Terms & Conditions

The information Chandrawat & Partners standard Terms and Conditions are as follows:

Definitions

In this Agreement, unless the context otherwise requires the following words and expressions will have the following meanings:

Agreement: This Consultancy Service Agreement including each and every part of Engagement Letter;

Business Day: A Day other than a Saturday, Sunday or public holiday, when banks are open;

Chandrawat & Partners: means Chandrawat & Partners Limited;

Charges: the charges payable by the Client for the supply of the Services;

Client: the person, firm or company who purchases Services from Chandrawat & Partners;

Contract: the contract between Chandrawat & Partners and the Client for the supply of Services in accordance with these Terms and Conditions;

Data Protection Legislation: all legislation and regulatory requirements in force from time to time relating to the use of Personal Data and the privacy of electronic communications;

Data Subject: has the meaning given to it in Data Protection Legislation;

Deliverables: the outputs from the provision of the Services including those described in Engagement Letter;

Engagement Letter: the letter which sets out the description or specification of the Services provided in written to the Client from time to time, specifying works to be carried out by and deliverables to be provided by Chandrawat & Partners;

Intellectual Property Rights: patents, rights to inventions, copyright and related rights, trademarks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information, and all other intellectual property rights, whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world;

Order: Chandrawat & Partners’ written acknowledgement of the Engagement Letter signed by the Client;

Personal Data: has the meaning given to it in the Data Protection Legislation;

Project: the project as set out in the Engagement Letter, which requires the Services;

Proposal: the written proposal of work to be undertaken by Chandrawat & Partners for the Client and the fees to be charged for the Services as provided by Chandrawat & Partners to the Client;

Services:  the consultancy services provided by Chandrawat & Partners to the Client as set out in the Engagement Letter.

1. Interpretation

 1.1 A reference to a statute or statutory provision is a reference to it as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted.

1.2  Any words following the terms including, include, in particular, for example or any similar expression, shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

1.3  Any reference to a clause shall be construed as a reference to a clause of to this Agreement unless expressly stated to the contrary.

1.4 A reference to writing or written includes email.

1.5 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).

1.6 A reference to a party includes its successors and permitted assigns.

2. Provision of the Services

Chandrawat & Partners shall supply the Services on the Terms and Conditions of this Agreement and will do so:

2.1 in compliance with all applicable laws, regulations, codes of practice and professional standards;

2.2 with reasonable skill and care;

2.3 in accordance with the terms of this Agreement, including the timescales specified in any Engagement Letter;

2.4 in accordance with good professional practice.

3. Basis of Contract

3.1 Chandrawat & Partners shall provide the Client with a written Proposal for the provision of the Services together with an Engagement Letter.

3.2 The Order shall only be deemed to be accepted when Chandrawat & Partners issues written acceptance of the Engagement Letter signed by the Client at which point and on which date the Contract shall come into existence.

3.3 Any samples, drawings, descriptive matter or advertising issued by Chandrawat & Partners, including any discussions or written correspondence prior to the issue of a formal Engagement Letter by Chandrawat & Partners, are made for the sole purpose of giving an approximate idea of the Services described in them. They shall not form part of the Contract nor have any contractual force.

3.4 These Terms and Conditions will apply to the Contract to the exclusion of any other terms that the Client seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing, including in particular any terms which the Client seeks to impose in any purchase order or any similar documents. These Terms and Conditions together with the Engagement letter, including any special conditions set out in the Engagement letter, constitute the complete Contract between the Client and Chandrawat & Partners and to the extent the terms differ the Engagement letter will prevail.

3.5 Any quotation given by Chandrawat & Partners (whether in the Engagement Letter or otherwise) is only valid for a period of 28 Business Days from its date of issue.

3.6 Notwithstanding the prior provisions of this clause 3, the provisions of clause 6 shall apply prior to the commencement of any Contract at the Client’s request, provided that written confirmation (including by email) has been given by Chandrawat & Partners to that effect, at which point the confidentiality provisions shall apply from the time such confirmation is sent.

4. Obligations of the Client

4.1 The Client shall provide Chandrawat & Partners with such information and access to such facilities and personnel as Chandrawat & Partners shall reasonably require in order to provide the Services.

