Bangladesh Terms and Conditions

A – Standard Terms and Conditions

1. Contracting Parties

The counterparty of DFDL and DFDL Bangladesh (together, “DFDL”, the “Firm”, “we” or “us”) for this engagement will be the person or entity signing and submitting the attached Acceptance Form or such other form of acceptance of services under a fee proposal (“Client” or “you”) acceptable to DFDL, subject to any variation in writing by mutual agreement. Unless expressly agreed in writing, we will not represent any related or affiliated person, company, or entity or any of the Client’s officers, directors, agents or employees. We will only take instructions from the Client or the person(s) authorized by the Client to give instructions on its behalf.

2. “Know your Client” (KYC) Requirements

In order to meet the minimum requirements for compliance, you may be required to provide evidence or information related to the parties and persons involved such as a copy of company affidavit, list of shareholders, articles of association (or a company’s by-laws), memorandum of associations, certificate of incorporation, or certificate of incumbency to validate the list of shareholders and directors or equivalent, passport copies of your representatives and proof of address, as the case may be. You may also be required to complete a summary questionnaire of information and attestation as to source of funds and investment, beneficial ownership or counterparts related to the engagement in addition to a structure chart of your organization and proposed transaction.

3. Conflict of Interest

We will conduct a conflict check in order to avoid representing any party with a conflict of interest. Before we accept instructions to act on any matter, the Client shall identify for us, as the case may be, names of opposition parties to the transaction, the Client’s direct competitors, all persons and entities that are or may be involved in the matter, including all affiliated persons and entities, such as parent corporations, subsidiaries, officers, directors and principals and other involved or potentially involved parties. If this information is not provided to us and if a conflict of interest is subsequently discovered, we reserve the right to terminate this Fee Proposal and cease acting for the Client.

4. Confidentiality

We will treat as confidential all confidential proprietary information obtained from the Client and will not disclose such information to others or use the information except in connection with the performance of the services hereunder or as required by law. In all aspects, the Firm and its staff maintain strict standards of confidentiality regarding information obtained during the course of our engagement. Unless you advise us in writing to the contrary, we reserve the right to mention this matter in any general publicity material.

5. E-mail Correspondence

Due to the insecure nature of communication by e-mail and the Internet, we will only communicate with you by e-mail and Internet if so authorized to do so. By signing the attached Acceptance Form, the Client authorizes DFDL to communicate by e-mail and agrees that we will not be responsible for the insecure nature of the Internet and any loss or damage that may result from communicating via the Internet, including any damage that may occur to any computer systems, or data stored on those systems, resulting from viruses or other problems introduced via e-mail or the Internet or any delays associated with the transmission of information via email or the Internet.

6. Validity of Signatures

Unless we are instructed and compensated to do so by the Client to witness signature of documents, we will rely on the Client and other persons mandated by the Client to ensure that documents submitted to us are effectively signed by the actual signatories to such documents with adequate authority and assume such due signature and authority.

7. Client Records

DFDL will maintain an electronic client file and in such file, we may place correspondence, transaction documents and other items reasonably necessary to the engagement (Client File). The Client File shall be and remain your property once all fees and expenses have been settled. During our engagement we may prepare work product, notes and drafts of documents (Work Product). The Client agrees that the Work Product shall be and remain DFDL property. In addition, electronic documents such as e-mails and documents prepared on our word processing system, but which have not been printed in hard copy, shall be and remain our property and shall not be considered part of the Client File. You agree that we may enact and implement reasonable retention policies for such hard copy and electronic documents, and we have discretion to delete such documents, whether they are Client File or Work Product.

8. Monthly and Annual Services

Where applicable, monthly, and annual services will be performed and billed automatically on a recurring monthly/annual basis unless otherwise specified to the Client in writing. DFDL reserves the right to cancel these services in the case of non-payment of fees and reserves the right to increase these monthly/annual fees.

9. Tax Compliance and Tax Audit Services

Under local law, there may be instances where specific licensing requirements may cause the requirement for a dedicated and separate entity to provide tax compliance and tax audit services.

