Terms of Engagement
These terms apply to our relationship with you. However, if these terms are
inconsistent with any other agreement we have made with you (whether generally
or in respect of a specific instruction) then that other agreement prevails over
these terms to the extent of the inconsistency.
We may change these terms at any time, and will publish the changed terms on our website.
The change will bind you in respect of any matters on which we accept instructions after publication of the change.
3. Scope of Our Role:
All matters will be carried out in accordance with applicable laws and the
rules of professional conduct of the New Zealand Law Society.
We do not purport to be experts in all fields of law and we will, where we
consider it necessary or desirable to do so, secure advice on particular
aspects of any engagement from other lawyers. We do not provide taxation,
accounting, or investment advice, because these are not areas in which we
claim to have expertise. You should obtain advice from appropriate experts in these areas.
We are only qualified to advise on New Zealand law. If we assist you on
matters governed by foreign law, we do so on the basis that we do not
accept any responsibility in relation to your position under that foreign
law, whether or not we have obtained foreign law advice on your behalf.
We have the usual authority of a lawyer to act on your behalf in relation
to each instruction we accept. This includes your authority, where reasonable,
to incur expenses; engage law firms in other regions or jurisdictions;
and engage external barristers or experts.
5. Advice and Services:
Any advice given by us is:
a) solely for your benefit. It may not to be relied on by any other person
(whether related to you or not) unless we agree to that in writing;
b) not to be disclosed, referred to or used other than for the purpose for which it was sought;
c) not to be made public or published;
d) limited to the matters stated in it;
e) limited to and governed by New Zealand law; and
f) subject to changes in the law after the date it is given.
Our name and advice may not be used in connection with any offering document,
financial statement, report, or other public document without our written consent.
When our instructions on a matter are completed, our representation of you will end.
We are not obliged to notify you of any subsequent change of law, or to provide any
further services related to that matter.
6. Calculating Fees:
We will charge a fee which is fair and reasonable for the services we provide to you.
In determining our fee we will take into account the hourly rates of our personnel
who have worked on the matter and the principles of charging established by the
relevant New Zealand Law Society Rules.
Our standard hourly charge-out rates are quoted exclusive of GST and are subject to review and
We recommend that you discuss with us the exact nature of the work and the
manner in which it is to be undertaken. Sometimes an acceptance by you of
transaction risks could reduce legal costs involved.
For a variety of reasons some instructions are not completed. If this occurs, we will charge
you for the work undertaken and costs incurred up to the time of termination.
If you ask us to issue an invoice in the name of another entity you will remain
liable for payment of that invoice.
7. Other Costs:
In addition to time, an office services fee will be charged on each invoice we render.
The office services fee will be calculated at 3% of the legal fee charged (subject
to a minimum of $60.00) and is subject to review and periodic adjustment.
This fee will typically include any internal disbursements such as photocopying,
faxes, national or international telephone toll calls and mobile telephone calls.
Direct external disbursements such as travel costs, printing costs, court fees,
courier costs, LINZ registration, LIM reports, valuations and search and
registration fees will be charged in addition and itemised on your bill.
In some circumstances we may also charge an agency fee thereon.
Where any of these disbursement costs exceed $150.00 we reserve the
right to ask for a payment in advance before we commence work.
8. Fee Estimates:
If requested prior to commencement of work, we will discuss with you anticipated
fees and disbursements. This will be an estimate only and must be used as a
guide, not a quote or maximum fee. A fee estimate will however assist with
your budgeting and planning.
In some areas of the law, it is difficult to estimate the final fee because of the complexity
of the matter and the range of potential outcomes. With this in mind we will keep you
regularly updated on the progress of your matter, and will advise you in advance if we
believe that an estimate we have provided is likely to be materially exceeded.
9. Invoicing / Payment::
It is our practice to bill on a periodic basis, usually monthly, and
upon completion of the matter. Accounts are due for payment on receipt.
For matters where we may hold monies on your behalf in our trust account,
we may make payment of all or part of your bill (including any disbursements
by deduction from these monies. Under these terms you irrevocably consent
to such deduction.
If your account remains unpaid we reserve the right to suspend work for
you and retain possession of documents and files. You will be liable for
all costs associated with the collection and recovery of your overdue and
unpaid account. Information you have provided to us may be used to assist
in collecting an overdue account. If the account is not paid within 30 days
of the account date, we may charge interest at 15% per annum on the unpaid
portion, from the due date until the date of payment in full. Further, you
will be responsible for all costs incurred by us in recovering any such unpaid account.
You must pay our invoices whether or not:
a) you have a right of indemnity or recovery from a third party;
b) any third party seeks assessment of any of our invoices; or
c) you receive any amount from a third party.
10. Trust Funds:
In the course of acting for you, we may receive funds to be held in
our trust account for your benefit or for the benefit of third parties.
If a significant sum is held in our trust account pending disbursement we
may lodge those funds on interest bearing deposit with a registered bank.
