TERMS OF SERVICE

1.0 BILLING PERIOD

Charges will usually be made up monthly or sooner upon completion of the work or at the end of an Agreed Period (see below), whichever is the earlier. All legal fees will be exclusive of usual disbursements, e.g., telephone, faxes, courier dispatch, e-billing or analogous administrative charges and bank charges (see below).

2.1 SPECIFIC QUESTIONS

Quotation of legal fees given for a specific matter based on a questionnaire or specific questions raised will relate only to the opinion given for that questionnaire or specific questions. All additional questions arising from our opinion on specific questions, new and/or additional questions, other than questions requesting confirmation of a given opinion, will incur additional legal charges.

2.2 ADDITIONAL WORK

Additional work which is not within the original scope of work initially agreed between us will be chargeable separately at ‘time cost’ basis unless the legal fees for the additional work has been previously agreed between us.

3.1 ‘CAP-FEES’

It is possible, at the instance of the client and where the scope of work is made known to us, to provide the client with a fixed fee (that is, the legal fees is pre- agreed); or to provide a ‘cap on legal fees’ (that is, the charges will be hourly but legal fees will not exceed the agreed amount).

3.2 NO ‘PRE-AGREED’ FEES

Where there is no pre-agreed legal fees between us, our charges will be on a “time cost” basis (that is, time spent on the work) on the Charge Rate stated above for each of our Partners and legal assistants.

3.3.1 WORK-FEE SCHEDULE

All initial legal fees quoted/estimated by us and accepted by you will be on the understanding that the work will be completed and the relevant document(s) signed by all parties within the period agreed (the “Agreed Period”) by us and you and if no Agreed Period, then not later than two (2) months from the date of your first instruction to us to proceed with the work.

3.3.2 ‘TIME COST PERIOD’

Any work done exceeding the Agreed Period will be chargeable on ‘time-costs’ basis if the value of the work done by us exceeds the initial legal fees on the date of expiry of the Agreed Period.

3.4 RETAINER FEE

Engagement on a Retainer Fee basis can be discussed upon request. Where a retainer is preferred, you will need to enter into a Retainer Agreement which will contain the pricing, benefits (of a retainer), terms and conditions governing the retainer relationship between us.

3.5 LATE PAYMENT INTEREST CHARGES

If you do not pay the invoiced amounts due to us within the agreed period for payment, and in the absence of an agreed period, then within 30 days from date of the invoice, late payment interest charges will be chargeable and will accrue on a daily basis at the rate of 6% per annum until the amount owing is settled by you together with the accrued interest charges.

3.6 DEPOSIT

Where a sum is deposited, or is required to be deposited with us, you agree that-

(i) we will be at liberty to reduce the amount of the deposit by deducting the same for legal fees incurred in the matter or for any other sums payable by you to us;

(ii) unless otherwise agreed by us, you will not utilize the deposit towards payment of the legal fees and /or other sums owing by you or for which you are obliged to pay;

(iii) for so long as your matter is handled by us, you will, at any time that the deposit is reduced below its initial amount, pay us the difference to make up the initial deposit amount; and

(iv) we may at any time, by notice to you, require you to ‘make-up’ and/or to increase the initial deposit amount.

3.7 UPFRONT FEES

Where you are an overseas client, or you are acting on behalf of a client, and we have not had any previous relationship, we may request that you, or your client, place with us a certain amount of upfront fee, the amount depending on the nature of the work, before we commence with the work. This upfront fee amount will be used to cover any upfront disbursements we need to disburse and, the balance will be deducted from the total invoiced amount of your legal fees.

3.8 RESPONSIBILITY FOR FEES

Where you are instructing us or you are acting on behalf of another party, e.g. your client whom we do not have a direct contractual relationship, you will be responsible to meet our fees and charges unless at the time of engagement and before work commences you have expressly stipulated in writing to us that you are not the billing and paying party and that you have secured the agreement of the billing and paying party to be bound to our fee and terms of charges.

