STANDARD TERMS OF ENGAGEMENT

1.    Introduction
1.1.    This document outlines the terms of your engagement with Katherine Chan Law Office (our "Standard Terms of Engagement") as your legal adviser on Hong Kong law. Please review the following terms carefully and inform us if you wish to discuss any points prior to engaging our services.
1.2.    When we accept your instructions to provide legal services (the "Engagement"), a letter referring to these Standard Terms of Engagement (the "Engagement Letter", if any), along with these Standard Terms of Engagement, will form the agreement between you and us for the purposes of the Engagement. If no Engagement Letter is issued, these Standard Terms of Engagement will constitute the agreement between you and us.
1.3.    Some of our services may be provided through affiliated companies under our control. Therefore, references to "we" or "us" include such affiliated entities, including Katherine Chan Law Office, Katherine Chan Consultancy Limited, and Law and Business Consulting Limited.
1.4.    While we aim to avoid changes in the personnel responsible for the Engagement, we reserve the right to substitute them with equally competent individuals if necessary.
2.    Scope of Services
2.1.    We are under no obligation to perform any services outside the scope set out in the Engagement Letter or as otherwise agreed. If there is any conflict between these Standard Terms of Engagement and the Engagement Letter (if any), the Engagement Letter shall prevail.
2.2.    We understand that part or all of our services may be rendered for the benefit of companies in which you hold an interest or affiliation, directly or indirectly, as part of a group (you and all such companies collectively being the "Group"). While instructions may be received directly from or invoices sent to any Group member, you remain primarily liable for all our fees and expenses.
2.3.    Unless specifically agreed, our engagement does not include the provision of tax advice, nor do we assume responsibility for any tax-related matters.
2.4.    We are committed to providing professional services in a timely, effective, and efficient manner. If you have any concerns or complaints regarding our services, we welcome the opportunity to discuss and resolve them promptly.
3.    Our Fees and Expenses
3.1.    Unless otherwise agreed, our fees for the Engagement will be charged based on our hourly rates. The applicable hourly rates will be specified in the Engagement Letter or separately notified to you in writing. Our fees are determined based on the following factors:
a)    the complexity of factual and legal issues;
b)    the volume of documents prepared or reviewed;
c)    time spent in meetings, obtaining instructions, and verifying facts;
d)    the value or size of the matter;
e)    the urgency of the work; and
f)    the seniority of the personnel involved.
3.2.    At your request, we may provide an estimate of our likely fees based on the information available at the time. Estimates are subject to revision and are not binding.
3.3.    In some cases, we may offer a fixed fee for the Engagement. A fixed fee reflects our proposal to handle a specific matter for a defined fee. If the work required extends beyond the agreed scope, additional work will be charged per paragraph 3.1 above.
3.4.    We may from time to time request advance payments on account of fees and expenses, which will be credited against future invoices. Invoices will be issued periodically, and each invoice will represent our best calculation of the bill for work completed during that stage of the Engagement, including any disbursements or other expenses incurred.
3.5.    Out-of-pocket expenses (whether already incurred or anticipated), such as postage, bank charges, filing fees, stamp duty, travel expenses, search fees, overtime for support staff, photocopying, and telephone charges, will be billed as disbursements or other charges or expenses alongside our stage payments.
3.6.    By instructing us, you authorize us to appoint third-party service providers as needed and to pay for their fees and other expenses required for the completion of our services. However, before engaging any barrister, foreign lawyer, or expert, we will consult you.
3.7.    Any money held by us for you, whether for fees, expenses, or otherwise, will be placed in our client account. Due to low-interest rates and associated administrative costs, the Law Society of Hong Kong has waived the requirement for law firms to pay interest on client money. You agree that, unless otherwise arranged in writing, no interest will be paid on funds held, and we are entitled to retain any interest or benefits accrued.
4.    Settlement of Invoices
4.1.    Invoices are payable within 14 days from the date of issuance. Any invoice overdue by more than 14 days may incur interest at the rate applied to judgment debts, at our discretion.
4.2.    If an invoice remains unpaid for more than 14 days, or if you fail to comply with a payment request within this period, we reserve the right to suspend services. In such cases, we will charge for all work completed up to that point.
4.3.    Payment of invoices will not be subject to any deductions or withholdings for taxes or charges of any nature. You agree to cover any deductions or withholdings required by law, ensuring the full invoice amount is paid to us.