4.2 The Client shall make such decisions and provide such instructions as Chandrawat & Partners shall require and at the time that Chandrawat & Partners requires to enable Chandrawat & Partners to provide the Services.

4.3 The Client acknowledges that Chandrawat & Partners’ ability to provide the Services and to meet any timeframe agreed for the provision of the Services is dependent on the Client providing that information and access and providing those decisions and instructions at the times required by Chandrawat & Partners.

5. Intellectual Property Rights

5.1 All Intellectual Property Rights in or arising out of or in connection with the Services shall be legally and absolutely owned by Chandrawat & Partners unless otherwise stated in the Engagement Letter. The Services are provided for the sole internal use of the Client and may not be copied or distributed to any third party without Chandrawat & Partners’ written consent.

5.2 The Client agrees to use all reasonable endeavors to protect all Intellectual Property Rights arising as a result of the Services and to assist Chandrawat & Partners in protecting those rights upon request.

5.3 The Client acknowledges that, in respect of any third-party Intellectual Property Rights, the Client’s use of any such Intellectual Property Rights is conditional on Chandrawat & Partners obtaining a written license from the relevant licensor on such terms as will entitle Chandrawat & Partners to license such rights to the Client.

6. Confidentiality

6.1 Chandrawat & Partners and the Client may during the course of this Agreement and in connection with the Services obtain information relating to the other party which is not made available generally by that other party (“Confidential Information”).

6.2 The receiving party shall:

 6.2.1 keep all Confidential Information confidential and not disclose it to any person (save as required by law); and

6.2.2 use the Confidential Information only for the purpose for which it was provided and for no other purpose.

7. Data Protection

7.1 Both parties will comply with all applicable requirements of the Data Protection Legislation. This is in addition to, and does not relieve, remove or replace, a party’s obligations under the Data Protection Legislation, wherever applicable.

7.2 The parties acknowledge that for the purposes of the Data Protection Legislation, the Client is the data controller and Chandrawat & Partners is the data processor (where “Data Controller” and “Data Processor” have the meanings as defined in the Data Protection Legislation, wherever applicable).

7.3 The Client will ensure that the client has all necessary appropriate consents and notices in place to enable lawful transfer of the personal data to Chandrawat & Partners for the duration and purposes of this Agreement.

7.4 Chandrawat & Partners shall, in relation to any personal data processed in connection with the performance by Chandrawat & Partners of its obligations under this Agreement:

7.4.1 process that personal data only for the purposes of this Agreement or on the Client’s written instructions;

7.4.2 ensures that Chandrawat & Partners has in place appropriate technical and organizational measures, to protect against unauthorized or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data, appropriate to the harm that might result from the unauthorized or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymizing and encrypting personal data, ensuring confidentiality, integrity and availability of its systems and services, and regularly assessing and evaluating the effectiveness of the technical and organizational measures adopted by Chandrawat & Partners;)

7.4.3 ensure that all personnel who have access to and/or process personal data are obliged to keep the personal data confidential; and

7.4.4 not transfer any personal data outside of the country unless the following conditions are fulfilled:

7.4.4.1 Chandrawat & Partners has provided appropriate safeguards in relation to the transfer;

7.4.4.2 the data subject has enforceable rights and effective legal remedies;

7.4.4.3 Chandrawat & Partners complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any personal data that is transferred; and

7.4.4.4 Chandrawat & Partners complies with the Client’s reasonable instructions notified to the Client in advance with respect to the processing of the Personal Data.

7.4.5 assists the Client in responding to any request from a data subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;

7.4.6 notify the Client without undue delay on becoming aware of a personal data breach;

7.4.7 at the Client’s written direction, delete or return personal data and copies thereof to the Client on termination of this Agreement unless required by applicable law to store the personal data;

7.4.8 maintain records and information to demonstrate its compliance with these provisions.

