These terms and conditions (“Terms and Conditions”) apply to the professional legal services provided by Blumenthal Richter & Sumet Ltd. (“Law Firm” or “us” or “we” or “our”) to clients (“Client” or “you” or “your”), but they will not apply to the extent that they are not consistent with any agreement made between the Client and the Law Firm in writing at any time. The Terms and Conditions form the second part of any fee proposal (“Fee Proposal”).
Engagement Scope
At the commencement of the Law Firm providing professional legal services, an agreement shall be made as to the engagement scope between the Client and the Law Firm (“Engagement Scope”). Amendments may subsequently be made to the Engagement Scope by written agreement between the Client and the Law Firm.
Legal advice will be provided by the Law Firm based on our understanding of the relevant law and practice at the time such legal advice is given. Changes that occur in the law and practice subsequent to the Law Firm providing the legal advice may affect the conclusions of our legal advice. If there are any subsequent changes in law and practice, there will not be any obligation on the Law Firm to update our legal advice unless we have specifically agreed to undertake this with the Client.
All relevant information and documents regarding the Engagement Scope will, through the undertaking of the Client, be provided to the Law Firm. The Client will inform the Law Firm of any changes in the facts or changes that are anticipated to occur.
The Law Firm is authorized to take instructions from any person who, upon its reasonable belief, has authorization from the Client to instruct the Law Firm. The duty of care of the Law Firm shall only be owed to the Client alone as a client of the Law Firm, and no duty of care of the Law Firm shall be owed to any subsidiaries, holding companies or other affiliated companies of the Client unless we have specifically agreed to this with you.
Only the Client and no other persons may rely on the legal advice provided by the Law Firm.
Our Team
Partners and associates who the Law Firm deems as appropriate for the Engagement Scope will be involved in providing the professional legal services. Such lawyers may or may not be admitted to practice in the jurisdiction related to the Engagement Scope.
All tasks the Law Firm performs under the Engagement Scope will be handled by lawyers of the appropriate level of seniority.
Fees and Invoicing
The fees for the Law Firm to provide professional legal services under the Engagement Scope will be agreed between the Client and the Law Firm at the commencement of providing the professional legal services or from time to time.
The fees of the Law Firm for providing the professional services requested by the Client are calculated on the basis of, but are not limited to, the amount of time spent in completing the professional services as well as the qualifications and experience of the lawyers or employees undertaking the professional services.
Any estimated fees that the Law Firm provides to the Client, whether such estimated fees are to support the Client in its planning or for other purposes, are offered as the Law Firm’s best estimate. Such estimate is not contractually binding, any of its stated caveats and assumptions shall apply and it shall be subject to factors beyond its control. The Law Firm undertakes to inform you if it becomes reasonably foreseeable that such estimate will in all likelihood be substantially exceeded.
Actual out-of-pocket expenses and 7% Value Added Tax incurred in connection with the Law Firm providing professional legal services are for the Client’s account and will be billed on a monthly basis until the professional legal services are completed. The minimum amount of miscellaneous expenses will be charged at THB 1,000. Out-of-pocket expenses include transportation, government fees, photocopying, etc.
Invoices will be issued by the Law Firm directly to the Client on a monthly basis, unless otherwise agreed in writing. Invoices in electronic form without a physical signature will be sent to your email address. Payment of an invoice shall be made within fourteen (14) calendar days of the date of the invoice. Upon the request of the Client, the Law Firm will provide you with a hardcopy version of the invoice.
If there is any delay of the payment of the Law Firm’s invoice, the Law Firm may suspend the provision of professional legal services, charge interest on the overdue amount for each calendar day of delay and withhold documents it has prepared under the Engagement Scope for the Client until payment has been made in full by you for the amounts overdue.
Communication, Data Protection and Marketing
The Client acknowledges the risks that exist with electronic communication and agrees to electronically exchange information. The Law Firm is not liable for such risks provided that we have taken all precautions that are reasonable.
Through measures we have considered appropriate, communication may be undertaken by the Law Firm directly with the Client’s staff or with your other counselors or with individuals who may support in the Engagement Scope or in the Law Firm providing professional legal services from time to time, unless the Client informs us otherwise. The Law Firm has the assumption that the Client has given consent to the Law Firm for us to communicate with you and your other counselors regarding the Engagement Scope including the communication of confidential information via email. Due to the inherent risks associated with electronic communication, the Client accepts the risk that confidentiality may be breached from communicating with the Law Firm through insecure methods such as instant messaging or social media.
As the Law Firm has in place an email system with spam filtering and virus protection software, there is a risk that legitimate correspondence may be filtered out. The Client accepts such risk and acknowledges that there should not be an assumption that all correspondence will be received. The Client should, where appropriate, follow up with the Law Firm via telephone, email, etc. If there is a malfunction in the spam filtering and virus protection software of the Law Firm, and consequently there is an infection of your systems by a virus sent from our email, then we do not accept liability for this.
Under the scope of applicable laws and regulations, the Client agrees that electronic communications and correspondence may be monitored by the Law Firm for compliance with our legal and regulatory obligations and any internal policies.
