STANDARD TERMS AND CONDITIONS OF ENGAGEMENT-Gallant

Gallant

STANDARD TERMS AND CONDITIONS OF ENGAGEMENT

These Standard Terms and Conditions of Engagement, together with the engagement letter issued by Gallant (the “Firm”), constitute the terms of agreement (the “Agreement”) between the Firm and its client (the “Client”) for legal services. Please read them carefully before instructing the Firm to commence any legal works or transactions (the “Instructed Matter”).

1. Representation

The Firm will represent the Client in connection with the Instructed Matter as set out in the engagement letter only. Without clear instructions, the Firm is not retained to represent the Client in a general capacity. The Firm’s role will be limited to advising on applicable Hong Kong law and executing legal mechanics involved in implementing the Instructed Matter. The Firm is not qualified to advise, and will not advise, on commercial, tax and financial aspects of the Instructed Matter.

2. Service standard

The Firm shall endeavour to ensure that the Firm provides the Client with efficient, cost effective and high quality services in relation to the Instructed Matter. The Client agrees to notify the Firm at the commencement of the Instructed Matter the name and contact details of person properly authorized to give the Firm instructions or act on behalf of the Client and will promptly notify the Firm of any changes of such person or contact details.

The Client agrees to ensure that any information requested by the Firm from the Client in relation to the Instructed Matter will be accurate, complete and given to the Firm promptly. The Firm will not be responsible for instructions which are late, incomplete or inadequate. The Client agrees to notify the Firm immediately of:

(a) any significant changes in, or to, the information that the Client gives or has given to the Firm; and

(b) any other relevant fact, issue or circumstances relating to the Client and/or the Instructed Matter which affects, or may affect, the Firm in acting or continuing to act for the Client.

The Client will be kept closely involved with the progress of the Firm’s services in relation to the Instructed Matter. The Firm will keep the Client informed of all material developments, and, in the case of litigation proceedings or alternative dispute resolutions, provide sufficient notice to the Client to enable the Client’s responsible representatives to attend meetings, conferences, hearings and other proceedings. A copy of all important correspondence in the course of the service will be forwarded to the Client.

3. Costs on account

The Client agrees, if required by the Firm, to maintain with the Firm costs on account, which is in the nature of a deposit to be used for defraying future legal fees, charges and disbursements. Upon issuance of interim and/or final bills, the Firm is authorized to deduct and withdraw money from the costs on account to pay for the bills. Without prejudice to the foregoing, the Firm may from time to time deduct and withdraw money from the costs on account towards payment in reimbursement of money incurred by the Firm on behalf of the Client. Further costs on accounts may be required from the Client from time to time when money so deposited has been utilized.

4. Charges and disbursements

The Firm will bill the Client separately for charges (e.g. photocopying and printing charges) and disbursements (e.g. stamp duty) and all other out-of-pocket expenses incurred in the handling of the Instructed Matter. Charges which are required to be paid by the Client in the handling of the Instructed Matter (e.g. international facsimile and telephone calls) may be billed in accordance with the Firm’s current charges from time to time.

5. Administrative fees and payment

The Firm may bill the Client an administrative fee for the following events:

(a) handling fixed deposit of the Client’s costs and/or other moneys on account maintained with the Firm from time to time as requested by the Client, such administrative fee for each deposit will include a set up fee of HK$1,000 and a fee of not less than HK$300 per month with monthly rest;

(b) maintaining client’s money on account, attending to work in respect of the deposit and withdrawal of money and accounting to the Client for the interest earned on the money, such administrative fee will be not less than HK$300 per month with monthly rest;

(c) storage of files and documents which are not collected by the Client after a period of 30 days from the conclusion of cases despite the Firm’s request, such administrative fee will be not less than HK$300 per month with monthly rest; and

(d) physical retrieval of files and documents from godown and provision of documents from file records, such administrative fee will be not less than HK$1,000 per request.

All amounts payable by the Client to the Firm shall be made free and clear of and without deduction for or on account of any taxes now or hereafter imposed, levied, collected, withheld or assessed by any country, state or any political sub-division or taxing authority thereof or therein. For the avoidance of doubt, all value-added taxes shall be borne by the Client.

The Client shall promptly settle all bills from time to time issued by the Firm in connection with the Instructed Matter. The Client shall not be deemed to have settled the Firm’s bills until the Firm has actually received the payment. Payment by cheque shall be subject to clearance. If the Client deposits or transfers any money into the Firm’s designated bank account, the Firm shall not be deemed to have received the fund until the Firm has been notified by the bank concerned that the money has been received or the Client has provided the original pay-in slip for the bank deposit or transfer to the satisfaction of the Firm.