10. Safekeeping of Original Documents

As part of our services, we will provide for the safekeeping of original documents free of charge for up to one year from the date that we take custody of them (usually upon conclusion of a matter to which those documents relate). If the Client does not request the release of the original documents within that first year of providing the service, an annual fee of USD 400 excluding VAT will apply and which we expect to invoice as soon as possible into the second year of safekeeping (and annually thereafter so long as we continue such safekeeping services in respect of those documents). An annual fee invoice shall be payable by the Client in accordance with these Standard Terms & Conditions.

11. Anti-Money Laundering and Terrorism Financing

Under applicable laws on anti-money laundering and combating the financing of terrorism, as the case may be, DFDL may be deemed to be a ‘reporting person’, as a result of which we may be obliged to conduct further enquiries as to your existence and operations as well as the purpose of the transactions for which our assistance is sought. In order to meet the minimum requirements for compliance, you may be required to provide a copy of your company affidavit, list of shareholders, articles of association (or a company’s by-laws), memorandum of associations, certificate of incorporation, or certificate of incumbency or equivalent or passport copies, as the case may be. You may also be required to complete a summary questionnaire of information and attestation as to source of funds, beneficial ownership and counterparts related to the engagement (where applicable).

We reserve the right to cease acting for you at any time should we, in our sole discretion, determine there to be any suspicious activity concerning you or any affiliated person, company or entity or any officer, director, agent or employee or any transaction arising from this engagement and, in such circumstances, we may be obliged to file a suspicious activity report with the relevant authorities. DFDL shall not be liable to any party for any loss or damage howsoever caused by reason of our compliance with such obligations which we undertake to observe in good faith.

12. Anti-Corruption Policy

Under applicable laws on corruption offense, our engagement on this matter and the services we provide to you as part of this engagement will be subject to our ongoing review and consideration of the implementation of applicable provisions by the relevant authorities. It is your responsibility to seek further advice so as to identify whether payments would be characterized as unlawful under the laws applicable to your jurisdiction and whether the internal policies and rules of your organization authorize payments in/to Thailand. We can assist and advise you from a local law perspective and will provide you with an estimate of our fees in this regard if requested.

13. Standard Hourly Rates

Our professional fees are based on the time our professionals work on the matter(s) for which we have been retained. Where we offer an estimate for services based on hourly rates, such an estimate, while made on a good faith basis, may not adequately reflect the amount of work ultimately undertaken by us in order to perform and complete the work competently. We always endeavor to keep the time spent on any matter to a minimum, our objective being to provide the best possible service at the lowest price. Therefore, we would use reasonable efforts to minimize our fees in connection with our assignment. However, please keep in mind that many factors which influence the fees and costs associated with our assignment will be out of our control.

These include:

  1. the efficiency with which you provide direction to us, review documents that we prepare and respond to our inquiries;
  2. the degree/outcome of negotiations and any corresponding need on our part to revise documents or structures;
  3. the presentation of new or unusual issues that require original research or drafting; and
  4. changing market and regulatory conditions that influence the needs of the entities involved in the structure or the demands made by potential investors or the other parties involved.

Thus, our fees may exceed our estimates or the time we would have otherwise spent on a matter had these detrimental factors not influenced our mission. When possible, and if time allows, but without prejudice to the amount of professional fees to be invoiced, we will aim to advise you of any possible excess above our initial estimates of our professional fees. Hourly rates for each of our professionals depend on their expertise and experience.

Our current standard hourly rates for Bangladesh as of 1st January 2024 are as follows:

Legal ProfessionalHourly Rates in USD
PartnersUSD 600 per hour
Senior LawyersUSD 425 – 500 per hour
LawyersUSD 325 – 400 per hour
Junior LawyersUSD 225 – 300 per hour
TranslatorUSD 0.35 per word

14. Fixed Fees

We also provide services on a fixed fee basis for many projects, as set out in our Fee Proposal or as agreed with the Client. All fixed fees must be paid in full in advance, unless otherwise agreed in writing. Please note that any work, or additional work, which is not covered by the scope of work as agreed, will be billed in accordance with our standard hourly rates stated above. For fixed fees that have not been billed in advance, we reserve the right to invoice the Client for our time costs incurred on a monthly basis, unless otherwise agreed in writing with the Client.

15. Advance Deposit

All clients of the firm are required to pay and maintain a deposit in our bank account during the term of our engagement. Please refer to our fee proposal for the amount of the Advance Deposit we require for this matter.

