Terms of Engagement

Standard Terms of Engagement

STANDARD TERMS OF ENGAGEMENT

At Bramwell Bate Limited we continually strive to provide our clients with the best possible service, ensuring a superior relationship between lawyer and client. These Terms and Conditions (“Terms”) apply in respect of all work carried out by us for you, except to the extent that we otherwise agree with you in writing. We will take your continued instructions as your acceptance of these terms, so please ask if you have any questions about them.

1. Services

1.1 The services which we are to provide for you are outlined in our Letter of Engagement.

1.2 Unless specifically included in our Letter of Engagement, our services exclude taxation advice, investment advice and advice involving the laws of other countries.

1.3 While we will make every effort to draw your attention to impending expiry dates such as PPSR registrations, leases etc. dealing with such expiry situations remains the sole responsibility of the client.

2. Who we can accept instructions from

2.1 Unless you let us know otherwise:
(a) if you are a company, we can accept instructions from any of your directors or employees or any other person you have authorised to instruct us;
(b) if you are a trust, we can accept instructions from any of your trustees or officers;
(c) if you are a partnership, we can accept instructions from any of your partners or officers;
(d) if you are a couple, we can accept instructions from either of you.

3. Anti-Money Laundering and Countering Financing of Terrorism Act 2009

3.1 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.

3.2 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.

3.3 To ensure our compliance and yours, we may be required to provide information about you, persons acting on your behalf or other relevant persons or government agencies. There may be circumstances where we are not able to tell you or such persons if we do provide information.

3.4 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.

4. Client Care and Service

4.1 We have the following duties when providing legal services to you:
(a) To act competently, in a timely way, and in accordance with instructions received and arrangements made.
(b) To protect and promote your interests and act for you free from compromising influences or loyalties.
(c) To discuss your objectives with you and how they should best be achieved.
(d) To provide you with information about the work to be done, who will do it and the way the services will be provided.
(e) To charge you a fee that is fair and reasonable and let you know how and when you will be billed (see below).
(f) To give you clear information and advice.
(g)To protect your privacy and ensure appropriate confidentiality.
(h) To treat you fairly, respectfully and without discrimination.
(i) To keep you informed about the work being done and advise you when it is completed.
(j) To let you know how to make a complaint and deal with any complaint promptly and fairly.

4.2 The obligations lawyers owe to clients are fully 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.

4.3 If you have any questions, please visit www.lawsociety.org.nz or call 0800 261 801.

5. Fees / Financial

5.1 We will ensure that our fees are fair and reasonable based on the following factors:
(a) the time and labour expended by us;
(b) the skill, specialised knowledge, and responsibility required for us to perform the services properly;
(c) the importance of the matter to you and the results achieved;
(d) the urgency and circumstances in which the matter is undertaken and any time limitations imposed by you;
(e) the complexity of the matter and the difficulty or novelty of the questions involved;
(f) the degree of risk assumed by us in undertaking the services, including the amount or value of any property involved;
(g) the experience, reputation, and ability of the people performing the services;
(h) the possibility that the acceptance of this matter will preclude us from acting for other clients with conflicting interests;
(i) whether the fee is fixed or conditional;
(j) any quote or estimate that we have provided;
(k) any fee agreement between us and you; and
(l) any other relevant circumstances.

5.2 Disbursements and expenses: In providing services we may incur disbursements or make payments to third parties on your behalf. We may require an advance payment for the disbursements or expenses which we will be incurring on your behalf.

5.3 Office Bureau Fee: In addition to disbursements, we may charge a fee of up to $65.00 to cover our out of pockets 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. The amount charged by way of the Office Bureau Fee may change from time to time and without notice.

5.4 GST: GST is payable by you on our fees and charges (unless your situation qualifies for GST being exempt or zero-rated).

5.5 Invoices: We may send invoices to you, either monthly or at certain stages of the matter, on completion of the matter, or on termination of our engagement. We may also send you an invoice to obtain reimbursement for a significant expense incurred on your behalf.

5.6 Payment of invoices: Invoices are payable within 14 days of the date of the invoice unless alternative arrangements have been made with us.

5.7 Other options for payment: You can pay by:
(a) cash,
(b) cheque payable to: “Bramwell Bate Trust Account”,
(c) EFT-POS,
(d) Credit Card (Visa or MasterCard),
(e) Bank Direct Credit to Bramwell Bate Trust Account at ASB, Hastings, account number 12-3197-0014011-02 quoting your client matter reference shown at the top of your invoice.

5.8 Making arrangements for payment: If you are anticipating having difficulty paying an invoice on time, please immediately contact either the Bramwell Bate Lawyer who sent you the invoice or one of the Directors. We reserve the right to charge interest on any invoice remaining unpaid after the due date unless prior arrangements have been made. If any account is not paid within thirty (30) days interest will be charged on the outstanding balance at the rate of 15% per annum from the date on which payment was due and you will be responsible for any debt collection cost that we incur in recovering outstanding amounts from you.

5.9 Guarantees: If you are a company or other incorporated entity we reserve the right to seek appropriate personal guarantees in respect of our fees and expenses.

5.10 Pre-payments and Payment by Deduction
(a) we may ask you to pre-pay amounts to us, or to provide security for our fees and expenses. You authorise and instruct us to debit against amounts pre-paid by you.
(b) we may deduct our fees, expenses or disbursements from funds held in our Trust Account on your behalf for which we have provided an invoice.

