Luminate Legal Ltd.
Terms of Engagement
Thank you for engaging us to provide you with legal services. These terms of engagement (Terms) are the standard terms on which Luminate Legal Limited (we) provides legal services to our clients. These Terms include information which we are required to provide under the Lawyers and Conveyancers Act (Lawyers: Conduct and Client Care) Rules 2008 (Rules of Conduct and Client Care). Subject to any different or additional terms agreed in writing, these Terms will apply whenever you request us to provide legal services.
Agreement and acceptance
We will provide legal services to you, the individual or entity set out in our proposal (or as agreed otherwise), in accordance with these Terms and the proposal (and any documents or webpages linked within the proposal) that we have provided to you for the relevant legal services (Proposal). Together, these Terms and the Proposal constitute a Costs Agreement.
You will be deemed to have accepted these Terms by:
· paying any part of our fees for the relevant legal services;
· accepting our Proposal online or via email; and/or
· instructing us (or continuing to instruct us) to proceed with providing the relevant legal services after receiving these Terms.
Scope of our role
We are qualified to advise only on New Zealand law matters and are not experts in the laws of any other jurisdiction. To the extent that our instructions relate to any jurisdiction outside of New Zealand, we advise that you take local law advice in that jurisdiction.
We will act in accordance with your instructions and any applicable professional or legal obligations. We will use all due care and skill in doing so.
We may rely on or provide you with information obtained from third parties (e.g., experts, witnesses or, government agencies or registers). This information may not always be accurate and complete. We do not accept responsibility and will not be liable for any damage or loss caused by errors or omissions in such information.
Our advice is given for your benefit and in your interests. Our duty of care is to you and not to any other person. We are not responsible for any other use of our legal services. You must not give our work to anyone else unless we first agree in writing.
When an agreed-upon scope of work is complete, our representation will end. We are not responsible for informing you of changes in the law, regulations or interpretations after we have finished providing the agreed-upon legal services.
People responsible for your work
Natalie Fennell will be responsible for all matters. Others may be involved to assist as appropriate, and we will advise you of this.
Our Fees
The basis on which we will charge our fees is set out in our Proposal:
If the Proposal states a fixed fee, we will charge this for the specified scope of work. If you request or require additional legal services beyond the scope of work, we will either provide you with a further Proposal for fixed-fee work or charge you fees on an hourly basis for the legal services we provide at the rate of $350 per hour (unless otherwise notified to you in writing).
If the Proposal states a subscription basis for a membership (whether monthly, quarterly or annually), we will charge this for the scope of services included in the membership tier you select. If you request or require additional legal services beyond the scope of work, we will either provide you with a further Proposal for fixed-fee work or charge you fees on an hourly basis for the legal services we provide at the rate of $350 per hour (unless otherwise notified to you in writing).
If the Proposal states we will charge you on an hourly basis, the applicable hourly rates will be stated in the Proposal. Hourly fees may be adjusted (upwards or downwards) to ensure the fee is fair and reasonable, taking into account matters such as the complexity, urgency, value, and importance of the Services.
You agree to pay our fees at the time and use the payment method set out in our Proposal (or as otherwise agreed by us). We may ask you for your credit card or nominated account details. If you fail to make any payment that you have agreed to in these Terms and the amount remains unpaid for more than seven days, we may:
not do any further work, and retain custody of your files until payment is received, and/or
charge interest at the rate of 10% per annum, and/or
take legal action to recover the amount.
GST is payable on our fees and expenses as required by law. For overseas clients, our fees will generally be zero-rated for GST purposes.
Expenses and Disbursements
Generally, we do not charge for office services such as photocopying, telephone calls, deliveries, routine online searches and inquiries. However, where these charges are likely to be material in any particular matter, we reserve the right to charge them as disbursements.
We do charge for disbursements incurred on your behalf. Disbursements include out-of-pocket expenses such as travel and accommodation costs, registration and filing costs, court charges, and fees of agents, experts and other professionals. These are charged at the amount charged to us.
Billing Arrangements and Invoices
For legal services provided on a fixed fee basis, we issue tax invoices at the timing set out in your Proposal. Tax invoices are due and payable as set out on the tax invoice. Where your Proposal states that we will issue a tax invoice for our fixed fee in advance of the services being performed, you acknowledge:
payment is required before we commence the fixed-fee services
the fixed fee is based on the scope of work in the Proposal
subject to our professional obligations and the law, the fixed fee is not refundable
payment will be made directly into our operating account. We do not operate a trust account.
Invoicing of Membership Services is covered below.
For legal services provided on an hourly rate basis, we issue tax invoices on completion of the agreed scope of work relevant to your matter, as set out in your Proposal, or at the end of each fortnight or month for ongoing matters. Tax invoices are due and payable within 14 days.
Where you have agreed in writing to make payment by direct debit, we may directly debit any amount due and payable under these Terms from your nominated account.
Membership Services
If we have agreed to provide you membership services as set out in your Proposal (Membership Services), the following terms apply:
Membership Term: the Membership Services will be provided from the date you accept our Proposal for the duration of the membership term as set out in the Proposal (Membership Term). On expiry of the Membership Term, the Membership Term will automatically renew for the same period as your initial Membership Term, unless you notify us in writing at least one month before the end of the Membership Term that you do not want to renew your membership. These Terms will apply to any renewed membership.
Membership Fee: The fee for your Membership Services is set out in your Proposal (Membership Fee). We may increase fees at any time by email notice to you. We will honour old pricing until the end of your Membership Term.
Refunds: Our Membership Fees are non-refundable.
