Business Terms and Conditions
1. Our engagement
We, Yu, Chan & Yeung Solicitors, are a Hong Kong general partnership. We are a Hong Kong law firm supervised by The Law Society of Hong Kong. These are the general terms and conditions which will apply to the business relationship between you and us and to any service which we provide to you. By engaging us, you agree that these terms and conditions (together with any engagement letter or engagement e-mail on a particular matter) will form an integral part of the engagement contract between you and us for that particular matter (the “Engagement Contract”). The engagement letter or engagement e-mail shall prevail if anything therein conflicts with these terms and conditions.
2. Our services
2.1 Standard of services: We will provide our services with reasonable care and skill in accordance with the standard required by the laws of Hong Kong. The services which we provide to you will be based on your instructions. It is, therefore, incumbent upon you to provide us with complete, precise and accurate instructions promptly, together with all relevant documents and information.
2.2 Reliance on our advice: Any advice provided by us will be given for you only and solely for the purposes of the matter to which the advice relates. In giving our advice, we would rely on information provided by you to us and would not verify such information. Unless we expressly agree in writing, no other person is entitled to rely upon our advice for any purpose and you shall not disclose our advice to any other person.
2.3 Tax advice: Unless specifically agreed, our engagement would not include the provision of any tax advice nor do we assume any responsibility for tax issues regarding your matter or transaction.
2.4 Complaints about our services: We value all of our clients and are dedicated to providing the highest quality of services in a timely, effective and efficient manner. If you have any concerns or complaints about any matter relating to our services, we would like to discuss them with you and try to resolve them as soon as possible.
3. Our fees
3.1 Our fees: Our fees are calculated and determined in accordance with the Legal Practitioners Ordinance (Cap. 159) and the subsidiary legislation thereunder. In calculating and determining our fees, we can take into consideration a number of factors, including (but not limited to) the skill, labour and specialised knowledge required, the complexity, value, urgency and importance of the matter, the number and importance of the documents perused or prepared, the time expended and the seniority of the staff engaged.
3.2 Fee estimates: We may, upon your request, provide you with a fee estimate for a specified matter. A fee estimate is our indication of our likely fees for dealing with that specified matter based on the information known to us when the fee estimate is given. A fee estimate is subject to revision and is not binding upon us.
3.3 Fixed fees: We may in the engagement letter or engagement e-mail indicate a fixed fee for a specified matter. A fixed fee arrangement is a proposal by us to deal with the specified matter (and the specified matter only) for the indicated fixed fee. If we provide any services outside the scope of the specified matter, we will charge for such services on the basis referred to in paragraph 3.1 above.
3.4 Hourly rates: Where our work is charged on an hourly basis, our work will be charged in 6 minute blocks. If the work takes less 6 minutes, it will be rounded up to 6 minutes.
4. Disbursements and other expenses
4.1 We will invoice you for the disbursements listed out in the following paragraph 4.1 (a) and other charges set out in paragraph 4.1 (b) which we may incur where appropriate:
(a) counsel fees, expert fees, other adviser fees, court filing and registry fees, stamp duty and/or other relevant disbursements; and
(b) postages, long distance telephone calls, faxes, messenger and courier services, photocopying and printing, overtime charges for support staff, travelling expenses and other miscellaneous general office expenses and/or other relevant charges.
4.2 Authority to pay expenses: You confirm that we have authority to pay any expenses necessary or desirable to achieve your objective. We will consult you before engaging barristers, attorneys and lawyers qualified in any jurisdiction outside Hong Kong, experts and other advisers. You will be responsible for their fees.
5. Costs on account and payment terms
5.1 Costs on account: Unless otherwise agreed, it is our general policy to require from time to time costs on account of our fees and disbursements. We may, at our discretion, apply the costs on account to settle any outstanding bill that we have issued to you.
5.2 Timing of bills: We may submit regular bills for services rendered and other charges, disbursements and expenses incurred for a matter whilst it is in progress. A final bill will be sent to you after the matter is completed. If your matter does not proceed to completion for any reason, you will be responsible for our fees and expenses incurred until we are informed that the matter has terminated.
5.3 Settlement and interest: Our bills are due and payable upon presentation. We reserve the right to charge interest on bills that are overdue for thirty days or more at the rate of the Hong Kong dollar prime lending rate of The Hongkong and Shanghai Banking Corporation Limited.
5.4 Withholding amounts: We require payment of our bills without any deduction or withholding on account of taxes or charges of any nature. If a deduction or withholding is required by law, you will be responsible for paying such additional amount as is necessary so that we receive the full amount of our bills.