7.5 Chandrawat & Partners may disclose Information to :

7.5.1 Chandrawat & Partners’ associated offices in other jurisdictions (which may be a partnership or entity that is distinct from the partnership or entity which the Client has instructed);

7.5.2 credit reference or fraud prevention agencies, which may retain a record of the Information disclosed to it;

7.5.3 other professional advisers instructed by or on behalf of the Client;

7.5.4 service providers that provide services to us (including, without limitation, Chandrawat & Partners’ insurers, auditors and advisers and providers of telecommunications and computing facilities);

7.5.5 individuals within the Client’s organization and members of the Client’s group, if any; and

7.5.6 to third parties for marketing purposes and/or business development purposes where specifically permitted under these Terms or where the Client has provided prior written authorization for such disclosure. Chandrawat & Partners shall not, however, disclose personal data to any third party or allow any third party to use such data other than in compliance with the Data Protection Laws and the conditions stated in this clause 7.

7.6 Prior to disclosing (or authorizing the disclosure) of any Information to us, the Client shall ensure that the Client has a lawful basis for the purposes of the Data Protection Laws to make (or authorize) such disclosure to Chandrawat & Partners may disclose Information to:

7.6.1 Chandrawat & Partners’ associated offices in other jurisdictions (which may be a partnership or entity that is distinct from the partnership or entity which the Client has instructed);

7.6.2 credit reference or fraud prevention agencies, which may retain a record of the Information disclosed to it;

7.6.3 other professional advisers instructed by or on behalf of the Client;

7.6.4 service providers that provide services to us (including, without limitation, Chandrawat & Partners’ insurers, auditors and advisers and providers of telecommunications and computing facilities);

7.6.5 individuals within the Client’s organization and members of the Client’s group, if any; and

7.6.6 to third parties for marketing purposes and/or business development purposes where specifically permitted under these Terms or where the Client has provided prior written authorization for such disclosure. Chandrawat & Partners shall not, however, disclose personal data to any third party or allow any third party to use such data other than in compliance with the Data Protection Laws and the conditions stated in this clause 7.

7.7 Prior to disclosing (or authorizing the disclosure) of any Information to us, the Client shall ensure that it has a lawful basis for the purposes of the Data Protection Laws to make (or authorize) such disclosure to Chandrawat & Partners;

7.8 For the purposes of this clause 7, “lawful basis” may include, amongst other things, but is not limited to obtaining all and any necessary consents in order to enable the lawful processing of the personal data, and for ensuring that a record of any such consents is maintained. Should any relevant consent be revoked by a data subject;

7.8.1 the Client shall promptly communicate the fact of such revocation to Chandrawat & Partners; and

7.8.2 Chandrawat & Partners shall not be liable for any additional costs, claims or expenses arising from any disruption or delay to any of Chandrawat & Partners services as a result of the withdrawal of such consent.

8. Charges and Payment

The Charges for the Services shall be on a time basis:

8.1 The Charges shall be calculated in accordance with Chandrawat & Partners’ standard daily fee rates, as set out in the Engagement Letter.

8.2 Chandrawat & Partners’ standard daily fee rates for each individual are calculated on the basis of an eight-hour day from 9.00 am to 5.00 pm with a 30-minute break for lunch worked on Business Days;

8.3 If it becomes necessary for Chandrawat & Partners to provide work by individuals whom Chandrawat & Partners engages on the Services outside the hours referred to in clause 8.1(b), Chandrawat & Partners shall be entitled to charge an overtime rate as agreed in advance.

Unless otherwise agreed in the Engagement Letter or in writing by the parties, Chandrawat & Partners shall be entitled to charge the Client for any expenses reasonably incurred by the individuals whom Chandrawat & Partners engages in connection with the Services including, but not limited to, travelling expenses (plus a 15% surcharge), hotel costs, subsistence and any associated expenses, and for the cost of services provided by third parties and required by Chandrawat & Partners for the performance of the Services, and for the cost of any materials.

8.4 Chandrawat & Partners reserve the right to increase its standard daily fee rates, provided that such charges cannot be increased more than once in any 12-month period. Chandrawat & Partners will give the Client written notice of any such increase 4 weeks before the proposed date of the increase. If such increase is not acceptable to the Client, the Client shall notify Chandrawat & Partners in writing within 4 weeks of the date of Chandrawat & Partners’ notice and Chandrawat & Partners shall have the right without limiting its other rights or remedies to terminate the Contract by giving 4 weeks’ written notice to the Client.

