PRESTON ROWE PATERSON – TERMS & CONDITIONS
General Terms and Conditions
Explanation
1. The following Terms & Conditions are the standard terms and conditions that apply to all Services provided by Preston Rowe Paterson Australasia Pty Ltd, Preston Rowe Paterson New Zealand Services Limited and our Franchise Entities, Associate Entities, and Related Bodies Corporate (Preston Rowe Paterson).
2. These Terms & Conditions form part of the appointment of Preston Rowe Paterson by the Client to provide the Services.
3. The following Terms and Conditions are the Standard Terms and Conditions that apply to all Valuation or Valuation Services provided by Preston Rowe Paterson unless you are a Registered Bank or Non Bank Lender. These terms are also available on our website www.prpnz.nz
4. The Valuation and all Services are provided by Preston Rowe Paterson subject to these Terms & Conditions, which includes a limitation of liability clause. The Client and Valuer agree that these Terms & Conditions apply to all work done by the Valuer for the Client, and that these Terms & Conditions will prevail in the event of any inconsistency between these Terms & Conditions and any quote template, letter of instruction or other document relating to the Valuation or Services.
Definitions
5. The following definitions apply to these Terms & Conditions and the provision of our Services:-
‘Associate Entity’ has the meaning given to it in the Companies Act 1993;
‘Client’ means the party that receives the benefit of the Services;
‘Client IP’ means Your pre-existing or independently developed intellectual property rights.
‘Director’ means a Director noted on the New Zealand’s Companies Office records for Preston Rowe Paterson.
‘Disbursements’ means out-of-pocket expenses such as travel and accommodation costs, Title searching costs, Costs associated with procuring expert reports or certificates of compliance from relevant professionals or authorities, which may be required to assist in ascertaining the value of the property.
‘Fee’ means the amount agreed to be paid for the Services by You as set out in the Quotation.
‘Franchise Entity’ means any entity that has signed a franchise agreement with Preston Rowe Paterson Australasia Pty Ltd including, but not limited to, the list of entities in Schedule 1.
‘Parties’ means You and/or Us as the context dictates.
‘PRP IP’ means all documentation, reports, certificates, diagrams, data procedures, plans, methodologies, libraries and techniques and other materials provided by Preston Rowe Paterson to You under these Terms & Conditions, or used by Preston Rowe Paterson in providing the Services, but excludes any Client IP.
‘Quotation’ means the written quote provided by Us in relation to the Services.
‘Related Bodies Corporate’ has the meaning given to it in the Companies Act 1993;
‘Relevant Date’ means the specific date that Our opinion is stated to apply where We are instructed to value at a specific date other than the date of inspection.
‘Services’ means the Valuation, Valuation Services, asset management, property management, facilities management or consultancy services or advice provided by Us pursuant to these Terms & Conditions and the Quotation.
“Solicitor Loan” means any loan of money on mortgage security arranged, controlled, managed, broked or otherwise induced by a solicitor or firm or partnership of solicitors.
“Terms & Conditions” means these Preston Rowe Paterson – Terms & Conditions.
“Valuation” shall include a valuation, Valuation Services, or feasibility study, made or given in relation to any real or personal property, freehold or leasehold property, asset, liability or item or items of plant and machinery, proposed development, infrastructure, carbon, water or native title property right, business, fixtures, fittings or other property;
‘Valuation Date’ means, in relation to any Valuation or Valuation Services, the date of inspection or the specific date as at which Our opinions are stated to apply (the Relevant Date).
“Valuation Services”, shall include any oral or written advice, opinion, recommendation or statement communicated to the Client by Us consequent upon or incidental to the request for a Valuation;
“Valuer” means any Franchise Entity that performs a Valuation or Valuation Services for the Client, including that entity’s directors, agents, employees, consultants, sub-consultants and / or related legal entities.
