Terms & Conditions of Engagement
Version date: 18 August 2026
These Terms and Conditions of Engagement ("Terms") apply in respect of all work carried out by SD&S Legal Group Limited, trading as SD&S Legal ('SD&S","we", "us" and "our") for the client ("you", "your" and "yours") , except to the extent that we otherwise agree with you in writing.
1. SERVICES
1.1 Scope of Services: The services we will provide for you ("Services") are described in our Letter of Engagement, together with any further instructions that you provide to us in writing, or that we record in writing and you confirm or accept or which may arise from or in relation to the work we are doing for you.
1.2 Provision of Services: To provide the Services efficiently and cost-effectively, we may allocate some or all of the work to other lawyers, legal executives or personnel within SDS. The person identified in our Letter of Engagement as having overall responsibility for the Services will remain responsible for supervising the work.
1.3 Your Instructions and Information: You must provide us with clear and timely instructions and with all information and documents required or helpful for us to provide the Services. If you do not provide clear or timely instructions, information or documents, we may suspend work after giving you notice where practicable. We will not be responsible for any delay or loss to the extent it is caused by that failure, provided that we have complied with our legal and professional obligations.
1.4 Consumer Guarantees Act and Fair Trading Act: If you engage the Services in trade and we supply them to you in trade, you agree that the Consumer Guarantees Act 1993 will not apply, provided that it is fair and reasonable that the parties are bound by this exclusion. Nothing in these terms excludes any right that cannot be lawfully excluded.
2. COMMUNICATION
2.1 Contact Details: We will obtain from you contact details, including email address, postal address and telephone numbers. We may provide documents and other communications to you by email (or other electronic means). You will advise us if any of your contact details change. We are not responsible for communication delays caused by you failing to update your contact details.
2.2 Progress Reporting: We may report to you periodically on the progress of any engagement and will inform you of any material and unexpected delays, significant changes or complications in the work being undertaken. You may request a progress report at any time.
2.3 Newsletters and Information: You agree that we may provide you from time to time with other information that may be relevant to you, such as newsletters and information bulletins. At any time you may opt out of marketing material. However, opting out does not affect communications for the Services or our legal and regulatory obligations.
2.4 Electronic Communications
2.4.1 While we take reasonable precautions to protect electronic communications, they may be subject to interception, corruption, delay, loss, unauthorised access or viruses.
2.4.2 By agreeing to these Terms, you accept the risks associated with electronic communications and agree that we are not responsible for losses arising solely from those inherent risks, except where caused by our negligence or wilful misconduct.
3. FINANCIAL
3.1 Fees
3.1.1 When we open a file, we usually do not know how significant the work involved will be. It is therefore usually impossible to give a fixed quote.
3.1.2 The fees we will charge, or the manner in which they will be arrived at, are set out in our Letter of Engagement.
3.1.3 Where we give you an estimate, this will be based on the information then available. If, however, the work does not proceed as expected because of unexpected complications, or the work proves more complicated or time consuming than we originally anticipated, we reserve the right to charge for all additional work done. Unless stated otherwise, estimates exclude GST, disbursements and expenses.
3.1.4 If the Letter of Engagement specifies a fixed fee, we will charge that fee for the agreed scope of our Services. Work which falls outside that scope will be charged on an hourly rate basis. We will advise you as soon as reasonably practicable if it becomes necessary for us to provide Services outside the agreed scope and, if requested, give you an estimate of the likely amount of the further costs.
3.1.5 Where fees are calculated on an hourly basis, the hourly rates are set out in the Letter of Engagement. The differences in those rates reflect differing experience and specialisation of our professional staff. Time spent is recorded in six-minute units, with time rounded up to the next unit of six minutes.
3.1.6 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. The relevant fee factors are set out in Rule 9 of the Lawyers and Conveyancers Act (Lawyers: Conduct and Client Care) Rules 2008 ("Rules").
3.1.7 Where we are required to carry out Customer Due Diligence ("CDD") and associated client account monitoring under the Anti-Money Laundering and Countering Financing of Terrorism Act 2009 ("AML Act"), our charge will reflect the amount of work carried out to complete your CDD. The amount is to cover the costs incurred by us in complying with the AML Act and will be set out in our Letter of Engagement.