8.5 Chandrawat & Partners shall invoice the Client on completion of the milestones in the manner as set out in the Engagement Letter or, if not specified, on completion of the project.

8.6 The Client shall pay each invoice submitted by Chandrawat & Partners:

8.6.1 Within 30 days of the date of the invoice; and

8.6.2 in full and in cleared funds to a bank account nominated in writing by Chandrawat & Partners, and time for payment shall be of the essence of the Contract.

8.7 All amounts payable by the Client under the Contract are exclusive of amounts in respect of any tax chargeable for the time being, wherever applicable. Where any taxable supply for tax purposes is made under the Contract by Chandrawat & Partners to the Client, the Client shall, on receipt of a valid tax invoice from Chandrawat & Partners, pay to Chandrawat & Partners such additional amounts in respect of tax as are chargeable on the supply of the Services at the same time as payment is due for the supply of the services.

8.8 The Client shall pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law). Chandrawat & Partners may at any time, without limiting its other rights or remedies, set off any amount owing to Chandrawat & Partners by the Client against any amount payable by Chandrawat & Partners to the Client.

8.9 If the Client fails to make payments on account as Chandrawat & Partners request, or fails to pay Chandrawat & Partners’ fees and/or disbursements as they fall due, Chandrawat & Partners may cease to act for the Client pending payment in full of all such amounts or terminate Chandrawat & Partners’ contract with the Client.

9. Basis of Charge

9.1 Chandrawat & Partners shall, on request, provide an estimate of Chandrawat & Partners’ likely fees and disbursements in any project. Estimates are always provided on the strict understanding that they are subject to revision and do not constitute a commitment by Chandrawat & Partners to carry out the work at the estimated fee. Where fee quotations are provided, these constitute a proposal by Chandrawat & Partners to carry out specified work for a stated fee. The fee quotation will detail the specified work and any assumptions or bases on which the quotation is provided.

9.2 If Chandrawat & Partners are requested or required to carry out any additional work as a consequence of circumstances not disclosed to Chandrawat & Partners or not foreseen by the Client or by Chandrawat & Partners, then Chandrawat & Partners shall be entitled to raise an additional fee for such work at Chandrawat & Partners’ then-applicable at standard hourly rates. Certain work such as transfers, mortgage registrations and probate work is conducted at scale or fixed fees, details of which Chandrawat & Partners shall provide to the Client where appropriate.

9.3 The Client will also pay any disbursements incurred on the Client’s behalf including, but not limited to, counsels’ fees, experts’ and agents’ fees, lawyers’ fees, notaries’ fees, filing fees, regulatory or other charges, court fees, stamp duties, search fees (including court searches, searches of company registers), postage costs, printing and photocopying charges, bank charges, courier fees, third party accounts, transcription costs, travelling, subsistence and accommodation costs, parking costs or whatever other fees, costs or charges may be incurred in the conduct of the matter. Disbursements may be invoiced as they arise or may be invoiced after a fee has been rendered.

9.4 Where significant or unusual payments to third parties are required, Chandrawat & Partners will normally forward the charge to the Client for direct payment or obtain a payment on account from the Client to cover the charge. If Chandrawat & Partners advance funds on the Client’s behalf they will be added to Chandrawat & Partners’ invoice. The Client may at any time enquire about the fees incurred to the date of the enquiry and Chandrawat & Partners shall provide this information to the Client promptly.

9.5 In June of each year, Chandrawat & Partners review Chandrawat & Partners’ fee earners’ hourly rates. Chandrawat & Partners shall notify the Client in writing of any changed rate before that change takes effect or promptly after such change.

10. Deduction of Amounts Due

In addition to the payments received on account, whenever Chandrawat & Partners hold the funds that are due to the Client in any matter (for example in cases where funds are payable to the Client on the conclusion of a project, or Chandrawat & Partners hold a deposit towards costs, or Chandrawat & Partners have recovered costs for the Client from another party), Chandrawat & Partners reserve the right, subject to any applicable professional conduct requirements, to deduct amounts due to Chandrawat & Partners relating to that project or to any other project of the Client’s projects out of such funds.

