Terms of Engagement

Terms of Engagement

Buddle Findlay is one of New Zealand's leading commercial and public law firms. Commitment and integrity are values that sum up our approach to doing business. We strive for excellence in everything we do. 

Download a PDF version of our Buddle Findlay Terms of Engagement and Information for clients.

Introduction

Unless agreed otherwise, these Terms of Engagement ('Terms') apply whenever you ask us to act for you on a matter.  We may change these Terms from time to time, and will publish the latest version on our website.  If you continue to engage us, then you accept the latest Terms.

Our relationship with you is governed by New Zealand law and the New Zealand courts have non-exclusive jurisdiction.

Our team

We will nominate an experienced senior lawyer - usually a partner - who will be responsible for our relationship with you.  A partner or another experienced senior lawyer will also be responsible for each instruction you give us.  They will involve others to assist as appropriate.

Our services

We will represent and advise you on legal matters in accordance with your instructions.  We will work with you to ensure there is a clear understanding of the scope and timetable of each instruction.

Confidentiality

Maintaining client confidentiality is fundamental.  We will not disclose your confidential information unless required and authorised by you or by the law, or the New Zealand Law Society’s Rules of Conduct and Client Care.

We will sometimes need to collect, use and disclose personal information about people associated with you or with your transaction in order to carry out your instructions.  Please make these people aware that this might happen.

We will comply with all applicable laws when we collect, use or disclose personal information about you or people associated with you.

Conflicts of interest

In the event of a conflict, we may be unable to act for you.

We have procedures for dealing with situations where the interests of two or more clients may conflict.  If a legal or business conflict arises, we will contact you as soon as possible to resolve the situation.

In some circumstances, we may act for other clients whose business or legal interests differ from yours.  If that happens, we will take appropriate steps to maintain the confidentiality of any of your information that is relevant to the matter.

Our fees

Usually, we charge for our services by reference to the time spent, charged at the relevant hourly rates.  We review our hourly rates annually.

Our fees may take into account factors such as complexity, the specialised knowledge required, the value of the transactions involved, urgency and the overall result.  The fees we charge will be in accordance with the Rules of Conduct.

Expense recoveries

We charge a service charge for general office services.  This charge is normally 2.5% of the fee for our legal services, and covers costs such as routine photocopying, phone calls, postage and couriers.

Fees estimates

We are able to work with our clients to manage the cost of our services.  We can provide estimates on request and can report to you on progress against such estimates.  In some circumstances, it may be possible to provide a fixed quote.  Please talk to the lawyer handling your instruction.

Mid-Town Agency Services Limited (MTA)

MTA is a special-purpose company that is related to Buddle Findlay and does certain work (for example, database searches, registration and certification) on behalf of our clients.  You will be charged an MTA administration fee if you use this service.

Disbursements

We will charge you for any external disbursements including travel and accommodation costs, fees for experts, witnesses and others we engage on your behalf and external charges such as the fees charged by government or other agencies for the work carried out for you by us or MTA.

GST (goods & services tax)

We charge GST at the rate required by law.  Our stated hourly rates and any cost estimates exclude GST unless otherwise expressly stated.

Overseas withholding tax

If you are required by law to make a deduction for any tax, levy, duty or other similar charges outside New Zealand from any amount payable to us, the amount payable shall be the amount of any such deduction PLUS the payment that would have been due if no deduction had been required.  You must also provide us (on our request) reasonable documentation to verify the amount of any tax, levy, duty or other similar charges withheld and paid to a tax authority.

Invoices and payments

We will usually send you an invoice each month and when a matter is concluded.  Our invoices are payable within 14 days of the date of the invoice.

You are liable to pay our invoices whether or not you expect someone else to reimburse you and whether or not you receive that reimbursement.

If an invoice is not paid, we may choose not to do any further work and retain custody of your file until we are paid in full or alternative arrangements are made.  We may also charge interest at a rate of no more than 5% per annum above our principal banker's usual commercial overdraft rate on any amount outstanding one month after the date of the invoice.

Trust account

We have a trust account to hold funds we receive from clients (except funds received as payment of our invoices).  If we hold significant funds on your behalf we will normally deposit those funds in an interest bearing bank account.  In that case we will need to obtain your IRD number and we will charge an administration fee of 6% of the gross interest earned.

We may deduct from any funds held on your behalf in our trust account any fees, expenses or disbursements for which we have provided an invoice.

Our monitoring obligations

We are obliged to comply with all laws applicable to us in all jurisdictions, including (but not limited to):

  • Anti-money laundering and countering financing of terrorism laws
  • Laws relating to tax and client reporting and withholdings.

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 this is completed.  

To ensure our compliance and yours, we may be required to provide information about you, persons acting on your behalf or other relevant persons to government agencies. There may be circumstances where we are not able to tell you or such persons if we do provide information.

Please ensure that you and/or any of the persons described previously are aware of and consent to this. It is important to ensure that all information provided to us is accurate. If the information required is not provided or considered by us to be potentially inaccurate, misleading, or in contravention of any law, we may terminate or refuse to enter into an engagement.

Electronic communications

We may communicate with you and others by electronic means, unless you instruct us not to.  Electronic communications may be intercepted or corrupted.  We do not accept responsibility for the corruption of an electronic communication and will not be liable for any connected damage or loss.

Use of external records

In providing our services to you, we may rely on information provided to us by third parties (eg government agencies, public registries, witnesses or experts).  If the information provided by such sources is inaccurate or incomplete, we do not accept responsibility for any such errors or omissions and will not be liable for any connected damage or loss.

Files and documents

File retention

Usually, we will retain your files in electronic format only, unless there is a compelling need to retain a physical record.

We have procedures for destroying our files when an appropriate time has elapsed after a matter has concluded.  Other arrangements can be made if you prefer.

