General Terms & Conditions
The following terms and conditions will apply to the services that Shook Lin & Bok LLP (“SLB”) provides to you, except to the extent that SLB agrees otherwise with you in writing. SLB reserves the right to amend this General Terms & Conditions as and when it deems necessary to reflect any changes in law or practice and you will be notified accordingly of such changes. For the purposes of this document, the “Firm”, “we” and/or “us” means Shook Lin & Bok LLP, whose registered address is at 1 Robinson Road #18-00 AIA Tower Singapore 048542.
1. Instructions and communications
1.1 The person(s) or entity(ies) to whom this letter is addressed, and no one else, is our client to whom we owe our professional obligations. We do not represent any person(s) or entity(ies) that has not been specifically identified as a client in our Letter of Engagement.
1.2 We are authorised to take instructions from any partner, director, employee and/or [agent]identified to us for this engagement and we may assume that that person is properly authorised to give those instructions.
1.3 In connection with communication by electronic mail, certainty of delivery, integrity of data or confidentiality of communication cannot be assured. Accordingly, please advise us in writing if you would prefer us not to use electronic mail.
1.4 The scope of our engagement is as agreed between you and us in our Letter of Engagement. Any subsequent amendment to our scope of engagement must be agreed between you and us in writing.
2. Your team
2.1 We will use other Firm lawyers and supervised practice trainees as we believe appropriate in the circumstances.
3. Fees and disbursements
3.1 The fees for our professional services are as agreed in our Letter of Engagement. Unless otherwise agreed, our fees are based on the hourly billing rates for lawyers, paralegals and practice trainees, as set out in our Letter of Engagement. We reserve the right to adjust the hourly rate from time to time, and such adjusted rates will be provided upon request. Where professional services are requested to be performed on an urgent basis, the fees charged will be at a rate of 1.5 times of the respective hourly rate, as fixed from time to time.
3.2 Our fees exclude certain expenses and disbursements which will be charged to you. These include, but are not limited to, postage, telephone charges, photocopying charges, court fees and the costs of airfare and/or hotel accommodation for any travel outside Singapore relating to this matter by our lawyers and practice trainees etc.
3.3 A classified list of expenses and disbursements will be provided in each invoice, and an itemised list can be provided upon request.
4. Goods and services tax
4.1 Unless exempted, Goods and Services Tax is payable by you on our fees. In addition, any tax liabilities that you may be obliged to pay in any jurisdiction in relation to this engagement are your sole responsibility and to be borne by you.
5. Money Laundering, Proliferation Financing & Terrorism Financing
5.1 We may ask you to provide information to verify your identity and other relevant information necessary to fulfil our legal obligations under Singapore, and/or other applicable, law(s) and any applicable regulation(s), including but not limited to those on money laundering, proliferation financing and terrorism financing. You agree to supply such information to us promptly as and when requested by us.
6. Invoicing arrangements
6.1 Unless otherwise agreed, we will render invoices for our services on a monthly basis or on completion of the matter. Our invoices are due for payment in full upon receipt, without any deduction set-off or counterclaim. Our invoices will be rendered in Singapore Dollars or any other currency we may deem appropriate, and payable only in Singapore Dollars. In the event that you prefer to be billed in US Dollars, we will issue the invoice to you in US Dollars at an exchange rate decided solely by us (with reference to the prevailing market exchange rate applicable at the time of billing).
6.2 Invoices are payable within 21 days of the date of the invoice, unless alternative arrangements have been made with us in writing. We reserve the right to charge interest, at a rate of 6% per annum, on any sums for which an invoice is 30 days or more overdue. In addition, we reserve the right to postpone or defer providing additional services or to discontinue the representation if billed amounts are not duly paid.
6.3 We are entitled to recover on a full indemnity basis any costs incurred by us in collecting overdue payments, including the costs and expenses of any agents, including solicitors or other legal representatives which we may appoint to collect such amounts. We reserve the right to retain all documents and any items in our possession relating to this or any other matter in which we act for you until all our invoices are paid in full.
6.4 You are, of course, entitled to apply to the High Court under Section 120 of the Legal Profession Act 1966 to have any of our invoices taxed within 12 months of receipt of the invoice in question.
7. Further deposits of funds to account
7.1 As your matter progresses, we reserve the right to ask from you further deposits of a quantum commensurate with the anticipated professional fees and disbursements at that stage of the matter. If such a further deposit is requested, remittance of that deposit will need to be made before we continue to act for you. These sums are deposits only and the total amount of professional fees and disbursements payable to us may exceed or fall below the total amount of deposits remitted to us.
