Terms of engagament


Version 2024.05.16

This Terms of Engagement (TOE) shall apply for legal services carried out by Raj, Ong & Yudistra (”us” or “our firm” or ”the firm” or “we”) for you (“Client” or “you”). Where bespoke terms of engagement (BTOE) are agreed to in writing, such BTOE shall (either generally or in relation to a particular matter) be applicable in conjunction with this TOE save where there is a conflict or inconsistency, in which case the terms set out in the BTOE shall apply. You accept and agree to these TOE by instructing or continuing to instruct us. We shall inform in writing of any changes in the TOE.

1     Formal and Other Requirements

1.1     The firm’s engagement is subject to conflict clearance and due registration with the firm’s pursuant to regulations issued by the authorities and/or anti-money laundering regulations and legislation.

1.2     You declare and warrant to the firm that the fee paid has not been paid from any proceeds of unlawful activities within the meaning of Anti-Money Laundering and Anti-Financing of Terrorism Act 2001 in that the fee is not wholly or partly:

a)     derived or obtained, directly or indirectly, by any person from any unlawful activity;

b)     derived or obtained from a disposal or other dealings with the property referred to in subparagraph (a);

c)     acquired using the property derived or obtained by any person through any disposal or other dealings referred to in subparagraph (a) or (b) above; or

d)     which, wholly or partly, due to any circumstances such as its nature, value, location, or place of discovery, or to the time, manner or place of its acquisition, or the person from whom it was acquired, or its proximity to other property referred to in (a), (b) or (c) above, can be reasonably believed to be property falling within the scope of (a), (b) or (c) above.

1.3     By engaging our services, you confirm that you are not involved in or plan to be involved in any activity which would constitute an offence or breach of the Anti-Money Laundering and Anti-Terrorism Financing Act 2001 (“AMLATFA”). You also confirm that the matters that you seek our legal advice or services on does not involve any suspicious activity or transaction that would constitute an offence or breach of AMLATFA. As such, you shall indemnify us fully and keep us indemnified from any potential liability arising out of any breach or offence of PDPA or AMLATFA due to any omission on you part to inform us of the same.

2     Consent and Authority

2.1     By engaging us, you agree that we have the authority to act in all matters necessary or incidental to the engagement. This includes authority to incur all expenses we consider lawfully necessary for the proper conduct of the engagement. The firm will charge for any expenses reasonably incurred in this regard. The firm will use reasonable endeavours to keep the expenses low.

2.2     If you have engaged us for litigation matters, you agree that we have the authority to decide on all litigation matters. This includes authority to decide on all matters pertaining to the law and the presentation of the case in court. You and/or any of your external consultants may provide input on these matters, but the final say shall be ours. This applies to all court papers signed off by us. For example, pleadings and submissions. As for matters pertaining to the facts, you have the final say. This applies to all court papers signed off by you. For example, your affidavits and witness statements.

3     Data Protection

3.1     The firm may obtain personal data from you for the following purposes:

a)     to enable us to provide you with legal services and for administrative purposes; and

b)     to comply with anti-money laundering policies and/or other regulations.

3.2     Should you or any individual wish to limit the firm’s processing of Data (as defined below) in relation to any matter not connected with the purposes of our engagement, you or the affected individual may contact the firm’s Data Protection Officer to make the applicable request.

3.3     You acknowledge and agree that we collect, process, and store materials, data, information, and content relating to you and/or your business or its principals, affiliates, shareholders, directors, officers, employees and agents (“Data”) and that such Data may be transferred, disclosed, stored, processed and maintained by us electronically on servers, or in hard copy or original format, in a number of different jurisdictions, including, and outside of, Malaysia. In this regard, you explicitly consent to the transfer of all materials, Data, information, and content relating to your business including (where relevant) with respect of any of its principals, affiliates, shareholders, directors, officers, employees, and agents into and out of any such jurisdictions.

3.4     The firm is committed to ensuring that Data is stored securely. To the extent that the applicable law allows, you have the right to request for access to, request for a copy of, request to update or correct, Data held by us.

3.5     Where any matter in which the firm has been involved with is of public record or knowledge, you agree that upon completion of the work or any stage of work, the firm may, for purposes of publicity, disclose to third parties, information relating to the matter, including the fact that we have acted in the matter, the parties involved, the general nature of the matter, etc.

