1. GENERAL

These terms of engagement (“Terms”) apply to the advice given to you and other work supplied by Semeion Group to you (“Services”) under the engagement letter, which sets out the scope of our work for you and the terms on which we will act (“Engagement Letter”). The Engagement Letter and these Terms will together form the agreement between us in relation to your instructions. Where there is any inconsistency between these Terms and the Engagement Letter, the Engagement Letter will prevail.

2. ADVICE

Our advice on any matter is confidential both to you as client and to us as advisor, and is provided to you solely for the purpose of the instructions set out in the Engagement Letter. Save with our prior written consent, it may not be disclosed to any third party, used for any purpose other than for which it was provided, or relied upon by any person other than you.

You remain solely responsible to take reasonable care at all times to protect your own interests. We are not responsible for advising on matters outside the scope of the Engagement Letter; nor for advising on changes in the law after we have delivered our advice. We are also not responsible for any losses caused by changes made to our work without our approval or for use of our work beyond the purposes for which it was provided.

Your Engagement Letter is an agreement with Semeion Group which is solely responsible for the provision of the Services. If your matter requires advice or services to be obtained from a jurisdiction in which Semeion Group does not carry on business, you agree that we may engage a subcontractor in that jurisdiction to provide the necessary advice or services. In the absence of any agreement to the contrary, that engagement will be on these Terms and on the same fees as are agreed with us.

3. FEES

Our fees will be as agreed in the Engagement Letter, excluding expenses incurred on your behalf. You will reimburse us for such expenses and, if they are likely to be significant, we may ask for payment in advance. Where applicable, we will charge goods and services tax (GST) or Value-Added tax (VAT) on our fees and expenses. Where we engage third parties as our subcontractor, we will pass on any taxes they charge to you. You may not deduct any amount from our invoices in respect of withholding tax or any other tax you may be liable for.

4. INVOICING

We will invoice you on a monthly basis and you will remain liable for any amounts unpaid. Unless otherwise agreed, we will only send electronic invoices to the billing address set out in our Engagement Letter.  Our invoices are payable within fifteen days after the date of the invoice. If you do not pay within thirty days of the date of the invoice, we reserve the right to charge interest on the amount outstanding from the due date until payment. The rate of interest is five per cent per annum. You agree that we will be permitted to use any amounts owed to you to pay outstanding invoices we have delivered to you.

5. INFORMATION

You agree to provide us with all information that is reasonably required for us to advise you and to ensure that such information is, and remains, true and accurate in all material respects and is not misleading. Unless we agree otherwise, you should not assume that information or documents which have previously been given to us or matters on which we have previously advised will be known to those instructed on a new matter.

You are responsible for ensuring that you have all necessary rights to supply us with the information you provide and that our use, disclosure or transfer of that information will not infringe the rights of any third party or result in a breach of any applicable laws and regulations.

6. CONFIDENTIALITY

We will keep confidential all information we receive regarding your affairs unless you instruct us to disclose that information or it is already in the public domain or if we, in good faith, consider disclosure to be required by any applicable laws and regulations or for the purpose of insurance notifications. Unless you instruct us otherwise at the time, you agree that we may refer publicly to our involvement on your behalf, in accordance with applicable laws and regulations.

7. PRIVACY

We accept no liability whatsoever arising out of any action that we, in good faith, consider is necessary for us to comply with any applicable laws and regulations relating to data privacy. The terms on which we collect, use and disclose your personal information are set out in our Privacy Notice which can be viewed on our website at www.semeiongroup.com. You agree that you have read our Privacy Notice and consent to the collection, use and disclosure of your personal information (including the collection and transfer thereof to foreign countries) in accordance with its terms.

8. ELECTRONIC COMMUNICATIONS

Unless agreed with you, we will not encrypt electronic communications. You acknowledge that the electronic transmission of information by email or otherwise (in particular when unencrypted) may be delayed, intercepted, corrupted or otherwise fail to be delivered. We shall use reasonable actions to ensure that electronic communications that we send are free from viruses and any other material which may cause harm to any computer system. You undertake to act likewise with any electronic communications you send to us. We reserve the right to monitor all email communications through our network. You acknowledge that we cannot guarantee the availability or proper functioning of utilities, communication and electronic resources and that (except to the extent required by law) we have no liability to you for any delay, disruption or failure to provide services, due to the unavailability or malfunctioning of these resources for any reason.

