TERMS OF ENGAGEMENT

These terms of engagement (Terms) govern the relationship between Ellice Tanner Hart Limited (ETH) and its clients (you) and set out certain standard terms and conditions on which ETH will provide legal and related services to you. The Terms will apply any time you ask ETH to work for you.

These Terms form part of our contract with you. We also refer you to our engagement letter or email (Letter of Engagement), which will contain any additional terms we have agreed with you, such as the scope of the services to be provided. If you disagree with any of the Terms, you need to let us know immediately. Otherwise, by instructing us to provide you with services you agree that you have accepted these Terms.

1. SERVICES

1.1 ETH will provide all our services in accordance with all applicable laws, including the Lawyers and Conveyancers Act (Lawyers: Conduct and Client Care) Rules 2008 (Rules).

1.2 Scope of work: The services ETH will provide to you will be agreed between us, with the scope of the services to be provided will outlined in our Letter of Engagement.

1.3 Person responsible: The name and status of the person who will have overall responsibility for the services we provide for you are notified to you in writing.

1.4 Duty of care: ETH has a duty of care to you and not to any other person. Before any other person may rely on our advice, we must expressly agree to this in writing. Unless otherwise agreed, any advice we give, or services we provide, are solely for your benefit as our client.

1.5 CLIENT CARE AND SERVICE

1.6 In accordance with the requirements of the New Zealand Law Society (Law Society) we are obliged to tell you that regardless of what legal services we (as your lawyers) are providing, we must:

(a) act competently, in a timely way, and in accordance with instructions received and arrangements made;

(b) protect and promote your interests and act for you free from compromising influences or loyalties;

(d) provide you with information about the work to be done, who will do it and the way the services will be provided;

(e) charge you a fee that is fair and reasonable and let you know how and when you will be billed;

(f) give you clear information and advice;

(g) protect your privacy and ensure appropriate confidentiality;

(h) treat you fairly, respectfully and without discrimination;

(i) keep you informed about the work being done and advise you when it is completed; and

(j) let you know how to make a complaint and deal with any complaint promptly and fairly.

1.7 The obligations lawyers owe to clients are described in the Rules. 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.org.nz. or call 0800 261 801.

2. FINANCIAL

2.1 Fees: Our fees are based on relevant factors specified by the Law Society as listed below:

(a) the time and labour expended;

(b) the skill, specialised knowledge, and responsibility required to perform the services properly;

(d) the urgency and circumstances in which the matter is undertaken and any me limitations imposed, including those imposed by the client;

(e) the degree of risk assumed by the lawyer in undertaking the services, including the amount or value of any property involved;

(f) the complexity of the matter and the difficulty or novelty of the questions involved;

(g) the experience, reputation, and ability of the lawyer;

(h) the possibility that the acceptance of the particular retainer will preclude engagement of the lawyer by other clients;

(i) any quote or estimate of fees given by the lawyer;

(j) any fee agreement entered into between the lawyer and client;

(k) the reasonable costs of running a practice; and

(l) the fee customarily charged in the market and locality for similar legal services.

2.2 The fees which we will charge or the manner in which they will be arrived at, are set out in any Letter of Engagement. If the Letter of Engagement specifies:

(a) a fixed fee, we will charge this 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;

(b) our fees are calculated on an hourly basis, the hourly rate bands for our staff are set out in our engagement letter. The differences in those rates reflect the experience and specialisation of our professional staff. Time spent is recorded in 6-minute units, with time rounded up to the next unit of 6 minutes. Please note our hourly rates are reviewed annually and are subject to change. Applying the factors set out in paragraph 2.1, the fee charged may be more or less than the time recorded. At any time, you may request a fee estimate and/or an indication of the level of fees already incurred.

2.3 On request we will provide an estimate of our likely fee (if it is practicable to give an estimate), it will be based on our experience with similar matters and is given as a guide only, not a fixed price quota on. Any estimate will be limited in its application to the scope of our services set out in any Letter Engagement. Any work which falls outside that scope will be charged in line with paragraph 2.1. We will advise you if it is necessary to provide services outside that scope and give a fee estimate if requested.

