Terms of Engagement

1. Application

1.1 These terms and any letter/email of engagement apply to our current and future services to you except to the extent we agree with you otherwise in writing. There is no need for you to sign these terms to accept them. You will be deemed to have accepted these terms by instructing or continuing to instruct us to work for you.

1.2 If these terms are inconsistent with any other agreement which we have made with you (whether generally or in respect of a specific instruction), the other agreement prevails over these terms.

1.3 These terms include information that we are required to provide under the Rules of Conduct and Client Care for Lawyers issued by the New Zealand Law Society.

1.4 Where a company director is bound by these terms and conditions, they acknowledge and agree that in so doing they sign in dual capacities: (1) as a director of the company that is engaging us; and (2) personally in their own capacity with the intent that these terms and conditions can be enforced personally against the company director.

1.5 We can amend these terms, our procedures and our Client Care and Service Information by writing to you or by amending the terms or material on our website, in which case you will be bound by the amended terms or material from the date of the amendment.

1.6 These terms of engagement shall commence from the time we receive instructions from you and at the earlier of the matter coming to an end, termination by you, or termination by us. Once terminated, our obligations to you cease to the greatest extent permitted by law. We will not owe you duties in relation to any matter unless you expressly instruct us to act in writing and we agree to act.

1.7 In these terms:

(a) “we” or “us” means Campbell and Associates Limited and includes all lawful successors and assigns (and extends to the benefit of all directors, officers, employees, agents and other representatives of us of any kind);

(b) “you” means the party or parties procuring services from us whether or not noted in an email or letter of engagement (and extends to company directors and trustees).

2. Extent of engagement

2.1 For each engagement we may send to you a letter or email of instructions, confirming the scope of our engagement and the partner with overall responsibility. If you do not receive such a letter or email, the following default provisions shall apply:

(a) our role is limited to advice and representation in litigation;

(b) we cannot assist in the implementation of transactions because we do not have a trust account but we will recommend a law firm to assist with implementation;

(c) we do not provide investment advice, insurance advice, tax advice, advice about foreign laws of any kind and you should seek such advice from alternate sources;

(d) unless we expressly agree to do so in writing, we will not:

(i) remind you about dates or deadlines, including where they are contained in primary documents such as leases, PPSR instruments etc; or

(ii) update advice after it has been given, even where laws or facts have changed.

(e) the director with overall responsibility for your work is Shane Campbell, who may use other members of staff to assist him.

2.2 When we provide services to you, you understand and agree that those services are provided solely to you and are not intended to benefit any third party, or to be relied on by any third party, including your family and friends. Where any such third party seeks to hold us liable for any advice we have given to you, you agree to indemnify and hold us harmless for any such claim, including for costs incurred on a solicitor0own-client basis.

3. Authority

3.1 We have the usual authority of a lawyer to act on your behalf in relation to each instruction which we accept, including, where reasonable, to incur expenses and to engage barristers, experts or law firms in other areas or jurisdictions to assist.

3.2 Unless you inform us to the contrary in writing:

(a) If you are a couple we may accept instructions from either of you, whether or not the other member of the couple is privy to the instruction;

(b) If you are a trust, we can accept instructions from any of the trustees, officers or delegates and you warrant that you have put in place procedures that will enable you to fulfil your duties as trustees, including your duty of unanimity;

(d) If you are a company we can accept instructions from any of your directors, officers, employees or delegates and you warrant that the fact a person within your organisation is aware of a matter is sufficient for us to conclude that that person has authority to instruct us;

(e) If you are a body corporate (incorporated or unincorporated) we can accept instructions from any person holding themselves out as being authorised to instruct us.

3.3 Where we accept instructions from a personal with actual or apparent authority, we shall have no liability to you or any other person in relation to acting on those instructions.

4. Our duties

4.1 When we do work for you, we will:

(a) Protect your privacy and confidentiality. We will treat and hold all confidential information you provide to us in strict confidence and we will not disclose to any other person any confidential information save to extent required or allowed by law, including primary legislation, secondary legislation, and orders of a competent court or tribunal. You have no entitlement to any confidential information that we have or obtain in relation to other clients or prospective clients.