11. Duration

This Agreement shall commence on the date stated at the beginning and shall continue in force, subject to early termination in accordance with the next following clause, until terminated by either party giving to the other not less than two months’ notice, such notice to expire at any time.

12. Termination

Either party may terminate this Agreement forthwith on notice to the other party if that other party:

12.1 Is in material breach of any of the terms of this Agreement and, where the breach is capable of being remedied, fails to remedy the breach within 28 Business Days of service of notice specifying the breach and requiring it to be remedied;

12.2 Has a petition granted for its winding up or has a liquidator, administrator, receiver or administrator appointed in respect of it, enters into an arrangement with its creditors or ceases, or threatens to cease trading.

12.3 Chandrawat & Partners expect to continue to act in any Project on which Chandrawat & Partners accept instructions until the Project is completed. The Client may, however, terminate Chandrawat & Partners’ contract with the Client at any time by written notice to Chandrawat & Partners. Chandrawat & Partners may also terminate the Contract with the Client at any time by written notice to the Client, but shall not normally do so, save in accordance with these Terms, unless a conflict of interest arises or Chandrawat & Partners consider that for any other reason Chandrawat & Partners should not continue to represent the Client.

13. Consequences of Termination

13.1 On termination of the Contract: for any reason

13.1.1 The Client shall immediately pay to Chandrawat & Partners all of Chandrawat & Partners’ outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, Chandrawat & Partners shall submit an invoice, which shall be payable by the Client immediately on receipt; and

13.1.2 The Client shall return any confidential information to Chandrawat & Partners.

13.2 The following provisions shall also apply on termination of the Contract for any reason:

13.2.1 The accrued rights, remedies, obligations and liabilities of the parties as at expiry or termination shall be unaffected, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry; and

13.2.2 Clauses which expressly or by implication survive termination shall continue in full force and effect.

14. Liability

14.1 Nothing in this Agreement shall limit or exclude the liability of either party for death or personal injury caused by the negligence of that party, its employees, agents or sub-contractors, or for fraud.

14.2 Subject to clause 15.1, Chandrawat & Partners shall have no liability to the Client in connection with this Agreement for any loss of profits, loss of revenue, loss of business, loss of contract, loss of goodwill, loss of data or failure to make anticipated savings or any indirect or consequential loss, whether this results from breach of contract, negligence or otherwise.

14.3 Subject to clauses 15.1 and 15.2 the maximum aggregate liability of Chandrawat & Partners to the Client under or in connection with this Agreement and whether resulting from breach of contract, negligence or otherwise shall not exceed the amount payable by the Client under this Agreement in respect of the 12 months fees or HKD 10,000,000 whichever is the lower, prior to the date on which such liability arises.

15. Force Majeure

15.1 Neither party shall have any liability for any failure to perform or delay in performing any of its obligations under this Agreement if and to the extent that such failure or delay is caused by reasons, circumstances or events beyond the reasonable control of that party.

15.2 If a party is affected by any circumstance or event of the type described in clause 16.1, that party shall notify the other party as soon as reasonably practicable and the parties shall each use all reasonable endeavors to minimize the impact on the obligations that are affected.

16. Personal Agreement

16.1 This Agreement is personal to Chandrawat & Partners and the Client and neither of them shall assign any of their rights under this Agreement without the prior written consent of the other.

16.2 Chandrawat & Partners may sub-contract part or parts of its obligations under this Agreement but shall remain liable for the performance of those parts that have been sub-contracted.

16.3 The parties do not intend any person who is not a party to this Agreement to have any rights under it.

17. Instructions

17.1 Instructions given by or on behalf of a Client may be accepted by Chandrawat & Partners. Chandrawat & Partners will be entitled to assume, unless and until advised to the contrary, that whoever gives Chandrawat & Partners instructions has the authority to do so. Chandrawat & Partners usually requires a Client to give or confirm instructions in writing. Where Chandrawat & Partners set out the understanding of the work that Chandrawat & Partners are required to undertake, whether in Engagement Letter or in preliminary advice or otherwise, the Client should contact Chandrawat & Partners immediately if the Client disagrees with Chandrawat & Partners’ understanding.

