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 versions 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. Communications
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 communications. 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 a matter of importance, such as the payment of money, you are recommended to verify this information by another form of communication besides email.
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 person at our firm by any form of electronic, mobile or text messaging services (including, but not limited to, WhatsApp or Wechat messaging), then you accept such communications present similar risks to those set out at Clause 2.1 above.
3. Charges
3.1 Our charges are calculated on the hourly rates of our fee earners carrying out work for you. Hourly rates vary according to the level of experience and expertise of the fee earners 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 incorporated within the Letter and shall, in any event, be subject to the terms of the Contract.
3.3 In addition to our charges, we may invoice you for other amounts incurred by us including, but 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 (together “disbursements”).
3.4 It is our standard practice 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 (i) you satisfy the requisite financial limits and (ii) 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
Website: https://www.lad.gov.hk
4. Invoices
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 do so more or less frequently 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 fee earners who have performed 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 previously invoiced.
4.3 All invoices are payable on receipt. In addition, 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 five percent per annum.
4.4 For the purpose of the Legal Practitioners Ordinance Chapter 159 (“LPO”), you agree that each particular invoice delivered 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 have any 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 the 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. Instructions
5.1 Subject as provided herein, we shall keep the information that you provide to us about you and your affairs confidential and we will act in accordance with and based on the instructions and information given by you to us, but we shall not be required to independently 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 contained in any information provided by you which give rise to losses and/or claims by third parties.
5.2 In the event that our named clients are more than one individual or company, we are permitted (but not obliged) to act on the instructions of any one of those named clients without verifying these with any other named client. In the event that our client is a company, then we are entitled to rely on the instructions of any director or other person authorized by the company. The foregoing shall continue to apply unless we are otherwise instructed in writing by you.
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 fee earners 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.
5.4 Any advice rendered by us to you may be subject to legal professional privilege. Therefore, you should not disclose our advice to any third parties without first consulting with us, to ensure that this special privilege against mandatory disclosure remains fully protected.
6. Regulatory
6.1 We are regulated by the Law Society of Hong Kong, which requires all law firms to comply with “Practice Direction P” in an effort to counter money laundering and terrorist financing related activities when taking instructions from new and existing clients.
6.2 Both prior to commencing work for you and on an ongoing basis we are also required to obtain information from you to satisfy our client identification and verification and other due diligence requirements pursuant to the Anti-Money Laundering and Counter-Terrorist Financing Ordinance, Chapter 615 (“AMLO”). This may involve questions regarding your source of funds and, in the case of corporate clients, details regarding their ultimate beneficial ownership.
6.3 If you are not able to provide the information that we require from time to time in relation to our legal and regulatory requirements, then we reserve the right to immediately terminate our retainer with you.
6.4 Your attention is also drawn to anti-money laundering legislation in Hong Kong, such as the Organized & Serious Crimes Ordinance, Chapter 455 (“OSCO”) 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….”
There is an obligation on us under OSCO 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 duty of confidentiality that we may owe to you.
6.5 Under Section 12(1) of the Companies (Residential Addresses and Identification Numbers) Regulation (Cap 622N) (“Regulation”), a solicitor of the Firm may, from time to time, qualify as a Specified Person entitled to access Protected Information (as defined in the Regulation). To the extent that such Specified Person is able to access Protected Information to assist with a case for which we are retained by you, you agree that use of such Protected Information shall be strictly confined to our conduct of such case and for no other purpose. Specifically, in accordance with the Regulation, you acknowledge that any other use of the Protected Information is a criminal offence. You also agree to indemnify and hold harmless the Firm and its partners and employees against any misuse of the Protected Information attributable to you.
