Terms of Engagement for OLN

Terms of Engagement for OLN

Standard Terms of Engagement [DRAFT]

 

  1. Introduction

 

    1. These terms and conditions are the “Terms” defined in the digital retainer letter between the named client (“you”) and Oldham, Li & Nie Lawyers of Suite 503, St. George’s Building, 2 Ice House Street, Central, Hong Kong (“OLN”) in respect of all work that OLN will undertake for you in the matter specified in the digital retainer letter (“Instructed Matter”).
    2. The Terms and OLN’s digital retainer letter (“Retainer”) apply to the exclusion of all other oral and written terms in respect of all work OLN that undertakes for you unless otherwise agreed by OLN in writing. Neither the Terms nor the Retainer may be amended unless agreed by OLN and you in writing.
    3. These Terms may be amended from time to time. In the event of any change to the Terms, reasonable efforts will be taken to give you 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.
    4. A Chinese version of these Terms is available on OLN’s website (www.oln-law.com/ChineseTerms) 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.
    5. Part of OLN’s services may be rendered by companies owned and controlled by OLN. For such purpose, the reference to “the Firm” includes OLN’s service companies which currently comprise OLN Corporate Services Limited, [OLN Shanghai Representative Office], [OLN Online].
  1. Fees & Payment

 

  1. OLN’s charges are calculated according to various factors provided for by the Legal Practitioners Ordinance, primarily reflecting the time expended in carrying out your instructions, the complexity of the Instructed Matter and the seniority and experience of the handler concerned.  Each Solicitor and Legal Executive is allocated an hourly rate and this ordinarily forms the basis of OLN’s charges to you. OLN’s current hourly rates are set out in the attached Schedule. OLN reserves the right to alter these rates from time to time without further notification to you.  In such circumstances the new rate will be payable from the date shown in OLN’s next invoice. When new Solicitors or Legal Executives join the Firm their charging rates will in general be based upon the hourly charging rate then applied to other such fee earners of similar qualification and experience.  The Firm has a formal system of time recording, so that there is an accurate record of the time spent on each client’s matter.
  2. As mentioned in the Retainer, from time to time OLN may ask you to pay costs on account of future fees or disbursements which OLN is likely to incur on your behalf.  As the Instructed Matter progresses, whether contentious or non-contentious, and monies on account may, in OLN’s discretion, be used up to settle fee invoices, OLN may request additional amounts from you to ensure that a balance is maintained throughout the duration of the engagement.
  3. OLN reserves the right to submit monthly invoices to you, each of which is a final invoice for the amounts stated, before completion of the matter.
  4. All OLN invoices rendered are payable immediately and you agree to settle such invoices within 30 days. After this time, all outstanding invoices will be subject to interest at the rate of 2% per month. OLN reserves the right to exercise a lien over your file, papers or work product until all such invoices are paid in full.
  5. From time to time, OLN shall submit interim invoices to you setting out costs and disbursements and the fee notes of Counsel and other third parties (if any) received by OLN in connection with the Instructed Matter. Interim invoices will usually be delivered on a monthly basis or upon completion of recognised stages or work in your instructions or at a time OLN that deems appropriate by virtue of the value of work done up or disbursements incurred to that date or the length of time that may have elapsed since receipt of your initial instructions or delivery of OLN’s previous invoice. Interim invoices delivered in accordance with this paragraph represent OLN’s final invoices to you for the work to which they are stated to relate and you agree to pay them when due. 
  6. OLN may, in its absolute discretion, use any amounts that it holds on account or other funds deposited with OLN to settle any such interim or final invoices. 
  7. It is your right to demand a “taxation” (that is review by the court) of any of the invoices delivered by us.  This right must be exercised within 30 days of delivery.  After 30 days a taxation may be ordered if you apply to the court but the court has the discretion whether to order taxation and to impose terms. 
  8. All of OLN’s invoices, whether interim or final, are to be settled immediately upon presentation. If they are not paid within 30 days, all outstanding sums due, whether they be OLN’s own costs or disbursements, will be subject to interest at the rate of 2% per month from the date of the invoice.
  9. In the event that that you request OLN to send invoices to parties other than you, the client, then you as the client unconditionally and irrevocably guarantee to OLN the payment of those invoices and confirm that OLN will look to you for payment of those invoices irrespective of the fact that they are addressed to a third party.
  10. For overseas clients, OLN invoices and requests for fees on account must be paid by telegraphic transfer to an OLN bank account in Hong Kong details of which will be sent to you. For each payment you make to OLN, please quote the relevant file ref. no.  (quoted at the top of each OLN invoice) so the amounts paid can be credited to the relevant matter without delay.
  1. Termination of Retainer
    1. 3.1          There may be certain circumstances, which might include, for example, a case where OLN is unable to obtain proper instructions from you, or where invoice(s) or a reasonable request for costs on account have not been paid for more than 60 days or where a conflict of interest arises, in which OLN would not be able to continue acting for you.  Obviously, OLN’s partners hope that such a situation will not arise.  However, in such circumstances OLN reserves the right to cease to act for you upon reasonable notice to you and, if appropriate in contentious matters, to apply to the court to be removed from the court record as acting for you.  If this occurs, OLN reserves the right to exercise a lien over your file, papers and all work product until all OLN’s fees and disbursements in respect of the Instructed Matter and any costs or disbursements on any other matters on which OLN has been acting for you have been paid in full.

