Terms of Engagement

1. Our Fees 

1. The fees we will charge you are calculated on the amount of time spent attending to your instructions by our staff and the other factors set out in paragraph 1.3, plus expenses incurred on your behalf in the course of that work.  The rates at which Director and staff time is charged may be altered from time to time, and is available to you on request.
2. The fees we will charge you will be fair and reasonable for the services provided having regard to your interests and to our interests.
3. In addition to a charge for the time spent, we are also entitled, in appropriate circumstances to charge additional fees based on a number of factors including:

• The skill, specialised knowledge and responsibility required to perform the services properly.
• The importance of the matter to you and the results achieved.
• The urgency and circumstances in which the matter is undertaken and any time limitations imposed, including those imposed by you.
• The degree of risk assumed by us in undertaking the services including the amount or value of the property involved.
• The complexity of the matter and the difficulty or novelty of the questions involved.
• The experience, reputation and ability of the members of our firm working on your matter.
• Any fee arrangement entered into between you and us.

4. Unless otherwise stated all fees are plus GST.
5. Expenses such as search and registration fees, administration costs, valuation fees, tolls, faxes, photocopying and electronic AML verification compliance will be charged in addition to our fee.  Those charges will include a factor to recover the capital cost of some equipment and the cost of administering systems and will be charged at 5% of fees.
6. We will provide you with a written estimate upon request. If that estimate is likely to be exceeded we shall let you know.
7. All work done by us is charged on a fees basis apart from commission of 5% of the interest earned on funds which are on deposit with our bank through our bulk deposit scheme.
8. It is rarely possible to give firm quotes for the cost of legal work. Fee estimates given by us are not firm quotes unless they are in writing and clearly marked as a quote.
9. We do not undertake work paid for by legal aid. If you are eligible for legal aid then we can assist you to find a lawyer who works on that basis.

2. Payment of Fees and Expenses

1. Our fees and expenses are to be paid by the 14^th of the month following date of invoice except on conveyancing matters where fees are payable immediately prior to settlement.
2. Our final account will be sent to you shortly after we have completed your matter.
3. We will issue interim accounts on a regular basis for ongoing matters where that is appropriate.
4. You authorise us to deduct our fees and expenses from funds held in our trust account on your behalf upon our issuing an invoice.
5. We may ask you to pay fees and/or expenses in advance, but in those instances your payment will be held in our trust account and only paid to us by deduction when an invoice is issued.
6. If you elect to pay your invoice or make any other payment by credit card we may on charge the credit card commission cost to you.
7. Interest will accrue on unpaid accounts at the rate of 2.0% per month as from the due date until payment is received in full.  A one-off late payment fee of $50.00 will be incurred on accounts outstanding for 35 days. This fee will be added to the balance owing.  If a suitable payment plan is agreed with Harris Tate [via SmartAR] prior to the account reaching 35 days the late payment fee may be waived by Harris Tate.  If not previously charged, the late payment fee will be added where terms of a payment plan are not met.  Other action to recover unpaid fees may also be taken and all costs, expenses and charges including legal costs (on a solicitor and client basis) incurred by the firm in recovering any money owing to it will be added to the account due by you.
8. 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, nevertheless you remain responsible for payment to us if the third party fails to make payment.
9. We reserve the right to stop work on your retainer if interim accounts or expenses are not paid on time or a request for information or action remains unsatisfied.

3. Retention of Files and Documents

1. We will keep a record of all important documents which we receive or create on your behalf on the following basis:
   1. 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).
   2. 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.
   3. 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.
   4. You may uplift your file(s) and deed documents provided that all fees and expenses have been paid.  We will not release your file(s) and deed documents until we have received an agreement around payment for any outstanding accounts, including any related entities but not limited to trusts, companies and estates.

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.
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.
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 7 years after our engagement ends (other than any documents 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.  We may charge, in addition to our fee, a file storage fee to cover associated costs with retaining and storing the file and documents.
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. 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.

4. Limitations on extent of our Obligations or Liability

1. Where we have acted for you in respect of the registration of a security interest on the Personal Property Securities Register (“PPSR”) under the Personal Property Securities Act 1999 and a financing statement is due to expire we will contact you using the contact details on our file, however, (a) if we are unable to contact you as you have not provided us with your current address and contact details; or (b) we no longer act for you, Harris Tate Limited disclaims any liability whatsoever for non-renewal of any such financing statement.
2. Any other limitations on the extent of our obligations to you or any limitation or exclusion of liability are set out in our Letter of Engagement.
3. If we have agreed, or are required to by operation of law withhold RLWT on your behalf in respect of a sale and purchase transaction, then we shall be under no liability whatsoever to you for any amount that may have been incorrectly calculated or withheld for RLWT purposes, or for any loss, penalty, or costs that you might incur or suffer as a result of our holding RLWT on your behalf; and
4. You agree that you will indemnify us against any claims in respect of any loss, penalty or costs that you suffer, or which have been incurred by you in connection with, or as a result of us holding RLWT on your behalf.
5. 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 our firm.