7.2 We will hold all deposits remitted to us in our client account for your benefit. Unless you give us specific instructions, it is in our sole discretion whether or not to place such monies in an interest-bearing account. We are entitled to set-off the monies standing to your credit in our client account, and any interest accrued thereon, against legal fees and disbursements due to us from you. We will not, however, effect any set-off against our legal fees and disbursements unless we have rendered an invoice to you and notified you in writing to your last-known address of our intention to effect the set-off.
7.3 For the purposes of exercising such set-off, we reserve the right to uplift any of your monies placed in an interest-bearing account by us, whether at or prior to the time of maturity of the deposit and regardless of any penalty which may be imposed for early withdrawal.
8. Termination of engagement
8.1 Either you or we may terminate our engagement at any time by giving reasonable notice. In either case, you agree to pay in full our fees and expenses for work done up to the point of termination.
8.2 At the time of termination, we are entitled to exercise a lien (a right of possession) over all documents and monies held on your account until full payment of our fees and disbursements is received. In the event if you decide to appoint a new law practice, we will release all documents to them only upon any of the conditions for such release, as set out in Rule 26(7) of the Legal Profession (Professional Conduct) Rules 2015, being fulfilled to our complete satisfaction.
9. Duty of care and confidentiality
9.1 When we receive information which is confidential to you, we owe you a duty to preserve the confidentiality of that information. We will not disclose such confidential information to anyone except:
(a) to the extent necessary or desirable to enable us to carry out your instructions; or
(b) to the extent required by law, a court of competent jurisdiction, or other governmental or regulatory authorities or professional rules or guidelines.
9.2 We have the same duty to others who are, or have been, our clients. By instructing us on these terms, you accept that our provision of legal services to you does not place us under any obligation to disclose to you, or use for your benefit, any information that we have, or may obtain, in relation to any other client.
10. Privacy
10.1 We are committed to comply with our statutory obligations under the Personal Data Protection Act 2012 (“PDPA”) in respect of personal data, which obligations includes without limitation to the collection, use and disclosure of personal data in accordance with PDPA. You consent that in the course of our engagement with you, we may collect, hold and use certain of your personal data in order for us to provide legal services to you. We treat all of your personal data as confidential and take reasonable care to preserve the confidentiality and security of your personal data stored with us in accordance with PDPA.
10.2 You further consent that we may use your personal data for the purposes of administration and management of your matter entrusted to us, providing you with information about our firm and our services, as well as keeping you informed of the latest legal and regulatory developments. Your personal data may further be retained by us for such legal or business purposes where retention is necessary. For additional provisions relating to the use of your personal data in connection with artificial intelligence tools and technology, please refer to clause 19. If you do not agree to have your information used or retained for any of the purposes described above or have any queries on how we use your personal information, please contact our data protection officer at privacy@shooklin.com.
10.3 In accordance with PDPA, you have the right to request for access to your personal data that is in our possession or under our control, to know of the ways in which your personal data has been used or disclosed within a year before the date of the request, and to correct any of such personal data. This would be subject to our discretion to charge a fee to cover the incremental costs of responding to such request. If you wish to make such a request, you may contact our privacy officer at privacy@shooklin.com.
10.4 Full details as to the way we handle personal information and data are set out in our privacy policy which you can access from our website at www.shooklin.com.
11. Engagement of Professional Service Providers
11.1 If foreign lawyers, accountants, experts, translators or other similar third parties are engaged with your approval and on your behalf, you are directly responsible to them for payment of such services. Where we are in receipt of invoices from such third parties for service rendered by them in relation to your matter, we will send such invoices to you for your direct settlement; or if you prefer and request in writing, we will include such invoices as a part of our consolidated invoice to you for settlement. We do not accept liability for any acts, errors or omissions of any such persons.
12. Copyright and other rights
12.1 We retain the copyright and all other rights in all documents prepared for you by us and in the contents thereof.
12.2 You are granted a non-exclusive licence to use such documents for the matter for which they are provided, but not otherwise.
13. Exclusion of third party rights
13.1 Any advice provided by us is for your benefit alone and may not be used, relied upon or deemed to confer rights or benefits on any other party other than you.
13.2 Without detracting from the foregoing, the application of the Contracts (Rights of Third Parties) Act 2001 or any re-enactment thereof is hereby expressly excluded.
14. Dispute resolution and governing law
14.1 This Letter of Engagement shall be governed by and construed in accordance with Singapore Law.
14.2 You agree that if a dispute arises out of or in connection with this Letter of Engagement, including any question regarding its existence, validity or termination which cannot be settled through negotiation, we shall in good faith, try to settle the same by Mediation administered by the Singapore Mediation Centre before resorting to arbitration as prefaced hereinafter.