2.4 Disbursements and expenses: In providing services we may incur disbursements or have to make payments to third parties on your behalf, including all registrations and searches with government agencies. These will be included in our invoice to you when the expense is incurred. We may require an advance payment for the disbursements or expenses which we will be incurring on your behalf. We also have the following charges you should be aware of:

(a) Office Charge: We charge a standard fee for general office services, currently $30 (including GST) per invoice, which covers telephone calls, stationary, postage (not courier fees), and photocopying;

(b) File Storage: We are required to keep your file for seven years. If we have opened a physical file for documents, then we will charge you a file storage cost from our third-party supplier (currently TIMG). If we have only opened your file electronically, we charge for digital storage, currently $25 per file (inclusive of GST); and

(c) AML: We are required to carry out certain checks of your identity and perform certain due diligence on the entities you use to engage our legal services. We have a team of non-professional staff who will request and verify certain information, together with the completion of risk assessments of you and the entities you are associated with. We charge a fee to carry out this client due diligence. The charge depends on the entity you use. For individuals the fee is $25 per individual. For companies the fee is $100 and for trusts the fee is $150.

2.5 GST (if any): Is payable by you on our fees and charges.

2.6 Invoices: We may send interim invoices to you (usually monthly) as well as on completion of the matter, or termination of our engagement. We may also send you an invoice when we incur a significant expense.

2.7 Payment: Unless alternative arrangements have been made with us in writing, our invoices are payable within 14 days of the date of the invoice (or immediately upon issue of the invoice if we so require). For conveyancing work, unless alternative arrangements have been made with us in writing, we require our fees and expenses to be paid in full on or before settlement of the transaction at the latest (subject to payments due on any earlier interim invoicing by 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 5% above the overdraft rate charged by this firm’s bank as at the close of business on the date payment became due, compounding monthly.

2.8 Security, Pre-payments, and Deductions from Funds in Trust: We may ask you to pre-pay amounts to us or to provide security for our fees and expenses. In any event, you irrevocably and unconditionally authorise us:

(a) to debit against amounts pre-paid by you; and/or

(b) to deduct from any and all funds in our trust account which we hold on your behalf (whether or not those funds were paid into our trust account for some other purpose) any fees, expenses or disbursements for which we have provided an invoice.

2.9 Third Parties: Although you may expect to be reimbursed by a third party for our fees and expenses and/or although our invoices may at your request or with your approval be directed to a third party, nevertheless you remain responsible for payment to us if the third party fails to pay us within 14 days of the date of our invoice (or immediately upon the issue of our invoice if we so require).

2.10 Enforcement Costs:

(a) In the event of default in your payment to us of our fees, expenses and disbursements when due, you will be responsible for, and we may recover from you, our full legal costs and expenses incurred (on a full indemnity basis) of and incidental to the enforcement or attempted enforcement of our rights and remedies against you, and also all debt collection commissions and costs which we may incur in recovering or attempting to recover from you any overdue amount.

(b) In the event our firm chooses to perform the legal work associated with the recovery or attempted recovery of amounts you owe to us we shall be entitled to claim from you and recover full legal costs and expenses incurred in the same amount as we would otherwise have had to pay to another law firm to perform the same legal work.

3. ANTI-MONEY LAUNDERING AND COUNTERING FINANCING OF TERRORISM

3.1 ETH is required to comply with the terms of the Anti-Money Laundering and Countering Financing of Terrorism Act 2009 (AML/CFT). As such, we will perform client due diligence and account monitoring, keep records, and report any unusual or suspicious transactions as required under AML/CFT (and Foreign Account Tax Compliance Act (FATCA) or any other laws). We may be required to assist any bank comply with its legal obligations, or the Police.

3.2 As we are required to perform a certain amount of analysis and verification of information (including identification of clients, their entities, source of wealth, source of funds and reasons for transacting), we may be required to obtain and verify certain information from you, including people associated with you (such as employees, directors, shareholders, trustees and beneficiaries) to comply with our requirements under AML/CFT.

3.3 If we are unable to obtain the required information from you, it is likely we will not be able to act for you. We may also stop work on a matter or terminate the engagement as a result of a breach of this clause.

3.4 ETH has a team of non-professional staff who will request and verify certain information, together with the completion of risk assessments of you and the entities you are associated with. We charge a fee to carry out this client due diligence. The charge depends on the entity you use.

3.5 ETH may use a third-party service provider to verify the accuracy of the information you provide to us, and we may pass on to you any fees charged to us by the third-party service provider.

3.6 If ETH suspects any business relationship or transaction is unusual, it may suspend or end its involvement with you or the transaction and may report it to the appropriate regulatory authority. ETH is required to report all suspicious activities or transactions, and all international wire transfers and electronic transfers of funds of NZ$1,000 or more, and you agree will provide us with all the information and necessary assistance we need to enable us to make any report.

4. PRIVACY

In your dealings with us we will collect and hold personal information about you. ETH may collect and retain information about you as part of providing services to you and our engagements with you. We will collect, hold, and use your information in line with these Terms and our Privacy Policy.