3.2 Disbursements and Expenses
3.2.1 In providing Services we may incur disbursements or have to make payments to third parties on your behalf. We may require an advance payment for the disbursements or expenses which we will be incurring on your behalf. You authorise us to incur disbursements which are reasonably necessary to provide the Services, including search fees, court filing fees, registration fees, travel and courier charges. You also authorise us to make payments to third parties on your behalf which are reasonably required to undertake the Services,including experts’ costs or counsel’s fees. These will be included in our invoice to you and shown as disbursements when the expenses are incurred (or in advance when we know we will be incurring them on your behalf).
3.3 Office Service Fees
3.3.1 In addition to our disbursements, we will charge you an office service fee that is set out in our Letter of Engagement.
3.3.2 The office service fee is for out of pocket expenses and covers postage, tolls/mobile calls and photocopying that are not charged individually, and which are not recorded as disbursements. It also covers file administration and long-term storage of your file, including any deeds storage.
3.4 Electronic Searches
3.4.1 Where the work being carried out requires us to carry out searches or registrations on Land Information New Zealand, we may charge an electronic conveyancing (“E-dealing Fee”) as a separate item in addition to the office service fee referred to in paragraph 3.3. This fee contributes to the costs incurred in maintaining the systems used to carry out those services, and the amount of the charge will be set out in our Letter of Engagement.
3.5 Goods and Services Tax ("GST")
3.5.1 GST is payable by you on our fees and charges.
3.6 When Will You Be Billed?
3.6.1 We will send invoices to you, usually monthly, and on completion of the matter or termination of our engagement. We may send invoices more frequently when we incur a significant expense or undertake a significant amount of work over a shorter period of time. If the work extends over a period longer than a month, we may provide interim invoices. Where files are billed monthly, your account will usually be calculated on the basis of the time spent and work performed. When a final bill is rendered, an adjustment may be made to allow for the relevant fee factors referred to above.
3.6.2 If you have difficulty paying any of our accounts, please contact us promptly so that we may discuss payment arrangements.
3.7 Credit Policy
3.7.1 You may be allocated a credit limit, which will be:
a. confidential between you and us;
b. the total amount that we will allow to be owed or due to us by you at any time; and
c. able to be increased, decreased or withdrawn by us at any time.
3.7.2 We may stop doing work (and instruct others to stop doing work) for you if your credit limit is exceeded and payment is not received by us in accordance with our invoice.
3.8 When Do You Have to Pay?
3.8.1 Our accounts are due within seven (7) days of rendering an invoice. If we are holding money for you (for example from the sale of your house), we will deduct the account from that money and give you a full statement.
3.8.2 In certain circumstances, we may agree to fees being paid by instalments and/or by direct debit or other automatic payment authority.
3.8.3 We are not obliged to agree to payment by instalments or other payment arrangements, and the provisions of clause 3.13 may apply to such an arrangement.
3.8.4 Subject to our legal and professional obligations, we reserve the right to:
a. stop work on any matters in respect of which we are providing Services to you; and
b. require an additional payment of fees in advance or other security before recommencing work.
3.8.5 You agree that, if any amount that you owe us is overdue for more than seven (7) days, you will pay us interest on the amount owing until it is paid in full. Interest will be calculated on a daily basis at 15% per annum and is payable monthly, or when the amount owing is paid in full if that occurs within a monthly period.
3.8.6 You agree to pay any costs we incur in seeking to recover amounts from you, including costs on a solicitor/client basis, our own fees and the fees of any collection agency.
3.9 Trust Accounting
3.9.1 We operate a trust account. All money received from you or on your behalf will be held to your credit in our trust account.
3.9.2 Authorisation from you (and, if we are acting for more than one of you, from all of you) will be required when payment is to be made to a third party.
3.9.3 Before making a payment to another account, we may require verification of the account details by provision of, for example, a copy of a deposit slip, cheque or bank statement showing the account number, a signed authority from you including the bank account details, or a signed letter from the relevant financial institution providing bank account details.
3.9.4 A full record of our trust account is kept at all times. A statement of trust account transactions detailing funds received and payments made on your behalf will be provided to you periodically and at any time upon your request.