‘We’, ‘Us’, ‘Our (s)’ means Preston Rowe Paterson and any of associated entities, our employees, contractors, servants and agents;
‘You’, ‘Your’ means the Client and also refers to any person that is involved in engaging Us to perform the Services as noted on the Quotation.
Quotation and Scope / Purpose of Services
6. Prior to commencing work, We will provide you with a Quotation that sets out:
a. who our Services are for
b. the purpose for which the Services are being provided; and
c. the fee You are required to pay.
Limitation of Liability – Valuation
7. If We are providing you with a Valuation, the following clauses apply:
a) You agree that any liability we have to You (whether arising under contract, common law or statute) in relation to any loss you suffer that is in any way related to or connected with the Valuation, is limited to the fee You have paid for the Valuation.
b) We agree that any liability You have to Us (whether arising under contract, common law or statute) in relation to any loss We suffer that is in any way related to or connected with the Valuation, is limited to the fee You have paid for the Valuation.
c) You agree that We only owe a duty of care to the Client named in the Valuation report and to no other person.
d) You agree and warrant that You will not (and will not permit any other person) to use the Valuation for any purpose, other than the purpose stated in the Valuation and that You will not pursue any claim against Us for any loss You suffer because You have used Our advice for any other purpose;
e) You will keep this report confidential, unless otherwise agreed by Us in writing;
f) All instructions and subsequent information supplied by You contain a full and frank disclosure of all information that is relevant to Our provision of the Services. You accept all risk and any loss that might occur should you withhold any relevant information from Us;
g) All third-party expert or specialist reports provided to Us by You for the purpose of Us providing the Services are provided with the authority of the authors of those reports.
h) You will fully indemnify Us for and in respect of all loss, liability, costs and expenses of whatsoever kind (whether arising under contract, common law or statute) which We may suffer or incur arising from or in any way connected with any breach by You of these Terms & Conditions, including any breach of your obligations under clause 20 (Artificial Intelligence). This indemnity shall include but not be limited to loss, liability, costs and expenses which We may suffer or incur in respect of any claims (including third-party claims), actions, proceedings, disputes or allegations made against Us or to which We are a party.
8. You agree that this limitation of liability extends to all Our directors, employees and contractors. Every right, immunity, exemption and limitation in these Terms & Conditions available or applicable to Us shall also be available and shall extend to every employee, contractor, servant or agent of Ours.
9. No employee, contractor, servant or agent of Ours or any other person has any power to waive or vary any of these Terms & Conditions unless such waiver or variation is in writing and signed by one of Our Directors.
Limitation of Liability – All Services
10. The Services are provided by Us solely for the use of the Client. You agree that neither the whole nor any part of Our Services or the substance of any of Our Services may be communicated to any third party (whether by way of inclusion in a document, circular, statement, prospectus, Product Disclosure Statement (PDS), public offer document or otherwise) without first obtaining the written consent of one of Our Directors. Such consent will be provided at Our absolute discretion and on such conditions as We may require including that a copy of these Terms & Conditions must be provided to such third party. This clause shall not apply to persons noted as Clients in Your prior instruction to Us or in the Quotation provided. You are obligated to provide any such recipient with a copy of these Terms & Conditions.
11. If You release any part of our advice without Our written consent, You agree:
(a) to inform the other person of the terms of Our consent; and
(b) to indemnify Us for any loss resulting from your failure to comply with clause 11(a) above. We have no responsibility to any other person even if that person suffers damage as a result of any other person receiving the Services.
12. You agree that We do not and will not assume any responsibility to any person other than the Client for any reason whatsoever including, without limiting the generality of the foregoing, for breach of contract, negligence (including negligent mis-statement) or willful act or default of itself or others by reason of or arising out of the provision of the Services and notwithstanding that any damages have been suffered or incurred by that person as a result of the provision of this Valuation or those Valuation Services to the Client or the use of either of them (or any part of either of them) by the Client for any purpose whatsoever.