 

  1. Use of Website

 

    1. The content on OLN’s website (www.oln-law.com) (the “Website”) is provided for general reference only and solely for your personal use. It does not constitute professional advice, whether legal or otherwise, and does not purport to be accurate, adequate, complete, current, or reliable. You rely solely on your own skill and judgement in your use of such information. We do not accept any responsibility whatsoever in respect of such Information.
    2. Your access to and use of the Website is solely at your own risk and all content on it is provided 'as is,' 'as available'.
    3. The content on the Website may change at any time. Although OLN makes reasonable efforts to update information on the Website, OLN makes no representations, and gives no warranties or guarantees, whether express or implied, that such information is accurate, complete or up to date.
    4. OLN reserves the right at all times to prohibit or deny your access to the Website or any part thereof immediately and without notice, if OLN believes that you have breached any of these Terms or any other applicable terms or policies or that such prohibition or denial is appropriate, desirable or necessary in OLN’s sole opinion.
    5. You are responsible for ensuring that all persons accessing the Website through your internet connection are aware of these Terms and other applicable terms or policies, and that they comply with them.
    6. OLN does not guarantee that its website, or any content on it, will always be available or be uninterrupted or that it is free of defects, viruses, malware or anything which may change, erase, add to or damage your software, data, devices or equipment. OLN may suspend or withdraw or restrict the availability of all or any part of the Website for business or operational reasons.
    7. OLN is the owner or the licensee of all intellectual property rights in the Website, and in all material published on it. Such works are protected by copyright laws and treaties around the world. All such rights are reserved.
    8. You may print, copy and download extracts of any page(s) from the Website for your personal use only and you may draw the attention of others within your organisation to content posted on OLN’s site. You must not use any part of the content on the Website for commercial purposes without obtaining written approval from us or OLN’s licensors.
    9. You must not modify the paper or digital copies of any materials you have printed or downloaded in any way, and you must not use any illustrations, photographs, video or audio sequences or any graphics separately from any accompanying text.
    10. If you print, copy or download any part of the Website in breach of these terms of use, your right to use the Website will cease immediately and you must return or destroy any copies of the materials that you have made.
  1. Links to Other Websites
    1. The links on the Website are for your reference and convenience and may take you to other sites. You acknowledge and agree that OLN has no responsibility for the accuracy or availability of any Information provided by these linked websites.
    2. OLN is not responsible for the operation or content of any linked website or any external websites that link to the Website. OLN is also not responsible for the protection and privacy of any information which you provide while visiting these linked websites.
    3. Links to other websites do not constitute an endorsement by OLN of such websites or any information, products, advertising or other materials available on those websites.
  2. Communications

6.1     Except as otherwise agreed between you and OLN:

  1. OLN may send any or all documents in relation to the Instructed Matter (collectively “Documents”) to you by email without encryption to whichever email address that you provide OLN with or the email address that you last used to communicate with OLN;
  2. you agree to notify OLN in writing of any change in your email address;
  3. for Documents sent by email, you will not receive a paper copy of the Documents unless you specifically request them;
  4. OLN will not separately notify you that Documents have been sent to your email address;
  5. OLN is entitled to assume that the Client’s designated email address and electronic devices are always properly functioning; and
  6. you accept full responsibility for printing or saving important Documents.

 

  1. Fraud Prevention

 

    1. Be aware that third parties may impersonate OLN, our partners or staff for fraudulent purposes.  Third parties may also create, for fraudulent purposes, websites that impersonate OLN.  While OLN makes reasonable efforts to detect and thwart impersonation attempts, it cannot and does not take responsibility for fraud committed by third parties.  You should therefore take reasonable precautions against fraud, including those suggested below.
    2. To prevent fraud, you should ensure that the domain name of our website is correctly displayed as “https://www.oln-law.com”, and that e-mails purporting to come from us contain the domain name “@oln-law.com” and not a variation of this.
    3. OLN will never notify you by e-mail, text messages, pre-recorded voice messages, or by any means through the Website that OLN’s bank account details have changed.  You should regard any such communication or information on any website stating that OLN has done so to be an attempt by a third party to defraud you.
    4. OLN may make requests for payments for invoices by e-mail, but you will always have the opportunity to verify that the request is genuine by other means such as a follow up telephone call or email) with OLN staff prior to payment.
    5. If you have any doubts about our payment details or requests for payment, please contact the solicitor with ultimate responsibility for the Instructed Matter by telephone first before arranging payment.
  1. Client Due Diligence Obligations

 

