PETRIE MAYMAN CLARK
MASTER TERMS OF BUSINESS

The Master Terms of Business (“the Terms”), together with any engagement letter and any fee estimate sent to the client, form the initial Contract between PETRIE MAYMAN CLARK (“PMC”) and the client (“You”).

Unless otherwise agreed in writing, any subsequent services performed by PMC will be provided by PMC on the basis of the Contract, including the Terms below.

1. Client Care and Service. Under the Lawyers and Conveyancers (Lawyers Conduct and Client Care ) Rules 2008, PMC must:
   1. Act competently, in a timely way, and in accordance with instructions received and arrangements made.
   2. Protect and promote your interests and act for you free from compromising influences or loyalties.
   3. Discuss with you your objectives and how they should best be achieved.
   4. Provide you with information about the work to be done, who will do it, and the way the services will be provided.
   5. Give you clear information and advice.
   6. Protect your privacy and ensure appropriate confidentiality.
   7. Treat you fairly, respectfully and without discrimination.
   8. Keep you informed about the work being done and advise you when it is completed.
   9. 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 for lawyers (“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.lawyers.org.nz or call the New Zealand Law Society on (04) 472 7837.

2. Terms and Termination. The Contract will continue until all the Services have been provided unless sooner terminated. Either party may terminate the Contract by written notice or if the other party fails to remedy a material breach of the Contract such as recorded in clause 7(h) below. Termination will not affect Your obligations to pay PMC’s fees for all Services performed up to termination. Any of the terms and conditions of the engagement letter or the Terms that are intended to apply after completion of the Services will continue to apply following termination.
3. Guarantee from You. While You have instructed us at the commencement of this engagement, it is conceivable that as this matter progresses instructions from time to time may be taken from other entities (such as companies, other corporate bodies, family trusts) and third party individuals associated with You or established during the course of this engagement at your request. In such instances these Terms will apply to the receipt of such instructions, and you unconditionally guarantee to PMC the performance by the entity and/or individual(s) of all obligations expressed or implied in the Contract.
4. Services. PMC will provide the services specified in any initial engagement letter or, as subsequently agreed and set out, in any replacement or supplementary engagement letter (“the Services”). The Services may include advice and recommendations, but it is understood and agreed that all decisions in connection with the implementation of such advice and recommendations shall be the responsibility of, and made by You. Either PMC or You may request changes to the Services. Each agrees to work together to enable each party to assess the impact of any requested changes on the cost, timing or any other aspect of the Services.
5. Information. You will provide in a candid, full and timely fashion all information and documents reasonably required to enable PMC to provide the Services. Unless otherwise required pursuant to the engagement, PMC will have no responsibility to independently verify the accuracy of such information and documents. PMC will not be liable for any loss or damage arising from any inaccuracy, incompleteness or other defect in any information or documents supplied by You.
6. Workpapers. The workpapers produced by PMC in the course of its work in providing the Services are the property of PMC. PMC shall be entitled to retain its work papers and copies of any documents provided to it in the course of performing its Services. Work papers will also include documents or deeds relevant to your affairs although not necessarily relevant to the Services.

   On commencing the Services PMC will open a file. The file retained by PMC will be stored and kept for at least six years. After that period of time the file may at PMC’s sole discretion be destroyed. If You send to PMC any papers which ultimately form part of that file but which are to be returned to You, You must advise PMC accordingly at the time these papers are supplied.

   In respect of Deeds or documents PMC reserves the right to retain those Deeds and documents until all monies due for costs, office services or disbursements are paid. PMC requires this right to retain any such Deeds and documents even if the monies are due for services unrelated to those documents. PMC’s position in this regard is contrary to the usual common law position which would otherwise exist.

