or she must:

• act competently, in a timely way, and in accordance with any 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 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
• let you know how to make a complaint and deal with any complaint promptly and fairly.

• You may complainabout a lawyer who does not meet these standards.
• Lawyers must have a practising certificate issued by the NZ Law Society. You can look up the NZLS Registerto find out if the person you plan to consult holds a current practising certificate.
• More information about what you can expect from your lawyer and/or how you may lodge a complaint is available on the NZLS website at www.nzls.co.nz