Terms of Engagement
These Terms of Engagement set out the basis of our professional relationship with you, and will apply whenever you instruct us to act for you, unless we agree (in writing) to vary them.
In these Terms of Engagement, “we”, “us” and “the firm” means Goodwin Turner Lawyers Limited (a limited liability company). “You” means our client as identified as such in an engagement letter or as otherwise agreed. When you are a company or other entity, we act only for you (ie. We do not act for your shareholders, directors, agents or members unless we expressly agree otherwise).
We may vary our Terms of Engagement from time to time. We will endeavour to advise you in advance of any material changes but in any event the latest and current version of our Terms of Engagement will always be available on our website (www.goodwinturner.co.nz).
Scope of our role
The services we will perform will be those described in an engagement letter sent by us, or as otherwise discussed or communicated to you. If you are expecting, or would like us to perform other services, it is important that you let us know.
We do not provide accounting or tax advice, and are not responsible for the impact of our advice on your accountancy and/or tax affairs. It is important that you take separate advice as necessary regarding accountancy and/or tax matters.
We are only qualified to advise on New Zealand law. If we assist you in respect of matters governed by foreign law, we do so on the basis that we do not accept any responsibility in relation to your legal position under that foreign law.
Persons responsible for Work
In addition to the people primarily responsible for supervising or completing your work, other staff with suitable skills and experience may also perform work on your behalf. Utilising these other staff helps us ensure deadlines are met, and to minimise your costs.
Fee alternatives and calculation: We understand it is important that you have as much control on likely costs as possible. We are happy to discuss fee arrangements with you, and may, on occasions, be willing to agree to fix our fees at a pre-agreed level for a specific piece of work.
If no fee is agreed in advance, our fees will be calculated taking into account both the time we spend on a matter, charged at our hourly rates, and a number of other fee-setting factors listed in the Lawyers and Conveyancers Act (Lawyers: Conduct and Client Care) Rules 2008. These factors may include the specialised knowledge and responsibility required, the importance of the matter, the urgency and circumstances in which we carry out your instructions, and the results achieved.
Estimates: To give you greater certainty about likely costs, we will give you a fee estimate on request. This will be a guide only, and not a fixed quote. We will also, on request, periodically advise you of the level of fees incurred or inform you when fees reach a specified level.
If we provide any estimate or quote, we do so subject to the following assumptions:
• your instructions are complete and accurately describe our role
• the matter will proceed and be completed in the manner anticipated in your instructions and within any indicated, or a normal, timeframe
• you will provide any information or instructions we require to do our work in a timely and efficient manner
• no unforeseen impediments will arise and require additional work
• all parties and other advisers involved in the matter will be co-operative and will not be unreasonable, and
• any third party or regulatory consents or approvals will be given in a timely manner and will not involve protracted negotiations.
Unless specified, GST and disbursements are excluded from any estimate or quotation. Any breakdown of costs we provide to support our estimate or quotation is indicative only and we can adjust any component of such breakdown.
Variations/Additional work: Any work you ask us to do outside the scope of our estimate or quotation will be charged for separately. This includes supplementary reporting or explanations, and any additional work we do because any of our assumptions are not correct. We will do our best to advise you in the event any of the assumptions underlying an estimate or quotation are no longer valid.
Commercial factors influencing costs: The level of fees is often reflective of (a) the level of communication between you and us, both before the work begins and during it, and (b) the level of commercial/legal risk you are comfortable with accepting. To help us minimise the costs for your work, please ensure we understand your desired outcomes, the commercial context and the level of legal involvement (and certainty) that you require.
Office Expenses and Disbursements: Unlike many firms, we do not charge a standard “office expenses” fee and consider that usual day-to-day overheads of running our firm are covered by our professional fees. We will however charge separately for any out of pocket costs we incur in completing your work (such as filing/registration fees and search costs), or office-type costs which are significant enough in our view to justify the administrative effort to track and pass on. Where we know that any significant costs will be incurred, we will take reasonable steps (where time permits) to let you know in advance, and may require you to prepay those amounts to us or provide us with security for those costs. We will have your authority to draw on those funds as the relevant fees/expenses become due.
Regular billing gives both you and us better ability to manage costs of legal work. Unless the matter is likely to be resolved quickly, we will send you interim invoices. These will usually be sent monthly, although they may be sent at other times if the costs are significant or there are “natural pauses” in the work.
Our invoices are payable by within 14 days of receipt. Where we do not receive payment by that date, we may:
(a) cease to do any further work for you;
(b) retain your papers and any of your property we have in our possession;
(c) charge you interest at the rate of 5% per annum above our principal banker’s usual lending rate, compounding monthly.