 5. Privacy Act 1993

1. We consider client confidentiality to be of utmost importance.  We will treat all information we hold about you in strict confidence.  We will not use it or share it unless:
   1. You agree or ask us to;
   2. We need to so we can carry out work for you; or
   3. The law requires us to, or the Rules of Conduct and Client Care for Lawyers permit us to.
2. Information we hold about you will as far as practicable be only made available to our directors and staff who are doing work for you.
3. If we hold funds in an interest-bearing deposit with our bank on your behalf (including any judgment, sale proceeds, settlement amount, or other money), you authorise us to:
   1. Provide any information we hold relating to your United States Foreign Account Tax Compliance Act (FATCA) or Common Reporting Standards (CRS) status, or other FATCA or CRS matters, to Inland Revenue (and/or IRS if applicable) and to our bank if they request information to be able to meet their FATCA or CRS obligations; and
   2. If you do not provide any such information we request, report your non-response, identity, and reportable balance to our bank and Inland Revenue (who will in turn pass this information to the relevant tax authority).
4. Where you are an individual the authorities above are authorities or consents for the purposes of the Privacy Act 1993.
5. You shall have the right to request a copy of the information retained by us about you and the right to request us to correct any incorrect information about you held by us.

6. Complying with laws and regulations

1. You agree to provide us with information we ask for to help us comply with laws, rules or regulations in New Zealand or overseas. We can use your personal information to help us comply with laws, rules or regulations in New Zealand or overseas, or any New Zealand or overseas legislative or regulatory requests.  For these purposes you agree that we can share your personal information with the police, any governmental body or agency or regulator in New Zealand or overseas (including any tax authorities) as required.
2. You agree that you will notify us in writing immediately if there is any change which you become aware of which would render any information provided to us to be incorrect and to re-submit any forms to us upon our request.

7. Money handling procedures

1. We maintain a trust account for all funds we hold on behalf of clients.
2. If we hold funds on your behalf we will deposit them in an interest-bearing deposit with our bank, where reasonable and practicable.  You acknowledge that we cannot place your funds in an interest-bearing deposit if you have not provided us with any information we request relating to your FATCA and CRS status.  We are not responsible for obtaining the best interest rate available or for any loss of interest you suffer as a result of delay in placing your funds in an interest-bearing deposit.
3. Withholding tax will be deducted on the interest earned and paid to IRD.  If we have your IRD number you can elect to have withholding tax deducted at your applicable rate.  If we do not have your IRD number we are required to deduct it at the default rate (which may be higher than your actual rate).
4. When you transfer funds to our trust account in a foreign currency, we will convert those funds to New Zealand dollars at the prevailing exchange rate offered to us by our bank.  We are not responsible for seeking or obtaining a better exchange rate.  Any bank fees will be deducted from these funds. 
5. To protect your money, if you instruct us to use funds we hold in trust for you to make a payment or to transfer the money to another account we may take steps to verify those instructions directly with you.  If we are unable to verify that the instructions have come directly from you, we may, at our sole discretion, not make the payment or transfer funds until we are able to do so.  Wo do not accept any liability for any damages or losses you may incur as a result of the delay in making a payment or transfer of funds where we have been unable to verify your instructions.

8. Security

The party signing the attached Letter of Engagement agrees that where the contracting party (the “Contracting Party”) arising from the Letter of Engagement is a company, trust, partnership or other entity (an “Entity”) then in the event that such Entity does not meet payment of the fees arising from our engagement then:

1. the individual(s) signing the Letter of Engagement for and on behalf of such Entity agrees to meet those fees personally and irrevocably guarantees the due and punctual payment of those fees and all monies owing by the Contracting Party to Harris Tate Limited (such guarantee enforceable on demand); and
2. The Contracting Party and each individual signing the Letter of Engagement for and on behalf of any Entity acknowledge and agree that Harris Tate Limited is entitled to take security by way of PPSR registration or, where appropriate, mortgage as security for any outstanding fees and monies and each hereby authorises Harris Tate Limited to attend to and register any such security interest.

9. Verifying your identity and source of funds, and credit checks

1. We are required by law to verify your identity and, in some circumstances, the source of funds for a transaction. 
2. We may wish to carry out reasonable credit checks on you from time to time.
3. 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:
   1. confirm information provided to us about you is true; 
   2. undertake initial and on-going customer due diligence and monitoring in accordance with the Anti-Money Laundering and Countering Financing of Terrorism Act 2009 (AML/CFT Act); 
   3. enforce debt and legal obligations (including recovery of money owed to us); and 
   4. comply with other legal obligations we may have. 

