Ellice Tanner Hart

Standard Terms of Engagement

These Standard Terms of Engagement (“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.

1.    Services

1.1    The services we are to provide for you are outlined in our engagement letter. For existing clients we may also provide services on the basis of your instructions, where they are received in writing and the scope of our engagement is clear.

1.2    Acronyms used in these terms have the following meaning:

         AML/CFT means Anti-Money Laundering and Countering Financing of Terrorism 2009.

         FATCA means Foreign Account Tax Compliance Act.

2.    Financial

2.1    Fees:

(a)    The fees which we will charge or the manner in which they will be arrived at, are set out in our engagement letter.

(b)    If the engagement letter specifies a fixed fee, we will charge this for the agreed scope of our 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 the agreed scope and, if requested, give you an estimate of the likely amount of the further costs.

(c)    Where our fees are calculated on an hourly basis, the hourly rates are set out in our engagement letter.  The differences in those rates reflect the experience and specialisation of our professional staff.  Time spent is recorded in 6 minute units, with time rounded up to the next unit of 6 minutes.

(d)    On request we will provide an estimate of our likely fee (if it is practicable to give an estimate).  Estimates are not maximum or fixed-fee quotes.

2.2    Disbursements and expenses: In providing services we may incur disbursements or have to make payments to third parties on your behalf.  These will be included in our invoice to you when the expense is incurred.  We may require an advance payment for the disbursements or expenses which we will be incurring on your behalf. We charge a standard fee for general office services, currently $30 (including GST) per invoice, which covers telephone calls, stationary, postage (not courier fees), and photocopying.

2.3    GST (if any): Is payable by you on our fees and charges.

2.4    Invoices:  We may send interim invoices to you (usually monthly) as well as on completion of the matter, or termination of our engagement.  We may also send you an invoice when we incur a significant expense.

2.5    Payment:  Unless alternative arrangements have been made with us in writing, our invoices are payable within 14 days of the date of the invoice (or immediately upon issue of the invoice if we so require). For conveyancing work, unless alternative arrangements have been made with us in writing, we require our fees and expenses to be paid in full on or before settlement of the transaction at the latest (subject to payments due on any earlier interim invoicing by us).  We may require interest to be paid on any amount which is more than 7 days overdue.  Interest will be calculated at the rate of 5% above the overdraft rate charged by this firm’s bank as at the close of business on the date payment became due, compounding monthly.

2.6    Security, Pre-payments and Deductions from Funds in Trust:  We may ask you to pre-pay amounts to us or to provide security for our fees and expenses.  In any event, you irrevocably and unconditionally authorise us:

(a)    to debit against amounts pre-paid by you; and/or

(b)    to deduct from any and all funds in our trust account which we hold on your behalf (whether or not those funds were paid into our trust account for some other purpose) any fees, expenses or disbursements for which we have provided an invoice.

2.7    Third Parties:  Although you may expect to be reimbursed by a third party for our fees and expenses and/or 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 within 14 days of the date of our invoice (or immediately upon the issue of our invoice if we so require).

2.8    Enforcement Costs:  In the event of default in your payment to us of our fees, expenses and disbursements when due, you will be responsible for, and we may recover from you, our full legal costs and expenses incurred (on a full indemnity basis) of and incidental to the enforcement or attempted enforcement of our rights and remedies against you, and also all debt collection commissions and costs which we may incur in recovering or attempting to recover from you any overdue amount.

In the event our firm chooses to perform the legal work associated with the recovery or attempted recovery of amounts you owe to us we shall be entitled to claim from you and recover full legal costs and expenses incurred in the same amount as we would otherwise have had to pay to another law firm to perform the same legal work.

3.    Confidentiality and Personal Information

3.1    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 to enforce these Terms; 

(b)    to the extent required by law or permitted by the Law Society’s Rules of Conduct and Client Care for Lawyers; or

(c)    to the extent required by law to meet AML/CFT, FATCA, IRD or any other third party compliance requirements.

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

3.3    You authorise us to collect from third parties and store such personal information concerning you as we may reasonably require to carry out your instructions, to carry out and enforce these Terms, to meet our statutory obligations and for our statistical and marketing purposes.

3.4     We use a third party provider to assist us with electronic verification for AML/CFT compliance. You acknowledge that, in accordance with clause 3.1(c), we may provide your personal information to that party to allow an SMS to be sent to you, and your details submitted to certain databases for identification verification purposes.

3.5        If a suspicious activity is reported concerning you or your company as a result of the AML/CFT compliance requirements, we are not permitted to disclose the existence of this report to you or to discuss its content.  Furthermore you will not have the right to request that information contained in the report be corrected.

4.    Termination

4.1    You may terminate our retainer at any time.

4.2    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.

4.3    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.

5.    Retention of files and documents

5.1    You authorise us (without further reference to you) to destroy all files and documents for any matter in respect of which you engage us (other than any documents that we hold in safe custody for you) 7 years after our engagement ends, or earlier if we have converted those files and documents to an electronic format.

6.    Conflicts of Interest

6.1    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.

7.    Duty of Care

7.1    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 in writing.

8.    Trust Account

8.1    We maintain a trust account for all funds which 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 may charge an administration fee of 5% of the interest derived.

9.    Tax

9.1    We are not qualified to give tax advice and we do not provide or offer to provide tax advice. You should get that advice from your accountant or tax advisor. We are also able to recommend a specialist tax advisor, but we are not liable for the performance of any such specialist.

9.2    You are required to provide us accurate information regarding your Resident Land Withholding Tax status.  If we do not receive this we may be required to retain 10% of the purchase price in order to meet our obligations under the Taxation (Residential Land Withholding Tax, GST on Online Services, and Student Loans) Act 2016.

9.3    We are not liable in relation to any Resident Land Withholding Tax wrongly withheld from an amount held on your behalf.

10.    General

10.1    Where you retain us to provide legal services for you for the purposes of a business, the Consumer Guarantees Act 1993 will not apply to your retainer with us.

10.2    We are obliged to comply with the AML/CFT which means we will be required to take reasonable steps to make sure the information you give us is correct.  We may also need to collect additional information such as the nature and purpose of the work you wish us to undertake as part of he provision of legal services and the source of funds for any financial transactions.  This information may also be required in order for us to comply with the obligations imposed on lawyers by FATCA (USA). 

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

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

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

11.    Trusts

11.1      If you have instructed us to act as a professional, independent trustee, we will invoice you an annual fee for this service on an ongoing basis. This fee, currently $420 plus GST per annum, covers the time required for us to meet our obligations as trustees pursuant to the Trusts Act 2019. This fee is separate to any other legal work carried out in respect to any trust.  

12.     Acceptance

12.1    You acknowledge your acceptance of the above Terms by instructing us to act for you, or by continuing to instruct us to act for you, after having received notice of these Terms.