Subject to the Firm’s written consent, in the event that the Client settles bills issued by the Firm for services rendered by the Hong Kong office of the Firm through the account of the representative office of the Firm, no separate receipt by the representative office of the Firm will be issued to the Client. The Client shall be solely responsible for all taxes and duties, including value-added taxes, which may be payable by the representative office of the Firm for the collection of such payment.

6. Interest

Entirely without prejudice to other rights of the Firm, for any bills issued and sent, the Client may be required to pay interest thereon at the rate of 5% per annum on a daily basis if such bills or any part thereof be outstanding for more than 30 days.

Where the Firm holds the Client’s money in respect of a particular matter, the Firm will account to the Client, where appropriate, for any interest earned in accordance with the requirements (if any) of the Solicitors’ Accounts Rules for the time being in force. Without prejudice to the foregoing, the Client may agree with the Firm as to the application of the Client’s money or interest on the money.

7. Billing arrangements

The Firm may render bills from time to time on an interim basis. All bills are due and payable upon presentation. All bills will include a summary statement of all kinds of services rendered during the relevant period and, if so requested, be accompanied by a detailed statement describing the services performed, the time expended each day by each fee earner, and the hourly rates.

Fees, charges and reimbursable expenses included in each bill will be broken down by category. The Firm will maintain back-up documentation for all out-of-pocket disbursements for the Client’s review subject to a charge of the necessary administrative fees.

8. Indemnifications

(a) The Client shall indemnify the Firm in accordance with the provisions of this Clause if the Firm is a party to or threatened to be made a party to any Proceeding or otherwise involved in any Proceeding (whether or not by or in the right of the Client) by reason of the fact that the Firm acts or has acted for the Client or otherwise the Firm has provided services to the Client or any other parties on the instructions or at the request of the Client, against all Expenses incurred by the Firm in connection with the investigation, defense, appeal or settlement of such Proceeding.

(b) Any indemnification hereunder shall be made forthwith upon demand by the Firm. The right to indemnification in favour of the Firm shall be enforceable by the Firm in an action in any court of competent jurisdiction. The Firm’s Expenses incurred in connection with its right to indemnification, in whole or in part, in connection with any Proceeding shall also be indemnified by the Client.

(c) The indemnification provided herein shall not be deemed exclusive of any other rights to which the Firm may be entitled under the laws. The indemnification hereunder shall continue in favour of the Firm even though the Firm may have ceased to act for the Client.

(d) If the Firm is entitled under any other agreements or provisions to indemnification by the Client for some or a portion of the Expenses incurred by the Firm in the investigation, defense, appeal or settlement of any Proceeding but not, however, for the total amount thereof, the Client shall nevertheless indemnify the Firm for the remaining portion of such Expenses. For purposes of this Clause, the term “Proceeding” shall include any threatened, pending or completed action, suit or proceeding, whether brought by or in the right of the Client or otherwise and whether of a civil, criminal, administrative or investigative nature, in which the Firm may be or may have been involved as a party or otherwise, in each case whether or not the Firm is still acting in any such capacity at the time any liability or expense is incurred. The term “Expenses” shall include, without limitation, expenses of investigations, judicial or administrative proceedings or appeals, amounts paid in settlement by or on behalf of the Firm, legal fees, charges and disbursements and any expenses of establishing a right to indemnification under this Clause.

9. Solicitors’ lien and intellectual property rights in work

The Firm is entitled to impose a lien on the Client’s papers, title deeds and documents delivered to the Firm for costs due and work done unless and until all sums due to the Firm are fully settled.

The Firm shall retain ownership of the Firm’s working papers and the copyright and all other intellectual property rights in the work that the Firm does for the Client which remains the Firm’s sole property. For the purpose of advising the Client or other clients and subject to the Firm’s duties of confidentiality to the Client, the Firm shall be entitled to use, analyze, share and develop the knowledge, experience and skills of general application gained through working for the Client.

Unless otherwise agreed, the Firm shall keep the Firm’s working papers, copy transaction documents and any papers or documents prepared for the Client (but still remaining on the Firm’s files) for such period as may be prescribed by the Law Society of Hong Kong from time to time, after which the Firm shall have the right to destroy any documents or papers.