5.    Client Identification, Verification and Due Diligence
5.1.    As required by the Hong Kong Law Society's rules and directions, we are obligated to conduct client identification, verification, and due diligence (collectively, the "Review") or to obtain relevant information from third parties for these purposes.
5.2.    You agree to provide the documents and information set out in the Engagement Letter, or as otherwise requested by us, upon signing the Engagement Letter or as soon as possible thereafter. If you fail to provide the required documents, if the Review is not completed to our satisfaction, or if a conflict of interest arises, we reserve the right to terminate or suspend the Engagement immediately without prior notice. However, we will endeavour to inform you promptly.
5.3.    You confirm and warrant that neither you nor any owners or controllers of your entity, directly or indirectly, are, or will be during the term of the Engagement, acting on behalf of any person or entity subject to sanctions or restrictions by the United Nations, Hong Kong, the European Union, the United Kingdom, or the United States.
5.4.    By requesting us to proceed with the Engagement, you confirm the accuracy of the documents and information provided, warranted under paragraph 5.2, and the accuracy of your personal particulars. If applicable, you also confirm the authority of the designated signatory to provide instructions to us. You undertake to notify us immediately, in writing, if any information provided under paragraph 5.2 becomes untrue, incorrect, or misleading in any respect.
5.5.    If we have reasonable grounds to suspect that a matter involves money laundering, we may be required to report our knowledge or suspicions to the relevant authorities. In making such reports, we may be precluded from notifying you or obtaining your consent. In certain circumstances, we may also be required to terminate or suspend the Engagement without providing an explanation for the termination or suspension.
6.    Communications
6.1.    We may communicate with you through various electronic means, including telephone, fax, email, CD-ROM, USB, cloud storage, artificial intelligence, instant messaging, and social media. Due to the risks associated with electronic communications, such as potential misinterpretation, misdirection, non-receipt, data corruption, or unauthorized access, we are not liable for any issues, losses, or unintended disclosures resulting from such communications.
6.2.    Both you and we are responsible for conducting regular virus checks. It is the responsibility of the recipient to implement appropriate anti-virus measures and to conduct thorough virus checks on all systems and communications, including emails and online interactions. We accept no liability for:
a)    any viruses, malware, or other harmful elements that may infiltrate our systems, data, or devices through any means of communication; or
b)    any loss, damage, or interference with data, messages, or information, whether in transit, storage, or upon receipt, caused by the operation of anti-virus measures, security protocols, or other technical failures.
7.    Use of Advanced Technologies
7.1.    You acknowledge and agree that our services may involve the use of advanced technologies, including email, cloud storage, artificial intelligence, instant messaging, and social media. Although we take reasonable measures to protect data security and confidentiality, we cannot guarantee absolute security. Therefore, we disclaim any liability for unauthorized access, loss, or misuse of data arising from the inherent risks of these technologies, including, but not limited to, security breaches, message misdirection, algorithmic errors, or other technical failures.
7.2.    We disclaim all liability for any loss, damage, or claims arising from the use of these technologies in the course of our services, except as required by law.
8.    Ownership and Storage of Materials
8.1.    All original documents, including deeds, guarantees, and certificates, as well as all other materials provided or obtained for the Engagement, will be returned, disposed of as directed, or otherwise handled upon completion of the Engagement and settlement of all invoices. We may retain copies before returning or disposing of them.
8.2.    Our working files, correspondence, and materials created during the Engagement will remain our property. Unless otherwise agreed, we retain the copyright to all materials prepared on your behalf.
8.3.    We will retain materials unless you request their return or disposal for periods prescribed by the Law Society of Hong Kong, or longer if we deem appropriate. We may destroy these materials without prior notice after these periods.
8.4.    You acknowledge and consent to our storing materials in open cloud environments.
9.    Data Protection
9.1.    We will process all personal data collected from you, whether within or outside Hong Kong, in compliance with applicable data protection laws and our confidentiality obligations. Your personal data is primarily used to provide legal services, maintain client records, and comply with legal and regulatory obligations. We may disclose your personal data to agents or consultants acting on your behalf. We will seek your explicit consent before using your data for unrelated purposes or disclosing it to third parties. 
9.2.    If you wish to update or access your personal information, or have any questions about our data processing, please contact the solicitor overseeing your Engagement or our principal.
