Point Legal

Standard Terms of Engagement.

These standard terms ("Terms") apply to all work we carry out for you, except to the extent we agree otherwise with you in writing. "We", "us" and "our" mean Point Legal Limited. Our engagement letter for a matter, together with these Terms and the Information for Clients set out in Part B below, form our agreement with you. If there is any inconsistency, the engagement letter prevails.

1. Services

1.1 The services we are to provide are set out in our engagement letter, together with any further instructions you give us in writing or that we record in writing.

2. Fees

2.1 Our fees are set out in our engagement letter. Where we have agreed a fixed fee, we charge that fee for the agreed scope. Work outside the agreed scope is treated as additional work and is charged either at a further fixed fee or at the hourly rate stated in the engagement letter, agreed with you before we carry it out.

2.2 Where we charge on a time basis, our fees are set having regard to the fee factors in the New Zealand Law Society's Rules of Conduct and Client Care for Lawyers (rule 9.1), which include:

• the time and labour required;
• the skill, specialised knowledge and responsibility the work requires;
• the importance of the matter to you and the results achieved;
• the urgency and circumstances in which the work is undertaken;
• the degree of risk we assume, including the value of the property or transaction involved;
• the complexity of the matter and the difficulty or novelty of the questions involved;
• the reasonable costs of running a law practice; and
• whether the fee is fixed or conditional.

Our hourly rates are available on request and are reviewed annually.

2.3 Sometimes we give an estimate rather than a fixed fee, for work whose scope cannot be fixed at the outset. An estimate is based on the information available at the time and is not a fixed quote, and where we are working to an estimate we will tell you if it becomes likely that the work will exceed it. A fixed fee, by contrast, is the agreed price for the agreed scope under clause 2.1 and changes only if that scope changes.

3. Disbursements

3.1 Unless our letter of engagement says otherwise, we may charge you, at cost, third-party costs we reasonably incur for you, such as LINZ registration and search fees, LIM fees, the cost of verifying your identity electronically, and other charges payable to third parties. You authorise us to incur these. Our letter of engagement may instead say that we absorb a particular cost ourselves, or that it is included within our fee, in which case that is not charged to you separately. We do not charge a general office-services fee and we do not add a markup to any disbursement.

4. GST

4.1 GST is payable by you on our fees and charges where it applies.

5. Invoicing and payment

5.1 We usually invoice monthly for work in progress. For some matters we instead invoice at a natural billing point, such as on settlement of a property transaction or on completion of a discrete piece of work, and we may also invoice when we incur a significant cost. Invoices are payable within 14 days of the date of the invoice unless we agree otherwise.

5.2 We would always rather talk to you first if payment is a problem. If an invoice remains unpaid after the due date, we may charge interest on the overdue amount at 15% per year, calculated daily, and we may decline to do further work until it is paid. If we have to recover an overdue amount, you are responsible for the reasonable costs of doing so.

6. Security

6.1 We may ask you to pre-pay an amount or provide security for our fees and expenses, and you authorise us to apply any amount pre-paid, and to deduct from funds we hold for you in our trust account, any fees, expenses or disbursements for which we have issued an invoice. For a conveyancing transaction, you are responsible for ensuring that sufficient funds are available at settlement to meet our fees and disbursements, and we will tell you the total amount required in good time before settlement. You authorise us to deduct our fees and disbursements from the settlement funds against our invoice. We will render that invoice to you at settlement, and we deduct from funds we hold for you only once an invoice has been issued.

7. Third parties

7.1 If you expect a third party to reimburse our fees, or we invoice a third party at your request, you remain responsible for payment to us if the third party does not pay.

7.2 Where you instruct us on behalf of a company, trust or other entity, that entity (or, in the case of a trust, its trustees) is our client and is responsible for our fees.

8. Confidentiality, information and technology

8.1 We hold in confidence all information we acquire about you in the course of acting for you, and we will not disclose it except so far as necessary to carry out your instructions, or as required by law or by the Law Society's rules.

8.2 In acting for you we collect and hold personal information about you, which we use to provide our services and to keep you informed. You have the right to access and correct it.

8.3 We use professional, enterprise-grade systems and trusted technology providers to store information and to deliver our services, and we keep your information to current industry security standards. You authorise us to disclose your personal information to those providers for the purpose of providing our services, and we take reasonable steps to ensure they protect it and do not use it for any other purpose except as required by law. We use electronic and software tools to work efficiently and accurately; a lawyer reviews the work and remains responsible for the advice you receive.

