Lao PDR Terms and Conditions

A – Standard Terms and Conditions

Contracting Parties

The contracting parties to this engagement will be the entity set out in the Acceptance Form or as otherwise provided (Client or you) and DFDL (Lao) Sole Co. Ltd (DFDL), subject to any variation in writing by mutual agreement.

“Know your Client” (KYC) Requirements

The Client will be required to provide information and documentation related to the parties and persons involved in this engagement, including shareholders, subsidiaries, officers, directors and principals. The Client may also be required to complete a questionnaire of information and attestation as to source of funds and investment, beneficial ownership and/or counterparties related to the engagement in addition to a structure chart of the Client’s organization and proposed transaction. Failure to provide any information as required for our KYC purposes will result in our withdrawal of the Fee Proposal or terminating an engagement.

Conflict of Interest

DFDL will conduct a conflict check to avoid representing any party with a conflict of interest. Before we accept instructions to act, the Client shall identify for us 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 or if a conflict of interest is subsequently discovered, we reserve the right to withdraw this Fee Proposal or terminate an engagement.

Anti-Money Laundering and Terrorism Financing

Under applicable laws on anti-money laundering and terrorism financing, DFDL is deemed to be reporting unit and may be obliged to conduct further enquiries as to the existence and operations of our clients, as well as the purpose of the transactions for which our assistance is sought. DFDL reserve the right to cease acting for any client at any time should we, in our sole discretion, determine any suspicious activity concerning our client or any one or more transactions 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 caused by reason of our compliance with such obligations which we undertake to observe in good faith.

Confidentiality

We will treat as confidential all confidential proprietary information obtained from the Client and will not disclose confidential information to others or use the information except in connection with the performance of the services agreed in the engagement, or as required by law. Unless you advise us in writing to the contrary, we reserve the right to mention this matter in any general publicity material.

E-mail Correspondence

The Client authorizes DFDL to communicate by e-mail and agrees that DFDL accepts no responsibility for the potentially insecure nature of the internet, and any loss or damage that may result from communicating via email and the internet, including any damage that may occur to any computer systems, or data stored on those systems, as a result of viruses or other technical issues associated with the use of e-mail and/or the internet.

Data Protection

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 general, personal, or special category personal data can be obtained, managed, stored, transferred and transmitted (domestically or internationally) by DFDL in accordance with the requirements of Lao PDR law and as set out in our Privacy Policy below.

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.

Adverse Claims

You agree to indemnify DFDL, and its associated firms, partners, officers, directors, employees, contractors and agents, in respect of any adverse claims, actions, damages or liabilities arising from or in connection with our engagement (Adverse Claims) (including expenses which DFDL 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.

Limitation of Liability

To the extent permitted by law, the aggregate liability of DFDL its associated firms, partners, officers, directors, employees, contractors and agents 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) shall be limited to the amount of fees incurred by you in connection with all matters arising from this engagement. DFDL and its associated firms, partners, officers, directors, employees, contractors and agents shall not be liable for any claim unless proceedings in respect of such claim have been issued and served on or before the date which falls 24 months from the date of this fee proposal.

Standard Hourly Rates

Our professional fees are based on the time our professionals work on the matter for which we have been retained. Hourly rates for each of our professionals depend on their expertise and experience as follows:

Legal Professional	Hourly Rates in USD
Director / Partner / Senior Counsel	USD 400 – 650 per hour
Senior Level Lawyer / Adviser	USD 250 – 400 per hour
Mid-Level Lawyer / Adviser	USD 160 – 250 per hour
Junior Adviser	USD 115 – 160 per hour

We reserve the right to increase the specific hourly rates of our advisers at the commencement of each calendar year.

Estimated Fees

Where we offer an estimate fee for services such estimate, while made on a good faith basis, may not adequately reflect the amount of work ultimately undertaken by us to perform and complete the work competently and it is possible that our professional fees could exceed our estimate. In performing the services, DFDL will exercise reasonable skill, care and diligence in carrying out the Client’s instructions. However, there are many factors which influence the fees and costs associated with our assignment will be out of our control including: (i) the efficiency with which you provide direction to us, review documents that we prepare, and respond to our inquiries; (ii) the degree/outcome of negotiations and any corresponding need on our part to revise documents or structures; (iii) the presentation of new or unusual issues that require original research or drafting; (iv) 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; and (v) it may not be possible to predict the precise amount of work required and the stance adopted by any counterparties, government officials or any other relevant third parties, all of which may affect our scope of work and fees significantly. When possible, and if timing allows, but without prejudice to the amount of professional fees to be invoiced, we will aim to advise of any possible excess above our initial estimates of our professional fees.