5.11 Ceasing work following non-payment: If your account remains outstanding after sixty (60) days and no appropriate arrangements have been made with our firm then no further work will be undertaken by any Lawyer of Bramwell Bate until appropriate arrangements are made to bring the account back into good standing. You will be informed that work has ceased.

5.12 Credit enquiries: By engaging us you will authorise us to carry out reasonable credit enquiries and you authorise anyone we contact to provide to us information about you that we reasonably request as part of our credit enquiries. You also authorise us to provide information on any amount owed to us which is overdue for payment, to credit agencies.

5.13 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, nevertheless you remain responsible for payment to us if the third party fails to pay us.

5.14 Collection costs: If you do not pay our fees and disbursements as they fall due, you may be liable for our costs, expenses and charges (including legal costs on a lawyer / client basis) that are incurred by us in collection of our fees and disbursements.

6. Confidentiality

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

6.2 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.

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

7. Investment advice

7.1 Bramwell Bate Limited is a law firm. Any discussions we have with our clients regarding investment is purely incidental to providing legal services. For the purposes of Securities Markets Amendment Act 2006, Bramwell Bate Directors and staff are not investment advisors. Clients requiring financial advice about investments should take advice from a specialist in that area.

8. Termination

8.1 You may terminate our retainer at any time.

8.2 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.

8.3 If our retainer is terminated you must pay us all fees due up to the date of termination and all expenses incurred up to that date.

9. Verifying your identity

9.1 Please do not be offended if we ask you to provide us with documents verifying your identity. In many cases we are required to do so (even if we have acted for you previously), for example under The Anti-Money Laundering and Countering Financing of Terrorism Act 2009 (“AML/CFT”).

By engaging with us you consent to your information being shared with and used by electronic based services provided by a third party to verify your identity and conduct the due diligence required under the AML/CFT Act. The third party may confirm your documents with the document issuer, the official record holder, a credit bureau and authorised third parties for the purpose of verifying your identity and address. When such services are used, the third party may also hold information on its systems for the necessary due diligence service to be provided.

10. Retention of files and documents

10.1 We will keep a record of all important documents which we receive or create on your behalf on the following basis:
(a) Once a document has been scanned and stored electronically, we may at our discretion destroy the original document (except where the existence of an original is legally important such as in the case of wills and deeds) and as such may not retain a physical file of each matter.
(b) At the end of the matter, the paper file (if there is one) will be scanned and stored electronically. Once the paper file has been scanned and stored electronically it will be destroyed (other than any documents that we hold in safe custody for you or are otherwise obliged by law to retain for longer).
(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.
(d) Where we have retained a paper file, you authorise us and consent to us (without further reference to you) to destroy all files and documents in respect of the Services 6 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;
(e) For electronic records, you authorise us and consent to us (without further reference to you) deleting all files and documents 10 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. Unique Documents

11.1 We shall retain the copyright in any unique document we prepare on your behalf using our legal expertise. This means that while you are entitled to use the document for the purpose for which it was commissioned, you or any other person are not permitted to make use of any such document for any other purpose without our agreement in writing. If you wish to make subsequent use of such a document, including modifying it for another purpose or situation, please first seek our agreement.

12. Conflicts of Interest

12.1 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.

13. Duty of Care

13.1 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.

14. Trust Account

14.1 We maintain a trust account for all funds that we receive from clients (except monies received for payment of our invoices). If we are holding significant funds on your behalf we will normally lodge those funds on interest bearing deposit with a bank. In that case we will charge an administration fee of 5% of the gross interest derived.

14.2 In respect of New Zealand residents, Resident Withholding Tax (RWT) will be deducted and paid to the Inland Revenue Department (IRD) on the interest you earn in accordance with current tax legislation. If we do not have your IRD number tax will be deducted at the default rate. Individuals or couples may provide us their IRD number(s) and nominate a rate at which withholding tax will be deducted. Impersonal entities for which we hold an IRD number will have tax deducted at the default rate unless we have received a copy of a valid certificate of exemption. For overseas clients, Non Resident Withholding Tax will be deducted and paid to IRD at the legally designated rate.

15. Professional Indemnity Insurance

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

16. Lawyers Fidelity Fund

16.1 The 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 $100,000.00. Except in certain circumstances specified in the Lawyers & 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.

17. Complaints

17.1 We maintain a procedure for handling any complaints by clients, designed to ensure that a complaint is dealt with promptly and fairly.

17.2 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.

17.3 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 the Directors.

17.4 The Law Society also maintains a complaints service and you can make a complaint to that service. To do so you should contact the Law Society. The Law Society may be contacted as follows:
(a) by letter to the NZLS Lawyers Complaints Service, Hawke’s Bay Area, P O Box 341, Napier 4140;
(b) by email to [email protected];
(c) by telephone to 0800 261 801 or (06) 833 6435;
(d) by fax to (06) 835 1254

18. General

18.1 These Terms apply to any current engagement and to any future engagement, whether or not we send you another copy of them.

18.2 We are entitled to change these Terms from time to time, in which case we will send you amended Terms.

18.3 Our relationship with you is governed by New Zealand law..

19. Agreement

19.1 If we do not hear from you to the contrary by return mail, we will assume that you agree with all the above terms and will proceed accordingly. If you conclude that you do not want our firm to act on your behalf, please inform us promptly.

19.2 Please contact us if you have any questions or concerns relating to any matters outlined in this letter. We value our relationship with you and encourage you to talk to us with any queries you may have.

19.3 We look forward to working with you and shall use our best efforts on your behalf.

21 May 2020