10.    Audit Enquiries
We may receive inquiries or requests for information from your auditors in connection with the preparation and audit of your accounts. Unless you direct otherwise, we will assume you authorize us to respond. Our responses will be limited to inquiries specifically concerning matters we are handling on your behalf and will not extend to general inquiries. We reserve the right to charge a fee for responding to these inquiries.
11.    Disclosure for Promotional Purposes
Unless you instruct otherwise, and subject to any confidentiality agreements with other parties, you agree that we may use a summary description of all completed or publicly disclosed pending matters for our promotional activities. We will not disclose any confidential information regarding these matters, except where required by law or as necessary for promotional purposes.
12.    Confidentiality
12.1.    We are required to maintain the confidentiality of all information acquired during the Engagement, except where you authorize disclosure or where required by law. You consent to our disclosure of your confidential information to our professional indemnity insurers, our professional advisors, third-party service providers such as agents or consultants acting on your behalf, or any other third parties as required by law.
12.2.    Likewise, we are required to withhold confidential information about other clients that could benefit you.
12.3.    You agree that we are authorized to disclose that you are our client and that we have acted for you in specific matters related to the Engagement.
13.    Conflict of Interest
13.1.    If either you or we become aware of a potential conflict of interest, it must be promptly addressed. In such instances, we retain discretion to determine, in light of legal and professional obligations and the interests of all involved parties, whether to continue acting for one party or cease acting for both. If we decide to discontinue our services, we will terminate the Engagement with reasonable notice.
13.2.    We represent a diverse range of clients, including clients in the same industries or sectors, which may have conflicting interests. You acknowledge that we may represent current or future clients in your industry or those with conflicting interests, provided we safeguard your confidential information and do not use it to benefit another client.
13.3.    You consent to our representation of multiple clients in legal actions against common defendants, provided no conflict of interest exists. We will not disclose information between clients that could benefit another. Enforcement actions will proceed in the order that we receive instructions.
14.    Services for Your Own Benefit
14.1.    The services provided under the Engagement are intended solely for your benefit, and we accept no responsibility to any third party. Should a third party act as an agent on your behalf, you and your agent are jointly and severally liable for ensuring the agent has the authority to engage us under these Standard Terms of Engagement and to provide instructions to us. Our advice is for your use only, and we disclaim any liability to third parties. Furthermore, nothing in these Standard Terms of Engagement or any Engagement Letter (if any) is intended to provide any third party with rights enforceable under the Contracts (Rights of Third Parties) Ordinance (Cap. 623 of the Laws of Hong Kong), unless explicitly stated otherwise.
14.2.    You will be directly liable for the fees and expenses of any other professional party introduced by us at your request. Any advice provided by such parties will be their responsibility, and we will not be liable for their acts or omissions.
14.3.    Unless otherwise agreed, we retain the copyright and all intellectual property rights in any original materials generated for you. You may use materials prepared under the Engagement within your organization solely for the purpose for which they are provided and subject to their confidentiality.
15.    Termination of the Engagement
15.1.    You may terminate the Engagement at any time by giving us written notice.
15.2.    We may also terminate the Engagement for valid reasons by giving at least 7 days' written notice, or a shorter period if permitted under professional standards. Justifiable reasons for termination may include, but are not limited to:
a)    non-payment of due fees;
b)    our inability to obtain clear instructions from you;
c)    a serious breakdown in the trust and confidence between us;
d)    breach of the Engagement terms or warranties by you; or
e)    circumstances making it inappropriate to continue our services under professional rules.
15.3.    Termination by either party will not affect accrued rights, liabilities, or the enforcement of terms intended to continue after termination.
15.4.    These Standard Terms of Engagement and any Engagement Letter will remain effective despite the termination of the Engagement.
16.    Exclusion of Liability
16.1.    We are solicitors licensed to practice law in Hong Kong and provide advice solely on matters governed by Hong Kong law. We do not provide business advice, and our services should not be construed as such. Should you require it, we may, with your consent, engage counsel in other jurisdictions for your specific needs. However, our provided information and services, including any advice not directly related to Hong Kong legal matters, do not constitute legal advice under any law and are not to be treated as such. We specifically disclaim any liability related to non-Hong Kong legal matters and all business advice.
