Client Care & Terms of Engagement

Dear Client,

CLIENT CARE & TERMS OF ENGAGEMENT 

We would like to thank you for your instructions and to enclose a copy of our terms of engagement (“terms”).

Our terms together with this letter formally document the terms on which we will provide our legal services to you. Accordingly, please read both carefully. 

Scope of Representation

You have asked us to act for you in relation to your legal affairs as specified in our original reporting letter.

We also wish to formally record that our retainer will be restricted to the provision of legal advice, and as such, suggest that you liaise with your accountant and/or tax specialist to ascertain whether there are any tax and/or accounting implications of your proposed transactions. 

Personnel

Tony Meggitt, the Director of SDM Law Limited will have overall responsibility for work on this matter. He will be assisted by other solicitors or legal assistants in the firm when:

1. work can be carried out efficiently and cost-effectively by other members of the staff;
2. a particular speciality is required;
3. other circumstances made this appropriate.

Fees

Unless agreed otherwise our fees are based on the time we work on the matter and any other relevant factors specified by the New Zealand Law Society.  The current hourly rates (plus GST) are:

1. Principal/Consultants - $350.00 - $550.00 per hour
2. Solicitors - $250.00 - $350.00 per hour
3. support staff fees range from $100.00 per hour to $250.00 per hour depending on the level of experience.

A list of the rates of solicitors and legal assistants is available at any time.  We also charge separately for disbursements and any other charges incurred on your behalf.  This is set out in more detail in the Terms.

On a number of matters we will be in a position to provide an estimate of the total cost, based on the nature of the work to be completed, rather than on a time and attendance basis.  

In these circumstances we will endeavour to advise of that estimate at the outset.

Billing Arrangements:

We generally send invoices on a monthly basis.  Invoices are due and payable within 14 days of the date of the invoice.

We may charge you interest at 2.5% per month on any fee or disbursement/charge remaining unpaid after the due date for payment which will accrue until payment is made.  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.

Your continuing to instruct us in this matter will constitute your agreement to the above terms and we will proceed accordingly.

Investment Advice

In providing conveyancing services to you, we do not carry out valuations of property or business, nor do we determine whether the property or business meets your investment profile.  We recommend that you consult a suitably qualified professional such as a Registered Valuer, Financial Adviser and/or Accountant in relation to these issues.  We are not Authorised Financial Advisors under The Financial Advises Act 2008.  Accordingly, we also do not provide investment advice in respect of financial products.  Again, we recommend that you always obtain appropriate advice from a suitably qualified Financial Adviser or Accountant in relation to specific financial products.

Anti-Money Laundering

Law firms are now required to comply with the Anti-Money Laundering & Countering Financing of Terrorism Act 2009 (“AML”).  This requires us to obtain, verify and store information on you including your full name, date of birth and address.  If we act for your company and/or a trust we will need information on the persons who control or benefit from that company and/or trust ie directors, shareholders, trustees and beneficiaries.  If we act for your trust we will need to know the source of its funds and /or wealth, and we may need this is other instances too.

Whether you are a new client or we have acted for you for many years we still need to obtain AML information about you.

If you do not provide the information we require in a timely manner, we may not be able to act for you. Also if you do not provide us with the requisite information within the required time frame we are not liable for delays, costs, damages or losses (including consequential losses) that you may suffer or incur as a result of you not providing the information to us in the requisite time frame.

Payment of Funds

When you are paying funds to us, we may send you a settlement statement and deposit slip by email. Scammers have been impersonating law firms and sending emails to their clients which look like they have come from the law firm, but which contain the scammers bank account details.To ensure that this does not happen to you please ring Tony Meggitt or any one of the legal executives of the firm each and every time prior to making a payment to check and verify our trust account details. We do not accept any liability whatsoever for any loss that you may suffer if you fail to verify our trust account details by phone with anyone described above prior to making payment. 

Please also note that when we are paying funds to you or a third party we will need verification of the account details at least 2 working days before settlement.  This verification may include for example a copy of the 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.  Where verification is provided by email we will need to contact you or the third party by text or phone to confirm these details.

Foreign Account Tax Compliance (FATCA)

FATCA is US legislation directed at reducing tax evasion by US taxpayers which is in force in New Zealand.

