Standard Terms and Billing Practices

Fees quoted will remain valid for 30 days unless indicated otherwise.

Payment Terms. An initial retainer to cover professional fees along with a deposit for estimated costs (where applicable) is due and payable in advance. 7% VAT will be charged on professional fees. Out-of-pocket expenses and government fees are in addition to professional fees (see “General Costs” below). Unless otherwise agreed to in writing, payment for our services signifies your acceptance of our terms.

Deposit for Estimated Costs. Actual disbursements will be charged against a deposit for estimated costs. The initial deposit, as well as any future deposit, will be held in a Trust Account. You authorize GPS to use those funds to pay for disbursements as they are incurred. Payments from the fund will be made upon remittance to you of a billing statement. You acknowledge that the deposit is not an estimate of total costs, but merely an advance for security.

Whenever the deposit is exhausted, GPS reserves the right to require further deposits. You agree to pay all deposits after the initial deposit within seven (7) days of our request as reflected by a deposit note for additional funds.

Additional Work. Additional fees may be charged which require additional time or resources not included in the original scope of work, or because of any material change in the assignment or difficulties in obtaining information which could not reasonably be foreseen. In the interests of certainty, we will advise you in advance where any work falls beyond the agreed scope. In such circumstances we will bill for these variations or additional work after discussing the reasons that gave rise to their occurrence with you, and where possible will provide an estimated fee.

Billing Statements. Deposit notes for advance retainers and “pro-forma” invoices are payable on presentation. Payment must be received in full according to the currency of billing and your account will be credited with the NET funds received after deductions for bank charges or processing fees across the entire transaction. If your payment is short, you will be required to top up the balance due before services are rendered. We highly recommend you check with your bank to ensure you are covering both the origin and destination charges. We will send you a tax invoice/receipt upon full settlement of rendered services. GPS is transparent with all our charges; all invoices include the amount, rate, basis of calculation or other method of determination of the fees and costs, all of which will be clearly identified by item and amount.

Professional Fees and Billing Practices

Flat Fees. Flat fees are charged as shown for the described scope of work or fixed time allotment and do not change according to the personnel involved or actual time spent on a client’s matter.

Hourly Rates. Unless otherwise indicated, we charge by the hour according to the following personnel.

It is our policy to use the appropriate grade of staff on each assignment so that the work is delegated to a suitable level in the interests of cost efficiency, while maintaining proper review procedures for quality assurance. Hourly rates are subject to change upon providing seven (7) days’ prior written notice to you

Actual time, when charged, will include the time personnel spend on telephone calls and in electronic correspondence relating to your matter, including but not limited to calls and electronic correspondence with you and other parties. GPS personnel assigned to your matter may confer among themselves about the matter as required and appropriate. When they do confer, each person will charge for the time expended, if the work done is reasonably necessary and not duplicative. Likewise, if more than one of our personnel attends a meeting or other proceeding, each will charge for the time spent. GPS personnel may also charge for travel or waiting time (refer to “Costs and Other Charges” below).

Costs and Other Charges

General Costs. 7% VAT, out-of-pocket expenses, court and/ or government fees are in addition to our professional fees. Out-of-pocket expenses, court and/ or government fees (collectively “Disbursements”) will be itemized separately and billed in advance when scheduled and known or in arrears when unscheduled or incurred ad hoc. Disbursements may include but are not limited to communications, copying, courier charges, messenger and other delivery fees, postage, photocopying and other reproduction costs, travel costs including parking, mileage (private vehicle), local transportation (cab fare), meals and hotel costs and specific disbursements (such as fees of counsel and other experts, which are to be prior approved by you) as reasonably incurred in relation to the rendering of services. Disbursements once incurred by us, are due and payable and non-refundable.