7. Fees and Payment.
   1. Either before or after the commencement of the Services, or on any change in the Services PMC may, at its discretion, or will, if so required by You, provide an estimate and/or agree with You the total fees for the Services.
   2. All fees charged will be based on the New Zealand Law Society requirement that all professional fees shall be fair and reasonable having regard to the interests of both You and PMC. In setting fees, a number of factors will be taken into account including not only the amount of time devoted by partners and staff to the Services, but the urgency and circumstances in which the matter is undertaken and time limitations imposed (including those imposed by You), the amount or value of the money or property involved, the degree of complexity and resulting skill, specialized knowledge and responsibility required to perform the work, the experience, reputation and ability of the Partner and staff involved, and estimate given, the results achieved and any other criteria that are relevant and approved by the NZ Law Society.
   3. You will pay all out of pocket expenses reasonably incurred by PMC in performing the Services.
   4. Regardless of the nature or type of Services being provided to You, PMC reserves the right to render interim accounts in respect of which the provisions of paragraph 7(e) shall apply.
   5. Our standard terms of payment are 14 days from the date the invoice is rendered. Failure to make payment within 14 days from the invoice date will result in interest being charged at the rate shown in paragraph 7(f) below.
      1. Civil and Non-Prosecution Matters
         When providing services to you, it may be that we will incur third party costs on your behalf (i.e. Court filing fees etc). If third party costs are incurred on your behalf, we will require you to pay these costs to us in advance.
      2. Prosecution Matters
         In respect of all Prosecution matters, our total fees (including disbursements and third party costs, if any) are to be paid before we appear on your behalf in Court. Accordingly, you will be required to pay the total of our estimated costs (as per the attached schedule) into our office prior to your Court Hearing date. Failure to do so may cause delays with your Court Hearing, and may lead to us recommending you instruct alternative Counsel.
   6. In default of payment when required, You undertake to pay late payment fees of 2% per month on any amount outstanding and to indemnify PMC and pay all costs and expenses if legal action is necessary to recover from you any overdue amount.
   7. Failure to pay fees on time may, at PMC’s discretion, lead to suspension of the Services (including PMC’s right to refuse to settle a property, loan, commercial or other transaction), or termination of the engagement. All reasonable fees up to suspension or termination shall be and remain payable, notwithstanding the suspension or termination.
8. Confidentiality.
   1. PMC will not disclose to third parties any confidential information relating to the Services unless either authorised by You or compelled by law, or as is necessary to provide the Services.
   2. Unless PMC has agreed in writing, no advice or information provided to You is to be made available, directly or indirectly to any third party, or shall be used or relied upon by any third party. PMC will have no liability to any such third party. You indemnify PMC against any third party claim arising from its release of any such PMC advice or information.
9. Professional Indemnity Insurance. PMC holds professional indemnity insurance that meets or exceeds the minimum standards specified by the Law Society. We will provide you with particulars of the minimum standards upon request.
10. Lawyers Fidelity Fund. The 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 $100,000.00. 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.
11. Investment. From time to time PMC may receive on behalf of You various funds. Unless otherwise instructed, or the quantum of the funds retained is so minimal as to not warrant investment, all funds will if practicable be deposited to Your credit in an interest bearing deposit account within PMC’s Trust Account.

    All interest accrued less usual Resident Withholding Tax and Accounts Department handling commission, at a rate of 7% of net interest accrued, will be for the credit of You.

    PMC will charge a modest annual administration fee – currently $100.00 plus GST - for funds held long term(over six months) on interest bearing deposit. An invoice will be delivered or posted to you on or about the 30^th of June in each year. Payment of such invoices will be debited from the funds held on your behalf.

12. Indemnity. In the event PMC becomes involved in any claim (including actual or threatened litigation of whatever form) in relation to the Services, PMC will immediately notify You. You agree, to the extent permitted by law, to indemnify PMC, its Partners and employees in all respects including its reasonable costs and expenses involved in defending any such actual or threatened litigation. Where legal counsel is retained for these purposes, those costs, will be met by You. PMC will use its best endeavours to agree the quantum of any such costs recognising the need to respond to such litigation on a prompt and reasonable basis. You agree to meet the costs of PMC for reasonable time incurred by its Partners and staff and any other reasonable costs and expenses in relation to any inquiry or proceeding initiated by any person.
13. E-mail. While we use standard virus checking software, we accept no responsibility for viruses or anything similar in any emails or any attachments which come from PMC. We also do not accept any responsibility for any changes to, or interception of, any email or any attachment after it leaves our information systems.
14. 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 are set out in our letter of engagement.
15. No Assignment or Benefit. You may not assign the benefit of the Services to any third party without the written consent of PMC. For the avoidance of doubt the sole beneficiary of the Services under this Contract is You. No other party is intended to take a benefit under the Contracts (Privity) Act 1982.
16. Health and Safety. The Health and Safety in Employment Act 1992 obliges PMC to take all practical steps to ensure the health and safety of its staff engaged on any assignment. PMC and You will be mutually responsible to ensure the safety of PMC staff and to see no harm is caused to them in Your workplace. You shall ensure that the Act is fully complied with when PMC personnel visit Your worksites.
17. Governing Law. PMC and You agree that the Contract and their relationship will be governed by the applicable laws of New Zealand and submit to the exclusive jurisdiction of the New Zealand Courts.
18. Entire Agreement. The Contract, including these Terms, subject to any further conditions set out in writing, forms the entire agreement between PMC and You. No previous discussions, proposals, correspondence, understandings or other communications, whether written or oral, shall have contractual effect subsequent to the engagement letter. Only written variations signed on behalf of PMC shall have effect to vary the Contract.
19. Complaints. PMC maintains a procedure of handling any complaints by clients, designed to ensure that a complaint is dealt with promptly and fairly. If you have a complaint about our services, you may refer your complaint to the person in our 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 the Administration Manager by any of the following methods:
    1. A letter to Petrie Mayman Clark, PO Box 803, Timaru 7940
    2. An email to admin@pmc-law.co.nz
    3. Telephone 03 687 9480

    If you are not satisfied with the outcome you have the right to take the matter up with:

    New Zealand Law Society
    PO Box 5041
    Lambton Quay
    Wellington 6145
    
    Telephone 04 472 7837