ZICO LAW MYANMAR: GENERAL TERMS OF ENGAGEMENT

The following terms and conditions will apply to our provision of services to you, except to the extent that we mutually agree otherwise in writing. In the case of any inconsistency between these general terms and any terms and conditions agreed between you and us in writing at any time, the latter shall prevail. For the purpose of these terms, references to “you” are to the individual, body corporate or other person originally instructing us in relation to a matter, or such other person as you and we agree shall be treated as our client, or the prospective client. In the latter scenario, you shall nevertheless be bound by these terms of engagement until we have entered into a written contract of engagement that other person.

Scope of our engagement

The scope of our services for matters in which you have engaged us to provide advice or services to you, will be agreed between you and us from time to time.

In the event that there are variations to the scope of our services, such variation must be mutually agreed between you and us in writing, which may include a variation to this proposal and project timelines.

Fees

Our fees for professional services rendered to you will be agreed between you and us from time to time.

In addition, you will pay us for all disbursements, reimbursements and other costs which we have incurred, and costs and charges of other counsel, experts and agents whom we have engaged with your agreement to provide services on your behalf (collectively, “Expenses”).

Any estimate of our fees provided to you for an anticipated transaction is only an estimate, based on our knowledge of similar transactions, and our assessment of the amount of work necessary to fulfil our instructions at the time the estimate is given. If any of those assumptions, or our assessment at that time prove to be incorrect, or our instructions are altered, that estimate may not remain accurate. Any estimate should not therefore be regarded as definitive, nor as providing an upper limit as to our fees.

In the event that any of our scope of work is terminated or abandoned prior to the completion of our agreed scope, our professional fee will be charged based on time costs at our usual hourly rates plus Expenses and applicable tax, for work done up to the date of our receipt of the notification in writing by you that the relevant work is terminated or aborted, subject to a maximum of our fee cap for work done within the above parameters (if applicable).

Taxes, Fees, and Charges

Any and all taxes, duties or charges payable on any and all payments to us and/or services rendered by us, including taxes, sales taxes, value added taxes, goods and services taxes, withholding taxes, registration fees, filing fees, administrative charges and/or bank charges, shall be for the account of, and borne solely by, you and shall, if paid by us, be reimbursed in full by you. Any figure given by way of estimate quote, hourly rate or other cost of information is exclusive of these taxes and charges.

Invoice & Payment

We issue invoices in accordance with the pre-agreed milestones, at such intervals as we consider appropriate, or on completion of the agreed scope of our services.

All payments are to be made within 14 days of the date of issuance of the invoice. In relation to invoices that are not paid within the above period, we reserve the right to charge interest, calculated on a daily basis at a rate of 8% per annum, or to exercise a lien over any monies or documents in our possession. We also reserve the right to cease providing further services to you for any matters you have engaged us on unless all outstanding invoices have been duly settled.

All sums payable to us will be paid free and clear of any deductions or withholdings, except as required by law. If any withholdings are so required, unless otherwise agreed between you and us in writing, we shall be paid such sum as will leave us with the same amount as we would have received in the absence of a requirement to make a withholding.

If there are any credit balances in any of your account held with us, by us or on our behalf, we shall have a right to apply such credit balances, partly or wholly, towards satisfaction, partly or wholly, of any invoices which may have been issued and/or any liability which may have been incurred, as a result of, in respect of or in connection with our engagement.

Communications

Unless you inform us to the contrary, we will use whatever means of communication we consider appropriate to communicate, and will liaise directly with parties (including your staff or your other advisers) who we reasonably believe are involved in the transaction you have engaged our services for, or who can assist in the provision of our services from time to time, without prior reference back to you.

Confidentiality

We have a statutory obligation under the applicable laws and regulations that govern our legal profession to maintain and preserve confidentiality of all information and documents, which come to us in the course of providing our legal services to our clients. All information and documents furnished by you to our lawyers will be used solely for the purpose of our work for you and we undertake not to disclose any such information or documents to any other party or for any other purpose without your prior written consent, except as required by law, regulation or pursuant to an order of a court which is binding on us.

Conflicts

We have procedures that may prevent us from acting for one client in a matter where there is a conflict, or potential conflict, with the interests of another client. Upon receipt of information regarding prospective matters, internal firm wide checks conducted by our lawyers will prompt any potential conflicts. For this to be effective, it is imperative that you identify and communicate to us all persons and entities that are or may become involved in the prospective matter.

If you are aware, or become aware, of a possible conflict, please raise it immediately with the client relationship partner for the transaction you have engaged us for, or any other partner of the firm. If a conflict of this nature arises, you agree that it will be up to us, taking account of all applicable rules, best practices, your and the other client’s interests and wishes to decide whether we should act for both parties, for one, or for neither. Except where otherwise agreed with you, if you have not instructed us on a particular matter, we may accept an engagement in relation to that matter from another client, where applicable rules allow.

Notwithstanding the above, as we are a full service law firm representing numerous clients, nationally and internationally, over a wide range of industries and businesses and in a wide variety of matters, you acknowledge that we may, now or in the future, represent other clients whose interests may differ from yours or from the interests of any of your affiliates on matters that are not substantially related to the matter for which you have retained us.

In certain cases, we may have more than one client actually or potentially interested in the same subject matter of a transaction (for example the acquisition of a company by auction, or a tender for a contract) which you have engaged us. In such cases, you agree that we are free to act for more than one client, subject to our maintaining client confidentiality for each client for whom we wish to act, including having separate teams advising each client.

Termination

You may terminate our instructions at any time by giving not less than 7 days’ notice to us, while we may terminate our appointment by giving not less than 7 days’ notice to you, citing reasons, which may include failure to pay outstanding invoices. In litigation matters where we are on the record as acting on your behalf, we will notify you, by giving you not less than 7 days’ notice, of our intention to take all necessary action to discharge ourselves as your lawyers in accordance with the Rules of Court 2012 and any other applicable regulatory requirement. In either case, you remain responsible for our fees and expenses for work done up to the point of termination.

Personal Data Protection

We comply with applicable laws on personal data protection. The manner in which we handle personal data is set out in a Personal Data Protection Notice (the “PDP Notice”) accessible at www.zicolaw.com.mm. When you provide us with personal data, including that of third parties, such as your directors, officers, employees and advisors, you are responsible to inform them of the terms of the PDP Notice.  Please do not provide us with any personal data which you are not authorised to provide to us.