Central Law Limited – Terms of Engagement

Introduction

These Terms of Engagement apply to all work carried out by Central Law Limited (“we”, “us”) for you, unless otherwise agreed in writing. By continuing to instruct us after receiving these Terms, you accept the terms described below.

1. Fees

We charge fees that are fair and reasonable, having regard to both your interests and ours. In determining our fees, the following factors may be relevant:

• Time spent (hourly rates of qualified employees are available on request)
• The skill, specialised knowledge, and responsibility required
• The importance of the matter, results achieved, and value of any transaction
• Urgency and time constraints, including those imposed by you
• The degree of risk assumed, including the value and amount involved
• The complexity or novelty of the matter
• The experience, reputation, and ability of those carrying out the work
• Any potential conflict of interest or preclusion from acting for other clients
• Whether the fee is fixed, estimated, or conditional
• Any quotes, estimates, or fee agreements between you and us
• The reasonable costs of operating our firm
• Customary fees charged by other practitioners for similar work in the relevant market

Unless otherwise stated, all fees and expenses are exclusive of GST.

We will provide fee estimates on request and will advise you if an estimate is likely to be exceeded. Alternative charging arrangements may apply depending on the nature of the work.

Non-Proceeding Matters

If a transaction does not proceed to completion for any reason, we will charge for work carried out up to that point. This may include opening the file, reviewing and advising on documentation, negotiating terms, correspondence, and related advice. Any fee charged will be fair and reasonable and will reflect the stage at which the matter concluded.

Our advice may include recommending that you do not proceed where this is in your best interests.

Trust Account and Interest

We maintain a trust account for client funds. Where appropriate, significant funds are placed on interest-bearing deposit. An administration fee of 7.5% of interest earned is charged. You may be required to complete ASB Bank documentation before funds can be placed on interest-bearing deposit.

2. Office Expenses and Disbursements

In addition to our professional fees, we may charge:

• A contribution towards general office expenses of up to 3% of our professional fees. This covers items such as phone, email, post, photocopying, printing, forms, and incidentals.
• AML/CFT compliance costs for customer due diligence, including any third-party verification charges.

We also charge for actual out-of-pocket disbursements incurred on your behalf, such as search fees, court filing fees, registration fees, LIM fees, valuations, travel, or courier charges. Prepayment of disbursements may be required. Any funds paid in advance are held in trust until applied.

Fees, hourly rates, office expenses, and disbursements may change from time to time.

3. Payment of Accounts

• Our invoices are payable within 14 days of the date of issue unless otherwise agreed.
• Fees and expenses are payable regardless of the outcome of your matter.
• Interim invoices may be issued, with a final invoice issued when the matter concludes.
• Where we hold funds on your behalf that are not required for a specific purpose, we may deduct our fees and expenses as invoiced.
• We may request payment of advance costs to be held in trust and applied only once invoiced.
• Interest accrues on overdue accounts at the rate of 1.5% per month from the due date. You are responsible for any costs incurred in recovering unpaid accounts.
• A credit card surcharge of 1.85% applies to credit card payments.
• Where an account remains unpaid, we reserve the right to take reasonable steps to recover the debt, including reporting the default to a credit reporting agency where legally permitted.

4. Compliance

We comply with all applicable laws, including those relating to Anti-Money Laundering and Countering Financing of Terrorism (AML/CFT), taxation, and client reporting.

• We may be required to undertake customer due diligence on you and related persons and may not commence or continue work until this is satisfactorily completed.
• We cannot act or complete transactions through our trust account until due diligence requirements are met.
• We are not responsible for any loss arising from delays caused by incomplete or unsatisfactory due diligence.
• Information may be required to be provided to third parties, sometimes without notice to you.
• You must ensure that all relevant persons are aware of and consent to this information exchange.
• You consent to our use of third-party service providers for identity verification and ongoing monitoring.

5. Files and Documents

Unless otherwise agreed in writing, we may destroy or delete all files and records seven years after our engagement ends, except for documents held in safe custody or required by law to be retained for a longer period.

6. Limitation of Liability and Responsibility

• We do not provide investment or financial advice in relation to property transactions.
• We may communicate with you electronically unless instructed otherwise. While we use reasonable security measures, electronic communications are not guaranteed to be secure, and we are not liable for any loss arising from their use.
• We are not responsible for loss caused by non-receipt of any communication.
• Our advice is provided solely for your use and may not be relied on by any other person.

To the extent permitted by law, our total liability is limited to the lesser of:

• The amount available under our professional indemnity insurance (currently up to NZ$5,000,000), or
• NZ$250,000 (including interest and costs).

This limitation applies to all claims of any kind, except where liability cannot legally be limited, including in cases of fraud or dishonesty. It applies where you are not a consumer, or where you are a consumer receiving our services for business purposes under the Consumer Guarantees Act 1993.

7. Lawyers Fidelity Fund

The New Zealand Law Society operates the Lawyers Fidelity Fund to protect clients against loss caused by theft by lawyers, with compensation capped at $100,000 per claim. Certain losses, including investment-related losses, are excluded. Further information is available from the New Zealand Law Society.

8. Professional Indemnity Insurance

We hold current professional indemnity insurance that meets the minimum standards required by the New Zealand Law Society.

9. Termination of Engagement

You may terminate our engagement at any time on reasonable notice. All fees and expenses incurred up to termination are payable, whether or not the matter proceeds to completion, before your records are uplifted. We may retain copies of your documents.

We may terminate our engagement for good cause (including non-payment or lack of instructions) by giving reasonable notice and taking reasonable steps to assist with the orderly transfer of your matter.

10. Suspension of Services

We may suspend work if interim invoices remain unpaid or if requested information or instructions are not provided within a reasonable timeframe.

11. Conflicts of Interest

If a conflict of interest arises after we have accepted instructions, we may be required to cease acting and recommend that affected parties obtain independent legal advice.

12. Privacy and Confidentiality

All information concerning you is private and confidential and will only be disclosed as required by law, to provide our services, at your request, or with your consent. Disclosure may also occur as described in clause 4. We comply with our privacy policy, which is available on request.

13. Complaints

We are committed to providing competent and timely legal services. If you have any concerns or complaints, please raise them with the responsible director in the first instance.

You may contact the New Zealand Law Society’s Lawyers Complaints Service at any time on 0800 261 801 for information or to make a complaint.

14. General

These Terms apply to all current and future engagements unless replaced by updated terms provided to you. Our relationship is governed by New Zealand law.

Client Care and Service Information

The New Zealand Law Society requires lawyers to meet certain client care and service standards, including to:

• Act competently, promptly, and in accordance with instructions
• Protect and promote your interests without compromised loyalties
• Discuss your objectives and how they may best be achieved
• Keep you informed about the work and its progress
• Charge fair and reasonable fees and explain how they are calculated
• Treat you fairly, respectfully, and without discrimination
• Explain the complaints process and address concerns promptly

Lawyers’ obligations are set out in the Lawyers and Conveyancers Act (Lawyers: Conduct and Client Care) Rules 2008 and are subject to overriding duties to the courts and the justice system.