Standard Terms of Business

Andy Lau Law Office ("ALLO")

1. Introduction

These terms together with any engagement letter provided to you at the commencement of a matter set out the terms on which we accept instructions and charge for our services. If there is any conflict between these terms and the engagement letter, the engagement letter will take precedence. These terms may be updated or amended by us from time to time, and as such together with the engagement letter (collectively, the "contract") apply to the exclusion of all other oral and written terms in respect of work undertaken by us for you unless otherwise agreed by us in writing. Subject to the foregoing, the contract may not be amended unless agreed by us in writing.

Chinese versions of these terms are available on our website for reference purposes only. In the event of any conflict between the English and Chinese versions of these terms, the English version shall prevail.

In the event that any clause or part of any clause in the contract is found by any court of competent jurisdiction to be void or otherwise invalid or unenforceable for whatever reason then the contract shall be read as if the offending clause or part thereof had been deleted leaving the remainder thereof in full force and effect at all material times.

In these Terms of Business, "we", "us" or any permutation or combination thereof refers to Andy Lau Law Office ("ALLO"), the entity with which you enter into the engagement letter.

2. Persons Responsible for your Work

If required by applicable laws, rules or regulations, we will inform you of the principal who will be primarily responsible for your matter and any other staff involved. We reserve the right, when we consider it necessary, to assign other fee earners to handle any particular matter for you and will tell you if there is any change.

Such of our resources will be made available to the extent that we think fit so as to handle the matters for which we have been retained

3. Right to Withdraw Instructions

You have the right to withdraw any matter on which you instruct us by a notice in writing. Please note that a withdrawal of instructions will not relieve you of any liability for fees incurred since the time of our acceptance of your instructions to the time of withdrawal.

4. Acting for Joint Clients

If you instruct us jointly to act for more than one party, your execution of the engagement letter confirms that you wish us to represent all of you and: (i) authorises us to share any information we obtain from one of you with the others of you; (ii) confirms you understand that we may have to withdraw from representing some or all of you in the event of a conflict between or amongst you, unless the conflict can otherwise be resolved; (iii) in those circumstances, we may continue to act for some or all of the other clients; (iv) authorises us to take instructions from the person authorised to provide us with instructions in the engagement letter or if no such authorisation is specified, we will be entitled to rely on instructions given by any one of you on behalf of all of you and without the necessity to confirm such instructions with each of you.

Where we act for you jointly with others in a matter, we may disclose to all the parties we represent any confidential information we obtain from you and the content of our communications with you. To that extent, the advice we give will cease to be privileged as between you and the other clients.

Unless otherwise agreed in writing, you will remain jointly and severally liable for our fees even if you have made different arrangements with the other parties.

5. Third Parties

If we introduce or need to engage other professionals on your behalf (such as barristers, counsel, lawyers, overseas lawyers, accountants, expert witnesses or law costs draftsmen) whether in Hong Kong or abroad we will do so only with your previous approval and as your agent. We are not responsible for any act or omission of any such other professionals. We may also elect to have you retain such other professionals directly.

6. Fees

Our charges are calculated in accordance with the Legal Practitioners Ordinance which allows us to take into account a number of issues, such as the specialised skill and knowledge required; complexity and difficulty of the factual and legal issues involved; number and importance of documents prepared or perused; place and circumstances where business is transacted; time expended; value of the matter; urgency required; seniority of the professional staff engaged and the importance of the matter.

Applicable sales or services taxes will be added to your bill where appropriate.

At the outset of a matter we may agree the basis on which we will charge you. If there are arrangements concerning a fixed fee the same will be set out in our engagement letter. A fixed fee is a proposal by us to deal with a specified matter for a stated fee. If we undertake work outside the agreed scope or in the absence of any other agreement, we will charge you for our work at our prevailing hourly rates. We will provide you with a copy of our hourly rate schedule for our fee earners upon request. Hourly rates vary according to the level of experience and expertise of the lawyer involved in your work. Our hourly rates are subject to change from time to time and will apply to our engagement by you as revised from time to time.

Quotations, if any, are generally an estimate of our charges given only on the basis that (i) the information known to us at the time of the estimate; (ii) that there are no unforeseen timing or other developments that require us to undertake work beyond what is presently envisaged; and (iii) if circumstances arise which complicate or increase the complexity of the exercise or if we are required to travel or spend time outside Hong Kong, such estimates may have to be revised. The estimates are not binding upon us. Any fixed fee quoted by us to you shall only be binding on us if included in the engagement letter and shall, in any event, be subject to the terms of the contract.