(b) Avoid conflicts of interest. When we work for you we will comply with our duties as fiduciaries and our obligations under the Client Care Rules. This means we will always protect and promote your interests. Prior to undertaking work for you, we will do our best to ensure we do not have a conflict of interest. If we discover there is a conflict of interest, we will inform you and tell you how we propose to address the conflict of interest. That may involve us seeking to act for you, another party, or both.

(d) Protect and promote your interests. Our duties are owed to you and you alone. No third party is authorised to rely on our advice without our written consent. This includes family members, related companies, related trusts and others.

(e) Give you clear advice and represent you.

(f) Keep you informed about progress in a timely manner. You agree that we may communicate with you by email about the work we do for you. We may also communicate with you by phone, text message, messaging app, or other means. You agree that you have received communication from us as soon as it has left our IT systems provided it has been sent to an address or location provided by you. We have virus protection software and security protocols in place, however, we cannot guarantee that electronic communications will always be free from viruses or other defects, are secure, or will be received. You agree that we shall have no responsibility for responsibility for, and will not be liable for any damage or loss caused in connection with, the interception or corruption of an electronic communication or document of any kind.

(g) Treat you with fairness and respect.

(h) Charge you a fee that is fair and reasonable. We will charge you a fee that is fair and reasonable. Unless we agree with you otherwise, our fees will be calculated based on the time we spend on an instruction charged at our hourly rates, and adjusted where appropriate for other factors permitted by the Rules of Conduct and Client Care for Lawyers (such as the complexity, urgency, importance, specialised knowledge, responsibility and risk involved, and the results achieved). We will provide you with our hourly rates on request. Hourly rates are not the sole basis on which we charge, and we are not obligated to record time for any given matter.

(i) Store records consistent with our legal responsibilities. We will keep a record of all material documents we receive or create working for you on each instruction to the following: (a) we may, at any time, keep a document electronically and destroy paper originals (this includes any original documents you give to us unless you tell us you do not want them to be destroyed, in which case, we may return the originals to you once we have made an electronic copy). We will not destroy any original documents we have agreed to hold in safe custody for you (e.g. your Will); (b) we may, at any time, dispose of documents that are duplicates, do not contain substantive information, or belong to us; and (c) if you ask us to provide documents to you or another person, we are not obliged to retain copies of those documents, but we may do so for our own records. You authorise us (without further reference to you) to destroy, or delete in the case of electronic documents, all files and documents relating to an instruction seven years after that instruction has been completed. We may retain files and documents for longer at our option. We will provide you with copies of documents you are entitled to under the Privacy Act or any other law if you ask us to. We may charge you our reasonable costs to do so.

(j) Own all intellectual property. We retain ownership of all opinions, documents and other intellectual property that we create. We grant you a non-exclusive license to use that intellectual property. You must not provide our intellectual property to any third party, and must not make our intellectual property available for public viewing or use, without our express written consent.

(k) Use of technology and third parties: We may use technology or third parties to assist us in providing our services to you, including artificial intelligence, large language models, and other service providers. Where we do so you understand and agree that we do not control these services and will have no liability to you in relation to their use.

5. AML / KYC

5.1 We do not generally provide services falling withing the Captured Activities of the Anit-Money Laundering and Countering Financing of Terrorism Act 2009. However, we must comply with our obligations under all laws binding on us, including anti-money laundering laws and counter financing of terrorism laws and laws relating to tax reporting and withholding (applicable laws).

5.2 We do not practice with a trust account and as such, we do not:

(a) receive or hold money or other valuable property in trust for any other person;

(b) invest money for any other person;

(d) receive fees or disbursements in advance of an invoice being issued.

5.3 Where we are required to hold fees on your behalf (including for security for our fees), we will recommend a law firm that has a trust account to discharge those services for you.

5.4 You agree to provide us with the identity information requested and consent to us passing that information to the relevant document issuer, record holder, credit bureau and authorised, third parties for the purpose of verifying your identity and address. Where we perform identity verification, we will on-charge to you the costs of doing so. We may be required to report certain information or transactions and are unable to tell you when we have done so.