17.2 Chandrawat & Partners shall not be responsible for any loss or damage or costs or expenses that the Client may suffer or incur as a result of the inaccuracy or incomplete nature of instructions that the Client gives us or that are purportedly given by or on behalf of the Client. Chandrawat & Partners’ services will be provided in the utmost good faith.

17.3 All lawful and reasonable instructions will be carried out diligently, promptly and with reasonable skill and care. In the event of a seriously disruptive event occurring at any of Chandrawat & Partners’ offices or to systems, Chandrawat & Partners shall endeavor to restore Chandrawat & Partners’ service as soon as possible. In such event there is likely to be some effect upon Chandrawat & Partners’ service levels.

17.4 Chandrawat & Partners cannot accept responsibility for any delay caused by such disruption or for any other consequences beyond Chandrawat & Partners’ reasonable control.

18. Liability of Client for Charges and Disbursements etc.

Where the Client consists of more than one person, each such person agrees that they shall be jointly and severally liable for all the liabilities of the Client pursuant to these Terms. Chandrawat & Partners shall therefore be entitled to recover the full amount of Chandrawat & Partners’ Charges and disbursements from any one or more such person. For the avoidance of doubt, this provision does not entitle Chandrawat & Partners to the double recovery. Where Chandrawat & Partners are instructed by or on behalf of a Client in its capacity as trustee of a trust (whether such capacity is expressed or not), the Client, in its own capacity, agrees to pay all Chandrawat & Partners’ fees and disbursements not paid by it in its capacity as trustee.

19. Advice

19.1 No written or oral opinion, advice, suggestion or comment given by Chandrawat & Partners in relation to:

19.1.1 The laws of any other jurisdiction or;

19.1.2 Any non-legal matter (including without limitation any accounting, auditing, underwriting or insurance arrangements (including insurance notification), management, valuation, whether in regard to real estate or otherwise, marketing, auctioneering, estate agency, business, commerce, banking, finance or investment project), may be relied on by the Client.

20. Entire Agreement

This Agreement (together with any Engagement Letter) constitutes the complete and exclusive agreement between the parties in respect of the subject matter to which it relates and supersedes all prior correspondence, agreements and understandings.

21. No General Retainer / Conflicts of Interest

21.1 Chandrawat & Partners will not accept a general retainer to act for a Client and Chandrawat & Partners reserve the right not to accept instructions in respect of any project, or to decline to continue to act further, on the grounds of conflict of interest or otherwise (as to which Chandrawat & Partners’ determination shall be final).

21.2 A “conflict of interest” exists where Chandrawat & Partners’ professional duties to act in the best interests of

21.2.1 Two or more of Chandrawat & Partners clients (including in certain circumstances former clients) in relation to the same or related projects, conflict or there is a significant risk that those duties may conflict, or

21.2.2 Any of the clients in relation to a Project conflict or there is a significant risk that they may conflict with Chandrawat & Partners’ interests. In certain circumstances permitted by the applicable rules of professional conduct, Chandrawat & Partners may act for the Client where there is a conflict of interest. In these circumstances, Chandrawat & Partners will, in accordance with the applicable rules of professional conduct, notify the Client and will seek consent to Chandrawat & Partners so acting. If the consent is given, Chandrawat & Partners may act despite there being such a conflict of interest.

21.3 The Client acknowledges that, unless there is a conflict of interest, Chandrawat & Partners may act for any person on any Project including any Project that may be adverse to the interests of the Client and/or any related party and the Client expressly waives any right to request us not to act, or to cease acting, in those circumstances. Before accepting the Client’s instructions, Chandrawat & Partners will need to complete a check for potential conflicts of interest. The Client represents that the Client has disclosed and promptly will disclose to Chandrawat & Partners all persons and entities that have an interest in the relevant matter so that Chandrawat & Partners may manage any conflict of interest.

22. Status

22.1 Chandrawat & Partners and the Client are each independent contractor and nothing contained in this Agreement shall or shall be capable of creating or constituting between them any partnership or joint venture or any relationship of employment or agency.

