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Terms & Conditions

Terms & Conditions

Boonchoo Counselor Limited
Terms of Engagement – Updated May 1, 2016

1. Introduction
1.1 What terms apply. These are the terms on which we (Boonchoo Counselor Limited (BCL)) will provide you with legal services. They should be read together with any letters or emails from us which seek to amend them if they are relevant to your specific transaction. Where there is any conflict between them, the terms in any letter or email to which you have agreed shall override these general terms and will have legal standing. You are not obliged to agree to any such changes but you must notify us in writing of any rejection.

1.2 Who to contact. If you have any questions about these terms, please contact Mr. Boonchoo Yensabai, the Senior Partner in the firm, as soon as possible.

1.3 How you accept the terms. Your continuing instructions to us regarding your matter will indicate your acceptance of the Terms of Engagement.

2. Carrying out your work
2.1 How we will work. We will act with proper skill and care and with appropriate speed, and we will keep you informed of progress and the issues raised until the transaction/case is completed.

2.2 Who is responsible. One person will generally be responsible for the day to day handling of your transaction/case and will be your contact in our firm. A Senior Lawyer will have overall responsibility for your transaction/case. Work on your transaction/case may be split as appropriate between solicitors and non-solicitors.

2.2 Who will handle your case. The person in our firm who you deal with at the start will normally carry out your transaction/case to a conclusion. But if the nature of the work or the cost makes it more appropriate for one person rather than another to work on your transaction/case, we may make such a change and charge accordingly.

3. Calculating our fees
3.1 Fee estimates for property transactions. In a property transaction (a sale, purchase or re-mortgage), we may give you an estimate or quotation for our fees (‘our estimate’). Our estimate will be for the fees we will charge you for our professional services for the property transaction as you describe it to us and, subject to that, on the assumption that it will be a normal transaction to be carried out on a normal time scale without unusual complications or requirements, and with time spent only on work reasonably necessary in the transaction.

3.2 Circumstances in which our fees will be changed. Our fees will change if any new or altered requirements on your part lead to additional work or responsibility. Our fees will also increase if any additional work or responsibility (not originally anticipated by us) becomes necessary as the transaction/case proceeds (e.g. due to unexpected difficulties, renegotiation of the matter or unforeseeable influences). We will not undertake additional work or responsibility without informing you first so that you can decide whether or not to incur such costs. We will be entitled to charge at the appropriate hourly rates as set out in our Fee Agreement for any additional work or responsibility.

3.3 Estimates for disbursements. ‘Disbursements’ are sums we pay to third parties on your behalf, such as search fees, government fees (e.g. stamp duty, land tax, land registry fees), courier delivery charges, electronic bank transfer charges, etc. Any estimate or quotation we provide for disbursements is only an indication based on our assumptions when we make the estimate and will not limit your liability for disbursements and expenses that BCL actually incurrs in the transaction.

3.4 Estimates for non-property transactions. In other cases, we will provide you with an estimate of the fees likely to be incurred, but the estimate will not be binding on us (unless we agree otherwise with you). We will let you know before the fees incurred exceed the amount estimated, and where possible we will provide a revised estimate before any extra fees and expenses are incurred.

3.5 Other fee bases. Where no other basis for calculating our fees is agreed between us at the outset of a matter, our fees will be calculated by reference to a number of factors including the time spent, the amount of money involved, the complexity and urgency of the matter, the degree of specialist knowledge required and any other relevant considerations. To the extent that time is a factor, an hourly rate based upon the seniority and experience of the person dealing with the matter will be applied. There will be a minimum charge of 6 minutes (0.1 of an hour) for each communication made or received (e.g. letters, emails, faxes and telephone calls.
We can agree a ceiling level above which our fees will not go without written consent from the you. We can also offer an annual retainer service for an agreed quarterly fee (e.g. minimum $5000 per quarter) whereby you can call on our services at no additional cost in pre-agreed specific areas. Inquiries outside these pre-agreed parameters will be considered input from 3rd-party experts, whose fee estimate shall be presented to you for approval before the 3rd party commences any work on your behalf.

3.6 Limiting our fees. On each matter where a charge based on time spent is appropriate, we will keep a record of the time spent and  provide you with a breakdown of it and the fees incurred [typically, this is provided monthly and issued under the title of ‘Statement of Expenses’.