It is our intention to render statements of account for services rendered and for any disbursements incurred on your behalf on a monthly basis unless the transaction is completed in a shorter time in which event we would render our account on completion of the transaction.

We will not assume any professional duties to anyone else who agrees to pay, or be otherwise responsible for paying, all or part of our bills, unless we agree this in writing. Even if we agree to accept payment from someone else, you will be liable to us for such bill in the event of non-payment.

Should a matter not be carried through to completion, we are entitled to charge you for work that has already been completed including any disbursements incurred.

7. Disbursements

In addition to being responsible for our fees, you shall also be responsible for reimbursement to us of all disbursements incurred on your behalf. In retaining us, you authorise us to incur disbursements which we consider necessary or appropriate for our representation of you. If we need to incur substantial non-routine disbursements such as travel expenses, translation fees, fees for other professionals, we will first seek your approval and consent. Disbursements may be included with our accounts for fees or may be billed for separately.

Routine disbursements include, but are not limited to, long distance telephone charges, deliveries, word processing charges, photocopying, printing, facsimile charges, postage and bank charges, etc. In respect of company searches and other clerical matters, we may render an additional charge per search or other service rendered.

8. Payment of Invoices

Unless otherwise agreed or specified in writing, all invoices will be issued for payment in HK dollars or US dollars and are due on delivery or presentment of the invoice. We will be entitled to charge interest for late payment at one per cent per month from the due date to the date of full payment.

Where payments have been made by you on dates and in amounts different from those agreed by us, and we suffer exchange rate losses in respect of the sums due, we reserve the right to charge additional amounts to cover our costs. Our base currency is Hong Kong dollars. If we agree to accept another currency in fees or if you pay us in a currency other than Hong Kong dollars and we suffer exchange rate losses when translating to Hong Kong dollars, we reserve the right to charge additional amounts to cover our costs.

For the purpose of the Legal Practitioners Ordinance, you agree that each particular invoice rendered to you is to be regarded as a separate and distinct invoice, notwithstanding that it may relate to any particular matter that is the subject of on-going instructions from you.

All payments to us shall be free of any deductions, including without limitation any withholding or other taxes or bank charges. Where there are any such deductions, you shall pay such additional amounts so that we receive each payment as if any such deduction had not been made.

Any amount which you may be obliged to pay to any governmental or tax authorities under the laws of the place of your incorporation / registration / business / residence including all and any withholding tax liabilities which may arise from this engagement, are to be paid in full by you and shall be your sole responsibility. We are not responsible for your tax liabilities nor are we responsible for reimbursing you for the same.

9. Payments on Account of Fees and Disbursements

We may require a payment in advance in respect of fees and disbursements. The amount of the payment in advance will be set forth in our engagement letter. If required by applicable laws, rules or regulations, we will place any such payments into a client account and apply them against future bills. We will not be responsible for any loss occurring out of any default on the part of the institution with whom such client account is maintained.

It may be necessary for you to provide and replenish this payment in advance at our request from time to time so that it is sufficient to cover the work which has been done and is not paid for as well as the work which remains to be done. Any unused portion of the payment in advance will be returned to you upon the completion or termination of our services.

No interest shall be payable in respect of monies deposited with us. Where we have rendered a final bill to you, but still retain money to be applied against future disbursements, we will not account to you for interest on such money. We may charge an administration fee for work undertaken in respect of money placed in any client accounts (generally to be at an hourly rate), which may be deducted against any interest on such money placed in any client accounts.

10. Papers Held by the Firm

We keep our files partly in paper form and partly in electronic form. On completion of a matter and the payment of our fees, we will return to you, at your request and at your expense, any original documents provided to us for the purposes of that matter which have not been filed, delivered or otherwise released on your behalf and any other papers to which you are entitled. We will retain all other papers but cannot undertake to retain files for any specific period of time. We will endeavour to keep all files after the completion of the matter or termination of our retainer. For various reasons, including the minimisation of unnecessary storage expenses, we reserve the right to destroy or otherwise dispose of any files or documents retained by us.

If we are required for any reason (whether during the course of a matter or after it has terminated) compulsorily to disclose documents or to give information orally or in writing relating to a matter or your affairs pursuant to a court order, notice or demand served by an entity or person with the authority to compel such disclosure, then we shall comply. We will be entitled to be paid for the costs of such compliance by you at our then existing hourly rates. If any documents or information are subject to professional privilege, we will let you know and advise you of the opportunity to waive privilege. If you decide not to waive privilege and this is challenged, we will be entitled to be paid by you for the costs incurred in preserving privilege on your behalf.