16. Outstanding Accounts

The Fee Proposal is conditioned upon the non-existence of any outstanding fees, disbursements, reimbursable expenses or any other monies (“Outstanding Accounts”), which may be due from you to us. If an Outstanding Account is subsequently discovered, we reserve the right to revoke the Fee Proposal and cease acting for the Client unless the Client satisfactorily settles such Outstanding Account.

17. Obligations to Pay Fees and Application of Advance Deposit

The legal obligation to pay our fees arises as and when we do the work and is based on our incurred time subject to the application of our standard hourly rates or our incurred expenses, if not specifically agreed otherwise; and unless otherwise expressly instructed by you, we reserve the right to apply the Advance Deposit paid to us in respect of a matter to settle incurred or outstanding fees and expenses relating to any one or more of your matters.

18. Application of Trust Funds

Unless otherwise expressly instructed, we reserve the right to apply trust funds paid to us in respect of a matter to settle outstanding fees and expenses relating to any one or more other matters of the same client.

19. General Biling and Payment Terms

Please note the following specific terms regarding payment of our invoices:

  1. The Advance Deposit or any deposit will not be credited against our professional fees until the final invoice is issued in respect of the Client’s particular matter, however the Advance Deposit or any deposit may be credited against disbursements for government fees and other processing costs and fees prior to the issuance of a final invoice, for which no official receipts may be available. Subject to completion of our engagement and settlement of any Outstanding Accounts, unbilled portions of the Advance Deposit or any deposit will be immediately returned to the Client upon request or on termination of our representation.
  2. The above fees do not include any third-party costs or disbursements, including any payments that we are required or requested by the Client to make on the Client’s behalf to third parties (such as government agencies, other counsel, consultants, or similar). The Client must provide us with full funds to cover any such payments in advance. We shall not be responsible for making these payments unless we have received the necessary funds and shall not be liable for any delays (or their impact on the matters we are handling for the Client) if we have not been provided with sufficient funds in advance. Any other third-party costs and disbursements—such as official fees, photocopying, international telecommunications, travel expenses, and bank fees for the receipt, deposit, or transfer of funds—will be billed to the Client in addition to our professional fees. The cost of printing and photocopying will be charged at USD 0.20 per black-and-white page and USD 1.00 per color page.
  3. Any applicable taxes, including VAT, will be added to our invoices, and the Client will be responsible for paying these taxes. Any withholding taxes levied by the Client’s home jurisdiction are the responsibility of the Client and must not be deducted from the invoiced amount.
  4. Unless otherwise agreed with the Client, invoices will be issued monthly based on the time costs incurred.
  5. We require payment of all invoices within 15 days from their date of issue. Interest of 15% annually will be levied for any invoice 45 days overdue, calculated from the first invoice date. We reserve the right to suspend the provision of services in the event our payment terms are not met.
  6. We review our hourly and fixed fee rates on a periodic basis, normally annually (effective 1st January of each calendar year) and reserve the right to increase these fees.

20. Adverse Claim

You agree to indemnify DFDL, and its associated firms, partners, officers, directors, employees, contractors and agents (“Firm”), in respect of any adverse claims, actions, damages or liabilities arising from or in connection with our representation of you (“Adverse Claims”) to which the Firm may be exposed (including expenses which the Firm may incur in investigating, preparing for or defending such Adverse Claims), except those which have been judicially determined with finality to have resulted from professional malpractice, gross negligence or willful misconduct on the Firm’s part.

21. Limitation of Liability

To the extent permitted by law, the aggregate liability of the Firm for any losses, claims, damages, liabilities or expenses arising from this engagement (excluding such losses, claims, damages, liabilities or expenses arising from the professional malpractice, gross negligence or willful misconduct of the Firm) shall be limited to the amount of fees incurred by you in connection with all matters arising from this engagement. The Firm shall not be liable for any claim unless proceedings in respect of such claim have been issued and served on the Firm on or before the date which falls 24 months from the date of this Fee Proposal.

22. No Responsibility to Update

In undertaking any work in relation to this engagement, we will not take into account any matter coming to our attention after the delivery or our work product and do not accept any obligation to update our work product to take account of any facts, matters, events or circumstances (including any changes in law or regulatory procedure) coming to our attention after the delivery of such work product unless we agree otherwise.

