Terms Of Engagement

KEESING MCLEOD TERMS OF ENGAGEMENT AND INFORMATION FOR CLIENTS

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 and include the services provided and fees charged as set out in our Letter of Engagement

  1. Definitions

    1.1 in these terms, “we,” “us,” or “our” refer to “Keesing McLeod Lawyers,” and “you” or “your” denote the individual(s) or entity/entities to whom our Letter of Engagement is addressed

  2. Services

    2.1 We provide services as outlined in our Letter of Engagement and any further explicit written instructions from you that we accept. We may delegate part or all of your instructions to other professionals within our firm.

    2.2 Our duties are limited to those outlined in our Letter of Engagement’s ‘Services to be provided’ section. Our liability is also limited in the following ways, unless explicitly stated otherwise in our Letter of Engagement:
    (a) Our advice is confined to legal matters under New Zealand Law.
    (b) We don’t offer tax advice; we recommend seeking advice from a tax specialist as needed.
    (c) We don’t provide financial advice; consider consulting a qualified financial advisor when appropriate.
    (d) We don’t offer opinions on specialist reports you may have obtained or instructed us to secure, such as building, LIM, disclosure, and engineering reports, as we’re unqualified to do so.
    (e) Our responsibility is to outline the legal effects of transactions or arrangements, enabling you to make informed decisions. We don’t bear responsibility for your decisions or make decisions on your behalf.

  3. Amemdment and Acceptance

    3.1 We reserve the right to modify these Terms as needed. The most recent version of the Terms is always accessible on our website and applies to all existing and future engagements, irrespective of whether we send you an additional copy. Acceptance of these Terms doesn’t require your signature. Even if you do not sign and return the Terms, simply continuing to use our services or give us instructions signifies your acceptance of these Terms and any future updated Terms.

  4. Fees, Disbursements and Sundry Fees

    4.1 Work beyond the scope of a fixed fee is charged on an hourly rate basis. We will inform you promptly if services outside the agreed scope become necessary and provide an estimate of the additional costs if requested.

    4.2 Where our fees are calculated on an hourly rate basis, the hourly rates are set out in our Letter of Engagement. The differences in rates reflect the experience and specialisation of our professional staff. An additional fee for urgency and/or complexity of the matter may be charged.

    4.3 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 and may require an advance payment for same.

    4.4 Sundry fees will also be incurred, representing photocopying, tolls, courier, postage, stationery, file and information storage.

    4.5 GST is payable by you on our fees and disbursements

  5. Payment of Fees, Disbursements and Sundry Fees

    5.1 Our fees and disbursements are to be paid within 7 days of the date of the invoice unless alternative arrangements have been made with us.

    5.2 Our final account will be sent to you shortly after we have completed your matter.

    5.3 We issue interim accounts where appropriate.

    5.4 You authorise us to deduct our fees from funds held in our trust account on your behalf.

    5.5 Where our client comprises more than one legal person or entity, the individual legal entities are jointly and severally liable for our fees and all other sums payable and obligations under these Terms. We do not have any obligation to pursue any or all of those entities and may pursue enforcement against any one or more of them at our sole discretion.

    5.6 When our client is a company, trust, or multi-person entity, the directors, trustees, or officers signing our Letter of Engagement bind not only the entity but also personally guarantee all its obligations to us, under the following terms:

     5.6.1. The guarantor commits to ensure timely and full payment of all sums currently owed or potentially 
     owed by the client, regardless of any circumstances making the client's liability void or unenforceable 
     or these terms unenforceable against the guarantor.
    
     5.6.2. The guarantor accepts responsibility as the principal debtor. Any credit extension or delay in legal 
     action on our part does not lessen, invalidate, or release the guarantor's obligations.
    
     5.6.3. This guarantee persists until we provide a written release upon the full payment, satisfaction, or 
     performance of all secured money and obligations. The guarantee won't be discharged by the client's 
     or guarantor's receivership, liquidation, bankruptcy, or death.
    