13. You agree that any liability We have to You (whether arising under contract, common law or statute) in relation to any loss you suffer that is in any way related to or connected with the Services, is limited to a multiple of 1 x the fee You have paid for the Services as specified in the Quotation. We also agree that any liability You have to Us (whether arising under contract, common law or statute) in relation to any loss We suffer that is in any way related to or connected with the Services, is limited to a multiple of 1 x the fee You have paid for the Services as specified in the Quotation.
Amendments to Our Services
14. You agree that We reserve the right to reconsider or amend the Fee set out in Our Quotation to You, if we identify information or facts that were not provided to Us at the time of quoting that reveal that the task is much greater than we initially anticipated from the information you provided.
15. In such circumstances, once We have identified additional issues that necessitate additional work, we will advise you of the additional fees for additional time required to complete the task.
Intellectual Property
16. All PRP IP remains the property of Preston Rowe Paterson.
17. Nothing in this agreement assigns any intellectual property rights in PRP IP to You.
18. We only grant you a non-exclusive licence to use the PRP IP solely to carry out the purpose for which the advice was provided.
19. You authorise and license Us to incorporate the Client IP within Our report(s).
Artificial Intelligence
20. You warrant that under no circumstances shall any Valuation, Valuation-related data, calculation, working file, draft, or other materials (whether raw, processed, or derived) provided to You in connection with these Terms and Conditions (collectively, “Valuation Materials”) be:
(a) inputted into, submitted to, processed by, or exposed to any artificial intelligence system, tool, model, software or service (including but not limited to large language models, machine learning systems, predictive analytics tools, or automated decision-making platforms), whether proprietary, open source, hosted, or publicly available (“AI Systems”);
(b) used to train, fine-tune, test, or otherwise develop any AI System;
(c) stored in any location, platform or service that permits or enables AI System access, ingestion, or processing (including cloud platforms with embedded AI features); or
(d) disclosed in any manner (including through queries, summaries, or uploads) to third-party AI Systems, or to persons using AI Systems, regardless of whether such disclosure is direct or incidental.
Important Disclaimer-This Report Is Not To Be Used For Lending Purposes
21. This report does not express any opinion that can be relied upon for lending purposes, as this report is not suitable for that purpose.
We have a different fee structure and strict protocols for valuations done for lending purposes that we have not followed in preparing this report.
Pursuant to International Valuation Standards, a valuation report for lending purposes must address a range of issues and risk factors which relate to the suitability of the subject property as mortgage security for a loan. We have not addressed those issues in this report and do not in any way represent, that the assessed value is suitable for any lending transaction.
We again emphasise that our opinion set out herein, is only to be relied on by the named reliant party and only for the purpose described in this report.
We specifically disclaim any responsibility of any kind, to the use of our opinion by anyone else
Other Qualifications, Assumptions & Conditions Precedent
22. We may also make other qualifications, assumptions and conditions precedent relating to:-
(a) Land contamination and environmental risk;
(b) Town Planning Information;
(c) Town Planning and Development Controls and Consents;
(d) Title including Notifications on Title such as Easements, Caveats, Restrictions and other dealings;
(e) Building Areas; (f) Building Structural Integrity;
(g) Building Compliance with the New Zealand Building Code;
(h) Pest Infestation; (i) Leases, Licenses and Tenancies;
(j) Plant and Equipment within Buildings;
(k) The veracity of and sources of Sales and Letting Information and Transaction Data;
(l) The nature of forecasting, future value assessment and discounted cash flow analysis;
(m) The basis of Value where access to the property is restricted; and
(n) Whether or not the property has been completed where a development.
23. You agree that we will include property specific qualifications, assumptions and conditions precedent within Our reports as circumstances require. Furthermore You agree that it is Your responsibility to carefully read and consider these qualifications, assumptions and conditions precedent and discuss them with Us if they cause You any concern.
