Introduction

Subject to any varied or additional terms agreed in writing, these Terms of Engagement (“Terms”) will apply whenever you instruct us to act for you in any matter. These Terms may be updated by us from time to time and will be published on our website. Your continued engagement with us indicates your acceptance of the latest Terms. Our relationship with you is governed by New Zealand law and the New Zealand Courts have exclusive jurisdiction over any disputes.

Services

The scope of services (“Services”) we will provide to you are outlined in our letter of engagement and any further instructions that you provide to us in writing (or that we record in writing). To ensure efficiency and cost-effectiveness, part, or all your instructions may be delegated to other professionals within our firm. We do not offer taxation advice or advice on the quality of any conveyancing or commercial investments. For such matters, we may refer you back to your own tax advisor or investment advisor.

Unless otherwise we agree in writing, we will not:

1.  Remind you of dates (eg PPSR, lease, consent or term loan expiry dates); or

2. Update advice after it has been given.

Communications

We will obtain from you the contact details, including email addresses, your postal address and telephone numbers. We may provide documents and other communications to you by email (or other electronic means). You are responsible for advising us of any changes to your contact details.

We will periodically update you on the progress of our engagement and will notify you of any significant or unexpected delays, changes, or complications in the work being undertaken. You may request a progress report at any time.

Compliance

We are obliged to comply with all laws applicable to us, including (but not limited to): Anti-money laundering (AML) and countering financing of terrorism (CFT) laws; tax laws and client reporting obligations. We may need to undertake customer due diligence on you, your representatives, and other relevant parties such as beneficial owners and controlling persons. We may not begin, or continue acting until this process is completed.

We may be required to share information about you with third parties (such as government agencies) for compliance purposes. In certain cases, we may not be permitted to inform you of this disclosure. Please ensure that you and/or any of the persons described previously are aware of and consent to this. It is important to ensure that all information provided to us is accurate.

You may terminate the engagement provided that you have paid all outstanding fees, including cancellation fees. We may end our engagement or refuse to act if;

• the information required is not provided, or considered by us to be potentially inaccurate, misleading, or in contravention of any law;

• instructing us to act in breach of our professional obligations;

• not paying the fees;

• not providing us with instructions or required information within reasonable and necessary timeframes;

• acting against our advice in a way that we consider reckless or inconsistent with our professional obligations.

Fees

Fees will be charged hourly on the basis that they will be fair and reasonable, regarding the circumstances of the matter and the nature of our work. Although time and resources involved will be important factors, other considerations such as the results achieved and the urgency, level of skill/expertise, complexity, responsibility and specialist knowledge required. All fees are determined in accordance with the guidelines set out by the New Zealand Law Society.

If a fixed fee is agreed upon in the letter of engagement, it applies only to the defined scope of services that would normally apply. Any other work which falls outside of that scope will be charged hourly. We will advise you as soon as reasonably practicable if there becomes a need to provide services outside of the agreed scope. Unless otherwise stated, our stated rates and any estimates of cost do not include goods and services tax (GST) and disbursements.

GST is charged as and when required by law. Disbursements include expenses such as travel and accommodation costs, registration and filing costs, court charges, fees of agents, experts and other professionals and similar. These are charged on at the amount charged to us.

In addition to disbursements, we may charge Administration Fees to cover out of pocket costs which are not included in our fee, and which are not recorded as disbursements. Some examples of these items are photocopying and printing, postage, and phone calls. We may need to charge AML Fees to perform due diligence on you and any additional persons in order for us to comply with our legal obligations in respect of compliance under the Anti-Money Laundering and Countering Financing of Terrorism Act.

We will send interim invoices to you, usually monthly, and/or on completion of the matter, or termination of our engagement. We may send you invoices more frequently when we incur a significant expense or undertake a significant amount of work over a shorter period of time.

Payment of our invoices are to be paid within 10 days of invoice unless otherwise arranged with us. We may require interest to be paid on any amount which is overdue. Interest of 15% per month may be charged on overdue amounts, and you will be liable for any collection costs. We may also suspend work or withhold your documents until all fees are paid in full. We may ask you to pre-pay an amount to us, or to provide security for expenses and our fees. We will have your authority to draw on the amounts paid towards our fees and expenses, as they become due.

If any of our invoices to you becomes overdue, we may choose to not perform any further work for you until all unpaid invoices are paid in full, and or retain custody of any of your property (including documents or files) until all unpaid invoices are paid in full.

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 to us in accordance with these Terms if the third party fails to pay us.

Fees, hourly rates, disbursements, administration fees, AML fees may change from time to time without notice.

Estimates, Quotations and Rates

Any provided estimate or quote by us are based on assumption that:

• your instructions are complete and accurately describe our role;

• the matter will proceed and be completed in the manner anticipated in your instructions and within any indicated, or a normal, timeframe;

• you will provide any information or instructions we require to do our work in a timely and efficient manner;

• no unforeseen impediments will arise and require additional work;

• all parties and other advisers involved in the matter will be co-operative and will not be unreasonable; and

• any third party or regulatory consents or approvals will be given in a timely manner and will not involve protracted negotiations.