8.4 We will not disclose to you confidential information we hold for any other client.

9. Verification of identity and source of funds

9.1 We are required under the Anti-Money Laundering and Countering Financing of Terrorism Act 2009 (the AML/CFT Act) to verify your identity and, for certain transactions, to understand and verify the source of your funds. You authorise us to carry out these checks, including by electronic means. Unless our letter of engagement says we absorb this cost or that it is included within our fee, you authorise us to charge you the cost of that verification as a disbursement under clause 3.1. If you do not provide what we reasonably need before we begin the substantive work, we may be unable to act and may end our engagement.

10. Conflicts of interest

10.1 We have procedures to identify and respond to conflicts of interest. If a conflict arises, we will tell you and follow the Law Society's rules, which may mean we cannot continue to act for you in the matter.

11. Termination

11.1 You may end our engagement at any time. We may end or suspend our engagement for good reason, including a conflict of interest, a breakdown in instructions, non-payment, or where we consider you would be better served by another firm. If our engagement ends, you are responsible for our fees and expenses up to that point.

12. Retention of files

12.1 You authorise us to keep your file electronically. Where we hold an electronic copy, we may destroy the paper file. We keep the file (other than documents we hold in safe custody or must keep for longer by law) for 7 years after our engagement ends, after which we may destroy it. Some documents have legal effect only in their original form, such as wills and enduring powers of attorney; we keep these in safe custody or return them to you. For other original documents, we will return them to you if you ask, and otherwise our practice is to keep an electronic copy and destroy the paper original.

13. Duty of care

13.1 Our duty of care is to you alone. No other person may rely on our advice unless we agree in writing.

14. Trust account

14.1 We maintain a trust account for funds we hold for you. If we hold significant funds for you, we will normally place them on interest-bearing deposit. We make payments out of trust only to you or with your authority, and before paying funds to an account we may ask you to verify the account details. We keep full trust records and provide a statement to you on request.

15. Intellectual property

15.1 We own the copyright and other intellectual property in the documents and work we create in providing our services, and we may re-use or adapt our work for other clients while keeping your information confidential. We grant you a non-exclusive licence to use the documents we create for you for your own purposes. You may not allow a third party to copy or use them without our written permission.

16. Communications

16.1 We will communicate with you by email and other electronic means unless you ask otherwise, and you agree to electronic delivery of documents and communications. Please tell us if your contact details change. From time to time we may send you information we think is relevant to you; you can opt out at any time.

17. Limitation of liability

17.1 We hold professional indemnity insurance that meets or exceeds the New Zealand Law Society's minimum standards. To the extent the law allows, our total liability to you in connection with our services is limited to the amount available to be paid under that insurance in respect of the relevant claim. This limit is fair and reasonable having regard to the nature of the services and the cover we hold, and the particulars of the minimum standards are available on request.

18. General

18.1 These Terms apply to the current engagement and to any future engagement, whether or not we send them to you again. We may change these Terms from time to time, and the current version is available at pointlegal.co.nz/terms; the version that applies to a matter is the version current when you accept our engagement letter for it. Our relationship with you is governed by New Zealand law and the New Zealand courts have exclusive jurisdiction.

Part B

Information for Clients.

The information set out below is provided by Point Legal Limited as required by the Rules of Conduct and Client Care for Lawyers issued by the New Zealand Law Society.

1. Fees

The basis on which our fees are charged is set out in our letter of engagement, and when fees are payable is set out in our Standard Terms of Engagement. We may deduct from funds held on your behalf in our trust account any fees, expenses or disbursements for which we have issued an invoice.

2. Professional indemnity insurance

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

3. Lawyers' Fidelity Fund

The New Zealand Law Society maintains the Lawyers' Fidelity Fund to provide clients of lawyers with protection against pecuniary loss arising from theft by lawyers. The maximum amount payable to an individual claimant is limited to $100,000. Except in certain circumstances specified in the Lawyers and Conveyancers Act 2006, the Fund does not cover loss relating to money a lawyer is instructed to invest on behalf of a client.

4. Complaints

We maintain a procedure for handling complaints, designed to ensure that any complaint is dealt with promptly and fairly. If you have a complaint about our services or charges, you may raise it with Tim Grace, who has overall responsibility for your work, by letter, by email at tim@pointlegal.co.nz, or by telephone on 022 450 6258. The New Zealand Law Society also operates the Lawyers Complaints Service. You may contact it on 0800 261 801 or by email at complaints@lawsociety.org.nz.

5. Persons responsible for the work

The name and status of the person who has overall responsibility for your work is set out in our letter of engagement.

6. Client care and service

Whatever legal services we are providing, we 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 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; and
• let you know how to make a complaint and deal with any complaint promptly and fairly.

These obligations 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 to the justice system. If you have any questions, please visit lawyers.org.nz or call 0800 261 801.

7. Limitations on our obligations or liability

Any limitation on the extent of our obligations to you, or any limitation or exclusion of liability, is set out in our letter of engagement and Standard Terms of Engagement.