You are also liable for any costs we incur in collecting any unpaid amounts from you.
Where we have an arrangement with you that we will address the invoice to another person, you will remain responsible for payment of that invoice if it is not paid by the other party. Similarly, you remain liable for our costs regardless of whether you expect to be, or are, reimbursed by another party.
GST and currency: Our invoices will include any New Zealand Goods and Services Tax (GST) applicable to our supply of services to you. All invoiced amounts are payable in New Zealand dollars, unless we agree otherwise.
Deductions: We may deduct any fee, expense or disbursement for which we have provided you with an invoice, from any funds held in our trust account on your behalf except where we receive the funds from you for a special purpose (other than as security for our fees) and they remain in our trust account for that special purpose.
Administration fee on deposited funds: Where monies are held in our trust account on deposit for you, we may charge an administration fee of up to 5% of the gross interest earned.
Client confidentiality is essential to us. We will not disclose any confidential information obtained from you to any other person, and will not disclose to you any confidential information received from another client or prospective client, unless required by law or by the Rules of Conduct which apply to New Zealand Lawyers.
We will hold in strict confidence all information that we acquire through our work for you, and which concerns your business or your instructions to us. The only exceptions are where you authorise us to disclose such information or where we must do so by law.
Naturally, the reverse applies and we are not able to disclose to you information that we obtain through acting for other clients.
Verifying your Identity and Source of Funds
As the result of a number of laws that are designed to detect financing of terrorism and money laundering (AML, CFT), and the intergovernmental agreement in place between the United States and New Zealand (FATCA), all law firms in New Zealand are required to undertake customer due diligence.
We will perform customer due diligence and account monitoring, keep records, and report any unusual or suspicious transactions where required by the AML/CFT Act, FATCA, or any other law.
We may also be required to assist any bank or other entity with whom we transact as your agent, or with whom we deposit on your behalf, to comply with that entity’s legal obligations in any jurisdiction.
As part of our compliance obligations, you authorise us to collect information about you (including customer due diligence information and credit reports), to obtain, exchange, hold, and use such information, and to make any other enquiries we think appropriate to:
• confirm information provided to us about you is true; and
• undertake initial and on-going customer due diligence and monitoring and reporting in accordance with the Anti-Money Laundering and Counter Financing of Terrorism Act (AML/CFT Act).
Should the information that is required not be provided or we consider your activities to be suspect or unlawful, we may terminate or refuse to act on your behalf and may report your activities to the relevant authorities.
Conflicts of interest
We have policies in place to identify and respond to conflicts of interest. If a conflict of interest or potential conflict of interest arises, we will consult with you about the best way to resolve the matter. In the meantime, we note that New Zealand has relatively small commercial and legal markets. We believe that as far as possible, clients should be able to retain their lawyers of choice. We may therefore act for other clients whose commercial or legal interests differ from yours. However, we will not act without your consent for any other client where that client’s instructions:
• are substantially related to any active matter on which we are working for you, or
• involve confidential information which we hold on your behalf that would disadvantage you if disclosed to the other client and there is a real risk that the personnel within our firm who would act for that other client would obtain that information.
Our duty of care
Our duty of care is to our client named in our confirmation of instruction. We do not owe any duty of care or liability to any other person. If any person wishes to rely on our advice, they can do so only if we expressly agree. If, during the course of our appointment, we provide services to entities related to or associated with you, then these services will be provided on the same terms as these standard terms.
Electronic services and communication
Written communications with you will usually be by email, unless you advise us that you prefer not to receive emails.
Where we provide any electronic service to you, or communicate with you by electronic means, we will take every reasonable precaution to ensure that those services and communications are accurate, reliable, complete, confidential and secure. However, certain risks exist that are outside our control. Consequently, we cannot and do not represent or warrant that those services and communications will always be accurate, reliable, complete, confidential and/or secure. We also exclude all warranties to the extent permitted by law.
Over the course of our engagement with you we may collect and hold personal information concerning you. Under the Privacy Act 1993 you have the right of access to, and correction of, your personal information held by us. We will comply with the requirements of the Privacy Act 1993 at all times.
We retain all ownership rights in all intellectual property of any kind created by us for you. You will however, subject to payment of our fees, be entitled to use the documents as our licensee for the purposes they were produced.
Document destruction and file uplifts
Document destruction: We retain the files on each matter, and any documents you leave with us (other than original documents we hold for safekeeping) for [the minimum period required by law]. We may then (or earlier if we have made electronic copies) destroy those files and documents. Any such destruction will be done in a confidential manner.
File uplifts: If you uplift your files or other documents at any time, we may (a) require that any/all accounts with us are paid in full, and (b) make copies of that material (at your cost) before you collect it.