23. Entire Agreement

These Standard Terms & Conditions, the Fee Proposal and the attached Acceptance Form make up the entire agreement between us and supersede any other prior and contemporaneous written and oral agreements between us. This agreement may only be modified by a subsequent written agreement between us.

24. Severability

If any provision or portion of this agreement is wholly or partially unenforceable, the remainder of that provision shall remain in effect.

25. Governing Law and Jurisdiction

This agreement shall be governed by the laws of Bangladesh.

26. Validity

This fee proposal or the email to which this document is attached is valid for a period of 45 days from the date hereof and will automatically expire after the 45th day.

27. Information Needed for Billing Purposes

The Client must provide us with the following information in the Acceptance Form prior to commencement of work:

  1. Identity of client, its parent corporation(s), subsidiaries, officers, directors, and principals, and other affiliated, involved or potentially involved persons or entities;
  2. Billing address of client (including fax and telephone numbers);
  3. Person who should receive our invoices; and
  4. Person authorized to give instructions on client’s behalf.

B – Privacy Notice

1. Overview

At DFDL, we value your privacy and are committed to safeguarding the personal information that you have entrusted us with. Furthermore, we embrace transparency as a means of fostering trust and confidence with you. It is of paramount importance for us to enlighten you on our practices with regard to data privacy by providing meaningful and effective information.

This Privacy Notice applies to our website and our management of personal information obtained in the course of provision of services for you.

This Privacy Notice (the “Notice”) describes DFDL’s approach to privacy as a data controller, i.e. the organization which determines the purposes and means of processing personal data. The Notice further details ‘how’ and ‘why’ we may handle personal data, how we protect this data and your rights with regard to your personal data. Please read this Notice carefully and feel free to contact us should you have any further questions at dataprotection@dfdl.com.

In this Notice, personal data means any data relating to a person which enables the identification (whether directly or indirectly) of such a person, excluding a deceased person in particular.

This Notice outlines:

  1. What personal data DFDL may collect;
  2. How DFDL may collect your personal data;
  3. How and why DFDL may use your personal data;
  4. How DFDL may share your personal data;
  5. How DFDL protects your personal data;
  6. Your rights with regard to your personal data; andContact details and further information.

2. Reference

Any reference in this Notice to “we”, “us” or “our” refers to DFDL law firm. Please note that it does not refer to DFDL’s collaborating firms, which have their own privacy policies.

Also, references to “you” or “your” are references to visitors to our website, contact persons for our clients and/or prospective clients, attendees to our conferences and webinars and contact persons for suppliers of good and services whose personal data are processed by DFDL.

You hereby consent to the collection, use, processing, disclosure and transfer by DFDL of your personal data as described in this Notice, where the applicable law requires.

4. What personal data DFDL may collect

We may collect the following categories of personal data:

  1. Basic data: Name, gender, title, organization, job responsibilities, phone number, mailing address, email address, and contact details. Registration data: newsletter request/subscriptions, event/seminar registrations, downloads
  2. Client service data: personal data received from clients in respect of their employees, customers or other individuals known to clients, invoicing details and payment history and client feedback;
  3. Marketing data: data about individual participation in conferences and in-persons seminars, credentials associations, product interests and preferences;
  4. Compliance data: government identifiers, passports or other identification documents, beneficial ownership data and due diligence data;
  5. Job applicant data: Data provided by job applicants or others on our websites or offline means in connection with employment opportunities, which also may be subject to an additional relevant local recruitment privacy policy; and
  6. We may also collect, store, and use information about special requirements for your attendance at any event, including dietary or accessibility requirements

5. How DFDL may collect your personal data

We are dedicated to processing personal data in a fair and transparent manner. As such, we will do our utmost to collect your personal information only in a way that you would reasonably expect.

5.1 Direct collection of your personal data

Your personal information may be collected from you when you voluntarily submit it to us or interact with us directly, and/or as part of our contractual relationship.

5.2 Indirect collection of your personal data

Personal information might also be collected from publicly available sources, e.g. your company’s website, and/or from third parties. In this case, we will obtain your permission at the time or prior to collection of your personal data if you have not authorized such a third party to provide us with your information.