The Firm is entitled to charge the Client photocopying charges with respect to the working papers notwithstanding that the Firm retains ownership of the same.

10. Payment by third party

If a third party undertakes to pay the Firm’s fees, charges, disbursements or other expenses incurred on the Client’s behalf and such third party either fails or refuses for any reason to settle such fees, charges, disbursements or other expenses for more than 30 days from the date of delivery of the Firm’s bill, the Client shall upon demand immediately pay such fees, charges, disbursements and other expenses as are outstanding.

11. Conflicts of interest and compliance issue

The Firm will check with the Firm’s records against any potential conflicts of interest with the Firm or the Firm’s present and former clients and the compliance policies of the Firm for the time being in force.

If during the course of representation the Firm becomes aware of any potential or real conflicts of interest, whether as between clients of the Firm or between the Client and the Firm or conflicts with issues relating to any of the compliance policies of the Firm for the time being in force, which prevent the Firm from continuing to act for the Client, the Firm is entitled to cease to act for the Client and shall inform the Client accordingly.

The Firm is in association with Guantao & Chow, solicitors and notaries (“Guantao Hong Kong”) with effect from 1 April 2024. However, the Firm and Guantao Hong Kong remain separate law firms operating independently. Our conflict check will not be conducted against Guantao Hong Kong’s records.

12. Electronic communication

Unless the Firm and the Client agree otherwise,

(a) the Firm may send any or all documents in relation to the Instructed Matter (collectively “Documents”) to the Client by email without encryption to the Client’s nominated email address;

(b) for Documents sent by email, the Client will not receive a paper copy of the Documents unless the Client specifically requests them or the Firm offers to provide the same to the Client;

(d) the Client will need to regularly check to see if the Client has received any emails from the Firm;

(e) the Firm may assume that the Client’s nominated email address and the Client’s electronic equipment are always capable of receiving electronic communication;

(f) the Client is responsible for printing or saving important Documents;

(g) the Firm may send Documents to the most recent email address that the Client has nominated; and

(h) the Client agrees to notify the Firm in writing of any change in the Client’s nominated email address.

13. Limitation of liability

Unless otherwise expressly stated in the engagement letter, the Firm’s liability to the Client will be limited to the level of cover applicable to solicitors in general as from time to time required by the Solicitors (Professional Indemnity) Rules subject to the exclusions and/or restrictions (if any) as set out in the relevant professional indemnity insurance policy applicable to the Firm. For the avoidance of doubt, the said limitation of liability will not in any event fall below the minimum level of cover required by the Solicitors (Professional Indemnity) Rules for the time being in force. Furthermore, the said limitation shall not exclude the Firm’s liability for negligence (if any) in contentious legal work and is without prejudice to the general fiduciary obligations of solicitors to their clients and the legal requirements of the Control of Exemption Clauses Ordinance.

The Firm is a member of Meritas, which is a network of independent law firms located in major cities throughout the world. Meritas members are not engaged in the joint practice of law and do not share fees among themselves. Membership in Meritas gives the Client important access to legal resources in other jurisdictions and specialty areas of practice so that the Client’s needs for legal services can be handled efficiently. Since the Firm will only work alongside and utilize the services of another Meritas firm with the Client’s express knowledge and consent, the Client agrees that the services of the Meritas firm so utilized are deemed retained by the Client directly and independently and as such, the Firm will not be held responsible for the services and work quality of other members in Meritas which have provided services to the Client.

14. Anti-money laundering

In order to comply with legislation on money laundering and terrorist financing and the legal professional directions on these matters, the Firm is bound to:

(a) request the Client to provide, among others, written documents to substantiate the Client’s identity for verification purpose before the Firm can accept instructions to act. The Firm will take copies of these documents for records. In the case of corporate clients the Firm will undertake a company search and request a director, principal shareholder, beneficial owner or other executive who is in charge of the company to provide evidence of identity as above. For overseas clients who are not able to attend the Firm’s office in person, other arrangement such as arranging for certified copies of the original documents to be made and sent to the Firm by a local professional adviser may be accepted by the Firm. Unless and until the client identification and verification process has been completed to the Firm’s satisfaction, the Firm reserves the right not to accept the retainer.

(b) request the Client to provide justification or answer questions which may not directly relate to the Instructed Matter for the purpose of knowing more about the nature and the intended purpose of any particular transaction and the business relationship between parties.

(c) verify the identity of a third party if the Client instructs the Firm to receive from or pay money to a third party on the Client’s behalf.