For details on how the Law Firm uses, stores and shares personal data and how rights in relation to personal data can be exercised by a data subject, please refer to our Privacy and Cookies Policy which is available on our website. If the Client requests a hardcopy version, the Law Firm can provide you with this.
The Client agrees that, in our marketing materials and submissions we make annually for legal directory rankings and awards, we may disclose that we represented and acted for you and additionally we may disclose details of our work for you only to the extent that they are in the public domain already. In the event that our work for you is not in the public domain, then anonymized and generic descriptions of our work for you used may be used for marketing purposes, unless it is agreed otherwise between us.
Confidentiality and Security of Information
In order to ensure the confidentiality of electronic communication and not allow unauthorized access, the Law Firm has put in place security processes and controls including group-based access control to all company data, the Microsoft “Least Privilege Administration” model, blocking USB drives on all computers in our offices and strict staff onboarding and offboarding procedures, among others.
Confidential information of the Client will not be disclosed by the Law Firm to anyone without having first obtained your consent except where there is a requirement on the Law Firm to disclose as such by any applicable court order, law, rule or government authority.
The Law Firm will not disclose information to the Client that has been provided in confidence to the Law Firm relating to other clients’ matters even if such information has relevance to the Client’s matter, without the Other Clients’ consent.
The Law Firm may act for other clients who have matters and interests that are different to those of the Client whereby the Client’s information in possession of the Law Firm may be material to such matters and interests. In such a situation, the Law Firm will ensure there are appropriate safeguards in place and the Client agrees that this satisfies the duty of confidentiality that the Law Firm owes to the Client. The Client agrees that, as such appropriate safeguards are in place, it will not seek to prevent the Law Firm from acting for other clients on the basis that the Law Firm holds confidential information of the Client.
In the event that the Client has a potential matter and contacts the Law Firm regarding it, but ultimately you do not instruct us on it, you agree that we can act for other clients who may have different interests from you in regards to such matter, on the condition that the Law Firm protects the confidential information of the Client as above.
Conflicts of Interest
Internal conflict-of-interest checks are always conducted by the Law Firm to verify that professional legal services can be provided by the Law Firm for the Engagement Scope and any other work.
The Client acknowledges that the Law Firm may share your confidential information internally and with firms whom we have an alliance or collaboration arrangement with in order to conduct conflict-of-interest checks between matters or to determine whether we will accept instructions from you or other clients.
Intellectual Property
Copyright and any other intellectual property rights in all legal advice generated by the Law Firm during the course of providing professional legal services to the Client under the Engagement Scope will be retained by us. You will have the right to use and make copies of such legal advice for the purposes for which they are provided.
Limitation of Liability
The total aggregate liability of the Law Firm to the Client in respect of the Engagement Scope is limited to the fee amount paid by you to us in respect of the Engagement Scope and any additional services. You shall hold harmless and indemnify the Law Firm and our partners and lawyers for any costs or compensation that arise from any situation whereby we have to involve ourselves in any related cases as directly derived from the services we have provided under the Engagement Scope.
Anti-money Laundering
The Law Firm abides by the Anti-Money Laundering Act B.E. 2542 (1999) of Thailand.
The Law Firm may ask the Client to provide information to complete a Know Your Client (KYC) Form which you agree to provide to us in a timely manner upon our request, in order to allow us to conduct due diligence checks particularly in relation to the verification of identities.
The Law Firm may be required to report any suspicious activity to the relevant authorities and obtain the necessary consents from relevant authorities before we can continue to act for you. We may not be able to inform you that we have made such a report in certain situations, for example, in the case of a tip-off.
The Client agrees to have measures in place that are appropriate for preventing bribery and corruption throughout the Engagement Scope.
The Client agrees to notify the Law Firm in a timely manner if you become aware of any possible involvement of you in a breach of anti-money laundering, anti-bribery and corruption laws and regulations.
The Client agrees that if we deem that our work under the Engagement Scope may involve a breach of anti-money laundering, anti-bribery and corruption laws and regulations, we may, without any delay, cease our work for you on the Engagement Scope which would be at our complete discretion, and this may be done without providing you with an explanation if we are obligated to do so.
If the Law Firm ceases to act for you on the basis of paragraph 9.6. above or our fulfilment of any other obligations or our acting in a way that we reasonably believe there is a requirement for us to do so, in good faith, the Client acknowledges that there will not be any liability on us for losses, damages or delays that you may incur as a consequence of this.
Termination
The Fee Proposal and these Terms and Conditions come into effect on the date of their execution and will remain valid until their termination unless provided otherwise.
Claims
If the Client has a complaint or claim regarding the activities of any of the Law Firm’s lawyers or employees, a complaint can be submitted in writing which clearly sets out a description of your violated rights and the circumstances of the violation. Evidence of such alleged violation must be attached to the complaint.
Governing Law
The Fee Proposal and these Terms and Conditions are governed by the laws of the Kingdom of Thailand.
Amendments
The Law Firm may amend these Terms and Conditions from time to time and will notify the Client of this by e-mail at least thirty (30) calendar days in advance.
If the Client does not agree with an amendment of the Terms and Conditions, you may terminate the Law Firm’s professional legal services according to the clause on termination above of these Terms and Conditions.