Standard Terms of Engagement
Standard Terms of Engagement
Introduction
Thank you for instructing Lee & Lee LLP. These terms (“Terms”) set out the general standard terms for our engagement as your lawyers. Unless modified by any subsequent variation notified to you in writing, these terms will be an integral part of any agreement which we may have with you. Please review these Terms carefully and contact us promptly if you have any queries. We suggest that you retain these Terms in your records.
1. Client Service
We will advise you of the name and status of the lawyer with day-to-day conduct of your matter and of the partner with ultimate responsibility. We reserve the right at our discretion to allocate and re-allocate work to lawyers and paralegals in rendering the most appropriate legal services and will share confidential information with them regarding your matters for the purposes of better serving you. We will keep you informed of the progress of each matter and of any issues raised. The partner will be responsible for overseeing our relationship with you. If you have any complaints regarding our service, please contact the partner in charge.
2. Scope of our Engagement and Fees
The scope of any engagement will be set out in a separate letter or other written or email correspondence that will be sent to you each time we agree to represent you on an individual matter. Our fee arrangement will be set out in such letter or correspondence. Our duty of care is to our client named in such letter or correspondence, and apart from this, we do not owe any duty of care or liability to any other person. Advice given is to our clients only, and no other person should rely on our advice without our express consent. The advice and services provided by us are strictly in relation to legal matters only. We do not advise on commercial, financial or other matters. Except when specific instructions to advise on tax issues have been accepted by us, our scope of work does not include advising on the tax implications of any transaction. In the event of any inconsistency between the terms and conditions set out in these Terms and those in our separate letter or other written or email correspondence, the provisions of such letter or other written or email correspondence shall prevail.
Advice given is based on the state of law as at the date of issue of such advice. After completion of your matter(s), changes or developments may occur in laws or regulations which may affect our advice or have an impact on your future rights or responsibilities, and we shall have no continuing obligation to advise you or any other person or entity with respect to future developments.
3. Fees
Unless otherwise agreed, services will be rendered at our standard hourly rates for our lawyers and other personnel prevailing at the time the services are rendered. In addition, we will charge for time spent travelling on your instructions for the purposes of the transaction/matter. We reserve the right to adjust our fees in cases involving urgency, novelty, unusual responsibility, complexity or where a formal legal opinion is required. In particular, urgent work and work performed outside normal office hours, on weekends and on public holidays may be billed at an increased rate (based on the relevant lawyer’s and other personnel’s hourly rate x 1.5). All fees, costs and expenses payable to us shall be paid net of any taxes or surcharges (other than Goods and Services Tax (“GST”), which will be included in our invoice, where applicable). If we had initially agreed on a fixed fee but the scope of the work later increases beyond that which was originally instructed, it may be necessary for us to revise our fee upwards. For overseas assignments, unless we have agreed an alternative fee proposal or formula with you, we will charge the relevant lawyer’s hourly rate x 1.5 for actual time spent in connection with the matter, and disbursements including but not limited to cost of air travel, taxes, accommodation, meals, transport etc.
In contentious matters, you should be aware that you have to be responsible for payment of our costs regardless of any order for costs made against the opposing party. If you are unsuccessful, you will usually have to pay the opposing party’s costs as well as your own. If you are successful, the opposing party may not be ordered to pay the full amount of your costs or any costs and may not be capable of paying what has been ordered.
4. Disbursements
Apart from our fees, there will be other expenses for which you will be responsible. These include, but are not limited to, travelling expenses, accommodation expenses, stamp duty, court fees, lodgement/registration fees and search fees which we have incurred, and the fees, costs and charges of counsel, foreign lawyers and other experts or third-party service providers which may be engaged to provide services on your behalf. These will be billed to you together with GST where applicable. Other disbursements include “Know Your Client” and file administration charges, communications, copying and courier charges and online research costs and other non-legal costs, as applicable, which will be charged to you at our prevailing standard rates.
