STANDARD TERMS AND CONDITIONS OF ENGAGEMENT
These Standard Terms and Conditions of Engagement, together with the engagement letter issued by Ng, Au Yeung & Partners (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.
2. 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.
3. Charges and disbursements
The Firm will bill the Client separately for charges and disbursements 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 may be billed in accordance with the Firm’s current charges from time to time.
4. Payment
The Client shall promptly settle all bills from time to time issued by the Firm in connection with the Instructed Matter. If any money received or incurred by the Firm is in foreign currency, the Client agrees that the Firm shall be entitled and hereby authorized to convert such foreign currency into the local currency of Hong Kong and vice versa, at such exchange rate as the Firm may from time to time consider appropriate at its sole and absolute discretion and such conversion shall be legally binding on the Client. 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.
5. Billing arrangements
The Firm may render bills from time to time on an interim basis. All bills must be paid without any deduction or withholding on account of taxes or charges of any nature upon presentation.
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.
7. Indemnification
(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 Proceedings or otherwise involved in any Proceedings (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 Proceedings.
(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 Proceedings 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 Proceedings 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 “Proceedings” shall include any threatened, pending or completed action, suit or proceedings, 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.
8. 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.
9. 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.
10. 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.
11. Electronic communication
Unless the Firm and the Client agree otherwise, the Firm may send any or all documents in relation to the Instructed Matter to the Client by email without encryption to the Client’s nominated email address.
12. 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).
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.
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. 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.
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 by email at info@ngauyeung.com or telephone at +852 25286638.
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 as required or permitted by the applicable professional conduct rules.
The Firm's duty to keep confidential information relating to the Client or the Instructed Matter on which the Firm is acting, or has acted, for the Client is subject to any disclosures the Firm considers in good faith it is required to make to any police, governmental, regulatory, or supervisory authority under any statutory or regulatory obligations (including those described in paragraph 14 (Anti-money laundering)) or in accordance with any internal procedures that the Firm has put in place to meet those obligations.
17. 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.
18. 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.
December 2025