1.1

These Standard Terms of Engagement (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 exclusive jurisdiction. 

2.1

The services we are to provide for you (the Services) are outlined in our letter of engagement along with  any further instructions that you provide to us in writing (or that we record in writing). 

2.2

In order to provide you with efficient advice and services and to provide the most cost-effective service,  it may be that part or all of your instructions will be delegated to other professionals in our firm. 

3.1

We will obtain from you contact details, including email address, postal address and telephone numbers.  We may provide documents and other communications to you by email (or other electronic means). You  will advise us if any of your contact details change. 

3.2

We will report to you periodically on the progress of any engagement and will inform you of any material  and unexpected delays, significant changes or complications in the work being undertaken. You may  request a progress report at any time.  

4.1

Fees: The basis upon which we will charge our fees is set out in our engagement letter.

a.

Unless we have provided you with a fixed fee quote in writing, our fees will be calculated in  accordance with the guidelines laid down by the New Zealand Law Society and will take into account  several factors, including: 

i

The time and labour expended; 

ii

The skill, specialised knowledge and responsibility required to perform the Services properly;

iii

The importance of the matter to you and the results achieved;

iv

The urgency and circumstances in which the matter is undertaken and any time limitations  imposed, including those imposed by you; 

v

The degree of risk assumed by us in undertaking the Services, including the amount or value of  any property involved; 

vi

The complexity of the matter and the difficulty or novelty of the questions involved;

vii

The experience, reputation and ability of the person who acts for you;

viii

The possibility that the acceptance of the particular retainer will preclude employment of that person by other clients;

ix

Whether the fee is fixed or conditional (whether in litigation or otherwise);

x

Any quote or estimate of fees given by us to you;

xi

Any fee agreement (including a conditional fee agreement) entered into between us and you;

xii

The reasonable costs of running a practice; and 

xiii

The fee customarily charged in the market and locality for similar legal services.

b.

You may request any estimate of our fee for undertaking the required Services at the time you instruct us.

c.

Any estimate of our fee will normally be a range between a minimum and a maximum amount.

d.

Any significant assumptions included in the estimate will be stated.

e.

Unless otherwise stated, any estimate or charge out rate will not include office charges, disbursements or GST.

f.

Any estimate or charge out rate provided by us is a guide only. The amount of the final fee may be more or less depending on all the circumstances.

g.

If we are going to significantly exceed any estimate provided by us we will contact you to discuss a revised estimate.

h.

Any estimate given by us is not a quote or fixed fee, nor is it a cap on what may be charged by us.

i.

Where our fees are calculated on an hourly basis, the hourly rates of the people we expect to  undertake the work are set out in our engagement letter. Any differences in those rates reflect the  different levels of experience and specialisation of our professional staff. Time spent is recorded in  six-minute units. 

4.2

Disbursements and Third Party Expenses: In providing the Services we may incur disbursements and  payments to third parties on your behalf. You authorise us to incur these disbursements (which may  include such items such as search fees, court filing fees, registration fees and travel and courier charges)  which are reasonably necessary to provide the Services. You also authorise us to make payments to  third parties on your behalf which are reasonably required to undertake the Services (which may include  items such as experts’ costs or counsel’s fees). These will be included in our invoice to you, shown as  “disbursements” when the expenses are incurred (or in advance when we know we will be incurring  them on your behalf). We reserve the right to request payment of these disbursements from you in  advance. 

4.3

Office Service Charge Fee (Administrative expenses): In addition to disbursements, we may charge a  fee of $85 plus GST to cover out of pocket 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. 

4.4

GST: Our services will usually attract Goods and Services Tax (GST). If this is the case, GST is payable by you on our fees and charges.

4.5

Invoices: We will send interim invoices to you, usually monthly, and on completion of the matter, or  termination of our engagement. We may send you invoices more frequently when we incur a significant  expense or undertake a significant amount of work over a shorter period of time.