4. You authorise any person (including credit reporters) to disclose information (including credit information) to us in response to such enquiries. 
5. You accept that we may use customer due diligence services (including electronic based services from a third party) to verify your identity and conduct other customer due diligence or monitoring required under the AML/CFT Act, and that we may use credit reporting services to credit check you, and that when we use such services:
   1. the other third party or credit reporter (each a Service Provider) will exchange information about you for that purpose and the Service Provider may hold information on its system and use it to provide their customer due diligence service or credit reporting service (as the case may be) to their other customers; 
   2. we may use the Service Provider's services in the future for any authorised purpose (including in relation to ongoing customer due diligence or the provision of credit). This may include using the Service Provider's monitoring services to receive updates if information held about you changes; and 
   3. if you default in your payment obligations to us, information about that default may be given to credit reporters and given to their other customers.
6. We may disclose information relating to you to any authority, agency (including any government agency), the police or any financial institution in order to ascertain whether any AML/CFT Act requirement applies to a transaction or if we reasonably believe that the disclosure will assist in the investigation, detection and/or prevention of fraud or other criminal offences, such as money laundering, and neither we or any related company will incur any liability to you as a result of such disclosure of information. Without limiting the generality of clause 9.6, agree that we may delay or block any transaction or refuse to pay any money in order to comply with any AML/CFT Act requirement to which we or any related company is subject, and neither we or any related company will incur any liability to you as a result of any such delay, block or refusal.

INFORMATION TO CLIENTS

10. Our Service to You

We will meet our obligations pursuant to the “Rules of Conduct and Client Care for Lawyers” and made in accordance with the Lawyers and Conveyancers Act 2006. Those obligations are to:

• 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 of compromising influences or loyalties.
• Discuss with you your objectives and how they should best 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 fee that is fair and reasonable 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.

Those obligations are subject to other overriding duties, including duties to the courts and to the justice system.

If you have any questions, please visit www.lawsociety.org.nz.

We are committed to providing a safe working environment, one that complies with the Law Society Conduct and Client Care Rules.  We have a Conduct and Client Care Policy in place to protect all persons from prohibited behavior.

The following behaviours are not accepted by our practice at any level: bullying, discrimination, harassment, racial harassment, sexual harassment or violence; and all clients, employees, and other people we engage or associate with can expect to be treated, and are expected to treat others, with dignity and respect.

11. Professional Indemnity Insurance

We hold professional indemnity insurance that meets or exceeds the minimum standards specified by the Law Society.  We will provide you with particulars of the minimum standards upon request.

12. Lawyers Fidelity Fund

The Law Society maintains the Lawyers Fidelity Fund for the purposes 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.

13. Rights to Terminate your Retainer

You are entitled to terminate your instructions to us upon giving us reasonable notice.  We may terminate your retainer if there is good cause, such as you not providing us with instructions in a sufficiently timely way, your inability or failure to pay our fee or expenses on the agreed basis, your adopting against our advice a course of action which we believe is imprudent, or if we find we are in a position of a conflict of interest, or being asked to act in a manner that may be inconsistent with our fundamental obligations as lawyers.

If we terminate the retainer we will give you reasonable notice so that you can arrange alternative representation and we shall give you reasonable assistance to find another lawyer.

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.

14.  If you have a Complaint 

We maintain a procedure for handling any complaints by clients, designed to ensure that a complaint is dealt with promptly and fairly.

If you have a complaint about our services or charges, you may refer your complaint to the person in our firm who has overall responsibility for your work.

If you do not wish to refer your complaint to that person, or you are not satisfied with that person’s response to your complaint, you may refer your complaint to any Director.

The Director may be contacted as follows:

(a)    by letter;    (b)  by email at admin@harristate.co.nz;    (c)  by telephoning +64 7 578 0059

Any complaint or dispute regarding our charges must be brought to the firm’s attention, in writing, as soon as practicable and in any event within 7 days of the date of the invoice.

The Law Society also maintains a complaints service and you are able to make a complaint to that service. To do so you should contact the Law Society:

Street address:  26 Waring Taylor Street    Postal address: PO Box 5041, Lambton Quay, Wellington 6140  

Telephone:  +64 4 472 7837    Fax: +64 4 473 7909    General inquiries: inquiries@lawsociety.org.nz

15. Persons responsible for your Work

The names and status of the person or persons who will have the general care of or overall responsibility for the services we provide are set out in our Letter of Engagement.

16. We reserve the right to change these terms of engagement by notice to you.  Notice may be given by posting the revised terms and conditions on our website.

V.022023