If, after a matter is closed, you ask us to retrieve any material belonging to you from the file, we will do so without charging you the direct cost of retrieval. However, we may charge you for time spent in complying with your request and answering any enquiries from you. We may also charge for delivery to you of any materials.

Unless you expressly ask us not to do so, we may from time to time place material relating to matters on which you instruct us on our knowledge management database, which is accessible only to personnel of our firm.

11. Files and Documents

We shall not be responsible to you for the retention of the files and documents relating to your matter after our engagement on your matter has concluded, and shall be entitled to dispose of the files and documents without reference to you, subject to our professional and legal obligations. Please request a copy of any file or document that you wish to retain prior to the conclusion of our engagement. Depending on the work and costs involved, charges may apply.

12. Our Liability

You agree by engaging us that you will not bring any claim arising out of or in connection with our engagement personally against any of our principals, partners, shareholders, directors or employees.

You also agree that in the particular circumstances of the services to be provided to you, including in particular those described in any engagement letter sent to you at the commencement of a matter together with these terms, our aggregate liability to you for losses for which we are liable at law shall not include any consequential or indirect loss (whether or not it might have been foreseeable at the commencement of the matter).

We do not accept any liability in respect of the advice or services provided to you by other professionals who we introduce to you or instruct on your behalf.

We also do not accept any liability for any loss or damage you or anyone else suffers by any actions we take, or any delay or failure or refusal to act, if done or made in good faith to comply with any anti-money laundering or sanctions law or regulation of any jurisdiction. We may delay or refuse to make any payment or transfer of monies or refuse instructions relating to the same if we determine it appropriate so as to comply with any anti-money laundering or sanctions law or regulation or related investigation. We do not accept any liability for any loss or damage you or anyone else suffers by actions taken by any financial institution with which we deal.

Where we are acting for more than one person, the limit of liability will have to be allocated among you. If this allocation is not expressly stated in the engagement letter, such allocation will be a matter entirely for you. If for whatever reason no such allocation is agreed by you, then you will not dispute the limit of liability on the grounds that no such allocation was agreed.

Our liability to you shall also be limited to that proportion of the loss or damage (including interest and costs) suffered by you which is ordered against us by a Court of competent jurisdiction after taking account of the contribution to the relevant loss and damage of any other person responsible and/or liable to you for such loss or damage.

In respect of non-contentious matters undertaken by us, our maximum liability to you for any one claim shall not in any circumstances exceed the aggregate amount of the indemnity cover that we have taken out from time to time under the Solicitors (Professional Indemnity) Rules in force at the date the limitation of liability is agreed. Any legal proceedings arising from, or in connection with, our engagement must be formally commenced by you within one year from the date of our agreement.

For the purpose of assessing such contribution of any other person, no account shall be taken of any limit imposed on the amount of liability of such person by agreement made before the loss or damage occurred.

The limitations and exclusions on liability in this section shall have no application to any liability for death or personal injury caused by our negligence or for any other liability which cannot lawfully be excluded or limited.

13. Anti-Money Laundering ("AML")

We are subject to various AML laws in Hong Kong, including without limitation the following ordinances:

The Drug Trafficking (Recovery of Proceeds) Ordinance

The Organised and Serious Crimes Ordinance

The United Nations (Anti-Terrorism Measures) Ordinance

In addition, The Law Society of Hong Kong has implemented its Practice Direction P with effect from 1st July 2008 in an attempt to counter money laundering and terrorist-related activities and practices through law firms in Hong Kong. Practice Direction P is a set of guidelines and mandatory requirements that all law firms in Hong Kong are required to follow when taking instructions from new and existing clients.

Under money laundering regulations, we are required to put in place procedures to prevent money laundering. In accepting your instructions your attention is drawn to anti-money laundering legislation in Hong Kong, such as the Organised and Serious Crimes Ordinance, and in particular Section 25A thereof which states that:

"(1) Where a person knows or suspects that any property – (a) in whole or in part directly or indirectly represents any person's proceeds of; (b) was used in connection with; or (c) is intended to be used in connection with, an indictable offence, he shall as soon as it is reasonable for him to do so disclose that knowledge or suspicion, together with any matter on which that knowledge or suspicious is based, to an authorised officer…."

If we know or suspect (or have reasonable grounds for suspecting) that a matter or transaction involves money laundering, we may in accordance with our statutory obligations and those procedures, make a notification of our knowledge or suspicions to an Authorised Officer. You should be aware that, depending on the circumstances, we may be precluded from seeking your consent or informing you that we have made a notification. You agree that we may make any notifications which we consider appropriate to comply with money laundering legislation and our anti-money laundering procedures. Provided that we act in good faith, we shall be entitled to do so whether or not we are under a legal duty to make the notifications in question.