5. CONFIDENTIALITY

5.1 Confidentiality is very important to us. ETH will hold in confidence all information concerning you or your affairs that we acquire while working for you.

5.2 ETH will not disclose your confidential information unless you authorise us to, or we are otherwise required to by the Lawyers and Conveyancers Act, the Rules and/or any other relevant legislation or codes.

5.3 You agree we may, to the extent required by law, provide any information we hold:

(a) relating to any FATCA matters, to the Inland Revenue Department (IRD) and to our institutional banks if they request information to be able to meet their own FATCA obligations;

(b) to enable us to verify the accuracy of the information you provide us under AML/CFT laws (including where we use a third-party provider to assist us with electronic verification for AML/CFT compliance).

5.4 ETH will of course, not disclose confidential information which we have in relation to any other client to you.

6. RETENTION OF FILES AND DOCUMENTS

You authorise us (without further reference to you) to destroy all files and documents for any matter in respect of which you engage us (other than any documents that we hold in safe custody for you) 7 years after our engagement ends, or earlier if we have converted those files and documents to an electronic format.

7. TRUST ACCOUNT

7.1 ETH maintains a trust account for all funds which we receive from clients (except monies received for payment of our invoices).

7.2 If ETH is holding significant funds on your behalf, we will normally lodge those funds on interest bearing deposit with a bank. We are only able to do this if you have completed a FATCA form as this is a bank requirement. If the form is not completed, we cannot put the funds on IBD.

7.3 Where funds are earning interest, we may charge an administration fee of 5% of the gross interest derived each quarter.

8. TAX

8.1 We are not qualified to give tax advice and we do not provide or offer to provide tax advice. You should get that advice from your accountant or tax advisor. We are also able to recommend a specialist tax advisor, but we are not liable for the performance of any such specialist.

8.2 You are required to provide us accurate information regarding your Resident Land Withholding Tax status. If we do not receive this, we may be required to retain 10% of the purchase price in order to meet our obligations under the Taxation (Residential Land Withholding Tax, GST on Online Services, and Student Loans) Act 2016.

8.3 We are not liable in relation to any Resident Land Withholding Tax wrongly withheld from an amount held on your behalf.

9. TRUSTS

9.1 If you have instructed us to act as a professional, independent trustee, we will invoice you an annual fee for this service on an ongoing basis.

9.2 This fee (currently $420 plus GST per annum), covers the time required for us to meet our obligations as trustees pursuant to the Trusts Act 2019 including review of documentation, signing and otherwise ensuring the trust administration is maintained. This annual fee is separate to any other legal work carried out in respect to any trust and is invoiced at the end of the financial year.

10. LITIGATION

10.1 If your matter is litigious in nature, it may be necessary and/or desirable for ETH to engage the services of a barrister to provide you with expert counsel and/or to appear in the Court proceedings. If we do so, we may ask you to enter into a separate fee agreement directly with that barrister.

10.2 If you are successful in obtaining an order for costs payable by other parties in the litigation, it will most likely be for an amount substantially less than the costs payable under that agreement and/or any separate agreement with a barrister. If so, that will not affect your obligation to pay ETH. It is also possible that the Court may make an order that you pay (part of) another party’s costs. Those costs would be in addition to those payable to us under these Terms.

11. INTELLECTUAL PROPERTY

Copyright and all other intellectual property rights we create as part of our services, or otherwise pursuant or related to our engagement with you, belongs to us. Subject to you paying our fees, you have an ongoing right to use of the materials we provide to you for the purpose(s) it was created.

12. DIGITAL TOOLS AND PRODUCTS

12.1 ETH uses service providers and online platforms when providing the services to you. Not all of those providers platforms are in New Zealand, and you agree that your documents and information can be transferred, hosted, and/or processed outside of New Zealand.

12.2 ETH will communicate and work with you using electronic tools and products. As these tools and products are not always secure and may be subject to unauthorised interception or interference, viruses, or other malicious software, we will not be responsible for any associated losses you suffer, including any corruption or loss of, access to, or use of your information and data by third parties.

13. OUR USE OF AI

While providing our services to you, we may use artificial intelligence (AI) and generative AI tools and technology. This technology enables us to provide more efficient and cost-effective legal services, but we also recognise our use of AI will not impact our obligations to you, including under the Rules. While AI can enhance our work, it is not a substitute for our independent expertise and judgment. We will exercise professional independent judgment in using AI-generated content and ensure its accuracy and appropriateness in each specific case. If you do not want us to use AI when providing services to you, let us know in writing and, if we are using AI, we will stop doing so.