    5.7 We may ask you to pay fees in advance, but such payment will be held in our trust account and only paid to us by deduction when an account has been forwarded to you.

    5.8 Interest will accrue on unpaid accounts at the rate of 15% per annum as from the due date until payment. Other action to recover unpaid fees may also be taken and the cost of such recovery may be added to the account payable by you.

    5.9 Although you may expect to be reimbursed by a third party for our fees, sundry 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, notwithstanding the fact the invoice was addressed with your approval to that third party

    Supsension of Services

    5.10 We reserve the right to cease working on the matter if interim accounts are not paid on time or request for nformation or action remains unsatisfied.

  6. Privacy and Confidentiality

    6.1 We respect your privacy and are committed to maintaining the confidentiality of your information. We will not disclose any information we hold on your behalf or about you unless we are legally required to do so, it is necessary to provide our services, or if you have given us your consent.

    6.2 We may use information about you for identity verification, complaint resolution, credit referencing, direct marketing, and other business purposes to support our service provision. We reserve the right to record phone conversations without additional notice. Upon request, we will provide documents you are entitled to under the Privacy Act 2020 or other laws, charging a reasonable fee for document compilation.

    6.3 In some cases, we may need to disclose details about funds we hold for you to New Zealand or overseas authorities, including tax or revenue authorities. You authorize us to gather, hold, use, and disclose this information to fulfil our regulatory obligations related to conveyancing, anti-money laundering, Prescribed Transaction Reporting, the Foreign Account Tax Compliance Act, Automatic Exchange of Information, and Common Reporting Standard, among others.

    6.4 Under Anti-Money Laundering and Countering Financing of Terrorism Act 2009 and the Financial Transactions Reporting Act 1996, we must collect and retain information to verify your identity, and in some cases, your source of wealth and funds. We cannot act for you until this information is verified. Therefore, we may require you to provide evidence of your identity, source of wealth, and source of funds, which we are obliged to keep. Further, we may carry out additional verification checks and report certain transactions and suspicious activities to New Zealand Police as mandated by law, generally without notifying you. Reportable transactions, which may incur a fee of up to $35 for administration costs, include international transfers exceeding NZ $1,000 and cash transactions exceeding NZ $10,000.

  7. Retention of Files and Documents

    7.1 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) 7 years after our engagement ends, or earlier if we have converted those files and documents to an electronic format.

    7.2 We charge a fee of $40 per matter for File Storage and Archiving to cover the costs of scanning and physical and digital storage

  8. Conflicts of Interest

    8.1 We have procedures in place to identify and respond to conflicts of interest. If a conflict of interest arises, then 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

  9. Duty of Care

    9.1 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.

    9.2 Our advice, formed on available facts and professional judgment, is subject to any changes in the law post-advice date. We are not accountable for errors in, or omissions from, information provided by you or third parties. Our counsel is specific to each engagement and doesn’t extend beyond its completion unless expressly agreed upon.

    9.3 We hold copyright on all documents created during our service provision but grant you a non-exclusive license for personal or commercial use. Third-party use of these documents requires our written permission. Do not refer to our advice in connection with any prospectus, financial statement, or public document without our prior written consent

  10. Trust Account

    10.1 We maintain a trust account for all our client’s funds and if significant funds are to be held for a period they are normally lodged on interest-bearing deposit. A statement of trust account transactions detailing funds received, and payments made on your behalf will be provided to you periodically and at any time upon your request. If we are holding significant funds on your behalf, we will normally lodge those funds on interest-bearing deposits with a bank. In that case, we will charge an administration fee of 10% of the interest derived. We also require you to complete a Foreign Tax Residency Form. If you do not complete the Foreign Tax Residency Form, then we will be unable to lodge funds on interest-bearing deposit for you. We may charge a fee of $25 per matter to lodge funds on interest-bearing deposits to cover the costs of collecting, storing and reporting the Foreign Tax Residency information

  11. Termination

    11.1 You are entitled to terminate your instructions to us upon giving us reasonable notice. We may terminate the retainer if there is good cause, such as you not providing us with instructions in a sufficiently timely way or your unwillingness, inability or failure to pay our fees on an agreed basis, or, except in litigation matters, you adopting against our advice a course of action which we believe is highly imprudent and may be inconsistent with our fundamental obligations as lawyers.