22.2 Chandrawat & Partners shall have no authority to incur any liability or expense on behalf of the Client or to make any promise, representation or commitment that might be binding on the Client without the prior written consent of the Client.

23. Client Due Diligence and Anti-Money Laundering / Financing of Terrorism Procedures

23.1 Chandrawat & Partners are required by law to apply certain measures designed to combat money laundering and the financing of terrorism. Chandrawat & Partners reserve the right to apply such measures in respect of all instructions Chandrawat & Partners receive to provide legal services. These measures include, but are not limited to, client identification procedures.

23.2 Prior to the acceptance of instructions, or during the course of a project, Chandrawat & Partners will ask the Client to provide appropriate information and evidence to confirm the Client’s identity including, if applicable, the identity of anyone on whose behalf the Client is acting, whether as introducer, intermediary, trustee or otherwise. If the Client is a corporate or other entity, Chandrawat & Partners may also be required to seek evidence as to the identity of the beneficial owner(s) and controller(s) of the entity.

23.3 Chandrawat & Partners may also seek information about other projects including source of funds. The Client is required to immediately notify Chandrawat & Partners of any material changes in the beneficial ownership or control of the Client (or, if the Client is a limited partnership, any material changes in the beneficial ownership or control of the general partner of the Client), of any change in its operational activities, and of any change in the usual residential, business, correspondence or email addresses, or in contact telephone or facsimile numbers of any of the directors, shareholders or general partner(s) of the Client. Where there is a material change in the beneficial ownership or control of the Client, the Client will provide Chandrawat & Partners with such additional information as Chandrawat & Partners may reasonably require in order for Chandrawat & Partners to meet Chandrawat & Partners’ obligations.

23.4 If Chandrawat & Partners are not provided with such information as Chandrawat & Partners reasonably require to meet Chandrawat & Partners’ obligations, Chandrawat & Partners may decline the instructions, cease to act for the Client pending provision of such information or terminate Chandrawat & Partners’ Contract with the Client.

24. Notices

24.1 Any notices that are required under this Agreement shall be in writing and shall be served on the relevant party at its registered office address.

24.2 Notices may be served by:

24.2.1personal delivery, in which case they shall be deemed to be served when delivered; or

24.2.2 first class pre-paid post, in which case they shall be deemed to be served on the second Business Day after the day of posting.

25. Communication and Progress Reports

25.1 Chandrawat & Partners’ performance of Chandrawat & Partners’ services is dependent upon the Client providing Chandrawat & Partners with such information and assistance as Chandrawat & Partners may reasonably require from time to time. The Client is responsible for providing in good time any instructions that Chandrawat & Partners may need in order to progress the Project. The Client must therefore notify Chandrawat & Partners immediately of any change of contact details, any change in circumstances that may affect the Project or any material change in its instructions to Chandrawat & Partners;

25.2 Unless the Client notifies Chandrawat & Partners to the contrary, Chandrawat & Partners assume that the Client consents to communication by telephone, post, facsimile and e-mail between Chandrawat & Partners and the Client and between Chandrawat & Partners and third parties. Chandrawat & Partners shall not, however, be liable for;

25.2.1 Any delay, misdirection, interception, corruption, loss or failure, or for any unauthorized redirection, copying or reading, of any communication sent by mail, facsimile or email; or

25.2.2 The effect on any computer system of any e-mail or e-mail attachment or virus that may be transmitted by Chandrawat & Partners.

25.3 Chandrawat & Partners may monitor all e-mails sent to or from Chandrawat & Partners for compliance with Chandrawat & Partners’ internal policies and to protect Chandrawat & Partners’ business. Anything sent by e-mail which does not relate to Chandrawat & Partners’ official business is neither given nor endorsed by Chandrawat & Partners. If the Client so requests, Chandrawat & Partners shall agree with the Client the manner in which Chandrawat & Partners shall report on the progress of the project.

26. Bribery and Corruption

Chandrawat & Partners are committed to act professionally, fairly and with integrity in all Chandrawat & Partners’ business dealings and relationships and Chandrawat & Partners does not tolerate bribery and corruption of any sort. Where Chandrawat & Partners are aware of or suspect the occurrence of any bribery or corruption in connection with the Client or any Project on which Chandrawat & Partners act for the Client, Chandrawat & Partners may decline the Client’s instructions or terminate the Contract with the Client at Chandrawat & Partners’ discretion.

