Terms of Engagement

1.1 “Client” in these Terms means the person or persons named as such in the accompanying letter. Where more than one such person is so named, each such person is jointly and severally responsible for the obligations owed to us.

1.2 The Client represents and warrants that it has full authority to give instructions on its own behalf and on behalf of any other person or entity that may have an interest in the matter.

1.3 No third party shall have any right to enforce any provision of these Terms under the Contracts (Rights of Third Parties) Ordinance or otherwise.

2.1 We are authorised to retain, on behalf of the Client, such counsel, experts, and other professionals as we may consider appropriate for the proper conduct of the engagement. Their fees and expenses shall be the responsibility of the Client.

2.2 Any legal opinions rendered by counsel shall be retained within the firm’s records as part of the Client file.

3.1 It is our policy not to accept a general retainer. We reserve the right to decline any particular matter where we consider there is, or may be, a conflict of interest or for any other reason.

3.2 Where you require work to be undertaken, we may request that you place us on retainer before commencing work, in such amount as we may reasonably determine.

4.1 We shall have absolute discretion as to which partners, associates, and other staff members shall work on the Client’s matter, and we may re-allocate work as we consider appropriate from time to time.

5.1 Our fees are generally calculated on the basis of the time spent by each fee earner at our standard hourly rates, which vary depending on the seniority and experience of the relevant individual.

5.2 Hourly rates may be subject to weighting to reflect factors such as urgency, novelty, complexity, and the value of the matter to the Client.

5.3 We reserve the right to amend our hourly rates from time to time upon reasonable notice to the Client.

6.1 In addition to fees, the Client shall be responsible for all costs and expenses properly incurred on the Client’s behalf, including but not limited to messengers, faxes, legal research, printing, travel costs, transcripts, and other disbursements.

6.2 Value Added Tax (VAT) shall be payable where applicable at the prevailing rate.

7.1 We reserve the right to require the Client to make payments on account of fees and costs before work is commenced or continued.

7.2 Any deposit paid on account which is refundable shall be refunded upon termination of the engagement after settlement of all outstanding fees, costs, and disbursements.

7.3 We shall have a lien over any documents, monies, or other property held on the Client’s behalf for unpaid fees and costs.

8.1 We shall render periodic statements to the Client showing fees incurred, costs disbursed, and any balance outstanding.

8.2 Bills are denominated in United States Dollars (USD) and are due and payable upon receipt.

8.3 Payment shall be made by cheque or electronic transfer. We do not accept cash payments.

8.4 Any query regarding a bill must be raised within 14 days of receipt of the bill.

8.5 Interest shall accrue on overdue amounts at the rate of 2% per annum above the Hang Seng Bank HK$ Prime Rate, compounded monthly after 30 days.

9.1 Either party may terminate the engagement by written notice to the other.

9.2 Notwithstanding any other provision, we may terminate the engagement where the Client fails to pay any bill, where there is a conflict of interest, or where continued representation would breach any professional duty.

9.3 Upon termination, the Client shall remain liable for all fees, costs, and disbursements incurred up to the date of termination.

10.1 Any complaint concerning the engagement or the handling of any matter should in the first instance be addressed to the relevant partner or director responsible for the matter.

11.1 The Client acknowledges that we may represent clients in matters that are not substantially related to the Client’s engagement, even where such other clients compete with or are adverse in interest to the Client.

11.2 Notwithstanding the foregoing, we shall not represent any client in any matter where the Client’s material confidential information would be used to the Client’s prejudice.

12.1 We shall retain Client files for a period of 10 years after the conclusion of general matters, and 6 years for litigation matters.

12.2 Upon written request, original records may be returned to the Client at the Client’s cost and risk.

13.1 Any documents, deeds, or other instruments held by us on behalf of the Client are so held at the Client’s risk. We shall not be responsible for the loss or destruction of such items, whether or not such loss is attributable to our negligence.

14.1 Personal data is collected for the following purposes:

• the provision of legal services;
• compliance with Know Your Client and Anti-Money Laundering obligations;
• business development;
• marketing communications.

14.2 The Client has the right to opt out of receiving marketing communications at any time by written notice.

15.1 Client data is processed centrally within the firm. It may be accessed by affiliated entities where necessary for the proper conduct of the engagement.

15.2 Affiliates may include, for example, Quality Law Services, which provides ancillary support services to the firm.

16.1 Data may be disclosed to third parties where reasonably required for the provision of legal services, including counsel, experts, and co-counsel.

16.2 Data may also be disclosed to regulators, auditors, professional advisers, and other parties where required by law or professional obligation.

17.1 The engagement is subject to our intake procedures, which include verification of identity and source of funds.

17.2 The Client undertakes to disclose all natural persons having any interest in the matter or in any entity instructing us.

17.3 We reserve the right to discontinue the engagement if the information provided is not satisfactory or if we are unable to conduct our due diligence.

18.1 The Client acknowledges the risks associated with the use of electronic communication, including the risk of interception, misdirection, and unauthorised access.

18.2 Our email systems may be monitored in accordance with our internal policy and applicable legal requirements.

19.1 We make no promise or guarantee as to the outcome of any case or matter. Our advice constitutes professional judgement based on the existing facts and the law; the ultimate result may be affected by factors beyond our control, including the conduct of the courts, regulators, or opposing parties.

20.1 We are permitted to advise on the laws of the Cayman Islands and England & Wales only.

20.2 We do not advise on non-legal matters. Where the Client requires advice on tax, accounting, regulatory, or other non-legal matters, the Client shall be responsible for obtaining such advice from appropriately qualified professionals in the relevant jurisdiction.

20.3 Where advice is required in a jurisdiction in which we are not permitted to practise, the Client must instruct local counsel.

21.1 Our advice is based on the law and practice in force as at the date the advice is given.

21.2 We have no obligation to update our advice to reflect subsequent changes in law, regulation, or judicial interpretation, unless specifically agreed in writing.

22.1 Our role is limited to responding to the Client’s instructions. We shall not be required to undertake independent investigation or verification of factual matters unless specifically instructed.

22.2 We may rely upon assumptions provided by the Client or by other parties without independent verification.

23.1 We shall perform our services with the standard of care of a reasonably competent lawyer practising in the relevant jurisdiction.

23.2 Notwithstanding any other provision, we shall not be responsible for:

• (a) any matter outside the scope of our engagement;
• (b) any matter in respect of which we were not instructed or which we were not requested to advise upon;
• (c) the acts or omissions of any third party, including counsel and experts instructed by us;
• (d) any loss arising from the Client’s failure to provide accurate or complete information; or
• (e) consequential, indirect, or punitive loss, howsoever arising.

24.1 We shall not be liable for any failure or delay in the performance of our obligations resulting from acts of God, fires, floods, wars, civil disturbances, governmental action, pandemics, or any other cause beyond our reasonable control.

25.1 The Client shall indemnify us against all losses, damages, costs, and expenses reasonably incurred as a consequence of any failure by the Client to perform its obligations under these Terms or under any specific instructions.

26.1 These Terms shall be governed by and construed in accordance with the laws of Hong Kong.

26.2 The courts of Hong Kong shall have exclusive jurisdiction in respect of any dispute arising out of or in connection with these Terms.

26.3 In any such dispute, the prevailing party shall be entitled to recover its legal fees and costs from the non-prevailing party.

27.1 No delay or failure by us in enforcing any provision of these Terms shall constitute a waiver of that provision or of any other provision, nor shall it affect our right to enforce such provision subsequently.