1. Nature of Terms
1.1 These terms and conditions are the “Terms” as defined in a retainer letter (“Letter”) between the named client (“you”) and Robertsons, solicitors of 57th Floor, The Center, 99 Queen’s Road Central, Hong Kong (“we” or “us”) in respect of work to be undertaken by us for you as specified in the Letter.
1.2 These Terms can also be found on our website at www.robertsonshk.com. In the event of any change to the Terms, you will be given seven days prior written notice and, if you do not raise any written objection to such revisions during such period, then the revised Terms shall be binding upon you.
1.3 The Terms and the Letter (together “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. These Terms may not be amended unless agreed by us and you in writing.
1.4 A Chinese version of these Terms is available on our website for reference purposes only. In the event of any conflict between the English and Chinese version of these Terms then the English version shall prevail.
1.5 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.
1.6 Any term or expression defined at any point in the Contract shall have the same meaning throughout the Contract. Any reference in the Contract to an Ordinance shall mean an Ordinance enacted under the Laws of Hong Kong. Any reference in the Contract to “in writing” includes in original written form, by facsimile and/or by email.
2.1 Unless you specifically request otherwise, you agree that we may communicate with you by email (including sending invoices to you for services performed or disbursements incurred). We do not accept and you agree that we shall not have any liability for any loss, delay, corruption or contamination arising from any email communication sent to you. In this regard you acknowledge and agree that:
- E-mail is not a secure means of communication and your information and communications may be accessed and misused by third parties who are not entitled to it;
- E-mail does not have guaranteed delivery times nor does it guarantee receipt by the intended addressee(s);
- The transmission of viruses is a significant risk, with no fully satisfactory means of detection. You are advised to check all incoming e-mail for viruses and take appropriate steps to remove them;
- Where documents are sent by e-mail, they may not be received in the format in which they were sent; and
- There is no guarantee that an email that you receive is from the party who you believe was the sender. Particularly where this relates to be a matter of importance, such as the payment of money, you are recommended to verify this information by another form of communication.
2.2 We shall be entitled to send communications to you to the last postal address, facsimile number and/or email address provided by you to us. 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.
2.3 Should you communicate with any of our lawyers by any form of mobile messaging services, then you accept such communications present similar risks to those set out at Clause 2.1 above.
3.1 Our charges are calculated on the hourly rates of our lawyers carrying out work for you. Hourly rates vary according to the level of experience and expertise of the lawyer involved in your work. The hourly rates quoted in the Letter are subject to change from time to time.
3.2 Any estimate of our charges is only given on the basis of the information known to us at the time of the estimate and is subject to revision. Estimates are not binding upon us. Any fixed fee quoted by us to you shall only be binding on us if included in the Letter and shall, in any event, be subject to the terms of the Contract.
3.3 In addition to our charges, we will invoice you for “disbursements”, being additional expenses incurred by us in performing our services for you. These may include, but are not limited to, international telephone and fax charges, postage and courier charges, overtime charges for support staff, barristers’ fees, court filing fees and search fees. In respect of company searches and other clerical matters, we render an additional charge of HK$250 per search or other service rendered.
3.4 It is our standard practice and we reserve the right to request advance payments on account to cover our charges and disbursements and, by making such payment, you give us authority to credit any such amounts paid against invoices issued by us to you.
3.5 If you are an individual you may be entitled to legal aid provided that you come within the requisite financial limits and your case meets the merits tests of the Legal Aid Department. If you wish to consider your entitlement to legal aid, you should contact the Legal Aid Department at:-
Address: 24-27/F, Queensway Government Offices, 66 Queensway, Hong Kong
Telephone: 2537 7677
4.1 We will issue invoices for charges and disbursements incurred by us at regular intervals whilst acting for you. Our usual practice is to issue invoices monthly, but we may agree other periods for invoicing with you at our discretion.
4.2 In any period to which an invoice relates, we may charge you less than the accumulated time charges of the lawyers performing services for you. However, unless otherwise agreed with you in writing, we reserve the right to invoice you at a later time for any time charges incurred which have not been invoiced.