Unless specified otherwise by us in writing, GST, disbursements and administration fees are excluded from any estimate, quotation, schedule of rates or other indication of fees. Any breakdown of costs we provide to support our estimate or quotation is indicative only and we can adjust any component of such breakdown.

Any work you ask us to do outside the scope of our estimate or quotation will be charged for separately. This includes supplementary reporting or explanations, and any additional work we do because any of our assumptions are not correct. We will do our best to advise you in the event any of the assumptions underlying an estimate or quotation are no longer valid.

Trust Accounting

We operate a trust account. All money received from you or on your behalf will be held to your credit in our trust account.

Payments out of the trust account will be made either to you or to others with your authority. Written 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. 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, or a signed authority from you including the bank account details, or a signed letter from the relevant financial institution providing bank account details.

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 or upon your request.

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 in the interest bearing deposit account with a bank registered under section 69 of the Reserve Bank of New Zealand Act 1989, 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 interest bearing deposits, less withholding tax and an interest administration fee payable to us of 5% of the interest, will be credited to you.

Foreign Law matters

We are only qualified to provide advice on New Zealand law. If we provide any advice or assist you in respect of matters governed by foreign law, we do so on the basis that we do not accept any responsibility in relation to your legal position under that foreign law.

Conflict of Interest

We are obliged to protect and promote your interests to the exclusion of the interests of third parties and ourselves as set out in the Lawyers and Conveyancers Act (Lawyers: Conduct and Client Care) Rules 2008 (Rules). This may result in a situation arising where we have a conflict of interest.

We have procedures in place to identify and respond to conflicts of interest or potential 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

Confidentiality and Privacy

Client confidentiality is of paramount importance to us. We will not disclose any of your confidential information to any other person to the extent necessary or desirable to enable us to carry out your instructions or as expressly or impliedly agreed by you.

We will not disclose to you any confidential information obtained from another client or prospective client, unless required by Law or by the Rules of Conduct (Chapter 8), as necessary to protect our interests in respect of any complaint or dispute.

Any confidential information we collect and hold about you will be kept at our offices and/or at secure file storage sites (including electronic file storage sites) elsewhere. If you are an individual, you have the right to access and correct this information. If you require access, please contact us at: admin@mylegal.nz

We may disclose your name and address to third parties such as credit agencies to perform a credit reference or to undertake credit management or collection processes if it is reasonable to do so.

The Financial Transactions Reporting Act 1996 requires us to collect from you and to retain information required to verify your identity. We may therefore ask you to show us documents verifying your identity (such as a passport or driver’s licence). We may retain copies of these documents. We may perform such other customer verification checks as to your identity and checks as to the source of any funds associated with any transaction to which the Services relate as we consider to be required by law.

Documents, Records, and Information

You may leave documents in our possession after conclusion of your matter. However, normally we destroy our files 7 years after a matter is completed. If you do not wish to retrieve your documents within that period, we have your authority to destroy them.

We will provide you on request copies or originals (at our option) of all documents to which you are entitled under the Privacy Act 1993 or any other law. We may charge you our reasonable costs for doing this. 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.

We own copyright in all documents or work we create in the course of performing the Services but grant you a non-exclusive license to use and copy the documents as you see fit for your own personal or commercial use. However, you may not permit any third party to copy, adapt or use the documents without our written permission.

Termination

You may terminate this agreement at any time. We may terminate this agreement in the circumstances permitted by the NZLS Rules. You must pay us for all work we provide, and all expenses we have incurred, up to the date of termination.

Limitations on Our Liability

To the extent allowed by law, our aggregate liability to you (whether in contract, tort, equity or otherwise) in connection with our Services is limited to the amount available to be payable under the Professional Indemnity Insurance held by the firm. Our professional indemnity insurance meets or exceeds the minimum standards specified by the Law Society. We will provide you with particulars of the minimum standards upon request.

Lawyers’ Fidelity Fund

The Law Society maintains the Lawyers’ Fidelity Fund for the purpose 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 and Conveyances 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 Limitation of Liability.

Feedback and Complaints

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, we have feedback and complaints procedures that are designed to ensure that any complaint is dealt with promptly and fairly.

If you have any complaint about our services or charges, please talk directly to the person responsible for your work.

If you do not wish to talk to that person about your complaint, or you are not happy with that person’s response to your complaint, you may further your complaint to the director Mayuan Si.

07 838 0668

mayuan.si@mylegal.nz

PO Box 21066, Rototuna, Hamilton 3256, New Zealand

If your complaint is still unresolved, the New Zealand Law Society also maintains a complaints service and you can make a complaint to that service by calling 0800 261 801, or the send a letter to the below address or web links.

Lawyers Complaints Service PO Box 5041, Lambton Quay, Wellington 6140, New Zealand

www.lawsociety.org.nz/for-the-community/lawyers-complaints-service/how-to-make-a- complaint

www.lawsociety.org.nz/for-the-community/lawyers-complaints-service/concerns-form

Client Care and Service Information

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.

• Provide you with 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.

• Let you know how to make a complaint and deal with any complaint promptly and fairly.

Obligations lawyers owe to clients are described in the Rules of Conduct and Client Care for Lawyers. Those obligations are subject to overriding duties, including duties to the courts and to the justice system. If you have any questions, please visit lawsociety.org.nz or call the New Zealand Law Society on 0800 261 801.