    1. To fulfil the requirements of the Guidelines on Anti-Money Laundering and Terrorist Financing issued by the Hong Kong Law Society, as amended (the “AML Guidelines”), OLN must request you to provide certain documents and information to complete required client due diligence procedures.
    2. Without limiting the generality of the above, OLN will require you to complete a Client Information Form and provide OLN with the supporting documents as set out in the Client Information Form.
    3. OLN may request from you additional documents and information throughout the duration of OLN’s engagement when they are in OLN’s view necessary to satisfy the requirements of the AML Guidelines.  You acknowledge that if such documents or information are not made available to OLN as requested, OLN may not be able to continue to act for you.
    4. OLN shall hold all information that you provide about you and your affairs confidential and will act in accordance with the instructions and information provided by you, but OLN shall not be required to verify the same.  OLN 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. OLN shall not disclose any confidential information which OLN obtains as a result of acting for you to any other person or party except:
  1. as required by law;
  2. as required by any regulatory, governmental or other authority with relevant powers to which the Firm is subject or submit to; or
  3. as is reasonable and necessary for the purpose of carrying out your instructions;
    1. Any personal data collected from you and held by OLN will be handled in accordance with the Personal Data (Privacy) Ordinance.  All personal data collected in the client identification and verification process will only be used for client due diligence purposes, for advising you on the Instructed Matter and for sending you details of other services that the Firm may from time to time offer including legal updates, seminar invitations and other marketing materials. Your personal data will be only used by OLN but, where necessary, may be provided to OLN’s agent, contractor or third party service provider for the purposes of providing services to you. OLN complies with its statutory obligations regarding all client personal data.  You may contact the solicitor handling the Instructed Matter for any enquiries about your personal data held by OLN.  A copy of OLN’s Privacy Policy is available upon request at [email protected].
  1. Limitation of Liability

 

    1. OLN will provide professional legal services and will use all reasonable commercial efforts to provide the services in an efficient and timely manner, using the necessary skill and expertise to an appropriate professional standard.  However, as a law firm, OLN acknowledges that there is always a possibility of claims being made against it and considers it appropriate and commercially reasonable to apply certain limitations on liability to safeguard OLN from any onerous claims.   
    2. In the event that you make a claim against OLN, OLN sets out, and you accept, the limitations which apply to OLN’s liability in respect of the provision of legal services. The limitations as set out below are accepted by both of OLN to be commercially fair and reasonable, given the duties OLN is undertaking as your legal representative(s), the amounts which OLN is entitled and the availability (and cost) of professional indemnity contributions. 
    1. To the extent permitted by law, you agree that to the extent that any loss or damage suffered by you is attributable to negligence, fault or lack of care on your part or on the part of any person for whom you are responsible, OLN  is not liable (in contract, tort or otherwise) for any such loss or damages and shall only be responsible for such loss or damage arising as a reasonably foreseeable consequence of OLN’s default or negligence. 
  1. Agreement

 

    1. If any of these Terms or any terms in the Retainer seem unclear to you, please seek clarification as soon as possible from the solicitor responsible for the Instructed Matter, otherwise OLN shall consider that by OLN continuing to act for you, that you understand and accept these Terms and the Retainer.
    2. In the event that the Retainer is addressed to more than one party as client, (or OLN is retained by two clients on the same matter) the obligations as provided for herein are (unless otherwise agreed by OLN in writing) joint and several obligations.  You jointly and severally agree that OLN can recover all of its costs and disbursements against all of you or any one of you.  You jointly and severally agree that if any of you do not wish to proceed in respect of the Instructed Matter then OLN can continue to act for the other and recover any costs to which any of you is entitled on a joint and several liability basis for the benefit of the remaining client(s).
    3. The laws of Hong Kong shall govern the interpretation of these Terms and the Retainer and any dispute, claim or proceedings arising out of or relating to them or the breach termination or invalidity thereof, [shall be submitted to the exclusive jurisdiction of the Courts of Hong Kong] / [shall be resolved by arbitration in accordance with the Short Form Arbitration Rules for the time being in force.]
    4. THE RETAINER LETTER AND THESE TERMS TOGETHER CONSTITUTE A LEGALLY BINDING CONTRACT BETWEEN SOLICITOR AND CLIENT.
    5. By pressing the “ACCEPT” button on the Retainer, you hereby acknowledge that you have read and accept these Terms and have discussed any questions or concerns you have regarding them and/or the Retainer and have received a copy of the same. You agree to retain the Firm in accordance with these Terms and the Retainer.
  1. Client Service Manager

 

    1. OLN is committed to provide not only sound advice to assist you with your legal matter but to live up to OLN’s service standards in all regards.  To this end, OLN has appointed a Client Service Manager, Mr. Robert Campbell (Ph. (852) 2868-0696), who may from time to time contact you to enquire about the service the firm is providing and ensure that OLN is upholding its service and quality commitment of PRACTICAL LEGAL SOLUTIONS – ON TIME – NO EXCUSES.  You may address to Mr. Campbell any query or concern you may have relating to your appointment of OLN as your legal adviser. 

We look forward to being of assistance to you.

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