3.10 Security
3.10.1 We may ask you to prepay amounts to us, or to provide security for our fees and expenses. You authorise us:
a. to debit against amounts pre-paid by you; and
b. 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.
3.11 Third Parties
3.11.1 Although you may expect to be reimbursed by a third party for our fees and expenses, and although our invoices may at your request or with your approval be directed to a third party, you remain responsible for payment if the third party fails to pay us.
3.11.2 If we are acting for you in your capacity as a landlord under a lease which requires the tenant to pay your costs and legal expenses, and the tenant has not paid those costs, we reserve the right, one month after we have submitted the bill to the tenant, to require you to pay those costs. You may have rights under your lease to recover those fees from the tenant. We have no such right because our contract is with you as our client.
3.12 Instructing Counsel
3.12.1 If Counsel is to be instructed, we reserve the right to require payment of Counsel’s estimated fees into our trust account beforehand. By instructing Counsel we undertake an obligation to pay Counsel’s fees and accordingly require protection for those fees. We may require you to enter a payment arrangement directly with Counsel. We will consult with you before instructing Counsel or incurring significant Counsel’s fees, except where urgent action is reasonably required.
3.13 Credit Checks
3.13.1 You authorise any person or company to provide us with such information as we may require in response to our credit enquiries.
3.14 Companies and Trusts
3.14.1 If you are instructing us in your capacity as a director or shareholder of a company, as a settlor or trustee of a trust, as an executor or administrator of an estate, or on behalf of another entity, your instructions are accepted on the basis that you remain at all times personally liable (along with the company, trust, estate or other entity) to pay our fees and disbursements.
3.15 Lien
3.15.1 When we have done work but have not been paid by you, we may have the right to retain certain original documents and correspondence on your file until outstanding fees, disbursements and other expenses have been paid. This is known as a lien and may be particularly important if you decide to instruct another firm. That firm may be asked to give us an undertaking to pay all outstanding fees and disbursements before your file is released to it.
4. CONFIDENTIALITY AND PRIVACY
4.1 We will hold in confidence all information concerning you or your affairs that we acquire during the course of acting for you. We will not disclose any of this information to any other person except:
a. to the extent necessary or desirable to enable us to carry out your instructions; or
b. to the extent required or permitted by law.
4.2 Confidential information concerning you will, as far as practicable, be made available only to those within our firm who are providing legal services for you.
4.3 We may record video conferencing meetings or telephone calls, and transcribe and store those recordings. This is to ensure that we maintain accurate records of instructions, advice, discussions, decisions and agreements, to assist with the provision of legal services and management of client matters, to maintain file records and evidential records, for quality assurance, supervision, training and professional development, for risk management, complaint management and dispute resolution and to protect the interests of our clients, our personnel and our firm.
4.4 We will not disclose to you confidential information which we have in relation to any other client.
4.5 We collect, hold, use and disclose personal information in accordance with the Privacy Act 2020 and our Privacy Policy.
4.6 We may disclose your personal information to third-party service providers where reasonably necessary to provide legal services, including document management providers, IT providers, approved and AI providers, experts, barristers, government agencies and courts.
4.7 You have the right to request access to, and correction of, your personal information in accordance with the Privacy Act 2020.
4.8 We use reputable cloud-based information technology services to assist in the provision of legal services. Those providers may store or process information outside New Zealand. We take reasonable steps to ensure those providers maintain appropriate security and confidentiality standards consistent with our professional obligations.
5. TERMINATION
5.1 You may terminate our engagement at any time, and we will then cease acting for you subject to the orderly termination of our involvement.
5.2 We may terminate our engagement in any of the circumstances set out in the Law Society’s Rules of Conduct and Client Care for Lawyers and are obliged to decline to act for you in certain circumstances under the AML Act.
5.3 If our engagement is terminated, you must pay us all fees incurred up to the date of termination of our involvement and all expenses incurred up to that date.
6. RETENTION OF FILES AND RECORDS
6.1 Unless you instruct us in writing otherwise, you authorise and consent to us (without further reference to you) destroying, or deleting in the case of electronic records, all files and records in respect of the Services (“Records”), seven (7) years after our engagement ends (other than Records that we hold in safe custody for you or are otherwise obliged by law to retain for longer). We may retain Records for longer at our option.