4     Fees and Disbursements

4.1     Professional fees for the engagement of the firm shall be paid within thirty (30) days of invoices issued unless otherwise required by us. Any work beyond scope will be quoted and billed in accordance with any given quote, except for property conveyancing matters or such other matters that are subject to statutory requirements which will be determined in accordance with applicable laws and regulations.

4.2     Unless stated otherwise, all sums are exclusive of any applicable tax on the professional charges AND disbursements / expenses which may be incurred by us and would therefore be payable by you separately.

4.3     We are committed to working with you to ensure that the arrangement and deals are a success and understand that in all commercial arrangements, there are ups and downs.  However, please note that any quote is valid as long as the progression of the matter does not stray too far from the arrangement as laid out in the original instructions and will include minor amendments. However, additional charges will be applicable where there is significant departures from the original instructions, for example, where there is a major redrafting of the contracts after the initial draft is completed.

4.4     Professional fees for the engagement of the firm shall be paid within thirty (30) days of invoices issued unless otherwise required by us.  Fees are exclusive of items of expense such as filing or registration fees, printing, photocopying, facsimile, courier, postage, travelling or similar expenses which are charged at reimbursable rates. The present rates for printing and photocopying are MYR 1.00 per black and white page, and MYR 1.50 per colour page.

4.5     Where any member of the firm is required to travel by air in relation to the matter such travel shall be on business class for Partners and economy class for others. Where surface travel is required, the most efficient mode of travel will be adopted and where such mode of travel is by private vehicle, mileage shall be reimbursable at the rate of MYR 1.50 per km within Malaysia.

4.6     Accounts Security for fees, expenses and disbursements: The Client may be required to pay a deposit towards an account of professional fees, expenses and disbursements which may be drawn upon as and when required by the firm and/or may be retained to off-set the final invoice issued.

5     Emails

5.1     When using electronic modes of communication, the firm takes reasonable precautions to preserve confidentiality. However, the firm cannot guarantee confidentiality or non-interference with electronic transmissions, and you accept that the firm cannot be held liable for any breaches of confidentiality or interference in transmission which may occur as a result of electronic communications with the firm and/or any third party.

5.2     You also accept the inherent risks associated with electronic communications (including that messages may not be encrypted, and may not be secure). The firm will assume that any email address which you provide or which you use to communicate with the firm is regarded by you as suitable for all email communications unless you inform us otherwise in writing. If you prefer not to use electronic communications on any particular matter, please let us in writing. All parties agree to take reasonable steps to ensure that email transmissions (and any attachments) are free of computer viruses. The firm is not responsible for any loss or damage caused to you, any third party or their property directly or indirectly as a result of electronic communication with us.

6     Retention of Client’s Documents

6.1     The Client may leave papers, documents, etc to which the Client is entitled to with the firm after a matter is completed. However, the Client agrees that these may be destroyed 6 years after a matter is completed without further notice to the Client.

7     Qualification

7.1     You acknowledge and agree that nothing in this TOE (or BTOE), or document or communication relating to the engagement, and nothing in statements made by the firm will be construed as a promise or guarantee about the outcome of a particular matter or recovery of any sums payable to you. You also accept that the firm is not able to make any such promises or guarantees and that comments by the firm regarding the potential outcome of any matter are expressions of opinion only.

7.2     The firm advises on matters pertaining to Malaysian law. The views, advice and communication will be solely for Client’s benefit and use unless otherwise agreed in writing. They shall not be shown and/or given to any other person without our prior written approval. In any event, the firm does not accept liability to any other person to whom its views, advice and/or communication may be shown or into whose hands it may come.

7.3   ​In relation to our services, we exclude all liability for (i) any indirect, incidental or consequential loss or damage, (ii) loss of profit, goodwill, business opportunity or anticipated savings or benefits, and (iii) loss or corruption of data.

​7.4     Our total liability for all claims relating to the services or the agreement is limited to the amount of fees payable for the portion of the services giving rise to the claim.

​7.5     You agree that any liability in connection with the services would be our liability only. You agree not to bring any claim (including in negligence) against any of our members, partners, directors, employees or agents.