5. Monies on Account
We may, at our discretion, request a retainer or a payment of monies on account before undertaking any specific work or, if we have commenced work, and subsequently, we consider it appropriate to request a retainer or payment of monies on account, we reserve the right to do so. When funds to account are requested, payment of those funds must be made in order for us to start or continue acting for you. If our request is refused, we reserve the right not to accept instructions from you or not to act further for you. Any such monies on account are a deposit for payment of a portion of the legal fees and costs to be incurred. You authorise us to and we may, but are not obliged to, apply such monies to payment of your invoices as billed on any matter to you. We will not, however, effect any set-off against our legal fees and disbursements unless we have rendered a bill to you or other written note of costs and notified you in writing to your last known address of our intention to effect the set-off and carry out the set-off with 2 days of our bill or note to you. For the purpose of exercising such set-off, we shall have the right to uplift any of your monies placed on interest-bearing deposit 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. If these monies to account are set-off for our costs, we may ask you to pay in more monies to keep us in funds. You grant us a lien for lawyers’ fees and costs advanced on all or any monies on account, escrow accounts, client accounts, real and personal property, intangible property, claims and causes of action that are the subject to our representation of you and on all proceeds of any recovery obtained (by settlement, arbitration award, court judgment or otherwise). No interest shall be payable on payments made by you on account of fees and disbursements or upon refund of any balance monies held on deposit. By accepting our engagement, you expressly agree that in accordance with Rule 2 when read with Rule 4(1) of the Legal Profession (Deposit Interest) Rules (“LPDIR”) and Section 72(1) of the Legal Profession Act 1966 (i) notwithstanding Rule 2(2)(a) of the LPDIR, no money received by us from you in our firm’s client account will be required to be deposited in a bank or an approved finance company by way of a fixed deposit repayable on demand; and (ii) notwithstanding Rule 2(2)(b) of the LPDIR, we will not be required to account to you for all interest earned on the money deposited with respect to such funds transferred from you to our firm’s client account. We will refund you, or such other person(s) that you may direct in writing, any excess funds in your account after our final bill is rendered and paid. If such funds remain unclaimed by you, we may apply under the Trustees Act 1967 of Singapore for such funds to be paid into Court, following which, we will be discharged from any further obligations to you in respect of these funds. In the event such application is necessary, you hereby authorise us to deduct from such funds our administrative costs of making such application.
6. Billing Statements
Unless otherwise agreed, we will normally deliver our bills for services rendered and/or fees on account and for costs on a periodic basis.
GST at the prevailing rates will be added to all fees and disbursements where applicable. Bills are payable when presented, and we therefore ask that they be paid no later than 14 days from the date of our bill. We reserve the right to charge interest at the rate then payable on judgment debts on any fees and disbursements which are outstanding after 30 days. If payment of fees or disbursements incurred on any matter is not made when requested, we reserve the right to decline to act any further on that matter and any other matters on which we are acting for you. Please note that, where relevant, international travel costs will be billed as and when the travel takes place, and not at the end of the project or matter. This applies even if we had agreed to bill you for our services at the end of the matter.
Payments to us may be made by telegraphic transfer, bank draft, electronic fund transfer, cashier’s order or any other payment method approved by us, details of which are set out in our invoices.
Our fees and disbursements shall be paid free and clear of any deductions for withholding or other taxes except for any deductions which you are required by law to make. If you are required by law to make a deduction for tax, you shall notify us of such requirement immediately and you agree that the amount payable to us shall be increased by the amount necessary to ensure that we receive a net amount, which after tax deduction, is equal to the full amount which we would otherwise have received.
If another party is expected to settle your bill, they must do so promptly in accordance with the terms herein. Unless we otherwise agree in writing, you remain responsible for payment of all our fees, disbursements and GST.
If the matter is aborted or if the matter is suspended for a period of one month or our relationship with you is terminated, we would still charge you for the costs and disbursements incurred.
7. Instructions
Unless you inform us otherwise, we shall write to you at your address on record with us. We shall also send documents and communicate with you, and with other parties who may become involved (including members of your staff or your other advisers) we consider appropriate, who we reasonably believe are involved in the matter, by email unless you tell us otherwise. You will appreciate that sending emails via the internet is not secure, and if you would prefer not to communicate or send documents by email, either at all or for particular classes of document, please let us know.
Unless you inform us to the contrary, we will assume that you consent to us communicating with you electronically or handling online data rooms or other information electronically. We will have no liability to you or your officers, employees or agents on any basis, whether in contract, tort (including negligence) or otherwise, in respect of any error, damage, loss, omission or delay arising from or in connection with the electronic handling or communication of information between us, or any failure in any electronic handling or communication system. We do not represent or warrant that electronic information and electronic transmission of information will be secure or virus or error free nor do we represent or warrant that it will not be accessed improperly, intercepted, corrupted, lost or destroyed, or that it will arrive promptly or complete or otherwise be unaffected or safe to use.
We use filtering software which may filter out legitimate correspondence and you are advised to confirm with us that any important correspondence has been safely received.