4. OVERSEAS PAYMENTS

Our fees and disbursement shall be paid free from and clear of any form banking or remittance charges. If you make a payment by wire or telegraphic transfers, overseas cheque or demand draft or by other instructions through a bank of financial institutions, you will be responsible for the usual bank charges which you and we incur as a result of the mode of effecting payment chosen by you. When you make payment arrangements with your bank overseas (outside Brunei), you must ensure that you settle all your banker’s charges at source.

In addition, you must add USD20-00 to cover all bank charges which we will incur with the bank in Brunei.

5.0 INTEREST EARNED

5.1 All interests and profits (for Islamic syariah deposits/placements) earned/accrued on monies or funds you deposit or place with us and which we place in our clients’ account (whether a separate client’s account or general clients’ account) pending your instructions, some escrow event or for payment of disbursements will belong to us as part of our service fee for the holding of the monies/funds.

5.2 Unless you expressly instruct us to place monies or funds you deposit or place with us in interest bearing account, we will decide on the type of bank account in which to place the monies or funds.

6.0 TAXATION

Our fees must be paid free from and clear of any form of local tax, tax withholding or deduction. If you are legally required to make a tax withholding or deduction, you shall gross up the amount invoiced by such amount as shall mean after the deduction of any such withholding or deduction, we will receive and retain an amount equal to the amount invoiced.

7.0 TERMINATION BY YOU AND US

7.1 You may terminate our services at any time by written notice to us.

7.2 We may cease acting for you at any time by notification to you if:-

(i) you do not comply with the terms of engagement with us;

(ii) we consider that the necessary relationship of mutual trust and confidence required for a workable solicitor and client relationship has ceased to exist;

(iii) we consider that there are or may be ethical grounds, including conflicts of interest, as a result of which we cannot continue to act for you; or

(iv) invoiced amounts due to us by you are not paid within the agreed period for payment, and in the absence of an agreed period, then within 30 days from date of your receipt or deemed receipt of the invoice; or

(v) we are unable to make contact with you and/or you fail to respond to our communication seeking instructions and/or otherwise from you within two (2) weeks from the date of our communication to you. In urgent cases, the time within which you must respond to us may be stated in our letter. “Communication” for this purpose may be by telephone, letter and/or by email.

For the purposes of paragraph 3.5 and this paragraph, an invoice is received by you or deemed to have been received by you, if by fax, then on the day of transmission, and if by post, then on the 5th day after the invoice was posted.

7.3 On termination of our services, we are entitled to retain all papers obtained from or prepared for you until all outstanding legal fees and disbursements have been fully paid.

8. LIMITATION OF LIABILITY

Our liability (including any liability on the part of our partners and/or employees) to you in respect of this matter, on whatever legal basis, is limited to twice the amount of our professional fees as charged and excludes liability for any indirect, consequential and/or special loss, whether or not we knew or ought to have known that such loss would be likely to be suffered or of the consequence thereof.

9. PROPERTY

You acknowledge and agree that save for such documents as are supplied by us to you from time to time all rights, title and property in materials brought into existence by us in connection with your matter is held by and remains with us.

10. LIEN

You acknowledge and agree that if any of our accounts are not paid within the terms of payment stated herein, and if no time is agreed or stipulated, then you must settle all outstanding invoice(s) before you collect any document(s) and/or materials, whether prepared by us for you or not, we will hold and retain a lien over any and all document(s) and/or materials in our possession to which you are entitled for so long as such account(s) remain unpaid and irrespectively of whether our appointment is terminated by you or by us ceasing to act for you by reason of your non-compliance with the terms of our appointment.

11. CLOSED FILES

You agree that we may destroy your file(s) 7 years after the completion of the work. If we wish to dispose of your file(s) at an earlier date than 7 years, we may notify you to collect your file(s) and should you fail to respond to our notification and/or you fail to collect your file(s) within the period stated in our notification, we may thereafter destroy your file(s) without further notice to you.

Your acknowledgement and agreement and our preparedness to accept your appointment and/or instructions is conditional upon you accepting the above terms by giving us a letter, by fax or email, stating that you have read, understood and accepted the above terms. Where you do not specifically state as aforesaid, you will be deemed to have accepted the above terms by you giving us instructions to proceed with the work.