6. Anti-money laundering and counter-terrorist financing
6.1 Notification to governmental authorities: In accordance with the applicable anti-money laundering and counter-terrorist financing legislation in Hong Kong, if we know or suspect that a matter or transaction involves money laundering or terrorist financing, we may have a legal obligation to make a notification of our knowledge or suspicion to the relevant governmental authorities. 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 such notification to governmental authorities as we consider appropriate for the purposes of complying with such legislation.
6.2 Client verification: The applicable legislation and the related guidelines of The Law Society of Hong Kong impose upon us the obligations (amongst other things) to verify the identity of clients, to conduct background checks, to retain records of an identification obtained and to make detailed enquiries as to the sources of funds being used in relation to transactions on which we advise. We may, therefore, request you for, and retain, documents and other information for this purpose. You agree that we may provide copies of such documents and information to any adviser (including any barrister) you instruct or whom we instruct on your behalf for their use in meeting the applicable legal and regulatory requirements. We may have to delay commencing our work, decline or even cease to act if the documents and information requested are not provided to us within reasonable time or if the documents and information so provided do not meet, to our satisfaction, the applicable legal and regulatory requirements. We may charge you in the normal way for work done and expenses incurred for the purposes of meeting the applicable legal and regulatory requirements.
6.3 Use of client account: Our client account facilities are provided in order to receive, hold and transfer funds in connection with a matter on which we are acting for you. Any receipt into our client account which does not correspond to the particulars we have been given may be retained pending further investigation or returned to the sender. We, therefore, require advance notice of all receipts and the reasons for them.
6.4 Third party payment: You are obliged to advise us in advance if any payment you made (whether client money, legal costs, disbursements or otherwise) is being provided by a third party rather than you. We reserve our right at all times to decline any third party payment in whole or in part, or any payment from source that is not vetted by us.
7. Confidentiality and conflicts of interest
7.1 Duty of confidentiality: We will keep confidential all information we receive in respect of any matter on which you instruct us to provide services in accordance with our usual procedure. Unless we have your consent, we will not disclose such information to any other person except where (i) we are under the obligation to do so by any applicable law, regulation or court or administrative order; (ii) the information is disclosed to our professional indemnity insurers, auditors and other advisers; (iii) the information is disclosed to any third party for the purposes of providing services to you; (iv) the information is already in the public domain; or (v) the information is, subject to appropriate terms regarding confidentiality, disclosed to service providers providing administrative and other support services to us in the ordinary course of our business.
7.2 Promotional materials: For the avoidance of doubt, unless you inform us to the contrary, we may, for promotional purposes, disclose the fact that we represent you and a general description of the matter.
7.3 Information relating to other matters: If we hold confidential information relating to other clients, we will not be able to disclose such information to you or to make use of it for your benefit. If, in the course of acting for you, we receive any confidential information that is, or becomes, relevant to a matter on which we are asked to provide services to another client, we will continue to maintain its confidentiality for you and will not use it for the other client’s benefit. However, you agree that we may, subject to the applicable rules of professional conduct, still act for that other client in these circumstances without obtaining consent from you.
7.4 Conflicts of interest: Another client may ask us to act for it in relation to a matter in which you have an interest where we are prevented by the applicable rules of professional conduct from acting. In such circumstances, we will not act for the other client, unless we are able to comply with the applicable rules of professional conduct relating to conflicts of interest. You agree that we will otherwise be free to act on any matter for another client.
8. File and information management
8.1 Intellectual property rights: We will retain ownership of the copyright or any other intellectual property right in materials or ideas that we create in the course of providing our services to you. We may use such materials or ideas when providing services to any of our other clients.
8.2 Electronic communications: In the course of providing our services to you, we may communicate with you by e-mails or other electronic means. There is no guarantee that electronic communications between you and us will be secure, virus free or successfully delivered. We shall not be liable to you if, due to circumstances beyond our reasonable control, such electronic communications are intercepted, delayed, corrupted, not received or received by persons other than the intended addressees. You shall be deemed to have received any e-mail from us if we have sent it to an e-mail address provided to us by you.
8.3 Document retention: You agree that we may, subject to the applicable rules of professional conduct, destroy any documents, papers or other materials (in physical or electronic form) with respect to any matter (including any matter we have previously worked on for you) in accordance with our records retention and destruction policies in place from time to time. You also agree that we may charge you for retrieving or otherwise dealing with your materials in response to a request for them by you or your other advisers.
9. Data protection
9.1 Personal Data (Privacy) Ordinance: In engaging us in relation to a matter, it is often necessary for you or your individual representatives to supply us with personal data (including identity documents, proof of address and contact details). We have an obligation under the Personal Data (Privacy) Ordinance (Cap. 486) to inform you of the purposes for which such personal data may be collected, processed or used.
