Terms of engagement

Introduction

These terms of engagement are the standard terms on which Bell Gully ("we") provide legal and related services to clients.

Our client on any particular matter will be the party identified as such in the engagement letter we send on the matter or as otherwise agreed ("you").

Agreement

Subject to any different or additional terms agreed in writing, these terms will apply whenever you appoint us to act for you. You do not need to sign any formal documentation to indicate your acceptance. It will be assumed from your continuing to engage us.

If you have any comments or questions about these terms or any related matters, please contact us. We welcome your feedback.

Scope of our role

We will represent and advise you on all legal matters that properly fall within the scope of your instructions. We will normally set out our understanding of those instructions in an engagement or initial reporting letter. If you have any comments on what we say, please let us know as soon as you can. It is important that good communication, and a shared understanding of your instructions and expectations, be established at the outset.

You may limit or expand the scope of your instructions at any time, although we may need to undertake a conflict check before accepting any substantial expansion.

We will act in accordance with your instructions and any applicable professional or legal obligations. We will use all due care and skill in doing so.

Our duties are owed to you. Unless otherwise agreed in writing or required by law, those duties will not extend to others, including for example associated parties such as shareholders or related companies, directors or employees, or parents or other family members. If any other parties wish to retain us, they should do so by separate agreement.

Our advice is given for your benefit and in your interests. If any other parties wish to rely on the advice we give you, they can only do so if both you and we agree in writing. Similarly, our name and opinions may not be used in connection with any prospectus, financial statement or other public document without our written consent.

When your instructions on a matter are completed, our representation will end. We will only advise you further on issues arising from the matter (e.g., implementation and other dates or changes in relevant law or regulation) if you specifically engage us to do so.

Who will work with you?

Generally, we ask you to nominate the partner responsible for each matter. He or she will then involve others to assist as appropriate. If at any stage you have concerns about the staffing of a matter, please contact either the partner responsible or any other partner. We are always happy to discuss this.

Confidentiality

We regard client confidentiality as of paramount importance. We do not disclose any confidential information obtained as a result of acting for a client unless required or authorised by that client, or by law or the Law Society’s Rules of Professional Conduct. 

Fees and other charges

Generally, our fees reflect the time we spend on a matter, charged at our then current hourly rates, and adjusted where appropriate to reflect other factors.  Those factors may include the specialised knowledge, skills or responsibility required, the amounts involved, the importance of the matter, urgency and the results achieved.

We can give estimates of the likely fees based on our experience with similar matters.  Estimates are given as a guide only and not as a fixed quotation.  We can also inform you periodically of the level of fees incurred or inform you when fees reach a specified level.

We also charge for general office services and for disbursements incurred on your behalf:

• General office services include photocopying, facsimiles, telephone communications, deliveries, routine on-line searches and inquiries and similar.  These are charged at a standard rate equal to 2.5% of our fees.
• Disbursements include out-of-pocket expenses such as travel and accommodation costs, registration and filing costs, court charges, fees of agents, experts and other professionals and similar.  These are charged on at the amount charged to us.

Goods and services tax is also charged as and when required by law.

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.

In some circumstances, we may be required to incur additional time or expense following the completion or termination of a matter.  We will charge for this in the normal way.

We are happy to discuss any aspect of our fees and charges with you at any time.

Accounts

Our general practice is to issue interim accounts monthly.  We also issue an account on completion of each matter.

Our accounts are payable on receipt.  Please raise any queries you have about any account within 14 days of receiving it.

If an account is not paid promptly, we may elect:

• not to do any further work, and to retain custody of your papers or files, until all accounts are paid in full; and
• to charge interest at up to 10% p.a. on any amount outstanding one month after the date of the account.

Conflicts

Given the size of the New Zealand market, we are often asked to act for clients whose commercial and/or legal interests conflict.  We have developed policies and procedures for dealing with these issues.

Commercial conflict

We may accept instructions from other clients or potential clients operating in the same or competing markets and whose commercial interests conflict with your own, provided those instructions:

• are not substantially related to any active matter on which we are acting for you; and
• do not involve confidential information we have obtained from you.

Legal conflict

If a legal conflict of interest arises, in relation to any matter on which you have instructed us, between your interests and those of any other client for whom we are also acting, we will contact and consult with you as soon as possible.

Representation

If we cease to act for you or have not been instructed by you on a matter, we may act for other clients whose interests are adverse to your own, provided either:

• we do not hold confidential information belonging to you that is relevant to the matter; or
• we have taken steps to maintain the confidentiality of your information.

Electronic communications

Unless otherwise agreed with you, we will 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 and will not be liable for any damage or loss caused in connection with the corruption of an electronic communication.

If you have any doubts about the authenticity of any communication or document purportedly sent by us, please contact us immediately.

External information and public records

In advising you we may rely on, or provide you with, information obtained from third parties (e.g., experts or witnesses or government agencies or registers).  This information may not always be accurate and complete.  We do not accept responsibility and will not be liable for any damage or loss caused by errors or omissions in information obtained from third parties.

Files and documents

We retain the files we establish on a matter, and any documents you leave with us, for at least six years after completion or termination of the matter.  In the interests of storage space and costs, we may then destroy the files and documents (except documents which we have agreed to keep in long-term safe custody).  Other arrangements can be made if you prefer.

If you uplift your files or other documents at any time, we may make copies of them before they are uplifted.

Termination

Either you or we may terminate our engagement at any time by giving appropriate notice.

The enforceability of this agreement is not affected by termination or by any changes to the constitution or partners of Bell Gully.

Law and jurisdiction

These terms of engagement and any other agreement we have with you are governed by New Zealand law and are subject to the exclusive jurisdiction of the New Zealand courts.

EFFECTIVE MARCH 2003