8. Other Law Firms and Other Professionals and Agents
If it is agreed that we should instruct outside professionals whether in Singapore or other countries, such as lawyers, accountants or other experts or agents on your behalf, you will be directly responsible for payment of all their charges (even if they address their bill to us), including their fees, disbursements, GST and any interest. It is preferable for the contract with them to be entered into directly by you, although we would normally make the necessary arrangements and deal with them on your behalf. If, however, you prefer us to enter into any necessary contracts with professionals or agents we shall include their fees in our invoices. Where substantial fees are involved, we may ask for a payment on account to be made. We do not accept liability for any acts, errors or omissions of any such persons.
9. Storage of Papers and Documents
We are entitled to keep all your papers and documents and any records of electronic communications while there is money owing to us for charges and expenses (whether before or after completing the work). We shall be entitled (but not obliged) to keep our file of papers (except for any of your papers which you ask to be returned to you) and such records for at least six years or such longer period as we may deem necessary taking into account the matter concerned.
Upon completion of the matter, you may request the return of your papers and documents at no charge within six (6) months. If you do not request their return within this period, we reserve the right to retain such physical papers and documents and to charge a reasonable administrative fee for the storage of physical files and documents.
We shall keep the file and such records on the understanding that we have the authority to destroy and/or delete the same without seeking your consent or approval. We will not destroy documents you ask us to deposit in safe custody. You should nonetheless ensure that any such documents are appropriately insured.
If you instruct us to retrieve papers or documents or electronic records from storage for any reason, we may charge you for our fees and disbursements relating to such retrieval and any other work necessary to comply with those instructions.
10. Confidentiality
We shall keep your affairs and the information you and your advisers give to us confidential and we will not disclose such information without your consent, except to partners, lawyers, employees, consultants of Lee & Lee LLP or to other advisers or personnel appointed or employed by you where we consider it appropriate for the person to know such information for the purposes of the matter that we are acting for you or as stated below.
Certain laws (for example, those relating to money laundering and tax fraud) give power to authorities such as the police or tax authorities to inspect client information and take copies of documents. In addition, in specific circumstances these laws compel us to report information to the authorities even in the absence of a request. It is possible that, at any time, we may be requested by these authorities to provide them with access to documents held by the firm, or to attend interviews with them in connection with the work we have done for you. In the unlikely event that such a situation arises, we shall comply with the request only to the extent that we are bound by law to do so without any liability to you and, insofar as it is practicable or permitted under the relevant law, shall notify you of the request or the sharing of information. As part of our service to you, we will do our best to protect your interests in those circumstances.
We reserve the right to disclose any information to our professional indemnity insurers or advisers, and to use, subject to paragraph 23 below, artificial intelligence (“AI”) technologies, including generative AI, to assist in delivering legal services.
In the course of advising other clients (whether in the past, present or future) we may have in our possession or come into possession, confidential information which may be material to the matter on which we are advising you. Confidential information we hold about you may be material to such other clients' matters. You agree that by putting in place appropriate safeguards to ensure that access to the relevant confidential information is restricted, our duty of confidentiality to you will be satisfied and that (notwithstanding that we hold confidential information relating to another person) we may act for you and you will not seek to prevent us from acting for other clients by reason of our holding your confidential information.
We assume that information which you give or otherwise disclose to us has not been given and/or disclosed to us in breach of any obligations.
11. Client Information and Data Protection
We are subject to Singapore and other applicable laws, regulations and guidelines on money laundering and terrorism financing. To fulfil our obligations under applicable laws, regulations and guidelines including client due diligence, we may ask you to provide us with verification of your identity (and, where relevant, the identity of your officers) and/or other relevant information (including personal identification particulars, directors, shareholders, members, beneficial owners and evidence of source and ownership of funds). We may request this at the outset of our relationship with you and at various times throughout our relationship, which you agree to supply to us promptly on request (failing which we may have to suspend our work).
You agree that your personal data may be collected, used and disclosed by us (which shall include, for the purposes of this paragraph 11, our affiliates, service providers and agents) to enable us to provide services to or for you and for our compliance with applicable laws, regulations, industry codes and guidelines and for internal audit.
We may use personal data in any way that we consider is necessary to carry out our responsibilities to you or to maintain and preserve our records and/or for compliance with any law, regulations, directives or professional obligations applicable to us. This may include releasing the data to third parties. We may also use personal information to send to you selected information that we produce relating to our practice. If you prefer not to receive this type of material, please let us know.
It is your responsibility to ensure that all required consents are obtained from third parties about whom we may be required to obtain information in connection with our acting for you (such as directors, shareholders, members, beneficial owners and the like), so that we may retain and use that information appropriately.