4.6

Payment: With the exception of conveyancing fees which are payable on completion, all invoices are  payable within 14 days of the date of the invoice, unless alternative arrangements have been made with  us.  

a.

You authorise us to deduct our fees and other expenses from funds held in our trust account on your behalf on provision of an invoice to you, unless those funds are held for a particular purpose.

b.

If you have difficulty in paying any of our accounts, please contact us promptly so that we may discuss payment arrangements.

c.

If your account is overdue we may:

i

require interest to be paid on any amount which is more than 14 days overdue, calculated at the rate of 5% above the overdraft rate that our firm's main trading bank charges us for the period that the invoice is outstanding;

ii

stop work on any matters in respect of which we are providing services to you;

iii

require an additional payment of fees in advance or other security before recommencing work;

iv

recover from you in full any costs we incur (including on a solicitor/client basis) in seeking to recover the amounts from you, including our own fees and the fees of any collection agency.

d.

Payment may be made by internet banking transfer or Same Day Cleared Payment to our ANZ Bank  Trust Account 06-0807-0987045-05 or cash.  

4.7

Fees and disbursements in advance: We may ask you to pre-pay amounts to us, or to provide security  for our fees and expenses. We may do this, on reasonable notice, at any time.  

4.8

Estimates: You may request an estimate of our fee for undertaking the Services at any time. If possible we will provide you with an estimate (which may be a range between a minimum and a maximum amount or for a particular task or step). An estimate is not a quote. Any significant assumptions included in the estimate will be stated and you must tell us if those assumptions are wrong or change. We will inform you if we are likely to exceed the estimate by any substantial amount. Unless specified, an estimate excludes GST, disbursements and expenses.

4.9

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, you  remain responsible for payment to us in accordance with these Terms if the third party fails to pay us. 

4.10

Third Party Referrals. Where we assist in you obtaining goods or services from a third party provider  such as a bank, insurance company or financial adviser, we may receive a referral fee and/or brokerage  fee from that particular provider. 

4.11

Trust Accounting: We operate a trust account. All money received from you or on your behalf will be held to your credit in our trust account.

a.

Payments out of the trust account will be made either to you or to others with your authority.  Written authorisation from you (and if we are acting for more than one of you, from all of you) will  be required when payment is to be made to a third party. Before making a payment to another  account we may require verification of the account details by provision of (for example) a copy of  a 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. 

b.

A full record of our trust account is kept at all times. 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.

c.

Unless it is not reasonable or practicable to do so, when we hold significant funds for you for more  than a short period of time we will place them on call deposit with a bank registered under section  69 of the Reserve Bank of New Zealand Act 1989. Interest earned from call deposits, less  withholding tax, will be credited to you.  

5.1

Confidence: 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.

as expressly or impliedly agreed by you; or

c.

as necessary to protect our interests in respect of any complaint or dispute; or

d.

to the extent required or permitted by law.

5.2

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.

5.3

Personal information and Privacy: In our dealings with you we will collect and hold personal information about you. We will use that information to carry out the Services and to make contact with you about issues we believe may be of interest to you. Provision of personal information is voluntary but if you do not provide full information this may impact on our ability to provide the Services.

5.4

Subject to clause 5.1, you authorise us to disclose, in the normal course of performing the Services, such personal information to third parties for the purpose of providing the Services and any other purposes set out in these Terms.

5.5

We may disclose your name and address to third parties such as credit agencies to perform a credit reference or to undertake credit management or collection processes if it is reasonable to do so.

5.6

The information we collect and hold about you will be kept at our offices and/or at secure file storage sites (including electronic file storage sites) elsewhere. If you are an individual, you have the right to access and correct this information. If you require access, please contact Anthony Corcoran.