The above obligation overrides any legal professional privilege or confidentiality that we may have to you. In such circumstances, since we would obviously have a conflict of interest with you, it would be necessary to withdraw from acting for you without being able to give any reason for doing so.

"Authorised Officer" means any police officer; any member of the Customs and Excise Service and any other person authorised by the Secretary of Justice for the purposes of the Ordinances including any officer of the Joint Financial Intelligence Unit, as stipulated by section 2 of the Drug Trafficking (Recovery of Proceeds) Ordinance and the Organised and Serious Crimes Ordinance, as well as any member of the Immigration Service and any officer of the Independent Commission Against Corruption, as stipulated by section 2 of the United Nations (Anti-Terrorism Measures) Ordinance.

Our Anti-Money Laundering Policy ("AML Policy") also requires us to conduct verification and "Know-Your-Client" procedures, and specifies how our client account may be used, amongst other things. The above requires us to verify the identity of clients and to conduct other background checks. We are required to retain records of the identification obtained. We may also be required to make detailed enquiries as to the source of funds being used in relation to transactions on which we advise and the beneficial owner of them. Where possible, we try to meet the verification requirements using information from public sources. However, we may need to ask you for (and retain) documents and other information for this purpose. We may delay commencing our work, decline to act or (if appropriate) cease to act if the verification requirements are not met to our satisfaction and within a reasonable period of time.

Any receipts into our client account which are not expected or which do not correspond to the particulars we have been provided may be retained pending further investigation or returned to the sender at our sole option. We may charge you in the normal way for work which we have to do and expenses incurred in relation to such investigations and/or returning of funds to the senders. Therefore we require advance notice of all receipts and the reasons for them.

14. Termination of Instructions

Once instructed, we will normally continue to act for you in the matter until its conclusion. If circumstances arise where it is appropriate for either of us to terminate our engagement, you will be responsible for our fees and disbursements up to the date of termination, and any fees and disbursements necessarily associated with our ceasing to act or the transfer of the work to another adviser of your choice.

In the event that we do not receive sufficient payments on account from you as requested from time to time or in the event that we do not receive prompt payment of our invoices as rendered, we reserve the right to cease acting for you without prejudice to your liability to pay all costs and expenses and disbursements incurred to date.

We will cease acting for you upon reasonable notice to you where there is a good reason to do so. Such reasons would include where it would be unlawful or unethical for us to continue to act or if our invoices have not been settled or any required payment on account has not been made. We are not obliged to disclose to you the reason for terminating the engagement. Examples of such reasons include without limitation:

If in our opinion a conflict of interest arises

If any payment due to us, or reasonably required by us on account of fees or expenses, is not made

If we are unable to obtain full or adequate instructions from you

If we determine that the relationship of trust and confidence necessary between solicitor and client does not exist

If we consider that it would be inappropriate, in the light of our duties under professional conduct rules, for us to continue to act

At the time of termination, we are entitled to exercise a lien over all documents and moneys held by us on your behalf until payment in full of all our legal fees, costs, expenses and disbursements is effected.

15. Confidentiality

Information passed to us is kept confidential and will not be disclosed to third parties except as authorised by you or required by law. If on your instructions or authority, we work in conjunction with other professional advisers, we will assume that we may disclose any relevant aspect of your affairs to them.

We owe a common law duty of care with respect to confidential information given to us during the course of our engagement and we will not disclose such information except in the circumstances set out in this section. We owe the same duty of confidentiality to others who are, or have been our clients. Accordingly you agree that if at any time we possess information in respect of which we owe a duty of confidentiality to a former or another current client, we may act for you, subject to our rules of professional conduct, even though the information may be material to a matter on which we have received instructions from you. You agree that we will not be required to disclose such information or use it on your behalf.

Our duty to keep information relating to you or matters on which we are acting, or have acted, for you confidential is subject to any disclosures we consider in good faith we are required to make to any police, governmental, regulatory or supervisory authority in connection with statutory or regulatory obligations (including those described in our AML Policy) or in accordance with any internal procedures which we have put in place to meet those obligations. You also agree that we may, when required by our insurers, auditors or other advisers, provide to them information relating to you or details of a matter or matters on which we are acting or have acted for you.

Unless you inform us otherwise, you agree that we may include, in a list of matters which we use for promotional and internal purposes, the fact that we represent you, the names of the parties, the dollar value of the matter (if relevant) and a general description in respect of all matters which have been publicly disclosed on which we represent you.