16.2.    In the event of any losses arising from our actions or omissions, our liability will be limited as follows:
a)    we are not liable for losses caused by the dishonesty, errors, or misconduct of others;
b)    we are not liable for losses resulting directly or indirectly from inaccuracies, delays, or reliance on any information or documents provided by you or third parties;
c)    we will not be liable for lost profits or any indirect or consequential losses arising from our services;
d)    we accept no liability for the loss, theft, or damage of any property, including money and documents, held by any third party; and
e)    if you have agreed with any other adviser to limit their liability, we shall not be responsible for any claim you could have made against that adviser but are unable to pursue due to such limitation.
16.3.    None of the exclusions or limitations in paragraphs 16.1 and 16.2 will exclude or limit any liability to the extent that such exclusion or limitation is precluded by law or professional conduct rules.
17.    Limitation of Liability
17.1.    We highlight the following important limitations on our potential liability, including circumstances where we may be held in breach of our obligations under the Engagement.
17.2.    To the extent permitted by law, we exclude all warranties, conditions, or terms, except those expressly stated in these Standard Terms of Engagement, including any implied warranties, conditions, or terms.
17.3.    It has been mutually established at the commencement of our professional relationship that it is reasonable for the parties to agree on a maximum amount for our liability, provided such a limitation is not unfair. You and we agree that the following limitation represents a fair judgment of our liability given the scope and size of the Services and the risks we assume compared to the fees we receive.
17.4.    In the context of non-contentious matters, our aggregate liability for any loss or damage arising from the Engagement, including indirect or consequential losses, is limited to the greater of either (a) three times the fees paid to us for the relevant portion of the Engagement (excluding disbursements) or (b) the minimum cover required under the Solicitors (Professional Indemnity) Rules.
17.5.    The remedies available and the liability we accept under the Engagement are the only remedies and the absolute limit of our liability. To the fullest extent permitted by law, and subject to any valid liability under paragraph 17.4, we expressly exclude all other liabilities, including liability for failure to realize anticipated savings or benefits.
17.6.    You acknowledge and agree that, in relation to the Engagement, our attorney/client relationship is solely with you. To give effect to the liability cap in paragraph 17.4 (the "Cap"), you will ensure that no company within your Group brings or enforces any claim against us regarding any liability subject to the Cap, to the extent that such claim or enforcement (when aggregated with other claims, enforcements, or amounts subject to the Cap, which are or have been paid or payable) would cause the Cap to be exceeded. In respect of liabilities subject to the Cap, you agree to indemnify us for any liability to Group members that, in total, exceeds the Cap, whether during their membership in the group or thereafter. This indemnity will extend to legal and other costs and expenses, internal and external, incurred by us in connection with claims or enforcements that would cause the Cap to be exceeded.
17.7.    You agree that if you make any claim against us for loss or damage in connection with the Engagement, and that loss or damage is contributed to by your own actions, liability for your loss or damage will be apportioned accordingly, having regard to the respective responsibilities. The amount recoverable from us will be reduced by the extent to which your actions contributed to the loss or damage.
17.8.    No claim or action, regardless of its form, arising under or related to the Engagement, may be brought by either you or us more than three years after the cause of action has accrued or the completion of the Engagement, whichever occurs first. However, we may bring an action for non-payment of fees and expenses up to six years following the date of the relevant invoice or the last payment due to us, whichever is later.
18.    Indemnity
18.1.    You will ensure that all materials and information provided by you, any member of your group, or your staff, agents, or advisors are accurate, complete, and not misleading, and that we may rely on them without independent verification.
18.2.    You agree to promptly defend and indemnify us, our employees, and consultants against any actual or alleged losses, claims, liabilities, and damages incurred or asserted as a result of us carrying out our obligations under the Engagement.
19.    Assignment
You shall not assign the benefits or obligations of these Standard Terms of Engagement or any Engagement Letter without obtaining our prior written consent.
20.    Governing Law
This agreement and the services provided under it are governed exclusively by Hong Kong law. You irrevocably submit to the non-exclusive jurisdiction of the Hong Kong courts for any disputes arising from this agreement. You further undertake not to initiate legal proceedings in any jurisdiction outside of Hong Kong concerning any matters related to this Engagement. However, you also submit to our choice of arbitration, and we reserve the right to initiate proceedings or refer disputes to arbitration in accordance with applicable arbitration rules, at our discretion.