Introduction

• As a valued client of our firm, it is important that you are aware of our business terms. These terms apply to all legal services provided by us, unless we    have a written alternative arrangement with you.
• If you have any questions concerning these terms, please contact the partner responsible for your file(s).

Legal Services

• Our legal services will be provided by specialists in the relevant area of law and with the appropriate level of experience. All legal services performed        are supervised by a partner.

Our Costs

• Our costs comprise:

• The skill, specialised knowledge and responsibility required to perform the services properly.
• The time and labour expended.
• The degree of risk, including the value of any property involved.
• The importance of the matter to you and the results achieved.
• The complexity of the matter and the difficulty or novelty of the questions involved.
• The experience, reputation and ability of the lawyer.
• The possibility that acceptance of your instructions will preclude us from acting for other clients.
• Whether the fee is fixed or conditional.
• Any quote or estimate we may give.
• Any fee agreement or special arrangement we may have with you.
• The urgency and circumstances in which the matter is undertaken and any time limitations imposed.
• The fee customarily charged in the market for similar legal services.
• The reasonable costs of running our practice.

      Our individual fee rates are based on the level of experience of the particular person. We may change our rates for fees from time to time.                                        At regular intervals, we will provide you with our invoice and, if appropriate, a statement of account.

      If we give you a fee estimate:

•  It is an estimate only and we will review it if necessary. The final fee may be more or less than the estimate (although we endeavour to make our estimates as accurate as possible, based on the information available to us at the time)
•   It does not include sundry fees, disbursements or GST unless specifically stated.

      If we reach a fixed fee agreement with you, we will charge the fixed fee for providing the services covered by that agreement. If you request additional            work not covered by the fixed fee agreement, you will be charged additional fees.

      In addition to our fee, you will be charged:

      Sundry Fees: This includes photocopying, binding, printing, telephone and internet communications, postage, file opening, and Anti-Money                                  Laundering Counter Financing of Terrorism Act 2009 (AML/CFT) client due diligence. These sundry fees are charged at a rate of between 2.5% and 5%            of our fees.

When Payable

•  Our invoices are payable by the 20th day of the month following the date of the invoice, unless alternative arrangements have been agreed with you.

Suspension of Services

• If any invoice is not paid on time we may decide not to carry out further work or incur further disbursements until payment of all invoices is brought up to date.
• You will be liable for all legal and debt collection costs that we may incur, including our costs calculated on a solicitor/client basis, in enforcing, or attempting to enforce, our rights under these terms and conditions.
• Should you wish to discuss credit terms, please contact our Finance Manager or speak to the Partner responsible for your matter.

Termination of Services

• You may terminate our retainer at any time.
• We may terminate our retainer in any of the circumstances set out in the Law Society's "Rules of Conduct and Client Care for Lawyers". You can view these Rules on the Law Society's website at www.lawsociety.org.nz
• If our retainer is terminated, you must pay us all fees and expenses due up to the date of termination.

Interest on Overdue Invoices

• If you do not pay any invoice on time we may charge interest on the overdue amount, from the date payment falls overdue until the date payment is            made in full. The interest rate which will apply is 5% above our bank’s overdraft rate from time to time. This does not affect our other rights to recover    payment.

Method of Payment

• Invoices can be paid by direct credit. Our bank account details appear on our invoices. Alternatively, please contact our offices to make payment by        way of credit card.
• For non-resident clients, we request that you pay by telegraphic transfer and in New Zealand dollars only.
• Where we hold funds on your behalf in our Trust Account other than for a specific purpose, including a balance of settlement funds received, we may deduct our fees and other charges from those funds. By instructing us, you authorise us to do this. If we do this, we will inform you in writing.
• If you make part payment of an invoice we will accept it in partial settlement of the full amount payable on the invoice unless we agree to accept a            reduced sum and confirm this to you in writing.

Payment by Third Parties

• Where we address our invoices to a third party at your request, or you expect our fees and expenses to be paid by a third party, you remain responsible    for payment if the third party fails to pay us.
• If you obtain Legal Aid, our invoices will be paid by Legal Aid Services. If you apply for Legal Aid but your application is declined, you will be                            responsible for payment of our invoices.

Payment in Advance

• If we request payment in advance on account of our costs, the amount paid by you in advance will be held on trust until we send you an invoice.                  Payment will then be made by deduction from the funds held on trust. Requests for payment in advance are not quotes or estimates of costs. Where          payment in advance is requested, we may not carry out further work or incur further disbursements until payment is made.

Ongoing Matters - Monthly Billing

• For matters involving work spread over more than four weeks we will generally send an invoice to you on an interim basis every month.

Special Billing Arrangements

• For major work or where you have special needs (such as a particular accounting format or frequency of billing) we ask that you raise these                          requirements with us before we begin work for you so that we can provide you with accounts which meet them.

Interest on Funds Held

• If your funds are, with your agreement, placed by us on interest bearing deposit with our bank, the interest received belongs to you. It is calculated at    our bank's floating deposit rates applying from time to time. From the interest received we deduct our commission (5% of the interest received) and          interest withholding tax. In order to place funds on interest bearing deposit our bank will require you to provide a certificate regarding the source of          funds.

Interest Withholding Tax

• For New Zealand residents, where an lRD number has been supplied, you may elect your withholding tax rate. If you have not supplied an IRD number,    the non-declaration rate will be used.
• For non-residents, differing rates apply depending on tax residency and status.
• We will provide an interest withholding certificate each year, covering the previous tax year to 31 March.