4.3 All invoices are payable on receipt. If payment in full is not received by us within 30 days of the date of the invoice, then we reserve the right to cease providing services to you until payment is made in full and also to charge interest on all outstanding sums at two per cent above the Hong Kong dollar prime lending rate of the Hong Kong and Shanghai Banking Corporation Limited from time to time.
4.4 For the purpose of the Legal Practitioners Ordinance Chapter 159, Laws of Hong Kong (“LPO”), 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.
4.5 If you wish to take issue in respect of any invoice, you are entitled pursuant to Section 67 of the LPO to apply to the Court for taxation of that invoice. This entitlement must be exercised by you lodging the application with the Court within one month from the date of delivery to you of the relevant invoice. In the event that you delay in making such application beyond one month, the Court may impose terms on your being entitled to pursue the application, for example, by requiring you to pay the amount of the particular invoice into Court. Where you delay for more than twelve months from the date of delivery of relevant invoice or if you have already paid the invoice, the Court will only permit you to pursue your application to tax the particular invoice, in special circumstances.
5.1 We will act in accordance with the instructions and information provided by you and we shall not be required to verify the same. As a consequence, we will not be liable for and will be entitled to an indemnity from you in relation to any misstatements or misrepresentations resulting from information provided by you which give rise to losses and claims from third parties.
5.2 In the event that our clients are more than one individual, we are able to act on the instructions of any one of those individuals. In the event that our client is a company then we are entitled to rely on the instructions of any director or person authorized by the company. The foregoing shall apply unless we are otherwise instructed in writing.
5.3 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. Whilst you will have been informed of the initial lawyers and trainees assigned to your case in the Letter, we reserve the right, when we consider it necessary, to assign other fee earners to handle any particular matter for you.
6.1 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.
In relation to individual clients, there is an obligation on us to obtain the following information and records from our clients as a matter of due diligence prior to commencing work:-
- Personal Identification – e.g. a copy of your Hong Kong Identity Card or Passport;
- Address – e.g. a copy of a recent utility bill or bank statement; and
- Occupation – e.g. a copy of your business card.
In relation to corporate clients the following information is required:-
- Identification of the person giving instructions – e.g. a copy of their Hong Kong Identity Card or Passport;
- A board resolution authorizing us to act on behalf of the company and authorizing that person to give instructions on behalf of the company;
- Legal Status of the Corporation – e.g. a Business Registration document/ Certificate of Incorporation;
- Identity of the Company Directors – e.g. a company search; and
- Identity of the beneficial ownership and control structure of the company –e.g. a company search and copies of declarations of trust.
Where you are acting on behalf of a third party, a trust or an estate, we are required to obtain similar documentation as above in order to verify the identities of the entities which are instructing us.
6.2 In accepting your instructions your attention is drawn to anti-money laundering legislation in Hong Kong, such as the Organised & Serious Crimes Ordinance (OSCO), and in particular 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….”
This legislation applies to us as your legal representatives so that we WILL have an obligation to report any knowledge or suspicion to the Hong Kong Police that any property, whether directly or indirectly, represents the proceeds of an indictable offence, being an offence punishable by a period of not less than 7 years imprisonment (whether committed in or outside of Hong Kong).
The report would need to particularise the basis of the knowledge or suspicion upon which the report is based.
There would also be an obligation upon us under the legislation NOT to disclose to you the fact that a report has been or is to be made by us as it is a criminal offence to “tip-off”.
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 and it would be necessary to withdraw from acting for you without being able to give any reason for doing so.
7.1 You may terminate this engagement at any time by giving notice in writing to us.
7.2 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 (for example, pursuant to OSCO) 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 reasons for terminating the engagement.
7.3 Upon termination we will have the right to charge you for work done by us up to the time of termination and all disbursements.
7.4 You agree that we have a lien over and are able to keep all papers, documents and property held by us and which belong to you whilst we are owed money by you.
7.5 Following termination, any otherwise non-public information that you have supplied to us which is retained by us will be kept confidential in accordance with the applicable rules of professional conduct but subject to any disclosure required by law.
7.6 At your request and subject to our lien, your papers, documents and property will be returned to you, but our files, including lawyer work products, on the relevant matter will be retained by us. We reserve the right to destroy or otherwise dispose of any items retained by us within a reasonable period of time after the termination of the engagement unless you have agreed with us otherwise in writing.