As a result, we have a legal obligation to ask whether you or any controlling person of your company and/or trust (directors and shareholders) is a US citizen or US tax resident.  Please review the attached questionnaire.

If any person answers yes to any of the questions, please send it back to us as that person could be a US citizen or US tax resident.  We would then seek further information from them to make sure they comply with any legal obligations and avoid penalties.

If we do not hear from you then you are confirming that you and/or any controlling persons of your company and / or trust are not US citizens or US tax residents.

General

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.

Our relationship with you is governed by New Zealand law and New Zealand courts have nonexclusive jurisdiction.

How you can help

Before we start acting for you or commencing any new work for you, please contact us to ascertain the documentation that you will need for AML verification purposes and to make a time for you to bring the documentation into the office.

At the very least you will need to bring in your passport and a utility bill showing your address.

Please also bring in your IRD number and let us know once you have reviewed the attached FATCA questionnaire whether you or controlling persons of your company/trust are US Citizens or US tax residents.

If you would like us to act for you, please sign and return this letter together with our Terms. If you do not sign and return this letter and the Terms, but you continue to instruct us in this matter, that will constitute your agreement to the above terms and we will proceed accordingly.

We would like to take this opportunity to thank you for instructing us.  We aim to provide you with high quality and prompt legal services.  We look forward to having an ongoing relationship with you and so please retain this letter and the Terms for any future work.

‍

Yours faithfully

SDM LAW LIMITED 

WA Meggitt

Director

Email: tony@sdmlaw.co.nz

Introduction 

1. These are our terms of engagement for providing legal services to you ("Terms"). The Terms also include the Law Society client care and service information, and our client letter of engagement to you. 
2. The Terms set out the basis on which we provide legal services to you and form the basis of our agreement with you in relation to each instruction. Any changes need to be agreed in writing. 

Tony Meggitt – Director SDM Law Limited  

3. Tony Meggitt will be responsible for your work. He is your primary contact. 
4. Some or all of the work may be performed by other lawyers and legal assistants. In this way we can provide the appropriate expertise in an efficient, cost effective and timely manner. 

You Can Help Us 

5. 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.  
6. Please keep us updated with all your current contact details so that we can contact you as required. 
7. It is important that the scope of our work is clear and agreed between us at the outset.  If this changes during the transaction this will affect any estimates or quotes that we have given. 
8. You should promptly discuss with the responsible partner any questions you have about the scope of our work and notify us in writing if you wish to change the scope of our work. 

Our Advice 

9. Our advice is solely for your benefit and may not be relied upon by any one else unless we give our consent in writing. 
10. The opinions we give about the outcome of any legal matters are expressions of our best professional judgement. They are not guarantees. Our opinions are limited by a number of factors including, the accuracy and completeness of the information provided by you, and our knowledge of the facts. Also, they are based on the state of the law at the time they are given. 
11. 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. 
12. Our advice to you is not to be disclosed, referred to or used for any purpose other than for which it is sought and may not be made public or published. 

We do not provide Tax, Accounting, Investment or Valuation Advice 

13. We do not provide accounting or taxation advice and recommend that you instruct accounting or taxation advisors and specialists to ascertain whether there are any accounting and/or tax implications of your proposed transaction.  
14. We also do not give any advice as to value of property or businesses nor do we determine whether the property or business meets your investment profile. 
15. We are not Authorised Financial Advisers under The Financial Advisers Act 2008 and so we do not provide investment advice in respect of any financial products. Again, you should always obtain appropriate advice from a suitably qualified financial adviser or accountant in relation to specific financial products. 

Calculation of our Fees 

16. The fee which we will charge or the manner in which we will calculate the fee are set out in the letter of engagement. Unless otherwise stated in the letter of engagement, in setting our fee we consider the criteria laid down by the New Zealand Law Society. 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  
17. Among these factors, the time worked on the matter and effort required carry the heaviest weighting. 
18. The current hourly rates of our lawyers and legal assistants working on your matter will be set out in the Letter of Engagement and are also available on request. We adjust these rates from time to time to reflect levels of legal experience and changes in overheads. 

Disbursements

19. We charge separately for disbursements such as, computerised research services, Court fees   and other fees charged by agencies. 

