Terms and Conditions – Registered Banks
Explanation
1. The following Terms and Conditions are the Standard Terms and Conditions that apply to all Valuation or Valuation 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). They apply to any client that lends money, that is a Registered Bank.
2. These Terms and Conditions form part of the appointment of Preston Rowe Paterson by the Client to provide the Valuation or Valuation Services.
3. 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 and Conditions and the provision of Our Valuations, Valuation Services and 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.
– ‘Confidential information’ means information that:
a. Is by its nature confidential;
b. Is designated by Us as confidential;
c. You know or ought to know is confidential; and Includes, without limitation;
d. Information comprised in or relating to any of Our intellectual property in the Services or any reports or certificates provided as part of the Services; and the Quotation / scope of works which We have provided to You.
– ‘Date Of Valuation’ 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).
– ‘Director’ means a Director noted on the New Zealand Companies Office records for Preston Rowe Paterson.
– ‘Disbursements’ mean 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.
– ‘Registered Bank’ means a bank authorised, regulated and supervised by the Reserve Bank of New Zealand
– ‘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, or consultancy services or advice provided by Us pursuant to these Terms & Conditions and the Quotation.
– ‘Terms & Conditions’ means these Preston Rowe Paterson – Terms & Conditions.
– ‘Valuation’ shall include a Valuation Report, 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’ means the asset management, property management, facilities management and shall include any Consultancy Service by way of oral or written advice, opinion, recommendation or statement communicated to the Client by us.
– ‘Valuer’ means the individual valuer that has undertaken the Valuation or Valuation Services.
– ‘We’, ‘Us’, ‘Our (s)’ means Preston Rowe Paterson, Our employees, contractors, servants and agents.
– ‘You’, ‘Your’ means the Client engaging Us to perform the Valuation or Valuation Services.
Quotation and Scope / Purpose of Services
6. Prior to commencing work, We will provide You with a Scope of Work/Quotation that sets out:
a. who the Valuation or Valuation Services is for;
b. the purpose for which it is being prepared.
c. the fee You are required to pay
7. You agree that:
a. You will not use any advice We provide for any purpose other than as stated in the Quotation;
b. You will not pursue any claim against Us for any loss You suffer because You have used Our advice for any other purpose;
c. You will keep this report confidential, unless otherwise agreed by Us in writing.
Your Obligations to Us
8. If We are providing you with a Valuation, the following clauses apply:
a. You agree that We only owe a duty of care to the Client named in the Valuation report and to no other person.
b. 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;
c. You will keep this report confidential, unless otherwise agreed by Us in writing;
d. 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;
e. 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.
f. 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.
10. 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.
Amendments to Our Services
11. 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.
12. 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
13. All PRP IP remains the property of Preston Rowe Paterson.
14. Nothing in this agreement assigns any intellectual property rights in PRP IP to You.
15. 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.
16. You authorise and license Us to incorporate the Client IP within Our report(s).
Mortgage Valuations
17. Where the Services are provided for mortgage purposes, You agree that You will not use the Valuation or Valuation Services where the property:
a. is used as security other than by first registered mortgage;
b. is used as part of a group of securities (except where the property forms part of a trust); or
c. is used as security for more than one loan.
18. Any wavier of this requirement must be approved in writing by one Our Directors.
19. We will not accept any liability or responsibility to second or subsequent mortgagees whom have not instructed Us.
20. The Australian & New Zealand Valuation and Property Standards require that, unless specifically requested by a lender, the valuation report should make no specific numerical recommendation or suggest the maximum loan amount expressed as a percentage of value. We consider that the subject property is suitable for First Mortgage lending subject to the risks identified in our report.
Length of Time Our Valuation or Valuation Services can be relied upon
21. Our Valuation and or Valuation Services are current at the Date of Valuation only. The value assessed in Our Valuation or Valuation Services may change significantly and unexpectedly over a relatively short period of time (including as a result of general market movements or factors specific to the particular property). We do not accept liability for losses arising from such subsequent changes in value. Without limiting the generality of the above comment, We do not assume responsibility or accept any liability where the Valuation is relied upon after the expiration of ninety (90) days from the date of the Valuation, or such earlier date if You become aware of any factors that have any effect on the Valuation. Notwithstanding the above You accept that Our Valuation and or Valuation Services are current as at the Date of Valuation only and no representation or warranty is made as to the future value of the property.
Reassignment Policy
22. You acknowledge that We reserve the right, at Our absolute discretion, to determine whether or not to assign Our Valuation to any third party. Without limiting the extent of Our discretion, We may decline a request for assignment where:
a. the proposed assignee is not a major recognised lending institution (such as a bank or other lender regulated by the Reserve Bank of New Zealand Act 1989);
b. the assignment is sought in excess of 90 days after the date of valuation;
c. We consider that there has been a change in conditions which may have a material impact on the value of the property;
d. the proposed assignee seeks to use the valuation for an inappropriate purpose; or
e. Our Fee has not been paid in full.
23. Where We decline to provide an assignment, We may be prepared to provide an updated Valuation on terms to be agreed at that time.
24. In the event that You request Us to assign Our Valuation and We agree to do so, You authorise Us to provide to the assignee a copy of these Terms and Conditions, the original Quotation and any other document, including instructions provided by You, relevant to the scope of Our Valuation or Valuation Services.
25. We act for the parties to whom this Valuation is addressed to and only the parties identified in our report as ‘Client’, Prepared For’ and any ‘Other Intended User’ are entitled to rely on this Valuation.
We make no representations to any other party, including, specifically, the borrower and assume no responsibility to any other party in any way.
No other party must rely in any way on this valuation report, as its sole purpose is for use by the lender in assessing the value of the subject property for mortgage security purposes.
Specifically, no other party should rely upon the report for the purpose of deciding whether or not to enter into a transaction or to alter their financial position, or for the purpose of seeking finance from another party, as the report has not been prepared for any other party’s benefit or for any purpose other than assessing the subject property for mortgage security purposes.
We do not authorise the disclosure of the Valuation report to any third party and Our duty of care at law is owed only to the Client and no other party should anticipate having any legal recourse against us.
Artificial Intelligence
26. 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.
Other Qualifications, Assumptions & Conditions Precedent
27. 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.
28. 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.
29. 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 Act1992, 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
30. 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;
31. 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
32. 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
33. 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
34. You are advised that Preston Rowe Paterson has a Complaints Handling Procedure (CHP) which is designated in our Quality Management System.
35. 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