Terms of Engagement
TERMS OF ENGAGEMENT
THIS AGREEMENT made the day of
PARTIES
1. MICHAEL LENIHAN
2. THE CLIENT (referred to as ''the client'')
BACKGROUND
A. Michael Lenihan has been retained to act for the client.
B. The terms of engagement agreed between the parties are set out below
TERMS OF ENGAGEMENT
1. These terms of engagement will apply except where I agree otherwise with you in writing.
Your Instructions
2. I will act for you in all matters in which I am instructed on the terms and conditions set out below.
3. I will, on receipt of your instructions, provide you with written confirmation of those instructions including details of the scope of the work I am to carry out on your behalf to ensure that I understand your instructions correctly at the start of the work I undertake for you.
4. I may, from time to time, need further information and instructions from you in order to properly complete the work I undertake for you. I will advise you of the additional information and/or instructions that are required and you agree to provide that additional information and/or those instructions to me within a reasonable period of time.
Confidentiality
5. As your counsel, I hold in strict confidence all information concerning your business and your instructions, and your own client’s business, that I acquire through my work for you. I will not disclose any of this information to any other person except:
(a) To the extent necessary or desirable to enable me to carry out your instructions; or
(b) To the extent required by law or by the Law Society's Rules of Conduct and Client Care for Lawyers.
6. Where I obtain confidential information from you, I will, as far as practicable, distribute that information only to those people who actually need that information to carry out your instructions.
Conflicts of Interest
7. I have procedures in place to identify and prevent conflicts of interest arising in respect of my instructions on any particular matter.
8. If a conflict of interest or potential conflict of interest arises I will advise you of this and follow the requirements and procedures set out in the Law Society's Rules of Conduct and Client Care for Lawyers.
My Duty of Care
9. My duty of care is to my client(s) named in my confirmation of instructions. I do not owe any duty of care or accept any liability to any other person.
10. If any person other than the client named in my confirmation of instructions wishes to rely on my advice, they can only do so if I expressly agree in writing.
11. If, during the course of carrying out my instructions for you, I provide services to entities related to or associated with you, then those services will be provided on the same terms as these terms of engagement.
12. I do not accept liability for loss arising from non-receipt of any communication, including computer email communications.
My Fees
13. My fees will be charged in accordance with the guidelines laid down by the Rules of Conduct and Client Care for Lawyers. My fees will be charged on the basis that they will be fair and reasonable having regard to the circumstances and the nature of my work for you.
14. In fixing the fee, I will have regard to the time and other resources involved in carrying out my instructions, the results achieved, the urgency of the matter, the level of skill required to carry out your instructions, the complexity of the matter and any specialist knowledge involved.
15. I will send you interim invoices for all work carried out in accordance with your instructions, usually monthly. This will help you by spreading the payments over time and will enable you to keep track of how much the work is costing.
16. My invoices are payable immediately. I may in my discretion charge you interest at the rate of 12% per annum.
17. My invoices will include New Zealand Goods & Services Tax (GST) applicable for my services supplied to you.
18. All invoiced amounts are payable in New Zealand dollars unless we agree otherwise.
Estimate of Fees
19. If requested by you, at the commencement of your instructions and periodically throughout the course of the matter, I will provide you with estimates of the fees to be charged in connection with your instructions.
20. Because of the nature of the work, it is not always possible for me to provide a firm estimate of the cost, however, I will keep you informed on a regular basis of the likely cost of completing your instructions and if it appears that my estimate (where provided) will be exceeded, I will notify you of this and seek your further instructions.
Disbursements
21. In the course of providing my services to you, payments may have to be made to other parties by me on your behalf. This may include payment of filing fees, search fees, agency fees and other costs. I cannot ordinarily pay these amounts for you unless I receive the funds from you in advance. If this is not practicable, I may require an undertaking from you that such payments will be reimbursed to me prior to making the payment.
22. If I instruct someone (such as an expert or other service provider) to carry out work on your behalf in connection with your instructions:
(a) I will require you to enter into a direct arrangement with that person.
(a) You agree that you will meet any such costs that person may charge.
Document Destruction
23. Subject to any legal requirement, I will retain the file that I create for your work on any one matter for a minimum of seven years after I finish working for you on that matter. I may hold the file electronically rather than physically. After that time, I may destroy that file without contacting you.
24. If you wish to retain all or part of your file (where I have held one), please advise me in writing before the matter is completed.
Termination of My Services
25. Where you give me any instruction and I rely on that instruction, for example, by giving an undertaking to a third party, you may not revoke that instruction. Otherwise, you may terminate my instructions at any time in any matter that I am acting on.
26. I may terminate our retainer in any of the circumstances set out in the Law Society's Rules of Conduct and Client Care for Lawyers. I may also terminate the retainer where a request for you or your client to put money into your trust account is not met.
27. Provided that you have paid all my invoices on all matters, I will (on request) provide you with all of the documents that I have obtained or created through working for you on the matter or matters in question. Before I provide those documents to you, I may take a complete copy of them.
28. These terms of engagement survive any termination of my services.
General
29. These terms of engagement apply to any current instructions and to any future instructions whether or not I send you another copy of them. There is no need for you to sign these terms of engagement in order to accept them; you will accept these terms of engagement by continuing to instruct me to work for you.
30. I can change these terms of engagement at any time, in which case, I will send you amended terms of engagement.
31. Any dispute concerning these terms of engagement, or my work for you, is to be resolved in the New Zealand Courts under New Zealand law.
32. In these terms of engagement, where you are a compaby or other corporate entity, I act only for you. I do not act for the shareholders, directors or members unless I expressly agree otherwise.
Limitation of liability
33. My total liability to you (which includes both to your firm and your client) in connection with any matter (or series of related matters) on which you engage me will not exceed:
(a) If an amount is available to be paid out under my relevant insurance policy in respect of my liability to you or your client, that amount, up to a maximum of NZD$1,000,000 (including interest and costs).
(b) In any other case, the lesser of:
(i) NZD$50,000; or
(ii) An amount equal to three times my fees that have been paid by you.