Fixed Fees

If required by DFDL, fixed fees must be paid in full in advance. Any work, or additional work, which is not covered by the scope of work for the fixed fee, will be billed in accordance with our standard hourly rates stated above.

Translation Costs

Our translation rate for English/Lao and Lao/English is USD 0.35/ word.

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.

Obligations to Pay Fees

The legal obligation to pay our fees is based on our incurred time subject to the application of our standard hourly rates and our incurred expenses, if not specifically agreed otherwise. If you fail to pay our fees as and when due and payable, DFDL reserves the right to terminate our engagement.

General Billing and Payment Terms

The following apply:

1. Our professional fees do not include disbursements. All such costs—such as official fees, printing and photocopying, international telecommunications, travel, bank fees for receipt, deposit, or transfer of funds, etc.—will be billed to the Client in addition to our professional fees. Printing and copy costs are billed at USD 0.20 per black and white page and USD 1.00 per color page.
2. The client is responsible for paying VAT (currently 10%) and other such taxes stipulated by the laws of the Lao PDR. Any withholding taxes levied by the Client’s home jurisdiction are the responsibility of the Client and shall not be deducted from our invoiced amount.
3. We will issue invoices monthly unless otherwise agreed.
4. Invoices are payable within 15 days of the invoice date. Interest of 15% per annum will be levied for any invoice over 45 days past due, calculated from the first invoice date.
5. In accordance with the current foreign exchange regulations of the Lao PDR, we must quote our professional fees and costs in our invoices, engagement letters and quotations to any client based in the Lao PDR in Lao Kip (LAK). Any such quotes provided by DFDL in a currency other than LAK is under the assumption that the Client or proposed Client is not based in the Lao PDR. If the Client is based in the Lao PDR (i) any such quote issued by DFDL to the Client mistakenly quoting fees and costs in a currency other than LAK will be deemed as referring to the LAK equivalent of such amount quoted in USD, and (ii) all payment of fees and reimbursement of costs by the Client will have to be made in LAK. The applicable exchange rate shall be the relevant exchange rate for transfers published by BCEL on the applicable date.

No Responsibility to Update

In undertaking any work in relation to this engagement, DFDL 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.

Entire Agreement

These Standard Terms and Conditions and the fee proposal 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.

Severability

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

Jurisdiction and Dispute Resolution

The terms and conditions of this engagement are subject to the laws of the Lao PDR, and any disputes arising from this engagement will be subject to the exclusive jurisdiction of the Lao judicial system.

Validity

This fee proposal or the email to which this document is attached is valid for a period of 15 days from the date hereof and will automatically expire after the 15th day.

B – Privacy Notice

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.

This Notice outlines:

• What personal data DFDL may collect;
• How DFDL may collect your personal data;
• How and why DFDL may use your personal data;
• How DFDL may share your personal data;
• How DFDL protects your personal data;
• Your rights with regard to your personal data; and
• Contact details and further information.

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.

1. What personal data DFDL may collect

We may collect the following personal data:

• 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
• 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;
• Marketing data: data about individual participation in conferences and in-persons seminars, credentials associations, product interests and preferences;
  Compliance data: government identifiers, passports or other identification documents, beneficial ownership data and due diligence data;
• 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
• We may also collect, store, and use information about special requirements for your attendance at any event, including dietary or accessibility requirements.

2. How DFDL may collect your personal data

We are dedicated to process 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.

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.

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 had not authorized such a third party to provide us with your information.

3. 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.

Legal basis for processing your personal data

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

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

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:

• To provide legal and tax services upon request,
• To share legal and tax updates with you or your company,
• To keep you or your company updated on any event that we organize or services we offer,
• To invite you to and manage your attendance at any event that we may organize,
• To management payments in relation to our mandate with you or your company or in regard to attendance of any event that we organize,
• To keep our website information up-to-date and improve its functionality for the benefit of its users,
• 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),
• For general record-keeping and client management in connection with our services provided to you,
• To comply with legal or regulatory obligations to which we are subject (e.g. tax compliance, reporting requirements); and
• 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.

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.

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.

4. How and why DFDL may share your personal data

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:

• 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;
• To comply with valid legal processes such as search warrants, subpoenas or court orders;
• To protect the rights and property of DFDL;
• During emergency situations or where necessary to protect the safety of a person or group of persons;
• Where your personal information is publicly available; or
• 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.

5. How DFDL protects your personal data

Measures undertaken

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

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

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.

6. Your rights with regard to your personal data

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 to be obtained, managed, stored and transmitted (domestically or internationally) by DFDL in accordance with the requirements of Lao PDR law.

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.