14. YOUR USE OF AI AND PROTECTION OF CONFIDENTIALITY AND PRIVILEGE

14.1 Any advice and documents ETH provides to you is confidential and may be protected by legal professional privilege. That privilege is a valuable right which can be waived or lost, including where confidential material is disclosed to, or shared with, a third party.

14.2 If you upload or enter any advice, correspondence, documents, or other privileged or confidential material from ETH into an AI platform, this may amount to disclosing it to a third party. This is likely to:

(a) result in a loss of confidentiality and/or a waiver of legal privilege;

(b) breach the confidentiality of your own information (and potentially the information of other parties); or

14.3 We therefore strongly recommend that you do not enter any advice, correspondence, documents or other privileged or confidential material we provide to you into any public or third-party AI platform that does not guarantee the confidentiality and security of your data.

14.4 ETH accepts no responsibility and will not be liable for any loss or waiver of privilege, loss of confidentiality, or other loss or damage arising from your disclosure of our advice, correspondence, documents or other confidential material to any third-party AI platform. Additionally, you agree that ETH will not be responsible or liable for any loss of confidentiality or privilege resulting from your own use of AI.

15. CONFLICTS OF INTEREST

15.1 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.

15.2 If a conflict of interest arises regarding a matter you have instructed us on, we will discuss that conflict with you and, where possible, agree a solution. You acknowledge that even where we are already acting for you on a matter and a conflict arises, we may need to stop acting for you in that matter.

15.3 Subject to our obligations under the Rules, you agree we can accept instructions from other parties:

(a) even if they operate in the same or competing markets, are competitors of yours and/or have conflicting commercial interests to you; or

(b) regarding the same transaction or underlying issue, provided we do not use any of your confidential information except to provide services to you.

15.4 Where you engage us in competitive (or similar) processes or on a non-exclusive basis, and we act for another party relating to that process or issue, we will establish effective information barriers to ensure your information remains confidential.

15.5 You acknowledge a conflict of interest will not arise simply because we:

(a) act for one of your competitors;

(b) act for another party on a transaction you also have an interest in; or

16. TERMINATION

16.1 You may terminate our engagement at any time.

16.2 ETH may terminate our engagement if you do not pay our fees when due, or otherwise in any of the circumstances set out in the Rules.

16.3 If our engagement is terminated for any reason, you must pay us all fees due up to the date of termination and all expenses incurred up to that date.

17. COMPLAINTS

17.1 ETH maintains a procedure for handling any complaints by clients, designed to ensure that a complaint is dealt with promptly and fairly.

17.2 If you have a complaint about our services or charges, you should refer your complaint to the person in the firm who has overall responsibility for your work. If you do not wish to refer your complaint to that person, or you are not satisfied with that person’s response to your complaint, you may refer your complaint to one of our directors:

Paul Ellice - paul.ellice@eth.co.nz

Rob Hart – rob.hart@eth.co.nz

Daniel Wein – daniel.wein@eth.co.nz

PO Box 19144

Hamilton 3244

Ph: (07) 838 3333

17.3 The Law Society also maintains a complaints service, and you are able to make a complaint to that service. To do so you should contact the New Zealand Law Society by visiting www.lawsociety.org.nz, call 0800 261 801, or write to the New Zealand Law Society, PO Box 5041, Lambton Quay, Wellington 6145.

18. PROFESSIONAL INDEMNITY INSURANCE

ETH holds professional indemnity insurance that meets or exceeds the minimum standards specified by the Rules. We will also provide you with particulars of the minimum standards on request.

19. LAWYERS’ FIDELITY FUND

The New Zealand Law Society maintains the Lawyers’ Fidelity Fund for the purposes of providing clients of lawyers with protection against pecuniary loss arising from theft by lawyers. The maximum amount payable by the Fidelity Fund by way of compensation to an individual claimant is limited to $100,000. Except in certain circumstances specified in the Lawyers & Conveyancers Act 2006, the Fidelity Fund does not cover a client for any loss relating to money that a lawyer is instructed to invest on behalf of the client.

20. LIMITATIONS ON EXTENT OF OUR OBLIGATIONS OR LIABILITY

Any limitations on the extent of our obligations to you or any limitation or exclusion of liability will be notified to you in writing.

21. LAW AND JURISDICTION

These Terms and any other agreement we have with you are governed by New Zealand law and we and you irrevocably submit to the exclusive jurisdiction of the New Zealand Courts.