5.7

Verification of identity: The Financial Transactions Reporting Act 1996, the Anti Money Laundering and  Countering of Financial Terrorism Act 2009 and Land Information New Zealand requires us to collect  from you and to retain information required to verify your identity. We may therefore ask you to show  us documents verifying your identity (such as a passport or driver’s licence). We may retain copies of  these documents. We may perform such other customer verification checks as to your identity and  checks as to the source of any funds associated with any transaction to which the Services relate as we  consider to be required by law. You specifically authorise us to make such electronic searches as we  deem necessary to meet our legal obligations.

6.1

We will keep a record of all important documents which we receive or create on your behalf on the following basis:

a.

We may keep a record electronically and destroy originals (except where the existence of an original is legally important such as in the case of wills and deeds).

b.

At any time, we may dispose of documents which are duplicates, or which are trivial (such as emails which do not contain substantive information), or documents which belong to us.

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.

6.2

We will provide to you on request copies or originals (at our option) of all documents to which you are entitled under the Privacy Act 1993 or any other law. We may charge you our reasonable costs for doing this.

6.3

Where we hold documents that belong to a third party you will need to provide us with that party’s written authority to uplift or obtain a copy of that document.

6.4

Unless you instruct us in writing otherwise, you authorise us and consent to us (without further reference to you) to destroy (or delete in the case of electronic records) all files and documents in respect of the Services seven 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.

6.5

We may, at our option, return documents (either in hard or electronic form) to you rather than retain them. If we choose to do this, we will do so at our expense.

6.6

We own copyright in all documents or work we create in the course of performing the Services but grant you a non-exclusive licence to use and copy the documents as you see fit for your own personal or commercial use. However, you may not permit any third party to copy, adapt or use the documents without our written permission.

7.1

We are obliged to protect and promote your interests to the exclusion of the interests of third parties and ourselves as set out in the Lawyers and Conveyancers Act (Lawyers: Conduct and Client Care) Rules 2008 (Rules). This may result in a situation arising where we have a conflict of interest.

7.2

We have procedures in place to identify and respond to conflicts of interest or potential 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 Rules. This may mean we cannot act for you further in a particular matter and we may terminate our engagement.

8.1

Our duty of care is to you and not to any other person. We owe no liability to any other person, including  for example any directors, shareholders, associated companies, employees or family members unless  we expressly agree in writing. We do not accept any responsibility or liability whatsoever to any third  parties who may be affected by our performance of the Services or who may rely on any advice we give, except as expressly agreed by us in writing. 

8.2

Our advice is not to be referred to in connection with any prospectus, financial statement, or public document without our written consent.

8.3

Our advice is opinion only, based on the facts known to us and on our professional judgement, and is  subject to any changes in the law after the date on which the advice is given. We are not liable for errors  in, or omissions from, any information provided by third parties.

8.4

Our advice relates only to each particular matter in respect of which you engage us. Once that matter is at an end, we will not owe you any duty or liability in respect of any related or other matters unless you specifically engage us in respect of those related or other matters.

8.5

Unless otherwise agreed, we may communicate with you and with others by electronic means. We cannot guarantee that these communications will not be lost or affected for some reason beyond our reasonable control, and we will not be liable for any damage or loss caused thereby.

9.1

To the extent allowed by law, our aggregate liability to you (whether in contract, tort, equity or  otherwise) in connection with our Services is limited to the amount available to be payable under the  Professional Indemnity Insurance held by the firm, i.e. cover of $1,000,000 per event with one automatic  reinstatement.  

10.1

You may terminate our retainer at any time.

10.2

We may terminate our retainer in any of the circumstances set out in the Rules including the existence of a conflict of interest, non-payment of fees, and failure to provide instructions.

10.3

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

11.1

Client satisfaction is one of our primary objectives and feedback from clients is helpful to us. If you would like to comment on any aspect of the service provided by us, including how we can improve our service, please contact Anthony Corcoran personally.

11.2

If you are not satisfied with the way we have dealt with your complaint the New Zealand Law Society has a complaints service to which you may refer the issue. You can call the 0800 number for guidance, lodge a concern or make a formal complaint. Matters may be directed to: