Terms of service

General & jurisdiction

1. These Terms of Service (the “Terms”) apply to all current and future assignments. We reserve the right to modify these Terms, in which case we will notify you of the amended Terms, which will apply after the date of notification. Our assignments are governed by New Zealand law, and New Zealand courts have exclusive jurisdiction.
   

Services

1. The services we provide for you (the Services) are outlined in our assignment letter and any further instructions that you provide to us in writing (or that we record in writing).
   

Communications

1. We may obtain your contact details, including your email and postal addresses, and phone numbers. We may provide documents and other communications to you by email (or other electronic means). Please notify us if any of any changes in your contacts.
   
2. We will report to you periodically on the progress of each assignment. We 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.
   
3. You agree that we may provide you with other information such as articles and commentaries. You may request that these not be sent to you.
   

Fees

1. Fees
   
   Our fees (Fees) are outlined in our assignment letter.
   
   1. Fees are usually calculated on an hourly basis.
      
   2. Hourly rates may be adjusted from time to time. No changes in Fees will take effect during an assignment.
      
   3. We may agree to provide Services on a fixed-fee basis.
      
2. GST
   
   Our services incur Goods and Services Tax (GST).
   
3. Invoices
   
   We will send invoices to you monthly, and upon completion of the matter or termination of our assignment. We may send you invoices more frequently by agreement.
   
4. Payment
   
   Invoices are payable within 14 days of the invoice date unless otherwise arranged.
   
   If you have difficulty in paying any of our accounts, please get in touch with us promptly so that we may discuss payment arrangements.
   
   If your account is overdue, we may:
   
   1. stop work on any matters in respect of which we are providing services to you;
      
   2. require an additional payment of fees in advance or other security before recommencing work;
      
   3. 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 Fees and the fees of any collection agency.
      
   Payment may be made by direct credit to the account specified in our invoices.
   
5. Estimates
   
   We will provide an estimate of our fee for undertaking the Services If the time cost is able to be estimated. We will inform you if we are likely to exceed the estimate by more than 20%.
   
6. We will report to you periodically on the progress of any assignment. We 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.
   
7. You agree that we may provide you with information such as articles and commentaries. At any time, you may request that this not be sent to you.
   

Confidentiality & personal information

1. Confidentiality
   
   We will maintain the confidentiality of the information concerning you or your affairs that we acquire while acting on your behalf.  We will not disclose any of this information to any other person except:
   
   1. to the extent necessary or desirable to enable us to carry out your instructions; or
      
   2. as expressly or impliedly agreed by you; or
      
   3. as necessary to protect our interests in respect of any complaint or dispute; or
      
   4. to the extent required or permitted by law.
      
2. Confidential information concerning you will, as far as practicable, be made available only to those who are providing the Services to you.
   
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 provide the Services and to contact you about issues we believe may be of interest to you. Providing personal information is voluntary; however, if you do not provide complete information it will affect our ability to deliver the Services. Please refer to our privacy policy.
   
4. Payment
   
   You authorise us to disclose, in the normal course of performing the Services (but only to the extent necessary), your personal information to third parties for the purpose of providing the Services and any other purposes set out in these Terms.
   
5. We may disclose your name and address to third parties, such as credit agencies, to perform a credit check or to undertake credit management or collection processes if necessary.
   
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 Bruce Maclean.
   
7. Verification of Identity
   
   We may collect and retain information necessary to verify your identity. We may, therefore, request that you provide us with documents verifying your identity, such as a passport or driver’s license. We may retain copies of these documents.  We may perform additional customer verification checks, including those related to your identity and the source of any funds associated with transactions to which the Services relate, as required by law.
   
8. Compliance
   
   Please refer to ‘Compliance', for information on what may be required to be provided to third parties.
   

Documents, records & information

1. We will keep a record of all necessary documents which we receive or create on your behalf.
   
2. We will provide you, upon request, with copies or originals (at our discretion) of all documents to which you are entitled under the Privacy Act 2020 or any other applicable law.
3. Where we hold documents that belong to a third party, you will need to provide us with that party’s written authorisation to access or obtain a copy of the 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 assignment ends (other than any documents that we are otherwise obliged by law to retain for longer). We may maintain records for an extended period at our discretion.
   
5. We may, at our discretion, return documents (in either hard or electronic form) to you rather than retaining them. If we choose to do this, we will do so at our expense.
   
6. We own the copyright in all documents or work we create while 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.
   

Compliance

1. We may be obliged to comply with all applicable laws in all jurisdictions, including (but not limited to):
   
   1. Anti-money laundering (AML) and countering financing of terrorism (CFT) laws; and
      
   2. Laws relating to tax and client reporting and withholdings.
      
2. We may be required to undertake customer due diligence on you, persons acting on your behalf and other relevant persons such as beneficial owners and controlling persons. We may not be able to begin acting or to continue acting for you until that is completed.
   
3. To ensure our mutual compliance, we may be required to provide information about you, persons acting on your behalf or other relevant persons to third parties (such as government agencies). There may be circumstances where we are unable to inform you or such persons if we do provide information.
   
4. Please ensure that you and/or any of the persons described in this section are aware of and consent to these provisions. It is essential to ensure the accuracy of all information provided to us. If the required information is not provided or if we consider it potentially inaccurate, misleading, or in contravention of any law, we may terminate or refuse to undertake an assignment.

Conflicts of interest

1. We will protect and promote your interests to the exclusion of those of third parties and ourselves. This may result in a situation where a conflict of interest arises.
   
2. We have procedures to identify and address conflicts of interest or potential conflicts of interest.  If a conflict of interest arises, we will notify you and attempt to resolve the conflict. However, we may not be able to act on your behalf further in a particular matter, and we may terminate our assignment accordingly.
   

Duty of care

1. Our duty of care is to you alone.  We assume no liability to any other person unless expressly agreed. We do not accept any responsibility or liability whatsoever to any third parties except as expressly agreed upon in writing.
   
2. Our Services are based on the facts known to us and our judgment and are subject to any subsequent changes in the facts or law. We are not liable for errors in or omissions from any information provided by third parties.
   
3. Our Services apply only to each assignment we undertake. We will have no ongoing obligations unless they are contained in a new assignment.
   
4. Unless otherwise agreed, we may communicate with you and 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.
   

Limitations on our liability

1. To the extent permitted by law, our aggregate liability to you (whether in contract, tort, equity, or otherwise) in connection with our Services is limited to the amount payable as Fees.
   

Termination

1. You may terminate our retainer at any time.
   
2. We may terminate our retainer for any reasonable cause, including the existence of a conflict of interest, non-payment of fees, and failure to provide instructions.
   
3. If our retainer is terminated, you must pay us all fees incurred up to the date of termination.
   

Feedback

1. Client satisfaction is our primary objective, and we appreciate feedback from our clients.  If you would like to comment on any aspect of our service, including how we can improve, please contact us as soon as possible.