6.2 We will hold certain deeds and documents in safe custody for you, on your behalf.
6.3 We will keep a record of all important documents which we receive or create on your behalf on the following basis:
6.3.1 We may keep a record electronically and destroy originals, except where the existence of an original is legally important, such as in the case of wills and certain deeds.
6.3.2 At any time, we may dispose of documents which are duplicates, which are trivial (such as emails which do not contain substantive information), or which belong to us.
6.3.3 We are not obliged to retain documents or copies where you have requested that we provide them to you or to another person and we have done so, although we are entitled to retain copies for our own records if we wish to do so.
6.3.4 We will provide to you on request copies or originals (at our option) of all documents to which you are entitled under the Privacy Act 2020 or any other law. We may charge you our reasonable costs for doing this.
6.3.5 Where we hold documents that belong to a third party, you will need to provide us with that party’s written authority to uplift or obtain a copy of that document.
7. CONFLICTS OF INTEREST
7.1 We have procedures in place to identify and respond to conflicts of interest. If a conflict of interest arises, we will advise you and follow the requirements and procedures under the Lawyers and Conveyancers Act (Lawyers: Conduct and Client Care) Rules 2008 and any other applicable New Zealand law.
8. DUTY OF CARE
8.1 Our duty of care is to you and not to any other person. We neither adopt or accept liability to any other person, including any directors, shareholders, associated companies, employees or family members, unless we expressly agree in writing. We do not accept responsibility or liability to third parties who may be affected by our performance of the Services or who may rely on any advice we give, except as expressly agreed by us in writing.
8.2 Our advice is not to be referred to or in connection with any prospectus, financial statement or public document without our written consent.
8.3 Our advice is opinion only based on the facts known to us and on our professional judgement, and is subject to any changes in the law after the date on which the advice is given. We are not liable for errors in, or omissions arising from information provided by third parties.
8.4 Our advice relates only to the particular matter in respect of which you engage us. Once that matter is at an end, we will not owe you any duty or liability in respect of any related or other matters, albeit similar, unless you specifically engage us in respect of those related or other matters.
8.5 Unless otherwise agreed, we may communicate with you and with others by electronic means. We cannot guarantee that these communications will not be lost or affected for some reason beyond our reasonable control, and we will not be liable for damage or loss caused solely by those matters beyond our reasonable control.
9. TRUST ACCOUNT
9.1 Unless it is not reasonable or practicable to do so, when we hold significant funds for you for more than a short period of time we will place them on call deposit with a registered New Zealand bank, subject to your having completed to the bank’s satisfaction any request for information relating to the deposit or certification required by the bank. Interest earned from call deposits, less withholding tax and an interest administration fee payable to us of 5% of the interest, will be credited to you.
10. GENERAL
10.1 These Terms apply to any current engagement and also to any future engagement.
10.2 We are entitled to change these Terms from time to time, in which case we will upload the amended Terms to our website.
10.3 Our relationship with you is governed by New Zealand law and New Zealand courts have non-exclusive jurisdiction.
11. FINANCIAL ADVICE - WHAT WE CANNOT DO FOR YOU
11.1 We are lawyers and are not licensed or authorised to provide regulated financial advice.
11.2 In providing legal services we may discuss financial matters where they are incidental to the legal advice we are providing. Such discussions are not intended to constitute financial advice.
11.3 Unless we specifically agree otherwise, we do not provide accounting, tax, investment, insurance or valuation advice. If you require financial advice, investment advice, insurance advice or other specialist advice, you should obtain independent advice from an appropriately qualified adviser. We can assist you in identifying the type of adviser that may be appropriate for your circumstances. If we refer you to another adviser, that does not make us responsible for that adviser’s services.
11.4 We do not provide accounting, tax, investment, insurance or valuation advice.
12. ANTI-MONEY LAUNDERING AND COUNTERING FINANCING OF TERRORISM ACT 2009 ("AML ACT")
12.1 We are bound by the requirements of the AML Act and related regulations and are obliged by the AML Act to carry out Customer Due Diligence and associated client account monitoring ("CDD"). You agree to promptly provide all information requested from you and acknowledge that we cannot commence acting for you, or in some circumstances continue acting for you, until CDD has been completed as required by the AML Act.