3.7 Abortive costs. If a transaction on which we give an estimate does not reach completion we will charge you a reasonable fee for the work done, based on the time spent. This fee will not exceed the estimated fee, but it may be close to the estimated fee if, for example, the work which would have been necessary for the completed transaction has substantially been carried out.

3.8 VAT & Withholding Tax in our ivoice. Our fees are subject to Value Added Tax (currently 7%) and Business Withholding Tax (currently 3%). Hourly charged rates, agreed fees and estimates are exclusive of these taxes and any disbursements and expenses.

4. Disbursements and other expenses
4.1 Third party expenses. In the course of handling your transaction/case, we are likely to incur and pay expenses (disbursements) on your behalf to 3rd-parties. These costs will typically be known in advance and we will submit these costs to you for payment. If you require us to make such payments for you and receive reimbursement from you, the reimbursement must be made by the agreed upon date; otherwise, we reserve the right to suspend all work, efforts and advice on your behalf until all accounts are brought current.

4.2 Our expenses. In addition to our fees for legal services and expenses, we will charge you for some of the firm’s own expenses incurred on your transaction. These may include expenses such as photocopying and binding, delivery of documents, fax and telephone expenses, travelling expenses and electronic money transfer charges.

5. Billing arrangements
5.1 Payment on account. We may at any time require you to pay to us reasonable sums on account of anticipated fees, disbursements, expenses and value added tax. We will not be obliged to start or continue work until we receive such sums.

5.2 Interim bills. Unless the matter is concluded within a short period of time, we may send you periodic interim bills.

5.3 Queries and objections. If you have any query on a bill please contact the person dealing with your matter or one of the partners. In the case of any bill from us, you may apply to the Court for an assessment of our charges. You may apply to The Law Society for a certificate as to whether a bill is fair and reasonable (unless the fees were agreed in advance). Such applications are subject to the rules of the Court and The Law Society respectively and time limits apply.

5.4 Lender’s legal costs. If you are a purchaser and you have agreed with the lenders to pay their costs we may include the fees for acting for them in the bill.

6. Payment of our bills
6.1 Payment in 30 days. In return for our services we ask that you pay our bills promptly. If a bill is not paid in full within 30 days, we reserve the right to charge interest on the amount outstanding at the rate allowed under the Late Payment of Commercial Debts (Interest) Act from time to time.

6.2 US Dollars. Unless we agree otherwise, payment of fees, disbursements, expenses and value added tax should be made in US Dollars into our bank account (details available upon request).

6.3 Stopping work and retaining documents. If you do not pay (whether on account or otherwise) our fees, disbursements, expenses or value added tax in accordance with these terms we reserve the right to stop acting for you. We also reserve the right to exercise a lien on and to retain any documents belonging to you while we are awaiting payment of any money you owe us.

6.4 Using funds we hold. In a property transaction, we will normally send you a bill for our fees and expenses after exchange of contracts. Payment of the bill is due on or before completion. You authorize us to deduct our charges from the funds which we have available at completion, in priority to payment of any other expenses payable on your behalf.

7. Payments to each other
7.1 Payment methods. You authorize us to make all payments to you by bank transfer for which we will charge our then current charge for making bank transfers. We request you to make all payments to us by bank transfer rather than by check, but we will of course accept checks if that is more convenient for you, but we would prefer that you make payments electronically whenever possible.

7.2 No cash. We will not accept any payment in cash.

7.3 No third party payments accepted. You must not allow any third party to make any payment into our account without our prior permission. We are only allowed to accept payments from our clients. If your transaction/case involves payments made to us from 3rd-parties on your behalf, you are required to provide us written instructions detailing the sender, the amount, the expected date of payment and provide a disclosure of the source of funds; any payment made to us without following these procedures may be subject to seizure and forfeiture.

7.4 Payment by check. If you send us a check as settlement of expenses or for our bill, we are obliged by Law Society Accounts Rules to pay the check into our account as soon as possible. We are not allowed to receive a check and deliberately delay depositing the check into the designated account. [Please note that any fees related to the clearance process of any check received will be presented to you for reimbursement by an agreed upon date. Typically, any check drawn on a non-Thai bank may require up to 21 banking days to clear into our account and will be assessed a ‘bank clearing fee’ that may range from THB500-4000, depending on the check’s country of origin, amount and ability of our bank to collect the funds]

8. Tax advice and Investment services
8.1 Tax advice. Tax laws are complex – we will advise you of general taxation principles and the tax consequences related to the general structuring of your business operations; we can not relied upon for advice on the tax consequences of a specific item or transaction, unless we expressly state in writing that we can advise you on a particular issue. Therefore, we generally refrain from offering such advise and instead retain the services of a qualified tax advisor to give such specialist advice.