16. Conflicts of Interest

You agree that, without detracting from our duty of confidentiality to you and subject to rules of professional conduct, we may now or in the future without your consent act for your competitors or other clients whose interests are or may be opposed to or in conflict with yours including in litigation or other forms of dispute resolution. However, where we are acting for you on a matter, we will not act for another client on the matter unless and to the extent that we are permitted to do so by such rules.

If you become aware of a possible conflict of interest between you and another client for whom we act in a particular matter, you should raise it immediately with us. If a conflict of this nature arises, you agree it will be up to us, taking account of legal constraints, applicable professional rules and your and the other client's interests and wishes, to decide whether we should continue to act for both parties, for one only, or for neither.

Subject to rules of professional conduct, you agree that where we have information in respect of which we owe you a duty of confidentiality and which is or may be material to a matter on which we have received instructions from another client, we will not be prevented from acting for that other client, nor will we require your further consent to act for that other client, provided we put in place arrangements which are reasonably appropriate in the circumstances to ensure that the confidentiality of the information is maintained.

17. Other Services

If you instruct our firm to assist in any matters other than as set out in the engagement letter, extra fees will be charged.

18. Risks Associated with Electronic Communications

Where you provide us with fax or computer network addresses to which material is to be sent, we shall assume, unless you tell us otherwise, that your arrangements are sufficiently secure and confidential to protect your interests. Should you fail to provide us with updated contact information in writing, we shall not be responsible for any resulting loss that you may suffer.

It should be recognised that the Internet is not secure and that there are risks if sensitive information is sent in this manner by you or you request us to use the same system. It should be acknowledged and agreed that email does not have guaranteed delivery times nor does it guarantee receipt by the intended addressee(s). Data sent by us by email is not routinely encrypted and so if you do not want us to use email as a form of communication with you or if you require data to be encrypted then please advise us.

We will use our best endeavours to protect the integrity of computer systems by screening for viruses on email sent or received and would expect you to do the same.

Where we communicate with you by electronic means, we accept no liability for non-receipt, or late receipt, by you of such communications or for any corruption in the information communicated to you or its disclosure to other parties. In particular and without limitation, we accept no liability arising from circumstances where your electronic communications systems are compromised (as a result of email hacking or otherwise). No modifications, alterations, additions, deletions and/or onward transmissions are to be made to or of electronic communications sent by us without our prior written approval.

19. Complaints Procedure

In the event that you have a complaint which you wish to raise, you should do so by notifying us in writing. Your complaint will be investigated as soon as possible. After reviewing your complaint, we will notify you of the conclusions and what, if anything, can be done by us to resolve your complaint.

20. Copyright

Advice given in documents prepared by us to you are for your use only and are intended for use only in the matter on which we are performing services for you. We retain the copyright in all written material provided by us to you.

21. Privacy and Data Protection

We are committed to respecting any of your personal data that we hold. Your personal data will be kept on our database for administration, accounting, billing and AML purposes to enable us to undertake any searches and so that we can send you relevant information on our services and on events which may be of interest to you. We may hold, use and process any data you provide to us to carry out conflict checks, client identification and other client intake and maintenance procedures, comply with statutory and regulatory obligations and our internal procedures, conduct the work in the related matter and update our client databases. The data will not be disclosed to third parties except for the purposes mentioned above. If you have any questions or concerns regarding our use of your data then please address these to one of our partners or principals.

You must make sure that any personal data you provide to us and our use and disclosure of that data in accordance with your instructions does not breach any applicable data protection laws and regulations. We will comply with our duties as a law firm under applicable data protection and privacy laws and regulations.

We have the right, in accordance with the Personal Data (Privacy) Ordinance (Cap. 486), to charge a reasonable fee for processing any data access or correction request.

22. Force Majeure

We shall not be liable to you if we are unable to perform our services as a result of anything beyond our reasonable control. In the event of such occurrence, we shall notify you as soon as reasonably practicable thereafter.

23. Governing Law and Jurisdiction

The contract and the services we provide to you are governed by Hong Kong law. You agree to submit irrevocably to the exclusive jurisdiction of the Hong Kong courts in the event of any dispute arising between us. You acknowledge that we may bring proceedings against you in any other jurisdictions at our option in relation to any such dispute.

You agree to dispense with personal service and to accept service of any written communication, demand, notice, court process, applications, orders and/or awards made in connection with the engagement letter and/or this document and/or the services provided by us to you at the postal and/or email address stated in the contract or otherwise provided to you by us for any purpose. All such aforesaid communication, demand, notice, court process, application, order and/or award, if delivered in accordance with this provision, shall be unconditionally and irrevocably deemed to have been validly and correctly served by us and received by you.

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