On the payment of a small fee, you have the right (subject to certain exceptions) to be provided with a copy of the personal data we hold about you and an explanation of how we use it. In certain circumstances you may also require us to alter or remove any personal data we may hold about you.
Our Data Protection Officer can be contacted by writing to:
The Data Protection Officer Lee & Lee LLP
25 North Bridge Road Level 7
Singapore 179104
12. Production of Documents (Contentious Matters)
In any contentious matter, you must not deliberately destroy any documents (including electronic documents) that are or may be relevant to the issues in the matter. “Relevant documents” include those that do not support your case, are adverse to your position, or are confidential or informal in nature. If the Court finds that relevant documents have been deliberately destroyed, it may strike out your claim or defence, even if a fair trial remains possible. You should therefore suspend any routine document destruction programmes and preserve all documents that could conceivably be relevant. If relevant documents were destroyed before you instructed us, you remain obliged under the Rules of Court to disclose that such documents were once in your possession, or control . Your obligation to preserve documents continues until the matter is finally resolved. In due course, you will be required to list and produce for inspection all relevant non-privileged documents in your possession, or control. We therefore recommend that you involve us in any communications or documents you create that relate to this matter. Please ensure that all individuals in your organisation who may be affected by these obligations regarding production of documents are made aware of the need to preserve relevant documents, whether or not those documents are privileged. If you have any questions about these obligations regarding production of documents, please contact the lawyer handling your matter.
13. Intellectual Property Rights
We retain the copyright and all other relevant intellectual property rights in our work products but you will have a licence to use and make copies of the documents we prepare for the purposes of the matter for which the work product was created but not, unless otherwise agreed, for other purposes or matters.
14. Publicity
Unless we otherwise agree with you, we may disclose the fact that we have a relationship with you in our marketing and/or promotional materials; and if the transaction or matter we are acting or advising you on has been publicly disclosed, we may disclose details of such transaction or matter which are in the public domain as well. If the transaction or matter we are acting or advising you on has not been made public, then we may only disclose such transaction or matter generally and our role as legal advisers, but without any reference to you.
15. Liability for Losses Suffered by You
We or any of our individual lawyers will not be liable to you for any loss arising out of or in connection with this engagement, in contract, tort, by statute or otherwise, unless the loss is primarily caused by our or that particular lawyer’s negligence or default or our liability cannot be excluded or limited by law.
We will also not be liable for any loss of profit, loss of business, loss of opportunity or other indirect or consequential losses whatsoever arising from any negligence or default on our part, nor will we have any liability for any loss which directly or indirectly arises out of or results from or otherwise involves, however remotely, any act of terrorism or wars or warlike operations (whether war be declared or not) or civil unrest.
Where any loss is suffered by you for which we and any other person are jointly responsible, the loss recoverable by you from us shall be limited so as to be in proportion to our relative contribution to the overall fault of the other adviser, you and any other person in respect of the loss in question. Where the liability of any other person to you is limited in any way in respect of the loss in question, we will not be liable to you for any amount for which we would not have been liable but for the application of any such limitation. We will not be responsible for third parties engaged by us in circumstances where you have approved that appointment. In the case of certain transactions or arrangements, it may be appropriate to limit our liability to a specific sum which will be set out in a separate engagement letter. In such circumstances it is agreed that our aggregate liability to you for any losses for which we are liable arising out of the relevant transaction(s) or arrangements shall not exceed the amount specified.
Save to the extent that we are specifically asked to advise on tax implications relating to any matter which does not primarily relate to tax, our instructions shall be deemed not to require us to take account of those matters.
The provision of our legal services may refer or relate to investments. All communications from Lee & Lee LLP will be legal communications and not financial communications. No communication from us is, nor is it intended to be, an invitation or inducement (direct or indirect) to engage in investment activity.
16. Termination
You may terminate your instructions to us in writing by giving us not less than seven (7) days’ notice. We may decide to stop acting for you only with good reason or on such other grounds as may be permitted under law (including the Legal Profession (Professional Conduct) Rules) and we will give you reasonable notice that we have decided to stop acting for you. In addition, we may also bring our appointment as your lawyers to an end by giving seven (7) days’ notice if either funds to account requested by us or our professional fees and/or disbursements are not paid within fourteen (14) days of our request for such funds, or the issuance of our bills.
If you, or we, decide that we will no longer act for you, you will pay our fees and disbursements incurred up to the time of termination. Where there is an agreed fee for an agreed scope of work and the retainer is terminated before completion of work, we will be entitled to a reasonable fee and all disbursements properly incurred up to the time of termination or which are reasonably necessary thereafter.