We will have no responsibility to you or anyone else for the performance of
any investments so made.
We may charge an administration fee of 5% of the net interest earned.
If we deposit funds on your behalf, we will need either your IRD number
or a copy of your interest withholding tax exemption certificate.
Before we are able to put any of your funds on interest bearing term
deposit we or our bank may require certain signed statements/declarations
from you under the Foreign Account Tax Compliance Act (FATCA).
11. Conflicts of Interest:
We will comply with the New Zealand Law Society Rules in respect of
conflicts of interest. Our acting for you will not restrict us from
acting for another client in relation to any separate matter, even if
that other client's interests may be adverse to yours. We will not be
required to obtain any further consent from you to act for that other client.
If you believe a conflict of interest has arisen or may arise, please inform us immediately.
12. Anti-Money Laundering:
You acknowledge and agree that we are required to verify your identity and
the identity of any ultimate beneficial owners of you and persons who have
effective control of you and, in certain circumstances, to obtain evidence
of sources of funds / wealth in order to meet our obligations under the
Anti-Money Laundering and Countering Financing of Terrorism legislation
and regulations (“AML”). You agree to provide us with all requested AML
documents and information in a timely manner. If you do not provide us
with all requested AML documents and information in a timely manner we
reserve our right to:
a) Suspend the provision of services to you;
b) Terminate the engagement;
c) Not accept deposits of funds from you or any of your related parties into our trust account; and / or
d) Refuse to pay out any funds we hold on trust for you.
You acknowledge that we may engage third parties to assist in identify
verification for AML purposes (including using electronic identity verification).
By engaging us you consent to us using third parties to verify your identity
and the identity of any beneficial owners or representatives / controllers
of you in respect of which we are required to verify identity in order to
meet our AML obligations. You also confirm that we (and any third party
service provider we use for identity verification purposes) are authorised
to provide any personal and other information you provide to us to any document
issuer, record holder, credit bureau and other authorised third parties for
the purposes of verifying your identity and address and the identity and address
of your beneficial owners or representatives / controllers.
13. Electronic Communications:
The contents of emails (and attachments) sent by us may contain copyright
material of ours or third parties. You should only reproduce or distribute
the materials if you are expressly authorised by us to do so. If material
contained in emails is of a kind that might attract legal professional
privilege, it is possible that privilege may be lost by the act of electronic
We may communicate with you and others at times by electronic means.
These communications can be subject to interference or interception or
contain viruses or other defects (“corruption”). We do not accept
responsibility for, and will not be liable for any damage that is
caused in connection with, or as a consequence of, the corruption
of an electronic communication.
14. Limitation of Liability:
To the extent permitted by law, our total aggregate liability to you
(or any other persons) in connection with any matter (or any series of
related matters) on which you engage us is limited to the greater of:
the amount available to be paid out under any relevant insurance held
by us, up to a maximum of NZ$10,000,000 (including interest and costs); and
NZ$1,000,000 or (if greater) the amount of five times our applicable fee
(excluding our service charge, disbursements and GST).
The above limitation applies to liability of all kinds, whether in contract,
tort (including negligence), equity or otherwise.
15. Termination of Legal Services:
We may terminate the engagement at any time by written notice to you,
in any of the circumstances set out in the New Zealand Law Society Rules.
If you wish to terminate our services or significantly modify your instructions,
please advise us in writing as soon as possible. Until we receive this written
notification we may continue with our original instructions and you may incur
further costs as we do so. Where you give us any instruction and we rely on that
instruction (for example, by giving an undertaking to a third party) you may not
revoke that instruction.
Regardless of who terminates our engagement you will be liable to pay our
fees and the disbursements we incur (even if not paid by us prior to the
termination date), up to and including the termination date.
16. Document Destruction:
You may leave documents in our possession after conclusion of your matter.
However, we usually destroy our files 7 years after a matter is completed.
If you do not retrieve your documents within that period, we have your authority to destroy them.
If this agreement is terminated, we may retain copies of documents or records
which we deliver to you or to another lawyer. If we do this, we will pay the
cost of producing copies.
We may retain documents electronically or physically (or a combination of both).
17. Intellectual Property:
We retain all ownership rights in all intellectual property of any kind
created by us for you. You may not reproduce our intellectual property or
provide it to a third party without our express consent.
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 to the extent necessary
or desirable to enable us to carry out your instructions or to the extent
required by law or by the New Zealand Law Society Rules.
Possession of confidential information will not preclude us acting for any
other person. You are not entitled to any confidential information we have
or obtain in relation to any other client or prospective client.
19. Governing Law:
New Zealand law governs these terms and our relationship with you and
New Zealand Courts have non-exclusive jurisdiction.
These terms modify some of the duties owed by lawyers to their clients.
We recommend that you seek independent legal advice before accepting them.
Phone: 09 379 3163
Fax: +64 9 379 3164
63 Fort Street
PO Box 1382
© Copyright 2019
Claymore Partners Limited