14.3 You agree that all disputes, claims or differences arising out of or in connection with this Letter of Engagement or services provided by us to you, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration in Singapore in accordance with the Arbitration Rules of the Singapore International Arbitration Centre (“SIAC Rules”) for the time being in force, which rules are deemed to be incorporated by reference to this clause. The Tribunal to resolve such disputes shall consist of a single arbitrator to be appointed by mutual consent. Where there is no mutual consent, the appointment shall be in accordance with the SIAC Rules. The language of the arbitration shall be in English.
15. Retention of papers
15.1 All documents in our file relating to your matter, including correspondence, cause papers, drafts, attendance notes, research etc. will be destroyed 6 years after the completion of your matter, unless you have expressly made alternative arrangements with us in writing, including but not limited to arrangements relating to the additional storage costs.
16. Sovereign immunity
16.1 You undertake irrevocably that you will, in any claim brought by us for monies due to us, not take advantage of any defence arising from sovereign immunity which may be available to you.
17. Conflicts of Interest
17.1 We have procedures in place to identify and prevent any potential conflicts before undertaking your work. In order for us to conduct this check, it is important that you communicate to us all persons and entities that are or may be involved in the transaction or matter. Should you be aware of any possible conflicts, please promptly bring it to the attention of the Partner in-charge of the transaction or matter or any other Partner of the Firm.
17.2 If a conflict arises, you hereby agree that SLB reserves the right to act for either both parties or for only you or the other party or for neither, taking into account all legal and professional obligations and responsibilities, as well as the best interests of all our clients, including you.
17.3 In certain situations, it may be possible that we may decide to act for you as well as another client on the same subject matter. In such cases, you agree that we are free to act for more than one client in relation to the same subject matter as long as we take measures to ensure that client confidentiality for each client for whom we wish to act are safeguarded. In this respect, you agree that, pursuant to clause 9.2 above, we will not share with you any information about the identity of the other client and their interests in the subject matter without consent.
18. Publicity
18.1 Following completion of a transaction/matter and subject to the Confidentiality provision as set out above, you agree that we may publicise or advertise our involvement using such media as we deem appropriate. We will use our reasonable endeavours to inform you of any publicity or advertisement in advance of its release.
19. Use of Artificial Intelligence Tools
19.1 We may use artificial intelligence tools and products (“AI Tools“), whether developed by us or by third-party providers (“AI Providers“), in the course of providing legal services to you. All work product generated with the assistance of AI Tools will be reviewed and supervised by our lawyers. Our professional obligations and duty of care to you are not affected by the use of AI Tools.
19.2 You consent to our use of your information and documents (which may contain personal data) for the purpose of developing, testing, monitoring, deploying and improving AI Tools, whether developed by us or by our AI Providers. This may include using your personal data to build, calibrate, validate or operate our AI Tools. However, your personal data will not be used by any AI Provider to build, calibrate, validate or operate its own proprietary AI systems.
19.3 We will implement appropriate legal, technical and process controls when handling your personal data in connection with AI Tools, including:
(a) limiting the personal data used to what is reasonably necessary for the relevant purpose;
(b) where practicable, pseudonymising, de-identifying or anonymising your personal data, and implementing appropriate controls to prevent re-identification;
(c) implementing security measures to protect your personal data against unauthorised access, use, disclosure, modification or similar risks; and
(d) applying privacy-by-design principles in the design and assessment of AI Tools.
19.4 Where we engage an AI Provider, we will take reasonable steps to ensure that it complies with its obligations under the PDPA, including in relation to data protection and retention. We will also require any AI Provider to notify us promptly of any suspected data breach involving your personal data.
19.5 Your information and documents (which may include personal data and confidential information) may be transmitted to or processed by AI Providers, including systems located outside Singapore. Such countries or territories are listed in our Privacy Policy at https://www.shooklin.com/en/component/k2/privacy-policy, which we may update from time to time. Without prejudice to clause 10, you acknowledge our Privacy Policy and consent to such transmission and processing, and to the transfer of personal data outside Singapore pursuant to section 26 of the PDPA. We do not accept liability for any acts, errors, omissions or data incidents on the part of any AI Provider.
19.6 Where you provide us with the personal data of any other individual, you warrant that such personal data is accurate and complete, that you have obtained all necessary consents for us to use and transfer such data in accordance with this clause, and you agree to indemnify us against any claims or liabilities arising from any failure to do so.
19.7 If you do not wish for AI Tools to be used in connection with your matter, you may notify us in writing. This may affect the efficiency and cost of our services.
19.8 Our obligations under clauses 9 and 10 apply to all information processed using AI Tools.
20. Amendments
20.1 We may update these terms from time to time by posting on our website. The updated terms will be effective when posted. You agree to the updated terms by continuing with our engagement unless we have separately agreed with you that amendments to these terms require your consent.