12.2 You acknowledge that we may be required by law to provide information collected about you to the Police Financial Intelligence Unit and/or the Department of Internal Affairs.
12.3 CDD may include information about beneficial owners, controlling persons, source of funds and source of wealth, and may require supporting information.
13. FOREIGN ACCOUNT TAX COMPLIANCE ACT ("FATCA") AND OECD COMMON REPORTING STANDARD
("CRS")
13.1 In certain circumstances, we are bound by the requirements of the Foreign Account Tax Compliance Act ("FATCA") and the OECD Common Reporting Standard ("CRS") to obtain certain information and certification from you in respect of your legal or financial status, in particular your taxation status in other jurisdictions, before we can place your funds on interest-bearing deposit. If FATCA or CRS applies, you agree to promptly provide all information requested from you and acknowledge that we are unable to place funds on interest-bearing deposit until the necessary information is provided.
14. RESIDENTIAL LAND WITHHOLDING TAX
14.1 If you are selling a residential property and we determine, based on the information reasonably available to us, that you are an offshore person for the purposes of the Income Tax Act 2007, you accept that in certain circumstances we are obliged to calculate and deduct Residential Land Withholding Tax from the sale proceeds and account to Inland Revenue for the monies deducted. You should obtain independent tax advice where appropriate.
15. USE OF ARTIFICIAL INTELLIGENCE
15.1 Artificial intelligence is used only as an assistance tool to support tasks such as legal research, document review, drafting, proofreading, summarisation and administrative functions. All work product generated or assisted by AI is reviewed and approved by an appropriately qualified lawyer or legal executive before it is relied upon or provided to you. AI is never the final decision maker or a substitute for professional legal judgement. Confidential information is only entered into approved and secure AI systems that comply with our professional obligations, and client information will not be used to train any general-purpose or third-party AI model unless you have expressly agreed and we are satisfied that doing so complies with our legal and professional obligations.
16. CYBERSECURITY AND PAYMENT FRAUD
16.1 We take reasonable steps to protect the security of our communications and information systems. However, electronic communications may be subject to interception, alteration, delay, corruption, loss or unauthorised access.
16.2 We will never notify you solely by email of a change to our trust account or banking details. If you receive any communication advising that our banking details have changed, you must verify those details by telephoning our office using contact details obtained independently of that communication before making any payment.
16.3 We will not be responsible for losses arising from fraudulent activities, except to the extent that the loss was caused or contributed to by our negligence.
17. FEEDBACK AND COMPLAINTS
17.1 Client satisfaction is one of our primary objectives and feedback from clients is helpful to us. If you would like to comment on any aspect of the service provided by us, including how we can improve our service, please contact the person responsible for your matter.
17.2 If you have any concerns or complaints about our services, please raise them as soon as possible with the person to whom they relate. They will respond to your concerns as soon as possible. If you are not satisfied with the way that person has dealt with your complaint, please raise the matter with a director of the firm.
We will inquire into your complaint and endeavour in good faith to resolve the matter with you in a way that is fair to all concerned.
17.3 If you are not satisfied with the way we have dealt with your complaint, the New Zealand Law Society has a complaints service to which you may refer the issue. You can call the 0800 number for guidance, lodge a concern or make a formal complaint. Matters may be directed to:
Lawyers Complaints Service
PO Box 5041
Wellington 6140 New Zealand
Phone: 0800 261 801
To lodge a concern: www.lawsociety.org.nz/for-the-community/lawyers-complaints-service/concerns-form
To make a formal complaint: www.lawsociety.org.nz/for-the-community/lawyers-complaints-service/how-to-make-a-complaint
Email: complaints@lawsociety.org.nz
18. COPYRIGHT
18.1 You agree that, if in providing legal services to you we create new works protected by copyright law, we are the original owners of those works. You are granted an automatic, non-exclusive licence to use the works once you have paid our account for the relevant matter. You retain ownership of material supplied by you. You may provide our work to your professional advisers, lenders or regulators where reasonably necessary.