    11.2 If we terminate this retainer, then we will give you reasonable notice so that you can arrange alternative representation and we shall give you reasonable assistance in finding another lawyer.

    11.3 Our fees for services reasonably and properly provided to you prior to the termination of retainer shall be paid by you prior to uplifting your records and we may retain copies of your documents and records.

  12. General

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

    12.2 We are entitled to change these Terms from time to time, in which case we will provide you with the revised Terms either by email, post, or through an update on our website.

    12.3 Our relationship with you is governed by New Zealand law and is subject to the non-exclusive jurisdiction of the New Zealand courts

INFORMATION FOR CLIENTS

The information below is required by the Rules of Conduct and Client Care for Lawyers of the New Zealand Law Society (“Law Society”).

  1. Fees
    The method for calculating fees is stated in our Letter of Engagement. When and how fees should be paid are detailed in our Standard Terms of Engagement. We may deduct any invoiced fees, sundry fees, expenses, or disbursements from funds held on your behalf in our trust account

    (a) If a fixed fee is specified, it covers the agreed scope of our services. Any extra work is charged hourly. We’ll notify and estimate the cost for you if extra services are needed. Estimates, which are exclusive of GST and don’t include expenses on your behalf, are guidelines and not quotes. You are responsible for GST on our fees and charges.

    (b) We bill work charged hourly in 6-minute units. This includes time spent on various activities such as meeting with you, email correspondence, research, document preparation, staff supervision, third-party dealings, travel, and file administration.

    (c) If a partner, director, or employee serves as executor or trustee, an annual trustee responsibility fee may be charged in addition to any fee for our legal services, if permissible under the will or deed. This fee, invoiced in advance, is reassessed annually considering factors like complexity, beneficiaries, asset classes, estate/trust value, and the risk we assume.

  2. Professional Indemnity Insurance
    We hold Professional Indemnity Insurance that exceeds the minimum standards specified by the Law Society.

  3. Lawyers Fidelity Fund
    The Law Society maintains the Lawyers Fidelity Fund for the purpose 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.

  4. Complaints
    We will provide you with a competent, timely service following your instructions but if you have any complaint at all about our services please raise it with the partner responsible for your matter, or, if you prefer, any other partner in our Firm. If it cannot be resolved immediately to your satisfaction, then we shall appoint a partner who has not been involved in your matter to deal with it promptly and fairly. If you are not satisfied with the outcome, then you have the right to take the matter up with the New Zealand Law Society which runs a complaints service and may be contacted at PO Box 5041, Lambton Quay, Wellington 6145.

  5. Persons Responsible for the Work
    The names and status of the person or persons responsible for the services provided to you are set out in our Letter of Engagement

  6. Client Care and Service
    The Law Society Client Care and Service Information is set out below. Whatever legal services your lawyer is providing, the lawyer must:

    • act competently, in a timely way, and in accordance with instructions received and 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 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 fair and reasonable fee and let you know how and 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.

    The obligations lawyers owe clients are described in the Rules of Conduct and Client Care for Lawyers and are subject to other overriding duties, including duties to the Courts and the Justice system. If you have any questions, please visit www.lawyers.org.nz.

  7. Limitations on Extent of our Obligations or Liability

    7.1 Any limitations on the extent of our obligations to you or any limitation or exclusion of liability are set out in our Letter of Engagement.

    7.2 As far as law permits, our combined liability to you, regardless of the basis of liability (contract, tort, equity, etc.), concerning professional services is capped at the amount payable under our firm’s Professional Indemnity Insurance. For all other duties, our liability is limited to the amount of our fees for the engagement, provided these have been fully and timely paid by you.