These Terms apply in respect of all work carried out by Bay Law Office for you, except to the extent that we otherwise agree with you in writing. We are entitled to change these Terms from time to time.
The Services which we are to provide for you are outlined in our Letter of Engagement. Bay Law Office will act in the client’s best interests to carry out the client's instructions. Bay Law Office reserves the right to cease to act where the client cannot or will not provide instructions required in addition to those specified in our Letter of Engagement.
Bay Law Office will take reasonable steps to keep the client informed of the steps taken to carry out the client’s instructions.
2. Fees and Invoices
By instructing Bay Law Office the client accepts liability to pay Bay Law Office’s account together with all disbursements incurred in respect of instructions. GST is payable by you on our fees and charges. Invoices are payable within 7 days of the date of invoice unless alternative arrangements have been made with us. We may require interest to be paid on any amount which is more than 7 days overdue. Interest will be calculated at the rate of 2% above the Bank of New Zealand’s 90 day bank bill buy rate as at the close of business on the date payment became due.
We may ask you to pre-pay amounts to our trust account, or to provide security for our fees and expenses. You authorise us to debit against amounts pre-paid by you and to deduct from any funds held on your behalf in our trust account any fees, expenses or disbursements for which we have provided an invoice.
In providing these Services Bay Law Office may incur disbursements or have to make payments to third parties on your behalf. These will be included in our invoice to you. We may require an advance payment for the disbursements or expenses which we will be incurring on your behalf.
4. Trust Account
We maintain a trust account for all funds which we receive from clients (except monies received for payment of our invoices). If we are holding significant funds on your behalf we will normally lodge those funds on interest bearing deposit with a bank. An administration fee will be charged for this.
5. Joint & Several Liability
If there is more than one person comprising the client, each person is jointly and severally liable for payment in due time of all Bay Law Office accounts and other charges.
Where work has been done by Bay Law Office, but we have not been paid by the client then, as a general rule Bay Law Office has the right to retain original documents and correspondence on the client’s file until such time as all outstanding fees, disbursements and other expenses have been paid. This is known as a lien. This will be particularly important in circumstances where the client decides for whatever reason to instruct another firm. That other firm may be obliged to give an undertaking to pay Bay Law Office all outstanding fees and disbursements before the client’s file is released.
Bay Law Office will hold all information concerning the client’s business and affairs in strict confidence and will not divulge such information except where required or permitted to do so by law, or where the client expressly or impliedly authorises the firm to make such disclosure.
8. Retention of Files & Documents
You authorise us (without further reference to you) to destroy all files and documents for this matter (other than any documents that we hold in safe custody for you) 10 years after our engagement ends, or earlier if we have converted those files and documents to an electronic format.
You may terminate our retainer at any time. We may terminate our retainer in any of the circumstances set out in the Rules. If our retainer is terminated, you must pay us all fees due up to the date of termination and all expenses incurred up to that date.
10. Conflicts of Interest
We have procedures in place to identify and respond to conflicts of interest. If a conflict of interest arises we will advise you of this and follow the requirements and procedures set out in the Rules.
11. Limitations of our liability
11.1 Exclusion: You acknowledge that where you are in trade the provisions of the Consumer Guarantees Act 1993 (CGA) shall not apply and that sections 9, 12A and 13 of the Fair Trading Act 1986 (FTA) shall not apply for the purposes of section 5D of the FTA. Where you are not in trade, nothing in these Terms is intended to limit your rights under the CGA or the FTA.
11.2 Limitation of Liability: Unless otherwise agreed in writing, and to the extent permitted by law, our total liability to you in relation to any matter or series of related matters for which you engage us (whether in contract, equity, tort, statute or otherwise) will not exceed the greater of:
11.2.1 The amount available to be paid out under any relevant insurance held by us up to a maximum of NZ$4,000,000; and
11.2.2 The amount equal to five times our paid fees relating to the matter or series of related matters to which the claim relates (excluding our office service charges, disbursements and GST).
11.3 Time Limit for Claims: For the purposes of any claim against us, as defined by the Limitation Act 2010, whether in contract, tort, equity or otherwise, arising out of our engagement, the Act shall be modified so that any claim must be filed within 12 months after the date of the act or omission on which the claim is based. Further, the "late knowledge" provisions in sections 11(2), 11(3), 14 and 32(2) shall not apply. The 12-month time period applies whether or not loss or damage has become apparent, or has been suffered, within that time period.
12. Information about you / Anti-Money Laundering & Countering of Terrorism Act 2009 (AML Act)
We are required by law, including the AML Act, to obtain certain information from you before we can perform services for you. We must:
- complete “customer due diligence” on you before we can perform services for you;
- monitor our files and related transactions and keep certain records;
- report suspicious transactions when required by law;
- comply with bank and other entity requirements when transferring or dealing with money.
The information we need is different for individuals, trusts, companies and other types of entities. Sometimes we must ask you about the source of funds and your source of wealth.
We ask that you please provide requested information promptly, because any delay in receiving requested information may prevent us from providing services to you.
When you give us information, we may retain that information, and where required, provide that information to banks or other relevant entities to satisfy their terms, and we may disclose information to any relevant authority as required by law.
If we suspect the business relationship with you or the proposed transaction may breach relevant laws, we or the bank or other entity (as the case may be) may:
- refuse to enter into a business relationship with you, or suspend or terminate our business relationship;
- refuse to process a transaction (including refuse to handle money for you), or delay or block the relevant transaction; and
- report a transaction to relevant authorities, without notice to you.
13. Overseas Funds
We do not offer the service of transmitting funds offshore as part of our ordinary course of business. We will ask that you provide us with a New Zealand bank account for receipt of all payments.
Transferring funds offshore is subject to various laws, including the AML Act, which increases complexity and cost. Requests to transmit funds offshore will be considered by us on a case by case basis and may incur additional fees and costs.