Files and Documents

• Your files remain our property at all times. Copies are available on request, subject to payment of any outstanding invoices.
• Original legal documents are your property and may be uplifted by you upon payment of any outstanding invoices and upon completion of a written      authority to uplift documents (which we can provide to you on request). Upon closure of your matter, our files and all documents will be retained in        electronic form only unless you have instructed us in writing. While we will retain electronic copies, we cannot guarantee that they will be readable or accessible with the passage of time. If we receive a hardcopy document from you (or received upon your behalf), you authorise us to destroy it after an electronic copy has been made.
• We provide a secure storage facility for your important documents. This applies to documents where we have agreed in writing to hold on your behalf. These documents will be stored for a period of 10 years and will be destroyed unless you ask for them to be returned to you (at your expense). We recommend that you personally hold original documents or copies of important documents in a safe place.

Complaints Procedure

• We maintain a procedure for handling client complaints. Our aim is to ensure any complaints are dealt with promptly and fairly. If you have a complaint    regarding any aspect of our service we ask that you raise this initially with the partner responsible for your file(s). Or, if you consider that this is not appropriate, you may contact a member of our Board on phone 09 379 9350 or by letter addressed to: The Chairman, Brookfields Board, Brookfields,        P O Box 240, Auckland 1140.
• The New Zealand Law Society also offers a service for the resolution of complaints. You can contact the New Zealand Law Society on 0800 261 801 or www.lawsociety.org.nz

Follow-up Procedure

• We constantly endeavour to improve the quality of our legal services. It greatly assists us in doing this if we receive feedback from you. We appreciate your co-operation in:

1. giving us regular feedback as services are carried out; and
2. participating in occasional surveys as to the quality of our services.

Privacy Act

• If you are an individual, you have a right of access to information which we hold about you. You may request correction of that information and may        require your request to be stored with that information (subject to payment of our reasonable costs of providing access to that information).
• Subject to this clause , you authorise Brookfields to:

1. collect, retain and use information about you for our purpose of undertaking the legal services you are seeking, and for our purposes including to assess your credit worthiness (for which purpose we are authorised to pass such information on to credit reference agencies).
2. provide any information we may hold about you to and for the use of any credit and/or debt collection agencies we might engage to recover any debts owed by you to Brookfields.
3. provide you with commercial emails about our services and information about developments in the law and other information we believe may be of interest to you. You agree pursuant to the Unsolicited Electronic Messages Act 2007 that we have your express consent to send commercial emails to you unless you inform us otherwise in writing or unsubscribe from such emails.

• Except where information is required for law enforcement or proceedings, or to prevent or lessen a threat to public health and safety or to the life or health of an individual, we will not, without first expressly informing you, release your information to a foreign person or entity if that person or entity is not required to protect the information in a way that provides comparable safeguards to those in the Privacy Act 2020.

Consumer Guarantees Act

•  Where we are both in trade you agree that the provisions of the Consumer Guarantees Act 1993 will not apply.

Anti-Money Laundering Counter Financing of Terrorism Act 2009 (AML/CFT)

• As we are a reporting entity under AML/CFT, we may be required to undertake client due diligence on you, your interests, and anyone acting on your      behalf. This may require us to obtain evidence to verify your identity, irrespective of whether we have provided legal services to you before. We will            advise you of the information required and our compliance procedures, which may include source of wealth, source of funds, transaction details,                ownership structures, and other related information.
• You consent to us using a third party provider of client due diligence services.
• We may not be able to commence services until we complete client due diligence. Further, we may be required to suspend or terminate services,            which may also lead to our refusal to process a transaction if client due diligence is incomplete. Updated identity verification may also be sought by us.
• We may be required to disclose or report information about you and your transactions to those entities where we have a legal obligation to do so.
• In addition to AML/CFT, we are also required to comply with the Foreign Account Tax Compliance Act (FATCA) (USA) and the Common Reporting              Standard (CRS) (OECD) and collect certain information, including bank and tax information, from you or your interests. You consent to the disclosure of    such information to our bank and to the IRD as and when required.

Electronic Communications

• It is likely that when we provide legal services to you that we will communicate by way of electronic means to you and others, and you consent to us      doing so. This could include, but is not necessarily limited to, email and text messages. It is possible that these forms of communication are subject to    interference or interception or contain viruses or are corrupted. In these instances, we do not accept responsibility for, nor will we be held liable for          any loss or damage caused, consequential or otherwise, from the corruption of any electronic communications.

Use of Legal Technology and Artificial Intelligence

• In providing legal services to you, we may use legal technology and artificial intelligence software, tools and/or services (Technology Services).                  Our use of any Technology Services will not detract from our professional, confidentiality, or privacy obligations to you. By instructing us, you                        acknowledge and consent to our use of such Technology Services. Such Technology Services may involve the transmission, storage, or processing of      your information by third-party providers, including providers located outside New Zealand.

Limitation of Liability

• To the extent permitted by law, and unless otherwise agreed in writing, our total aggregate liability in relation to the provision of legal services to you is the greater of the amount equal to five times our paid fees (excluding sundry fees, disbursements, and GST) or NZD$1,500,000. This limitation of                  liability applies whether in contract, tort (including negligence), equity or otherwise.

General Matters

• These terms and any matter or disputes connected with the same are governed by New Zealand Law and will be dealt with in the New Zealand courts.
• Having read these terms and conditions we consider that, unless you raise any points regarding them with the partner responsible for your file(s), you    have accepted them and agree that they govern our business relationship.
• Additional information is contained in your Client Care Package. A copy is available on request.