Standard Office Service Charge

20. In addition, we charge 0.5% of the legal fee to cover our usual office services such as printing, photocopying, postage, telephone and internet charges, routine online searches, archiving and document retrieval. 
21. Where we place money on interest bearing deposit we charge a small commission of 10% of the net interest earned on the deposit to cover our costs of administering this. 

Estimates 

22. If requested, and when we can, we will give you an estimate of our likely fee, and where relevant anticipated disbursements. Estimates are based on our professional judgement. They are not maximum or fixed fee quotations and the final fee may vary. It is not always possible to provide an estimate.  Unless specified an estimate excludes GST, disbursements and expenses. 

Quotes and Other Fee Arrangements 

23. 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, at our discretion. 

Invoices 

24. We may send interim invoices (unless otherwise agreed in writing) which are generally delivered on a monthly basis.  We may send you invoices more frequently where we incur a significant expense or have to take a significant amount of work over a shorter period of time.  The invoices are payable within 14 days of the date of the invoice. 
25. If the invoices are not paid, we reserve the right to suspend work on any matters in respect of which we are providing services to you and to retain your files until the overdue amount is paid. 
26. 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.  You agree to hold safe and indemnify us for all matters where we act as solicitor on the record, including but not restricted to payment of all barrister costs. 
27. GST will be added to our fee (or any estimate or quote which we may give) in all cases except where the client is zero rated or exempt from GST. 
28. 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. 
29. In addition to the above, where your matter involves a transaction which concludes with a settlement such as the sale of property, a business, shares or other assets, or where we otherwise hold your funds, you irrevocably authorise us to deduct our fees, disbursements and charges from the funds which we hold.  
30. We may charge you interest at 2.5% per month on any fees and disbursements remaining unpaid after the date for payment. 
31. 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.   We note that our firm’s policy is to refer all debts of over 60 days to Veda Advantage and/or other similar Collection Agencies.
32. 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.  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 at a third party you remain responsible for payment to us in accordance with these terms if the third party fails to pay us.  Files for companies will be set up in the client’s name, invoices may be addressed to the Company for convenience on the basis that the client will remain personally liable for payment of the same. 

Communications 

33. If you have a preferred method of our firm communicating with you, please let us know in writing.  For the record we will correspond with you at the last known physical address provided. 
34. We do not accept any liability for loss arising from non-receipt of any communication, including computer email communications. 
35. When we correspond with you and others by electronic means these communications may be subject to interference or interception or contain viruses or other defects (“corruption”).  We do not accept any responsibility for and will not be liable for any damage or loss caused in connection with, or as a consequence of, the corruption of any communication. 

Payment of Moneys  

36. For property and financing transactions where payment of moneys is due by you, we require clear funds for the correct amount to be deposited with us no later than the date before settlement. 

36. (a) When you are paying funds to us, prior to making payment, you must always ring the Director of SDM Law Limited or any member of the staff of SDM Law Limited involved in the transaction to verify our trust account details. Scammers have been impersonating law firms and sending emails to their clients which look like they have come from the law firm, but which contain the scammers bank account details. We do not accept any liability whatsoever for any loss that you may suffer if you fail to verify our trust account details with the aforementioned by phone prior to making payment. 

36. (b) When we are paying funds to you or a third party, we will need verification of the account details at least 2 working days before Settlement.  This verification may include, for example, provision of a copy of the 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 the bank account details.  Where verification is provided by email, we will need to contact you or the third party by text or phone to confirm these details prior to settlement.  

Confidential Information 

37. After you have instructed us, you authorise us to collect and store information about you (including personal information, for example credit reports) and anything to do with the matter upon which you are instructing us. This will enable us to perform our work for you. You authorise us to use this information to the extent necessary to carry out your instructions or as required by law. We will follow the information privacy principles set out in the Privacy Act 1993. 

Professional Indemnity Insurance and Fidelity Fund 

38. We hold professional indemnity insurance that meets or exceeds the minimum standards specified by the New Zealand Law Society.  
39. The Lawyers’ Fidelity 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.  