5.5 We may elect to carry out reasonable credit checks on you and collect, retain, use and disclose customer due diligence information. You may ask us to give you a copy of any personal information and you may correct it.

5.6 You authorise us to collect information about you (including customer due diligence information and credit reports) to obtain, exchange, hold and use such information, and to make any other enquiries we think appropriate, to:

(a) confirm information provided to us about you is true;

(b) undertake initial and on-going customer due diligence and monitoring in accordance with applicable law;

(d) comply with other legal obligations we may have, including reporting any unusual or suspicious activity.

5.7 You authorise any person, including credit reporting agencies, other credit providers and third-party databases to disclose information, including credit information, to us in response to such enquiries and accept that we may use customer due diligence services (including electronic based services from a third party) to verify your identity and conduct other customer due diligence or monitoring required under applicable law.

5.8 If the information or documents required to complete customer due diligence are not provided, or it is suspected that the business relationship or transaction is unusual, may breach any applicable law, or may otherwise relate to conduct that is illegal or unlawful in any country then we may, without notice:

(a) refuse to enter into a business relationship, suspend our business relationship with you or terminate it;

(b) delay, block, or refuse to process a transaction (including by refusing to handle and deposit money on trust for you); and

6. Fees and expenses

6.1 Our fees are charged on the basis of the Rules which require that fees be fair and reasonable for the services provided.

6.2 Unless we agree with you otherwise, our fees will be calculated based on the time we spend on an instruction charged at our hourly rates, and adjusted where appropriate for other factors permitted by the Rules of Conduct and Client Care for Lawyers (such as the complexity, urgency, importance, specialised knowledge, responsibility and risk involved, and the results achieved). We will provide you with our hourly rates on request.

6.3 On request, we will tell you our charge out rates for the people working on your file(s) and (where we can) give you an estimate of the cost of our services. When we provide an estimate, it is a guide only and not a fixed quote unless otherwise agreed in writing. Any material assumptions included in the estimate will be stated and you must tell us if those assumptions are wrong or change. We will inform you if we are likely to exceed the estimate by any substantial amount. Unless otherwise stated, any fee estimate or fixed fee arrangement will be exclusive of GST, disbursements and service charges. Any work that you ask us to do outside the scope of our estimate or fixed fee arrangement will be charged for separately. This includes supplementary reporting or explanations, and any additional work we do because any of our assumptions are not correct.

6.4 For time-based invoicing our hourly rates are reviewed from time to time throughout the year. This review includes promotion of our lawyers through their experience levels.

6.5 We may incur disbursements or engage external consultants or advisers on your behalf which are properly required to undertake our services to you. You expressly acknowledge that we are authorised to incur these expenses and that you will be liable for them.

6.6 We will charge you disbursements incurred and an allowance for office expenses calculated at 2.5 per cent of our billed fees.

6.7 GST is payable by you on our fees, disbursements and office expenses. All fees and expenses are plus GST unless expressly agreed otherwise.

6.8 On request, you must immediately pay us all money properly paid or payable by us on your behalf.

6.9 We may ask you to pre-pay amounts to us or (at our option) to provide security for our fees, disbursements and office expenses. If we do so, we may utilise the services of another law firm with a trust account for this purpose.

6.10 We may issue interim invoices from time to time for our services (at our option). Our general practice is to issue interim bills each month.

6.11 Our invoices are payable in full within 14 days of the date of issue of the invoice.

6.12 If a payment is not made within 14 days, then without prejudice to our other rights we may:

(a) charge interest on the outstanding amount at 12 per cent per annum (calculated daily) until payment is made;

(b) any interest shall compound on the principal and form part of the principal every 60 days;

(c) charge you for all of our actual collection costs, including but not limited to costs on a solicitor/own client basis; and

(d) cease our work for you immediately.

6.13 All sums payable to us are payable in New Zealand currency without deduction, counterclaim, set-off or withholding of any kind, whether legal equitable or statutory, save to the extent such is expressly permitted by New Zealand legislation.