6. Why and how DFDL may use your personal data

As part of a fair and equitable process, we will use our best efforts to assess at all times the impact that the use of your personal information may have on you and your rights. Hence, we will not process your data if it may result in unjustified adverse effects on you.

To collect and use your personal information, we will rely on the following legal bases only:

  1. Where it is needed for the performance of a contract with you;
  2. Where it is related to a legal or regulatory obligation;
  3. Where you have expressly consented to it; and
  4. Where your data privacy is not threatened by use of your personal information which appears necessary in our legitimate interests.

6.2 Purposes for which we process your personal data

As a result, the personal information you provide us will thus only be used for the following specific purposes:

  1. To provide legal and tax services upon request,
  2. To share legal and tax updates with you or your company,
  3. To keep you or your company updated on any event that we organize or services we offer,
  4. To invite you to and manage your attendance at any event that we may organize,
  5. To manage payments in relation to our mandate with you or your company or in regard to attendance of any event that we organize,
  6. To keep our website information up-to-date and improve its functionality for the benefit of its users,
  7. To request provision of a service from you or your organization as needed and manage payments for such service(s) (e.g. maintenance of premises, audits),
  8. For general record-keeping and client management in connection with our services provided to you,
  9. To comply with legal or regulatory obligations to which we are subject (e.g. tax compliance, reporting requirements); and
  10. For any additional purposes that we advise you of and for which we have a legal basis, which may for instance be your consent when so required by law.

6.3 Failure to provide your personal data

Please note that if you fail to provide certain personal information when required, we may not be able to perform our obligations resulting from a contract entered into with you or fully comply with our legal obligations, which might be detrimental to you.

6.4 Period of retention of your personal data

Your personal information will only be retained for as long as is reasonably necessary to fulfill any of the purposes set out above in accordance with applicable laws.

7. How and why DFDL may share your personal data

7.1 Disclosure of your personal data

We may need to share your personal information with any member of DFDL’s network, namely our offices and DFDL’s associated law firms including the HR team, accounting team and IT staff.

Your personal information may also be disclosed in certain circumstances to third parties, insofar as reasonably necessary for the purposes set out in Section 3 or as follows:

  1. As permitted or required by applicable law or regulatory requirements. In such a case, we will use our best efforts not to disclose more personal information than is required under the circumstances;
  2. To comply with valid legal processes such as search warrants, subpoenas, or court orders;
  3. To protect the rights and property of DFDL;
  4. During emergency situations or where necessary to protect the safety of a person or group of persons;
  5. Where your personal information is publicly available; or
  6. With your consent where such consent is required by law.

Third parties may include third party service providers that process data on our behalf (e.g. IT, accounting and security services), and government authorities, courts and any other legal or regulatory body. Third-party service providers are permitted to process your personal data for specified purposes and in accordance with our instructions only.

Some of these data recipients may be located overseas. Where personal data is to be transferred outside of your country, we ensure that such transfer is made in accordance with the requirements prescribed under the applicable data protection law.

8. How DFDL protects your personal data

8.1 Measures undertaken

We have measures in place to protect your personal data against loss, unauthorized or illegal access, use, modification, amendment, or disclosure:

  1. We implement and maintain sophisticated technical measures to ensure that your personal data is recorded and processed in complete confidentiality and security;
  2. We review these measures when necessary or when there is a change in technology to ensure appropriate and effective security maintenance; and
  3. We implement and maintain appropriate restrictions on accessing your personal data, and monitor the access, use and transfer of personal data.

8.2 Limits

Though DFDL will take reasonable measures to protect your personal data, no method of transmission over the internet or method of electronic storage is completely secure.

9. Your rights with regard to your personal data

During our engagement, the Client may provide DFDL with general, personal or special category personal data, either in electronic or non-electronic forms. By contracting with DFDL, you agree and authorize that such data can be obtained, managed, stored and transmitted (domestically or internationally) by DFDL in accordance with the terms of our engagement. Under section 26 of the Digital Security Act 2018, DFDL will not, without your consent or legal authority, collect, sell, take possession, supply, or use any personal identity information shared with us.

10. Contact and further information

In conclusion, the protection of your data matters to us. Should you have any question about this Policy or would like to provide comments, do not hesitate to contact us at dataprotection@dfdl.com.