Termination of Our Legal Services 

40. You have the right to terminate our services at any time.  
41. 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 we have not obtained a client waiver.  
    • 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.  
42. 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. 
43. If our retainer is terminated, you must pay all our fees and disbursements/charges incurred up to the date of termination.  This is a prerequisite of releasing your deeds, files and other information we are holding 

Complaints 

44. 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. 
45. If you are not satisfied with the outcome of the above inquiries you can also contact the NZ Law Society’s Lawyers’ Complaints Service, at 26 Waring Taylor Street, PO Box 5041, Wellington 6145, Tel (04) 472 7837 or (0800) 261 801, Fax (04) 473 7909.  

Retention of Files and Documents 

46. 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) 7 years after our engagement on the particular matter ends, or earlier if we have converted those files and documents to an electronic format. 

Trust Account 

47. 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 will charge an administration fee of 10% of the net interest derived. 

Limitation of Liability 

48. Our liability to you in respect of any breach of contract, tort (including negligence), breach of statutory duty or otherwise arising out of or in connection with our engagement or the services we provide is limited to a maximum of five times the fee charged on the matter.  
49. You agree not to bring any claim action or proceedings against us, regardless of the basis of the claim action or proceedings, more than 12 months after the cause of action has arisen.  Specifically, if we have any liability to you, then for the purposes of any claim against us, as defined by the Limitation Act 2010, whether in contract, tort, equity or otherwise, arising out of your engagement of us, the Act is modified so that any claim must be filed within 12 months after the date of the act or omission on which the claim is based. Further, the "late knowledge" provisions in sections 11(2), 11(3), 14 and 32(2) won’t apply. The 12 month time period applies whether or not loss or damage has become apparent, or has been suffered, within that time period.
50. We are not liable to you (or any other person) under any head of law including without limitation contract, tort (including without limitation negligence), equity, the law of restitution, and under any statute for any loss of turnover or income or loss of profit or of goodwill, or for exemplary damages.  
51. Where we instruct a third party on your behalf we are not responsible for any act or omission of the third party. 
52. 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. 
53. We are not liable for any loss suffered by you caused by third parties hacking or otherwise interfering with our information technology systems. 

AML/CFT Requirements 

52. We are required to comply with certain obligations under the Anti-Money Laundering and Countering Financing of Terrorism Act 2009 (AML/CFT Legislation).  We will need to obtain, verify and store certain information about you, and any persons acting on your behalf, including your full name, your date of birth and address. 
53. If we act for your company, and/or a trust we will also need information about the persons who control and benefit from your company and/or trust ie directors, shareholders, trustees and beneficiaries.  If we act for your trust we will need information on its source of wealth/funds and we may need this in other circumstances too. 
54. If we request information from you that is required under the AML/CFT Legislation and you fail or unable to provide such information in the required time frame, or the information does not meet the requirements of the AML/CFT Legislation,  we are not liable to you for delays, costs, damages or losses (including consequential losses) that you may suffer or incur as a result of you not providing that information to us within the requisite time frame.  We are not liable to you if we are legally required to provide information to third parties under the AML/CFT Legislation.  If we receive any money or other assets on trust for you we are not required to pay or transfer that money or those assets out of our control until the requirements of the AML/CFT Legislation have been complied with. 
55. If you do not provide the information that is required under the AML/CFT Legislation within the required time frame, it is likely that we will not be able to act, or continue to act, for you. 

Charges for AML/CFT Compliance

55. (a) Where we are required to undertake AML/CFT compliance our charges will be as follows;
    
    • Individuals @$200 plus GST per individual;
    • Companies @$350 plus GST per Company;
    • Trusts @ $450 plus GST per Trust. 

General 

56. These Terms apply to any current engagement and also to any future engagement, whether or not we send you another copy of them. 
57. 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. 
58. Our relationship with you is governed by New Zealand law and the New Zealand courts have non-exclusive jurisdiction. 

Your Satisfaction and Feedback. 

59. We wish to ensure that we meet your expectations wherever possible and we invite your feedback whether it is good or bad. Please contact the responsible partner with your feedback. 

Our Client Care and Service Commitment to You  

60. We will: 
    
    • Protect and promote your interests and act for you free from compromising influences or loyalties, unless otherwise disclosed to you.  
    • 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.  

61. 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) 620-8154 or contact the Law Society on 0800 261 801 or www.lawyers.org.nz.