7.6     Where there is more than one addressee of the engagement letter, the limit on liability in clause 7.4 must be divided and allocated equally to each addressee or alternatively it may be divided and allocated between the addressees at your discretion provided you notify us of the allocation. If the limit is not allocated, you agree not to dispute the limit on our liability in clause 7.4.

7.7     In no event shall the firm be liable for any loss, damage, cost, or expense arising in any way from fraudulent acts, misrepresentation, negligence or wilful default on the Client’s part or its directors, employees, agents or advisers.

8     Discovery and disclosure obligations (litigation)

8.1     We hereby outline the obligations you would have during litigation to preserve and disclose relevant documents. The obligations to disclose documents to your opponents is known as “discovery”.

8.2     The discovery process requires each party to disclose to the other the existence of all documents which are relevant to the issues in the litigation, and which are or have been in their possession, custody, or power. Documents are in your possession, custody, or power if they are in the physical possession of you or your agent in Malaysia or anywhere else in the world; whether or not you actually own the documents.

8.3     You should also advise us about the documents which used to be in your possession, custody, or power but which you no longer have. The documents are disclosed by an exchange of list of documents, following which the parties must make available to each other for inspection all documents in the list which privilege (see paragraphs below) is not claimed. There is an obligation on both parties to provide copies of documents disclosed if these are requested by the opposing party.

8.4     In cases where a large number of documents are involved, discovery is likely to be a lengthy exercise involving a significant amount of your time. It is, nonetheless, essential that it is carried out conscientiously since it can determine the success or failure of your case. We, as your solicitors, are under a duty to the court to ensure that discovery is completed properly. We are often in a position to give firm advice on the likely result of the litigation only after discovery has taken place, and in many cases, it is possible to negotiate a settlement shortly after discovery.

8.5     Discovery imposes strict obligations on you. Documents which must be considered for disclosure include photographs, plans, drawings, video and sound recordings, microfilm records, e-mails and computer databases. All documents that relate to matters in question in the action (i.e. those issues raised in the pleadings) must be disclosed. These will include documents which may assist one or other of the parties, however slightly, to advance its case or damage its opponent’s case in relation to any issue, or which may lead to a chain of enquiry which may (indirectly) have that result. Therefore, you must disclose documents even if they are harmful to your case or are confidential. Original files should not be disturbed or rearranged.

8.6     There is a duty to search for all relevant documents and care should be taken to ensure that all documents possibly relevant to the proceedings are identified at the earliest opportunity. No documents at all (in particular documents that you may regard as damaging to your case) should be destroyed, defaced, or altered in any way. You should refer any question with regard to documents to us before you take any action.

8.7     The other party may be denied access to certain relevant documents on the grounds of “privilege”. For present purpose, it is sufficient to say that privilege will apply to those documents which comprise communications with lawyers, and/or documents coming into existence for the purpose of giving or getting advice, and/or those documents coming into existence for the sole or dominant purpose of getting legal advice or evidence for use in litigation. Privilege can be lost if you show your documents to other persons. Please therefore check with us before doing so.

8.8     Please ensure that all appropriate employees and staff are aware of the need to preserve all relevant documents whether or not those documents are privileged.

8.9     The obligation to disclose relevant documents to the opposition continues after the list of documents has been served. Sometimes relevant documents do come into existence, or are found, after the list is served and these will have to be disclosed in a supplementary list or in a letter. It is important, to ensure that further relevant (and possibly harmful) documents are not created which will have to be disclosed to the other side. In the circumstances, if you wish to put anything in writing regarding the case (except in letters written to us or in documents prepared at our request). Please consult us first.

8.10   Failure to give proper discovery can also amount to contempt of court and may lead to serious consequences, including dismissal of your claim or entry of judgment against you.

8.11   When the discovery procedure starts, you should examine your files carefully and provide us with all potentially relevant materials. It may assist you in carrying out this work if we were to visit your offices so that we have a better understanding of your filings system and documents retention policy. In this way, the risk of relevant documents coming to light at a later stage (and perhaps embarrassing you) will be reduced.

8.12   Once we have been able to consider the documents you provide, we shall return to you those we do not consider relevant, together with a copy of any relevant documents that we retain for use in the litigation process.

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