Payment: The Membership Fee is payable as set out in your Proposal. If your Proposal states that payment is:
Monthly, you will be issued with a tax invoice for the relevant Membership Services monthly in advance, for payment to be made by a recurring credit card charge or a recurring direct debit,
Quarterly, you will be issued with a tax invoice for the relevant Membership Services every three months in advance, for payment to be made by a recurring credit card charge or a recurring direct debit
Annually, you will be issued with a tax invoice for the relevant Membership Services annually in advance,
and you acknowledge that your Membership Fee will be paid directly into our operating account, not into a solicitor’s trust account. We do not operate a trust account.
Scope: Your Proposal sets out the inclusions and exclusions to the scope of your Membership Services.
Cancellation: You acknowledge and agree that if you cancel these Terms (and your Membership Services) before the expiry of the Membership Term, the remainder of your Membership Fees for the remainder of your Membership Term remains due and payable. If we cancel your Membership Services (other than due to your default), we will provide you with a refund of any unused portion of the Membership Fee prepaid by you to us. This will be your sole and exclusive remedy for our cancellation.
Fair Usage: Your use of our membership must be fair and reasonable. This means not using the service in a way that the reasonable person would consider unreasonable. This includes (without limitation) requesting multiple phone calls on a single topic to avoid purchasing other legal services and requesting our lawyers to provide legal advice or answers to complex questions without an opportunity to consider issues fully. If we consider your use of your membership or our services unprofessional, or not fair or reasonable, we may cancel your membership or refuse to provide you with further legal services.
·Multiple entities: The membership is only valid for one business, being a single legal entity.
Client care and service information
Whatever legal services we provide you, we 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; and
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 and Client Care. Those obligations are subject to other overriding duties, including duties to the courts and to the justice system. If you have any questions, please visit www.lawsociety.co.nz or call 0800 261 801.
These Terms will be deemed to be modified to the extent necessary to comply with the Rules of Conduct and Client Care in force from time to time.
Timing and delays
If your Proposal specifies a time for delivery of our services, while we will endeavour to meet the delivery time, it is an estimate only and is subject to change depending on your availability for calls, our workload, and any complexities that arise.
Unless stated otherwise, all Proposals (other than for Membership Services) assume that the scope of work will be completed within three months after acceptance. We require you to be reasonably responsive and to provide any necessary information to enable us to complete the scope of work within that timeframe.
Confidentiality and Privacy
We regard client confidentiality as of paramount importance. We will not disclose your confidential information unless required or authorised by you, where permitted or required by law or the Rules of Conduct and Client Care.
We are committed to protecting your personal information in accordance with our obligations under the Privacy Act 2020 and our Privacy Policy.
Conflicts
Given the size of the New Zealand market, we are sometimes asked to act for clients with conflicting commercial and/or legal interests. We have systems and policies to identify and respond to conflicts of interest. We may accept instructions from other clients or potential clients operating in the same or competing markets and whose commercial interests conflict with your own, provided those instructions do not involve confidential information we have obtained from you. If a legal conflict of interest arises, we will consult with you about the best way to resolve the matter and always act according to the Rules of Conduct and Client Care.
Retention of Documents
Unless agreed otherwise, we will retain your electronic files and documents for seven years after the completion or cancellation of your legal services. We may then destroy them. We do not hold any physical files.
Cancellation
You may cancel these Terms at any time by giving us written notice. However, you will pay our fees and costs for legal services provided to you up to the date of cancellation.
We may cease to act for you or refuse to provide you with further legal services if you breach these Terms or the law, or we otherwise consider it is no longer appropriate to act for you (Default), and such Default is either incapable of remedy or has not been remedied within seven days of us notifying you of the Default.
Professional Indemnity Insurance and Limitation of Liability
We hold professional indemnity insurance cover that meets or exceeds the New Zealand Law Society’s minimum standards.
To the extent permitted by law, our liability to you (whether in contract, tort (including negligence), equity or otherwise) in connection with our services is limited to the amount payable to us under our professional indemnity insurance.
We are business lawyers in New Zealand. The scope of our legal services is set out on our website: www.luminatelegal.co.nz. We do not provide advice on the law of other countries or in any legal areas outside of the areas of expertise set out on our website. To the extent we offer guidance on legislation, contractual documentation or other matters subject to or governed by a legal jurisdiction outside of New Zealand, such guidance is of a high-level and commercial nature only. It should not be treated as legal advice.
Where you have engaged us to conduct a review of a contract, you acknowledge and agree that:
our review is not intended to set out or address all legal and commercial risks associated with your contract but is limited to identifying the key legal risks; and
our review is not intended to be a substitute for you reading the contract.
You agree you are ‘in trade’ and that to the maximum extent permitted by law, the Consumer Guarantees Act 1993 and sections 9, 12A, and 13 of the Fair Trading Act 1986 do not apply to the supply of legal services to you under these Terms.
Electronic communications
We may sometimes communicate with you and others electronically, such as email or via our client portal, including sending our tax invoices. These communications can be subject to interference or interception or contain viruses or other defects (corruption). We do not accept responsibility and will not be liable for any damage or loss caused by the corruption of electronic communication.
Cloud storage
We use cloud storage to securely store emails, documents, communications and other materials we send or receive from you. The cloud storage servers are located outside of New Zealand.
Complaints
Your feedback is important to us, and we seek to resolve any concerns quickly and efficiently. If you have a complaint about our services, you may contact Natalie Fennell at natalie@luminatelegal.co.nz. You may also contact the complaints service run by the New Zealand Law Society (complaints@lawsociety.org.nz or 0800 261 801).
Law, jurisdiction and assignment
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 may not transfer or assign your rights or obligations under these Terms.
Inconsistency
If there is any inconsistency between these Terms and a Proposal, the Proposal will take priority.
Entire Agreement
The Costs Agreement is the entire agreement between you and us and supersedes any prior arrangements or agreements.