8. Complaints Procedure
In the event that you have a complaint which you wish to raise, you should do so by notifying us of same in writing. We shall then arrange for an independent client partner of the Firm who has not been involved in the matter for which you have provided instructions to the Firm. Your complaint will then be investigated as soon as possible by your independent client partner who will have had no substantive involvement in the matter upon which we were instructed. He/she will review your complaint and the file independently of the handling solicitor and/or partner and will, after reviewing this, notify you of his/her conclusions and what if anything can be done by us to resolve your complaint.
9. Funds held for clients
In the event that we are holding funds on your behalf (other than for payment of our charges and disbursements) then:
- We will pay such funds to any one of the banks with whom we hold a client account unless you direct in writing your preference for a particular bank. In any event, we accept no responsibility for the bank’s handling of such funds beyond our position as a customer of such bank; and
- Unless otherwise agreed with you, you will not be entitled to any interest accruing to those funds. If we have agreed to pay interest to you, we accept no responsibility for the rate of interest that we are able to obtain on such funds.
Advice given in documents prepared by us for 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 given by us to you.
11. Third Party Reliance
All work and advice given and rendered by us to you are intended solely for your own use. All documents and materials prepared by us and given to you are not intended to be given to, read or acted upon by any other person. We accept no liability for any loss whatsoever suffered by you or any third party which results from our advice or any document created by us being passed on to or acted upon by a third party.
12. 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 any such occurrence, we shall notify you as soon as reasonably practicable thereafter.
13.1 We comply with the Personal Data Privacy Ordinance (“PDO”). The personal data that you supply to us and to which PDO applies may only be used:-
- to provide legal services to you either in accordance with the Letter or in respect of other instructions from you from time to time and any matters ancillary thereto;
- to the extent that company secretarial services are requested by you from Robsec Limited or RD Secretaries (1990) Limited, for the purposes of those companies to deliver the requested services to you;
- to meet the requirements of Practice Direction P (referred to in Clause 6.1 above); and
- for the direct marketing of our services.
13.2 Data held by us relating to you will be treated confidentially save in the circumstances referred at Clause 6.2 above or as otherwise directed by you.
13.3 Under the terms of the PDO, you may check whether we hold data about you and request that you have access to such data. You are also entitled to request us to correct any inaccurate data and to specify our policies relating to such data. You may object to the use by us of your personal data for marketing, whereupon we will not use this for such purposes.
13.4 We have the right, in accordance with the PDO, to charge a reasonable fee for processing any data access or correction request. All requests for (i) an access to or a correction of data; or (ii) a specification of data policies or (iii) withdrawal of consent to direct marketing, shall be addressed in writing to the Office Manager, Robertsons, 57/F., The Center, 99 Queen’s Road, Central, Hong Kong.
13.5 If you do not wish to receive any unsolicited emails from us outside of the scope of the Letter then you may also
send an unsubscribe request (as defined in the Unsolicited Electronic Messages Ordinance) by email to firstname.lastname@example.org and headed “unsubscribe”.
14. Limitation on Liability
14.1 In respect of non-contentious matters only, the maximum amount of any claim that you or your successors or assigns may have against us and/or any of our partners and/or our solicitors and/or their successors in respect of the work undertaken pursuant to the Contract shall not in any circumstances exceed HK$10,000,000.
14.2 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.
14.3 If you have agreed with any other advisor any limitation in that advisor’s liability, we will not be liable for anything that you could have claimed from that advisor but are unable to do so as a result of such limitation.
14.4 We are only qualified to advise on Hong Kong law. If any aspects of your work relate to the laws of any other jurisdiction, we would be pleased to introduce you to legal advisers in that jurisdiction but we do not accept any liability in respect of any matters not relating to Hong Kong law.
15. Governing Law
These Terms are governed by the laws of Hong Kong and any dispute, claim or proceedings in relation to the same will be submitted to the exclusive jurisdiction of the Courts of Hong Kong. You accept that we have agreed to act for you strictly on the basis that you undertake not to pursue legal proceedings in any jurisdiction other than Hong Kong in relation to any matters arising out of this retainer.