9.2 Primary purposes: We will collect, process or use personal data for the purposes of (i) providing services to you; (ii) designing services or related products for your use; (iii) collecting outstanding fees; (iv) satisfying the applicable legal and regulatory requirements under paragraph 6 above. As stated in paragraph 7.1 above, we will not disclose your confidential information except in the circumstances specified therein.
9.3 Marketing purposes: We may also collect, process or use personal data for the purposes of marketing our own services and related products. If a client does not want us to use its or its representatives’ personal data for such purposes, it may indicate its decision in the appropriate space on the engagement letter or write or e-mail to any one of our partners.
9.4 Requests relating to personal data: Under the Personal Data (Privacy) Ordinance, an individual may request us to (i) confirm whether we hold any personal data about him or her and allow access to the same; (ii) correct any personal data about him or her; (iii) specify our policies and practices relating to personal data; and (iv) cease using any personal data about him or her for our own marketing purposes. Any such request shall be made to any one of our partners in writing. In accordance with the law, we have the right to charge a reasonable fee for processing any such request.
10. Exclusions and limitations on our liability
10.1 Exclusions and limitations on our liability: If you suffer loss as a result of any act or omission by us, we may incur liability to you. It is, however, customary for businesses to limit out liability in respect of our acts or omissions. In the circumstances, you agree that our liability shall be subject to the following limits:
(a) we shall not be liable for any loss or damage arising from any dishonest, deliberate, reckless or innocent misstatement, concealment or other conduct on the part of any other person;
(b) we shall not be liable for any loss or damage (direct or indirect) caused by or arising from (i) errors, inaccuracies, defects or omissions in documents or information provided by you or on your behalf or obtained from third parties, (ii) delays in the provision of such documents or information by you or on your behalf or by third parties, or (iii) in any other case, our reliance on any document or information, provided by you or on your behalf or obtained from third parties;
(c) we shall not be liable for any loss of profits or any indirect or consequential loss or damage suffered or incurred by you as a result of any advice we give to you or work we do for you;
(d) we shall not be liable for any loss, theft or damage of or to any asset or other property, including (but not limited to) money and documents deposited or placed with any third party, including any bank or other financial institution or any other firm of solicitors, and we shall not be obliged to repay client monies lost through the failure of any bank or other financial institution or any other firm of solicitors; and
(e) if you have agreed to any limitations with any other adviser, we shall not be liable for anything you could have claimed from that other adviser but are prevented from doing so by reason of such limitation.
10.2 Limitation on exclusions: None of the exclusions and limitations in paragraph 10.1 will operate to exclude or limit any liability to the extent that we are precluded or restricted from excluding or limiting such liability by law or by any applicable rules of professional conduct.
11. Termination of our relationship
11.1 Your right to terminate: You may end your relationship with us at any time. If you decide to end our relationship, we will charge for work carried out and expenses incurred up to the time of termination. We also have the right to exercise a lien over the deeds, documents, monies and other items held for you until our bills are paid in full.
11.2 Our right to terminate: We may end our relationship with you in certain circumstances, including (but not limited to) where:
(a) a conflict of interest arises in our opinion;
(b) any payment due to us, or reasonably required by us on account of fees or expenses, is not made;
(c) we are unable to obtain full or adequate instructions from you;
(d) we determine that the relationship of trust and confidence necessary between solicitor and client does not exist; or
(e) we consider that in view of the applicable rules of professional conduct, it would be inappropriate for us to continue to act.
11.3 Payment of fees on termination: If we or you decide that we will no longer act for you, you will be responsible for our fees for work done and expenses incurred up to the time of termination, plus any further charges and expenses for all work necessary to transfer our files to another adviser of your choice.
11.4 Terms continue to be binding: These terms and conditions will continue to be binding upon each of us notwithstanding such termination.
12.1 No third party reliance: No person who is not a party to these terms and conditions shall have any right to enforce any of them.
12.2 Severance: If any part of the Engagement Contract is or becomes illegal, invalid, void, voidable or unenforceable in any respect, the remainder of the Engagement Contract will remain valid and enforceable.
12.3 Force majeure: We shall not be liable to you if we are unable to perform our services as a result of any cause beyond our reasonable control. In the event of any such occurrence affecting us we shall notify you as soon as reasonably practicable.
12.4 Governing law and jurisdiction: The Engagement Contract (including, but not limited to, these terms and conditions), and the services we provide to you, are governed by the laws of Hong Kong. You agree to submit irrevocably to the exclusive jurisdiction of the Hong Kong Courts if any dispute arises between us. You acknowledge that we may, at our own option, bring proceedings against you in any other jurisdiction in relation to any such dispute.