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 in Hong Kong are open for business;
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.
Chandrawat & Partners shall supply the Services on the Terms and Conditions of this Agreement and will do so:
use the Confidential Information only for the purpose for which it was provided and for no other purpose.
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.
In addition to payments received on account, whenever Chandrawat & Partners hold 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 of the Client’s projects out of such funds.
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.
Either party may terminate this Agreement forthwith on notice to the other party if that other party:
Where the Client consists of more than one person, each such person agrees that it 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 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.
No written or oral opinion, advice, suggestion or comment given by Chandrawat & Partners in relation to:
(a) the laws of any other jurisdiction or;
(b) 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.
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.
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.
Chandrawat & Partners are committed to acting professionally, fairly and with integrity in all Chandrawat & Partners’ business dealings and relationships and Chandrawat & Partners do 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.
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.
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.
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.
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.
The Contract, and any dispute or claim (including non- contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by, and construed in accordance with the law of Hong Kong.
Each party irrevocably agrees that the courts of Hong Kong shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.
Chandrawat & Partners is a leading full service firm in Hong Kong. We provide a wide range of high quality consulting services to domestic and international clients. With a strong network of professional advisors worldwide, we have a wealth of first hand experience and expertise in providing effective solutions to the complex issues.