7. Termination
7.1 You may terminate this engagement at any time by giving notice in writing to us.
7.2 We may terminate this engagement upon reasonable notice to you where there is a good reason to do so. Such reasons include, but are not limited to: (i) where it would be unlawful for us to continue to act; or (ii) where there is a conflict of interest or where we believe it is unethical or inappropriate for us to continue to act; or (iii) if you have not provided us with the required information under AMLO and/or Practice Direction P; or (iv) if our invoices have not been settled or (v) any required payment on account has not been made by you. We are not obliged to disclose to you the reason(s) for terminating the engagement.
7.3 Upon termination, we shall 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 will be 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 work produced by our fee earners, 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 in writing. We shall then arrange for a partner of the Firm (who will have had no substantive involvement in the matter upon which we were instructed) to investigate your complaint and to review the file as soon as possible, independently of the handling solicitor and/or partner. After the review and investigation, you will be notified in writing of the conclusions and what if anything can be done by us to resolve your complaint.
9. Funds held for clients
9.1 In respect of requested costs on account or funds held on your behalf (for payment of our charges and disbursements):
(1) You accept responsibility to pay all bank charges and/or fees relating to inward and/or outward remittances charged by any bank with whom we hold a client account. 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
(2) 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.
9.2 In the event that we are unable to contact you about the reimbursement of any remaining credit balance held by us for you, you hereby consent to the authorised release of such funds to the Law Society of Hong Kong after the deduction of any outstanding fees or invoices due and payable to us, or for settlement of any costs and/or disbursements incurred in the ordinary course of our performance of services for you.
9.3 In the event that we are instructed by you to remit funds to a third party, your instructions will be deemed by us to be irrevocable. You agree that we will not be liable for any loss suffered by you in remitting funds in accordance with your instructions and we will not be able to countermand any payment once it has been issued by us.
10. Copyright
Documents prepared by us for you, and written advice given in relation thereto, 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. Privacy Policy
13.1 Our privacy policy is available on our website and is updated from time to time.
13.2 We also comply with the Personal Data (Privacy) Ordinance, Chapter 486 (“PDPO”) and the personal data that you supply to us and to which PDPO applies may only be used:-
- to provide legal services to you either to the extent that we receive and continue to receive instructions from you 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 companies owned by partner(s) of our firm, 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 marketing of our legal services where this has been consented to by you.
13.3 Data held by us relating to you will be treated confidentially except (i) in the circumstances referred to at Clause 6 above, or (ii) where otherwise required by law or regulation to which we are subject, or (iii) as otherwise directed by you.
13.4 You may check whether we hold data about you and request that you have access to such data. You may also request us to correct any inaccurate data and to specify our policies relating to such data.
13.5 In accordance with the PDPO, where we receive any data access or correction request, we have the right to charge a reasonable fee for processing the same. 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 Privacy Officer, Robertsons, 57/F., The Center, 99 Queen’s Road, Central, Hong Kong or by email to privacy@robertsonshk.com.
13.6 In the event that you have given us the consent referred to at Clause 13.2(4), and you then do not wish to receive any unsolicited emails from us outside of the scope of the Letter, then you may send an unsubscribe request (as defined in the Unsolicited Electronic Messages Ordinance, Chapter 593) by email to subscription@robertsonshk.com and marked with the subject heading: “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$20,000,000.
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 who we instruct on your behalf.
14.3 If you have agreed with any other advisor any limitation in that adviser’s liability, we will not be liable for anything that you could have claimed from that adviser 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. Confidentiality
15.1 We will keep all information obtained from you, which is not in the public domain, confidential, and will only otherwise disclose it with your authority or if required to do so by the laws and professional regulations applicable to us. Nevertheless, you agree that we may disclose any relevant information in order to protect and/or defend ourselves in any actual or threatened legal, civil or regulatory proceeding and may also disclose any relevant information in confidence to our insurers, insurance brokers, auditors, bankers and other advisers where necessary without waiving or losing any applicable legal privilege.
15.2 You agree that we are under no duty to disclose to you or use on your behalf any information in respect of which we owe a duty of confidentiality to another client or any other person.
16. Governing Law
These Terms and the Contract 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 the Contract and/or this retainer.