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 is received. In the event you decide to appoint a new law practice, we will as required by the Legal Profession (Professional Conduct) Rules release all documents to them only upon receipt of an undertaking from your new lawyers to protect our right over your documents handed over to them for outstanding legal costs.
To the extent allowed by law, we will have no obligation to provide files or documents if all past fees and expenses are not paid in full, and we will not under any circumstances have an obligation to grant interviews or provide testimony.
17. No Continuing Obligation
You are engaging us to provide legal services in a specific matter(s). After completion of the matter(s), changes may occur in laws or regulations which may have an impact on your future rights or responsibilities. Unless you engage us after completion of the matter(s) to provide additional services arising after completion, it is understood and agreed that we will have no continuing obligation to advise you or any other person or entity with respect to future developments.
18. Revisions to the Terms and Conditions
These Terms are reviewed periodically and may be revised during the course of our representation of you. If they are revised, we will provide you with the revised Terms and the revised Terms will come into effect and apply upon your receipt of them.
19. Partial Invalidity
If any provision or portion of these Terms is wholly or partly unenforceable, the remainder of that provision will still remain in effect.
20. Subsequent Matters
These Terms apply to our present representation of you and to any subsequent matters which we agree to undertake for you, unless we mutually agree in writing to a different arrangement.
21. Rights of Third Parties
Our engagement by you and for you creates rights and obligations only between you and us, and nothing in these terms of engagement shall create or confer, nor is it intended to confer, upon any person other than you, us and any member or partner or other person employed in any capacity by Lee & Lee LLP or by any other entity affiliated to it, any right to enforce any of these terms (nor any other rights, remedies, obligations or liabilities, except as expressly provided herein) which that person would not have had but for the provisions of the Contracts (Rights of Third Parties) Act 2001. We do not accept any liability or obligation to any person other than you and our duty of care does not extend to your holding company, subsidiaries, affiliated companies or other third parties.
Unless otherwise agreed in writing, any advice or documentation prepared by us resulting from your instructions to us will be solely for your use and benefit. You agree that our advice will not be passed to or relied upon by any other person, except that it may be passed to, but not relied upon by, your other professional advisers and bankers to the extent necessary or as required by law or applicable regulation.
22. Latest Version of These Terms of Engagement
The latest updated version of these terms may be posted on our firm’s website from time to time. The updated terms will be effective when posted (or on any later effective date stated in the updated terms). By continuing to use the legal services provided by our firm after the updated terms are posted, you agree to be bound by the updated terms.
23. Use of Artificial Intelligence
The firm may, from time to time, use AI technologies, including generative AI, to assist in delivering legal services. Such technologies may be used for legal research, document review, drafting, translation and analysis. All AI-generated outputs will be reviewed by qualified lawyers before being provided to you. We will take reasonable steps to ensure that any AI platforms used comply with applicable confidentiality and data protection obligations, including use of enterprise-grade tools with appropriate security controls. Client confidential information will not be disclosed to publicly available AI systems or used to train external AI models without your consent. Any AI-generated materials provided by you (including but not limited to drafts, research, case law citations or analysis) will not be regarded as work products of the firm, and we do not assume responsibility for the accuracy of any AI-generated content that you have independently produced or relied upon. Additional time and costs may be incurred by us in reviewing, verifying, correcting or replacing such materials, and our fees will be assessed based on the work required to deliver the relevant work products in relation to your matter. If you have questions about our AI practices or safeguards, please email us at leenlee@leenlee.com.sg or contact the partner in charge of your matter. If you prefer that no AI tools be used in connection with your matter, please notify us in writing, and we will use reasonable efforts to accommodate your request (although this may affect the efficiency and cost of the engagement). The use of AI tools does not reduce the professional value of the services provided, and our fees remain based on the nature, complexity and expertise required for the matter.
24. Governing Law
Our engagement with you and this agreement shall be governed by and construed in accordance with Singapore law.
25. Dispute Resolution
(a) You agree as a mandatory pre-condition to arbitration referred to in paragraph 25(b) that all disputes and differences arising under, out of, or in connection with our agreement, or services provided by us to you, including any question regarding the existence, validity or termination of our agreement, shall first be referred to mediation in Singapore, in accordance with the Law Society Mediation Rules for the time being in force.
(b) In the event that such disputes and differences referred to in paragraph 25(a) cannot be resolved or settled through mediation under paragraph 25(a) within sixty (60) days after the mediation has commenced, the parties shall refer the dispute to arbitration in Singapore in accordance with the Law Society Arbitration Scheme and the rules thereunder for the time being in force.
Last Edited 14 Apr 2026