(d) report to the Joint Financial Intelligence Unit of the Hong Kong Police Force if there are reasonable grounds for suspecting that money laundering or terrorist financing activities are involved. Accordingly, in the event that such situation does arise in connection with the Instructed Matter, the Firm reserves the right to make a report to the relevant authority at any time without prior notice to the Client or the Client’s consent. The Firm may even suspend or terminate the retainer without explanation.

It is the Firm’s policy not to accept cash payments exceeding HK$20,000.

15. Personal data collection

All personal data collected in the client identification and verification process will only be used for the client due diligence purpose (if necessary), for advising the Client on the Instructed Matter and for sending the Client details of other services that the Firm may from time to time offer including legal updates, seminar invitations and other marketing materials. If the Firm intends to use the Client’s personal data for any other unrelated purposes, the Firm shall seek the Client’s permission before so doing. If the Client does not want to receive any information about the Firm's services or any specific information such as legal update, seminar invitation and/or marketing material, he or she may contact the Firm’s Office Manager by email at gyth@gallantho.com or telephone at +852 25263336.

16. Confidentiality

The Firm shall not disclose any confidential information which it obtains as a result of acting for the Client to any other person or party except:

(a) as is reasonable and necessary for the purpose of carrying out the Client’s instructions;

(b) as required by law;

(c) as required by any regulatory, governmental or other authority with relevant powers to which the Firm is subject or submits; or

(d) to the extent that such confidential information is in or has come into the public domain through no fault of the Firm.

The Client should note that legislation on money laundering and terrorist financing has placed solicitors under a legal duty in certain circumstances to disclose or report information to the relevant authority. When a solicitor knows or suspects that a transaction on behalf of a client involves money laundering, the solicitor may be required to make a money laundering disclosure or report as required by law. If, while the Firm is acting for the Client, it becomes necessary to make a money laundering disclosure or report, the Firm may not be able to inform the Client that a disclosure or report has been made or the reasons for it.

17. Termination

The Client has the right to terminate the Firm’s engagement by written notice at any time. Similarly, the Firm also has the same right to terminate the Client’s engagement, subject to giving the Client prior notice (save in exceptional circumstances).

In particular and without prejudice to the foregoing, the Firm may terminate the Client’s engagement if:

(a) the Client fails to assist the Firm in complying with the Firm’s obligation under any legislation, regulations, directions or the related professional practice directions on money laundering and terrorist financing;

(b) the Client fails to give the Firm clear and proper instructions despite repeated requests so that the Firm is unable to advise the Client in an efficient and effective manner;

(c) the Firm becomes aware of any potential or real conflicts of interest or issues with any of the Firm’s compliance policies (including potential or real violation of any applicable term or condition of the professional indemnity insurance policy of the Firm) which in the opinion of the Firm prevent the Firm from continuing to act for the Client;

(d) any of the Firm’s invoices remain unpaid for more than 60 days; or

(e) any circumstances arise which lead to or may lead to breakdown of trust and confidence between the Client and the Firm, and the Firm considers that it is inappropriate for the Firm to continue working for the Client. Termination of this engagement shall be without prejudice to any rights that may have accrued for either the Client or the Firm before termination. The Client will remain responsible for the payment of all fees, charges, disbursements and other expenses incurred up to the time of termination and any fees, charges, disbursements and other expenses incurred on the transfer of the Client’s work and papers to another firm (if applicable).

18. Severability

If any term of the Agreement is held to be invalid or unenforceable by any judicial or other competent authority but would be valid or enforceable if some parts of the term were modified or deleted, the term in question will apply with the minimum modification or deletion necessary to make it valid and enforceable, and the other provisions in the Agreement will be unimpaired and remain in full force and effect.

19. Amendment

The Firm reserves the right to amend and supplement any terms and conditions of the Agreement at any time and from time to time notwithstanding that the Firm has already been retained by the Client. Such amendment and supplement shall be binding on the Client upon the Firm giving not less than 30 days’ prior written notice to the Client at the Client’s last known address on the record of the Firm.

20. Governing law

The laws of the Hong Kong Special Administrative Region shall govern the interpretation of the Agreement. Any dispute, controversy or claim arising out of or relating to the Agreement, or the breach termination or invalidity thereof, shall be resolved by arbitration in accordance with the Short Form Arbitration Rules of Hong Kong International Arbitration Centre for the time being in force.

October, 2022