All disbursements are charged to you on a cost recovery basis as incurred, except for the items listed below:

Travel & Waiting Time. Out-of-town travel (outside the Bangkok Metropolitan Area) is billable at 50% of the applicable standard hourly rate for the first 4 hours, thereafter at 25% (per occurrence). You will also be liable for transportation, meals, lodging and all other reasonable costs incurred by GPS personnel. Waiting time may be similarly charged where GPS personnel are made to wait by a client or members of their party for more than thirty (30) minutes for prior scheduled appointments.

Gov’t Fees. Some government fees shown may be approximated; all are subject to change without notice and provided for your reference & convenience only.

General Provisions

Time Frames. Referenced time frames are estimates, subject to change without prior notice, and provided strictly for convenience only. Actual times may differ. The firm has no control over services provided by any governmental departments or courts.

Termination and Withdrawal. Either party may terminate an engagement for services at any time by giving seven (7) days prior notice to the other in writing. GPS may immediately withdraw for good cause. Good cause includes but is not limited to a breach of these terms, refusal to cooperate or to follow GPS’s advice on a material matter or any fact or circumstance that would render our continuing representation impractical, unlawful, or unethical. Upon termination of this contract, we will invoice you for, and you agree to pay for any incomplete and/or unbilled professional services rendered as well as all disbursements incurred, up to and including the date of termination. You will be charged for those incomplete and/or unbilled services on an actual time basis at our full published rates, irrespective of any reduced, fixed, or alternative fee structures we may have originally agreed to. You agree to pay for those charges within 7 days of receipt of our full and final invoice. After services conclude, GPS will, upon your written request, deliver your files and property in our possession upon full settlement for all services rendered.

Refunds. Upon the natural conclusion of our services or where our engagement is terminated by either party prior to the completion of services, and after deduction of any fees and disbursements due, any leftover funds in your Trust Account will be returned without interest within 30 days of receipt of a written request by you. Except where GPS is in breach, any fixed fee will be earned in full and no portion of it will be refunded once any material services in relation to that fee have been performed.

Disclaimer of Guarantee and Estimates. Nothing in these terms or in any agreement for an engagement of services, and nothing in our statements to you are to be construed as a promise or guarantee about the outcome of a matter. GPS makes no such promises or guarantees. GPS’s comments about the outcome of a matter are expressions of opinion only. Any estimate of fees given by GPS will not be a guarantee. Actual fees may vary from estimates given.

Interest Charges. If an invoice is not paid when due, interest may be charge on the principal outstanding balance at the rate of 15% per annum until such time as all overdue amounts are paid in full.

Accurate & Complete Information. The conclusions and information set forth in our advice or the documentation we prepare are dependent on the completeness and accuracy of the stated facts, assumptions and/or representations provided by you. If any of the facts, assumptions or representations are not entirely complete or accurate, the inaccuracy or incompleteness may have a material effect on our conclusions and may jeopardize the successful outcome of the services rendered.

Decisions and Responsibility. You are advised that Thailand government regulations, procedures, and criteria (collectively “Policies”) regularly change without prior notice, and their respective government officers can and do use individual discretion and do not necessarily apply these Policies uniformly or transparently. GPS endeavors to keep abreast of these challenges and use our local knowledge and expertise to facilitate a smooth engagement. This is not always achievable. GPS is not responsible nor will be held liable for changes to government Policies, and/or the decisions, interpretations or applications made by their respective officers.

Validity of Advice. In rendering our advice, we may be relying on relevant provisions of legislative enactments, regulations, judicial and administrative interpretations, and other legislative and/or regulatory enactments. These are subject to change, retroactively and/or prospectively, and any such changes may affect the validity of our advice. We are not responsible for carrying out any review or updating our advice to reflect any changes or modifications to the law and regulations, or to the judicial and administrative interpretations thereof, after the date of our advice.

Severability in Event of Partial Invalidity. If any provision in these terms is held in whole or in part to be unenforceable for any reason, the remainder of that provision and of the entirety of our terms will be severable and remain in effect.

Subject to Change. These terms are subject to change without prior notice.