8.2 Limited investment advice. This firm is not regulated under the Financial Services Act, but we may be able in certain circumstances to offer a limited range of investment services to clients by virtue of being members of The Law Society. Please contact us to discuss your transaction/case and whether it adheres to these circumstances and limitations. If your situation exceeds our allowed scope of advisory services, we can refer you to multiple fully-qualified, professional investment advisors.

9. Money laundering
9.1 Obligation to check information. Under the Money Laundering Regulations we are obliged by law to obtain from you evidence of your identity, your home address and other information relating to your personal or business activities. We would ask for your cooperation in this. We will not be able to act on your behalf if you do not give us the information necessary to enable us to comply with our obligations as required. To be clear, if we become aware of any intentional misrepresenation of fact or detail pertaining to your identity, transaction/case, etc., we shall immediately cease or withhold all work, efforts, services or advice to you or on your behalf and inform the appropriate authority of the misrepresenation or attempt to deceive.

9.2 Obligation to report suspicions. We are obliged to report any suspicions we have relating to the handling of the proceeds of any crime to the police or similar authority. This obligation overrides our duty of confidentiality to our clients and, because of other provisions of the criminal law, we may not be permitted to disclose to you the fact that we have made a report to the police.

10. E-mail and fax
10.1 Communication methods. Unless you instruct us not to do so, we may communicate with you by e-mail and also send faxes to you on any fax number that has been provided to us by you or any public search results.

11. Files and documents
11.1 File storage arrangements. Once a matter is completed, we normally store our files, copies and documents relating to it for a reasonable period (currently, a minimum of six [6] years). Unless otherwise agreed in writing, we reserve the right to destroy these at the end of that period without further notification to you. If we retrieve a file from storage at your request, we will charge you the amount charged to us by the storage company. We may make a charge for the time spent at your request in retrieving or delivering papers or documents, or for reading correspondence or carrying out other work necessary to comply with your instructions in relation to the file. We are entitled to request payment on account as above.

11.2 Handling documents. We do not agree to store original documents once a matter is completed. We will seek to make arrangements with you for their collection or delivery. But if we are unable to obtain your instructions within a reasonable period, we may send them to you by normal post at your last known address. We accept no responsibility for loss of or damage to any such documents while in transit to you or thereafter.

11.3 Closing files. We may stop work on your case, close our file and store it if we regard the work as substantially completed and we are unable, after reasonable efforts, to obtain the necessary instructions or information from you to enable us to take further action.

11.4 Copying charges. You are entitled to request your file but, in that case, we need to keep a copy for insurance purposes so, if you request your file or a copy of your file, we are entitled to be paid the cost we reasonably incur in having a copy made by a copying bureau, and we are entitled to receive payment of the reasonable estimated cost before providing you with the copies or the original file.

12. Data Protection Act
12.1 Confidentiality. We will not, except with your consent or as required by law, disclose to any third party any personal data which we obtain from you for the purposes of or in performing services which we provide to you.

12.2 Marketing. Your name and contact details (and only these details) will be placed on our marketing database, which we use for the purpose of sending out mailings by post and by email which you have requested, or which we believe may be of interest to you. If you have any objection to your details being held on our marketing database you can request us to remove your details from that database, which we will do within a reasonable time, but not exceeding 4 weeks.

13. Standard of service and complaints procedure
13.1 Complaints procedure. We hope that you will be entirely satisfied with the way we carry out your instructions. However, if you have any complaints or concerns, you are entitled to complain to us, and we have established a procedure for handling complaints (including those relating to the standard of professional services we provide). A copy of our complaints handling procedure is available on request.

13.2 Who to complain to. If you are dissatisfied with any aspect of the service we provide, please refer your complaint initially to Mr. Boonchoo Yensabai. We are regulated by The Law Society of Thailand, which also provides a complaints and redress scheme if for any reason we are unable to resolve the problem between us.