9. DOCUMENTS

Save for documents in respect of which we have a specific agreement with you and subject to any applicable laws and regulations, we will store information relating to a completed matter for a minimum of six months only. We will not, unless expressly requested to do so in writing and at your cost, take any additional steps to secure information. We accept no liability for any losses you suffer if our file, including any documents or material you leave with us, is destroyed for any reason. You agree that we may destroy any documents or material you have left with us after six months. If you require all or any part of it to be delivered to you or to another advisor, you agree that we will at your cost identify and deliver the information belonging to you.

10. MONEY LAUNDERING

We accept no liability whatsoever arising out of any action that we, in good faith, consider is necessary for us to comply with any applicable laws and regulations relating to money laundering.

11. LIABILITY

To the extent permitted under applicable law, under no circumstances, including, but not limited to, negligence, shall Semeion Group be liable for any indirect, compensatory, punitive, special or consequential damages that result from any acts or omissions (including negligence) on our part, even if Semeion Group or a Semeion Group authorized representative has been advised of the possibility of such damages.

In no event shall Semeion Group’s total liability to you for all direct damages, losses, and causes of action (whether in contract, tort (including, but not limited to, negligence) or otherwise) exceed the lowest of (1) the limits of our applicable insurances or (2) twenty-five percent of the amount paid by you to Semeion Group, if any, under any applicable Engagement Letter, excluding expenses.

You agree to indemnify, defend and hold Semeion Group, its affiliates and any of its and their directors, employees, agents and contractors harmless from and against any and all claims, damages, losses, costs (including without limitation reasonable attorneys’ fees) or other expenses that arise directly or indirectly out of or from (i) your breach of any applicable Engagement Letter.

We shall not have any liability to any third party for any Services that we provide to you unless we have agreed in writing that the third party can rely on such Services.

12. CONFLICTS

Subject to any applicable laws and regulations, you consent to our accepting instructions from other clients whose interests may conflict with yours provided that, at the time we accept those other instructions, we are not acting for you in a matter that is related to those other instructions and we take reasonable and appropriate steps to ensure the confidentiality of any confidential information in our possession that belongs to you.

13. FORCE MAJEURE

Except for obligations to pay any amount due, neither we nor you shall be liable in any way for failure to perform our respective obligations under these Terms or the Engagement Letter if the failure is due to causes outside the reasonable control of the party which has failed to perform.

14. TERMINATION

Either of us may terminate the Engagement Letter in writing at any time for any reason on reasonable notice of not less than fifteen days. We reserve the right to end the Engagement Letter immediately if, in the circumstances, less than fifteen days’ notice would be reasonable. Without limiting the circumstances in which we may end our engagement, we will not continue to act for you if:

1. a conflict of interest arises or for other legal or ethical reasons;
2. you do not pay our bills as agreed; or
3. you do not give us adequate instructions.

Your obligation to make payment shall survive and remain in full force and effect notwithstanding termination. On termination you will pay all outstanding fees and expenses. Any work performed after the engagement has ended will be charged at our standard hourly rates. All accrued rights and liabilities under clauses 6, 7, 11 and 18 of these Terms shall survive and remain in full force and effect notwithstanding termination.

15. SEVERABILITY

If any provision in these Terms is or becomes shall be unlawful, void, or for any reason unenforceable, then that provision shall, to the extent required, be deemed severable from in these Terms and shall not affect the validity and enforceability of any remaining provisions.

16. ASSIGNMENT

You may not assign your rights under or arising out of these Terms and the Engagement Letter without our prior written consent.

17. AGREEMENT

Unless and to the extent otherwise stated in the Engagement Letter, these Terms contain the entire agreement between us about our engagement on any matter. Any previous understanding, agreement, representation or warranty relating to our engagement is replaced by these Terms and has no further effect. Any changes to the terms of our engagement must be in writing and signed by us.

18. DISPUTE RESOLUTION AND GOVERNING LAW

The laws of Hong Kong apply to these Terms and the Engagement Letter. Both of us agree to refer to final and binding arbitration administered by the Hong Kong International Arbitration Centre (“HKIAC”) under the HKIAC Administered Arbitration Rules, no later than one year after termination of the Engagement Letter, any dispute, controversy, difference or claim arising out of or relating to these Terms and the Engagement Letter. The law of this arbitration agreement shall be Hong Kong law. The seat of arbitration shall be Hong Kong. The number of arbitrators shall be  one. The arbitration proceedings shall be conducted in the English language. Both of us further agree to submit to the non-exclusive jurisdiction of the Hong Kong courts for the enforcement of any award rendered by the HKIAC regarding any dispute, controversy, difference or claim arising out of or relating to these Terms and the Engagement Letter, and waive any right either of us might have to claim that those courts are an inconvenient forum.