No Waiver of Rights. Our failure to insist on strict performance of any provision of these terms will not be deemed a waiver of any of our rights or remedies, nor will it relieve the other party from performing any subsequent obligation strictly in accordance with these terms. No waiver will be effective unless it is in writing and signed by the party against whom enforcement is sought.

Governing Terms. In the absence of a signed engagement agreement, these terms will govern all professional services performed by GPS on your behalf commencing with the date GPS personnel first performed those services. You remain obligated to pay GPS the reasonable value of any services we may have performed for you at your instruction.

Confidentiality. We agree to not disclose any proprietary information to any third party without your consent except as may be required by law, regulation, judicial or administrative process.

Limitation of Liability. You agree that neither GPS nor our personnel will be liable for any claims, liabilities, or expenses relating to professional services performed for an aggregate amount more than the fees or retainers paid pursuant to any estimate, proposal, or engagement for services except to the extent finally judicially determined and to have resulted from bad faith or intentional misconduct by us. In no event will we or our personnel be liable for consequential, special, indirect, incidental, punitive or exemplary loss, damage, or expense relating to any services performed or contemplated.

Storage of Documents. We will keep our case files (except for any of your papers which you ask to be returned to you) for no more than five years. We keep these files on the understanding that we have the authority to destroy them five years after the date of the final bill in relation to the relevant matter without notice to you. We will not destroy documents you ask us to hold in safe custody. If we are instructed by you to retrieve papers or documents we hold for any reason, we may charge you fees and disbursements relating to such retrieval and any other work necessary to comply with those instructions.

Electronic Communication. We will communicate electronically with each other. Whilst we will employ commercially reasonable systems and procedures to keep electronic transmission of information secure and virus and error free, you recognize that we do not guarantee that such information will not be intercepted, corrupted, lost or destroyed or arrive late or incomplete or otherwise be adversely affected or unsafe to use. We will each be responsible for protecting our own systems and interests in relation to electronic communications, and we will have no liability to you or your agents on any basis, whether in contract, tort (including negligence) or otherwise, in respect of any error, damage, loss or omission arising from or in connection with the electronic communication of information between us, or any failure in any communications system.

Faxed/Electronic Copy. Signed facsimiles and/or electronic signature and transmission of documents will be considered an original of a document and will have the same effect and force as “wet” signed hard-copy originals of those documents. It will be binding and legally enforceable as any full recourse commercial contract.

Jurisdiction. We endeavor to provide our clients with efficient, quality, transparent and professional services. However, if this falls short of your expectations, you should immediately contact a Partner of the firm. We will make every effort to ensure that the complaint is resolved promptly. If you remain dissatisfied, or if there is any other dispute between us, the matter will be finally resolved under the exclusive jurisdiction of the Courts under the laws of the Kingdom of Thailand.

International Alliance Membership. GPS Legal is an independent member firm of Alliott Global Alliance, which is an international alliance of independent accounting, law, and specialist firms. Alliott Global Alliance and its member firms are legally distinct and separate entities. These entities are not and shall not be construed to be in the relationship of a parent firm, subsidiary, partner, joint venture, agent, or a network. No Alliott Global Alliance member firm has any authority (actual, apparent, implied, or otherwise) to obligate or bind Alliott Global Alliance or any other Alliott Global Alliance member firm in any manner whatsoever. Equally, neither Alliott Global Alliance nor any other member firm has any authority to obligate or bind the Firm or any other member firm. All Alliott Global Alliance members are independent firms, and as such, they each render their services entirely on their own account (including benefit and risk). In connection with any engagement contemplated by these terms or any other services from time to time provided by the GPS Legal, we may seek advice from or may recommend the retention of an Alliott Global Alliance member firm. Alliott Global Alliance and its other member firms shall have no liability for advice rendered by GPS, or such consulted or retained Alliott Global Alliance member firm. Nor shall the GPS have liability for advice rendered by any of the other Alliott Global Alliance member firms, even if consulted or recommended to you by us.

Variation. We may agree to vary these terms in relation to individual cases and clients. Any variation will only be effective if it is agreed in writing by an authorized partner.