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.

Uplifting of files

If our engagement is terminated, we may retain copies of documents or records that are delivered to you or another lawyer.

Termination

You may terminate our engagement at any time.  We may terminate the engagement in any of the circumstances set out in the Rules of Conduct.

If our engagement is terminated you must pay all fees for work done and other charges incurred up to the date of termination.

Limitation of liability

To the extent permitted by law, our total liability to you (or any other person) in connection with any matter (or 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$20,000,000 or
  • The greater of:
    • NZ$2,000,000 and
    • Five times the amount of our applicable fee (excluding our service charge, disbursements and GST).

This limitation applies to liability of all kinds, whether in contract, tort (including negligence), equity, statute or otherwise).

October 2019


Information for clients

Introduction

Set out below is the information required by the Rules of Conduct and Client Care for Lawyers of the New Zealand Law Society ('Rules of Conduct').

Fees

The basis on which fees will be charged is set out in "Our fees" in our Terms of Engagement.  Please talk to the lawyer responsible for your instructions regarding charge-out rates, fee estimates and other fee-related information.

When payment of fees is to be made is set out in "Invoices and payments" in our Terms of Engagement.

Our Terms of Engagement can be found above.

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 of the minimum standards on request.

Lawyers fidelity fund

The New Zealand 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 NZ$100,000.  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.

Complaints

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:

Philip Maitland
Chief Executive
Buddle Findlay
PO Box 2694
Wellington

Email: philip.maitland@buddlefindlay.com
Tel: +64 4 499 4242

The New Zealand Law Society operates the Lawyers Complaints Service and you are able to make a complaint to that service.  Phone 0800 261 801 (or +64 4 472 7837) for information and advice about making a complaint.

Persons responsible for the work

The name and status of the person who will have overall responsibility for the services we provide for you has been notified to you in writing.

Client care and service

The New Zealand Law Society client care and service information is set out below.  Whatever legal services your lawyer is providing, he or she 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
  • Let you know how to make a complaint and deal with any complaint promptly and fairly.

The obligations lawyers owe to clients are described in the Rules of Conduct.  Those obligations are subject to other overriding duties, including duties to the courts and to the justice system.

If you have any questions about this Information for Clients, please visit lawsociety.org.nz or call 0800 261 801 (or +64 4 472 7837).

Limitations on extent of our obligations or liability

Limitations on the extent of our obligations to you or any limitation or exclusion of liability are set out in our Terms of Engagement.  Any other limitations on our obligations or liability will be communicated to you in writing.


Buddle Findlay investment procedures and IRD requirements

Resident/Non-resident withholding tax

If we hold funds on your behalf in an interest-bearing deposit account, we are required to deduct Resident or Non-resident Withholding Tax from the interest paid to your account, and will need certain information from you to ensure that tax is deducted at the correct rate.

If you are exempt from having Resident Withholding Tax deducted, you will need to provide us with a copy of your Certificate of Exemption for our records.

In order for us to deduct Resident Withholding Tax, please complete the form on this page with your New Zealand IRD number and elected Resident Withholding Tax rate.  If you do not provide us with your IRD number, we are obliged to deduct Resident Withholding Tax at 45%.

We are required to deduct Non-resident Withholding Tax from you if you are a non-resident for New Zealand tax purposes at either 10% or 15% depending on whether your country has a double tax agreement with New Zealand or not.  Please refer to this site to determine your applicable non-resident withholding tax rate.

Where your accounts are held jointly, only one IRD number should be supplied.  Buddle Findlay will not use your IRD number for any purpose other than compliance with the Inland Revenue Acts.

If you have any further questions about our investment procedures, please call Paul Kay, our National Manager - Trust Account on +64 4 462 0417.

How to make payments

Clients may pay funds to Buddle Findlay by way of cash, cheque or electronic means.  All payments should be made to “Buddle Findlay Trust Account” and cheques should be crossed “Not Transferable” or “Account Payee Only”.  Receipts will be issued for cash payments and otherwise upon request.

Please note that payments may require bank clearance before Buddle Findlay commences an investment.  For example, the maximum clearance period of payments received by personal cheque, (of a New Zealand registered bank), is five business days.

All funds will be held in trust

All client funds are held on trust with a registered bank and are only paid out in accordance with instructions received from the client.

Investment authority

A signed investment authority, which is available from Buddle Findlay, is required to be completed and signed by the client before Buddle Findlay may invest the funds other than when the funds are put in an interest bearing call deposit account with a registered bank.  The investment will be made in the name of Buddle Findlay on trust for the client.

Records

Buddle Findlay maintains detailed records of all trust account and investment transactions made on behalf of clients.  The records include trust ledgers, copies of trust account receipts, cheque requisitions, investment ledgers and bank statements.  Buddle Findlay will provide copies of client records to clients upon receipt of a written request.  A fee may be charged for this.

Statement

Buddle Findlay will provide a detailed investment statement annually and a Resident Withholding Tax certificate, (where required), following the conclusion of the March 31 tax year.

Audit

The procedures surrounding the receipt holding and disbursement of trust account and investment funds (and property) by Buddle Findlay is audited on a regular basis.

Use of client investment funds by Buddle Findlay

Buddle Findlay does not use client investment funds for its own benefit.  We may:

  • Charge a fee of up to 6% of the gross interest earned on the funds invested and administered by Buddle Findlay on behalf of clients
  • Make any other lawful set-off against, or claim any lawful lien on, all or part of the investment money (including its proceeds) for any of the client debts due to Buddle Findlay.

When the investment matures

At the end of the term of the investment, the proceeds will be banked into Buddle Findlay’s trust account.  Buddle Findlay will then disburse the investment funds to the client or in accordance with written instructions received from the client.

Submit your tax information to Buddle Findlay here