14. Our liability to you
14.1 Claims against firm only. You agree that any claim of any kind arising out of or in connection with this engagement will be brought only against the firm of Boonchoo Counselor Limited and that no claims in respect of our engagement will be brought against any of our partners, employees or consultants personally . This provision will not limit or exclude our liabilities as a partnership for the acts or omissions of our partners, employees and consultants.

14.2 No responsibility for third party advice. If we engage other professionals (such as surveyors, accountants or other legal experts) on your behalf, we do so as your agent and accept no responsibility for their advice, acts or omissions.

14.3 Limitation on exclusions. The exclusions and limitations in this Section 14 will not operate to exclude or limit any liability for fraud or any liability which cannot lawfully be excluded or limited.

15. Force majeure
15.1 Problems beyond our control. We will not be liable to you if we are unable to provide our services as a result of any cause beyond our reasonable control.

16. Third party rights
16.1 Limitation of third parties’ rights. None of these terms (other than paragraph 14.1) is intended to be enforceable by a third party. Accordingly no third party (other than a partner, employee or consultant wishing to rely on paragraph 14.1) shall have any right to enforce or rely on any of these terms.

17. Termination
17.1 Termination by you. You may terminate your instructions to us by giving notice in writing at any time. Please note, however, that we will be entitled to retain your file, copies and documents while there is money owing to us for our fees, disbursements, expenses, value added tax or withholding tax.

17.2 Termination by us. We may decide to stop acting for you only with good reasons, which would include: if you do not pay an interim bill, or if you do not comply with a proper request to pay us a reasonable sum on account of our fees and expenses, or if you fail to give us clear instructions, or if you give us instructions which conflict with our rules of professional conduct, or if the relationship of client and solicitor has broken down. We will notify you in writing of any such decision.

17.3 Fees for work until termination. If we cease to act for you, you will pay our fees, disbursements and expenses on the agreed basis (including those already or to be earned, but not yet billed) up to the time we stop acting for you.

18. Discrimination
18.1 Avoiding discrimination. We do not condone any form of discrimination. In broad terms, discrimination on grounds of race, sex (including marital status, pregnancy, maternity, paternity and gender reassignment), disability, sexual orientation (including civil partnership), religious beliefs and age are unlawful. If you require us to act in a way which would be discriminatory, or if you act in a way which is discriminatory in the course of the transaction, we reserve the right to cease to act on your behalf.

19. Governing Law
19.1 Kingdom of Thailand Law and Courts. These terms are governed by Thai Law and both you and we agree to submit to the exclusive jurisdiction of the Thai Courts seated in Bangkok.

20. Our responsibilities and your responsibilities in relation to property purchases and sales.
20.1 What we must do. We will handle all dealings with the sellers’ solicitors. We will carry out the legal investigations and searches, which should be carried out in connection with your property purchase. If we are also acting for your lenders, we will act in accordance with their instructions to us.

20.2 What you must do. You will be responsible for all dealings with the sellers and the sellers’ agents, obtaining your mortgage, complying with any mortgage conditions and complying with any action required from you so that we can request the mortgage advance. Unless provided to us as a written request to state otherwise to which we must have accepted in writing, you will be responsible for negotiating the purchase terms, and any subsequent negotiations, including the details of contents to be included in the sale.

20.3 Authority to submit SDLT return. It is a term of most mortgage instructions that you must authorize us to act as your agent to submit the Stamp Duty Land Tax return to Revenue & Customs. This return is a report by you on the transaction and is relevant to any stamp duty land tax (‘SDLT’) you may have to pay. By instructing us in your purchase, you authorize us to submit the return on your behalf after completion.

20.4 What we must do. We will handle all dealings with the buyers’ solicitors. If appropriate, we will obtain a redemption figure from your lenders and remit that money to them at completion.

20.5 What you must do. You will be responsible for all dealings with the buyers and the buyers’ agents. Unless provided to us as a written request to state otherwise to which we must have accepted in writing, you will be responsible for negotiating the sale terms, and any subsequent negotiations including the details of contents to be included in the sale. You will answer the enquiries raised by the buyers’ solicitors (with our advice on legal issues) and you must provide any relevant documentation which is required from your own possession or third parties (such as managing agents, your landlords, management company, or a local government authority).

Other Matters
21. If you have questions on these terms or believe your transaction/case may fall outside the scope outlined by the terms above, we invite you to submit your question or position to us by email and we will provide clarification for you.