24. We note for the purposes of the instructed valuation, assessment or consultancy assignment that We have assumed that the property conforms to all legislative requirements including the Resource Management Act 1991, the New Zealand Building Code, the Building Act 2004, the Health and Safety at Work Act 2015, the Fire Safety and Evacuation of Buildings Act
1992, the Disabled Persons Community Welfare Act 1975, and Historic Places Trust registration; and any other relevant legislation and regulations. Unless otherwise stated in our written advice, We have not obtained a Land Information Memorandum (LIM) or Property Information Memorandum (PIM) for this property. We reserve the right to review our opinion of value or assessment, should a Land Information Memorandum (LIM) or Property Information Memorandum (PIM) or any other information of the Territorial Local Authority (TLA) property file confirm any non conformance with applicable legislation.
Payment Terms
25. In consideration for the performance of the agreed Services, the party invoiced promises to pay PRP the total fees and disbursements (excluding any Deposit paid) set out in the invoice provided, within 14 days of the issuance of an invoice by PRP (A full GST invoice with payment options will be emailed separately to the applicable party at the same time the assignment is completed/submitted) unless otherwise dealt with in the Quotation. We reserve the right to submit interim invoices for our fees and disbursements incurred in preparing our advice, where it is considered necessary to do so. Fees that remain unpaid for a period of 30 days or more can/will attract an administration charge of 2% of the total of the invoice calculated per month or part thereof. Unpaid accounts of over 90 days can/will be passed to Our collection agency and all debt collection costs and all legal and related costs incurred in the recovery of any unpaid account will be charged to the invoiced party in addition to the outstanding amount. You agree that You are instructing Us to provide You with Our opinion regarding a property/properties. While We will be happy to discuss Our findings with you, should You disagree with Our opinion Our fees will remain payable as per the terms advised above;
26. Where the invoiced party is an individual, they accept personal liability to pay the total fees and disbursements including GST as set out in in our invoice. Where the invoiced party is in joint names – they accept they are jointly and severally liable to pay the total fees and disbursements including GST as set out in in our invoice. Where the invoiced party is an entity, the person instructing PRP on the invoiced entities behalf, confirms they are authorised to do so and the entity accepts that the individual Director(s) and or Shareholder(s) and or Trustee(s) and or Partner(s) are personally and or jointly and severally liable to pay the total fees and disbursements including GST as set out in in our invoice. Should the person instructing PRP on the invoiced individual(s) or entities behalf not be authorised to do so, they agree to be personally liable to pay the total fees and disbursements owing in the event of the invoiced party failing to pay.
Surviving Terms
27. You agree that every right, immunity, exemption and limitation or liability in these Terms & Conditions shall continue to have its full force and effect in all circumstances notwithstanding any breach of contract or the Terms & Conditions hereof by Us or any person entitled to the benefit of these Terms & Conditions;
Severability
28. You agree that if any provision or any part of a provision in these Terms & Conditions is unenforceable for any reason whatsoever, such unenforceability shall not affect any other part of such provision or any other provision of these Terms & Conditions.
Complaints
29. You are advised that Preston Rowe Paterson has a Complaints Handling Procedure (CHP) which is designated in our Quality Management System.
30. You agree that, should you have any concerns regarding the content of these Terms & Conditions, it is your responsibility to inform us of these concerns in accordance with our CHP.
SCHEDULE 1: LIST OF PRP FRANCHISE ENTITIES
• Preston Rowe Paterson Tauranga Limited
• Preston Rowe Paterson Auckland Limited
The Client acknowledges that Preston Rowe Paterson may enter into further franchise agreements. On signing of these franchise agreements, the counterparty to the franchise agreement will immediately be deemed to be a Franchise Entity for the purposes of this PVA, and any Valuations or Services provided by such entity will be governed by these Terms & Conditions. Preston Rowe Paterson New Zealand Services Proprietary Limited will use reasonable endeavours to notify the Client in writing of the additional Franchise Entity that is providing a Valuation of Services under this PVA.