8. Customer Due Diligence

8.1 We must comply with our obligations under all laws binding on us, including anti-money laundering laws and counter financing of terrorism laws and laws relating to tax reporting and withholding (applicable laws).

8.2 To do so, we may be required, or may elect, to perform customer due diligence on you, persons acting on your behalf, and other relevant persons such as your beneficial owners or persons who have effective control of you or (for a trust) beneficiaries. This may include information for compliance with applicable law and information for financial institutions.

8.3 We may elect to carry out reasonable credit checks on you and collect, retain, use and disclose customer due diligence information. You may ask us to give you a copy of any personal information and you may correct it.

8.4 You authorise us to collect information about you (including customer due diligence information and credit reports) to obtain, exchange, hold and use such information, and to make any other enquiries we think appropriate, to:

(a) confirm information provided to us about you is true;

(b) undertake initial and on-going customer due diligence and monitoring in accordance with applicable law;

(d) comply with other legal obligations we may have, including reporting any unusual or suspicious activity.

8.5 You authorise any person, including credit reporting agencies, other credit providers and third-party databases to disclose information, including credit information, to us in response to such enquiries and accept that we may use customer due diligence services (including electronic based services from a third party) to verify your identity and conduct other customer due diligence or monitoring required under applicable law.

8.6 If the information or documents required to complete customer due diligence are not provided, or it is suspected that the business relationship or transaction is unusual, may breach any applicable law, or may otherwise relate to conduct that is illegal or unlawful in any country then we may, without notice:

(a) refuse to enter into a business relationship, suspend our business relationship with you or terminate it;

(b) delay, block, or refuse to process a transaction (including by refusing to handle and deposit money on trust for you); and

9. Limitation of Liability

9.1 To the maximum extent permitted by law, our total liability to you in connection with any matter (or a number of matters) on which you engage us will never exceed:

(a) an amount equal to any sum that is available to be paid out under our relevant insurance policies in respect of our liability to you (noting that the insurance sum exceeds the minimum required to be held by the New Zealand Law Society); and

(b) in any other case, the lower of an amount equal to five times our GST exclusive fees (actually paid by you) in the previous twelve months in respect of the matter (or NZ$100,000).

9.2 The limitations in this clause 9 apply to liability of all kinds, whether in contract, tort (including negligence), equity or of any other kind whatsoever such that it will be able to be raised as a defence in any claim, of any kind, that you bring against us.

9.3 If we provide services to any persons or entities related to or associated with you or to anyone else at your request (whether or not we also advise you) on a matter (or series of related matters) on which you engage us, then our aggregate liability to you and all those persons and entities in respect of that matter (or series of related matters) will be subject to this limitation (and you will ensure that those persons and entities agree to this).

9.4 This clause 9 is intended to extent and apply to all directors, officers, employees, agents and other representatives (including any counsel engaged by us) of any kind of Campbell and Associates Limited, with the intention that the maximum claim you will ever have against us (including the expanded definition) is governed by this clause.

9.5 You agree that if you commence a proceeding against us this limitation of liability clause can be interpreted at face value without the need for any contextual or extrinsic material, with the intent that we will be able to seek summary judgment or strike-out against you on the basis that we will agree to pay whatever sum in clause 9.1 is applicable.

10. Termination

10.1 Where you give us any instruction and we rely on that instruction, you may not revoke that instruction. Otherwise, you may, by giving us notice, terminate our engagement at any time on any file. We may also, by giving you reasonable notice, terminate our engagement at any time.

10.2 If our engagement is terminated you must pay to us all fees, disbursements and office expenses incurred to the date of termination.

11. General Provisions

11.1 In these terms, a reference to us, however described, includes our successor partners and any successor company.

11.2 You may not transfer or assign your rights or obligations under these terms or in relation to any engagement of us on any matter.

11.3 These terms and any other agreement we have with you are governed by New Zealand law and are subject to the exclusive jurisdiction of the New Zealand courts. You submit to the jurisdiction of the New Zealand courts for all questions of interpretation, administration and for all disputes.

Terms of Engagement

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