27. Resolution of Disputes

If any differences or disputes arise between Chandrawat & Partners and the Client in connection with this Agreement, the Client shall use all reasonable endeavors to resolve them by discussions, escalating the issues through Client’s respective management structures up to their chief executive officers, if necessary.

28. Changes, Variations and Waiver

28.1 If either party wishes to propose a change to the Services or any other provision of this Agreement, that party shall inform the other party of the proposed change and the parties shall work together to determine whether they are willing and able to agree the terms that are necessary to implement the change.

28.2 This Agreement may only be varied or any right under this Agreement waived by a written document signed by authorized representatives of both parties.

28.3 If a party does not on any occasion insist on the strict observance or performance of any rights under or of any provision of this Agreement, that will not amount to a waiver of those rights or that provision.

29. Selection and Engagement of Professional Persons

If Chandrawat & Partners is responsible for the selection and engagement of counsel, experts, agents, lawyers or other professional persons to provide advice or assistance, or to act on the Client’s behalf, such counsel, experts, agents, lawyers or other professional persons will be engaged by Chandrawat & Partners as the Client’s agent and the Client will be responsible for their charges, in addition to Chandrawat & Partners Charges. Chandrawat & Partners shall not be responsible for any act or omission of such counsel, experts, agents, lawyers or other professional persons.

30. Privacy, Copyright and Indemnity

30.1 Any legal advice, opinion or report that Chandrawat & Partners provide to the Client is so provided solely in the context of the instruction received from the Client and solely for the Client’s use.

30.2 The Client shall not rely on any such advice, opinion or report in any other context and shall not make such advice, opinion or report available to any third party without Chandrawat & Partners’ prior written consent.

30.3 Chandrawat & Partners assume no responsibility and accept no liability in respect of any claim by any third party who or which may act or purportedly act in reliance upon such legal advice, opinion or report, unless Chandrawat & Partners have expressly agreed in writing with such third party that Chandrawat & Partners assume responsibility.

30.4 Chandrawat & Partners expressly reserve copyright/intellectual property rights in any legal documentation, drafting or advice provided to the Client. Documentation, drafting and advice that Chandrawat & Partners provide is only to be used by the Client for the specific purpose for which it was provided.

30.5 The Client shall not, without Chandrawat & Partners’ prior written consent, use such documentation, drafting or advice in any way for any other purpose, neither shall the Client duplicate, amend, vary or adapt the documentation or drafting in any way or allow any third party so to use the documentation or drafting, except as Chandrawat & Partners shall otherwise agree in writing.

30.6 To the maximum extent permitted by law, the Client hereby undertakes to hold Chandrawat & Partners harmless and to fully and effectively indemnify Chandrawat & Partners and keep Chandrawat & Partners indemnified against all actions, proceedings, claims, demands, damages, costs and other liabilities arising out of or in connection with any breach by the Client of the foregoing of this clause 30.

31. Retention of Documentation

31.1 Chandrawat & Partners shall be entitled to retain all documentation which has come into existence during the continuance of any Project on which Chandrawat & Partners have accepted instructions (including following termination of the same) until payment in full of all fees and disbursements. Subject to payment in full of all fees and disbursements, Chandrawat & Partners will, on the Client’s request, provide originals (or, if so requested and on payment of a fee, copies) of any documentation belonging to the Client that Chandrawat & Partners are holding or have under Chandrawat & Partners’ control.

31.2 Chandrawat & Partners reserve the right to retain copies of any such documentation that may be requested. Subject to the others provisions of this clause 31, all Client documentation (whether in physical form or electronic format) will be retained and disposed of in accordance with Chandrawat & Partners’ policies (details of which are available on request).

31.3 Notwithstanding Chandrawat & Partners’ agreement to retain documentation set out in the preceding paragraph, whether during or after any project on which Chandrawat & Partners accept instructions, Chandrawat & Partners will not be liable for any loss, destruction or damage of or to such documents or files howsoever caused.

32. Severability

If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.