Malaysia Terms and Conditions 2025

Standard Terms and Conditions

The Standard Terms and Conditions 2025 are in force as of 1st January 2025.

1. Contracting Party/ies

The counterparty of Robin Lynn & Lee (together, “RLL”, the “Firm”, “we” or “us”) for this engagement is the person or entity signing (“Client” or “you”). Our engagement is finalized upon the Client submitting the Acceptance Form or such other form of acceptance of services under a fee proposal and/or an engagement letter and/or email acceptance which may be provided in either document or electronic form (“Fee Proposal”) acceptable to RLL and is 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 fulfill compliance obligations, you are required to provide evidence or information related to the Client, parties and persons involved such as 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. If the requested information is not provided or should we determine that the client does not meet our compliance obligations, we reserve the right to withdraw the Fee Proposal and, in case of any engagement confirmed, to cease acting for the Client.

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 counterparties and/or adverse 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 withdraw the Fee Proposal and, in case of any engagement confirmed, to 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 or as required by law. Unless otherwise specifically authorized by the Client or the relevant matter/transaction has become public, we will only refer to this matter in generic terms without identifying the Client by name. Should you prefer that we refrain from referring to this matter altogether, please advise us in writing prior to the engagement.

5. Electronic Correspondence

By signing the Acceptance Form and/or its equivalent under the local law or accepting the Fee Proposal through other means, the Client authorizes RLL to communicate by e-mail or other electronic means 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. Electronic Signatures and Validity of Signatures

The Fee Proposal and the Acceptance Form may be electronically signed, and that any electronic signatures appearing on these documents are the same as handwritten signatures for the purposes of validity, enforceability, and admissibility.

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

We 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 our 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. We reserve the right to temporarily suspend or terminate the performance of 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 do not provide safekeeping of original documents. However, upon request and subject to the availability of our resources, we may offer this service, subject to an annual storage fee of USD 400 or its equivalent amount in the local currency, exclusive of service tax (SST). This fee will be invoiced at the beginning of each annual storage period, in advance, for as long as the documents remain in safekeeping, for as long as the documents remain in safekeeping. The Client agrees to pay the applicable storage fees in accordance with these Standard Terms & Conditions.

11. Anti-Money Laundering and Terrorism Financing

Under laws on anti-money laundering and combating the financing of terrorism, we may be deemed to be a ‘reporting person’ thereby obligating us to conduct additional enquiries into the identity, registration and potential operations. We may also be required to perform additional analysis of the purpose of the transaction, including source of funds confirmation. Accordingly, we may request a list of shareholders, articles of association (or a company’s by-laws), memorandum of associations, certificate of incorporation, certificate of incumbency or equivalent, or copies of individual passports, and such other documents or information as may be required. You may also be required to complete a summary questionnaire of information and attestation as to source of funds, beneficial ownership, and counterparties related to the engagement (where applicable).

We reserve the right, in our sole discretion, to cease acting for you and suspend the performance of or terminating the relevant legal service contract with you at any time should we suspect any suspicious activity arising in relation to the engagement. In addition, we may be obliged to file a suspicious activity report with relevant authorities. We will not be liable to any party for any loss or damage suffered by reason of our compliance with such obligations.

12. Anti-Corruption Policy

We are subject to anti-bribery and anti-corruption legislation and regulation. We take our obligations under these policies very seriously and makes every effort to comply with these rules. As such, we will perform certain review procedures and matters monitoring to ensure that neither us nor any of our clients will act in any manner which could be considered to promote, support, or encourage prohibited acts that could be construed as corruption. If in the course of our representation, we become aware of activities that could constitute corruption or bribery, we reserve the right to immediately terminate the representation, suspend the performance of or terminate the relevant legal service contract with you and, if required, report such activities to the relevant authorities.

13. DFDL Network

You agree that we may, where appropriate, work with other member firms within the DFDL network on your matters.  We will discuss the engagement of these firms with you and a separate engagement may be required depending on the nature of the instruction. In addition, you agree that we may provide your confidential information to such firms for matters which the relevant network firm will be acting for you.

14. Shared Services

We use shared services for the administration of our firm from matter opening, finance records, billings, and other services. It is therefore necessary for us to disclose some information to our service provider, such as your name, description of the matter engaged, know-your-customer documentation, account details including our professional fees, and other information as may be necessary. 

15. 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 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: (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; and (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. 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 Malaysia as of 1st January 2025 are as follows:

Legal Professional	Hourly Rates in USD
Partners	USD 400 – 550 per hour
Senior Associate	USD 275 – 375 per hour
Associate	USD 180 – 275 per hour

16. 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. 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.

17. Advance Deposit

If an advance deposit is required in the Fee Proposal, an invoice for the advance deposit will be issued.

The advance deposit or any deposit will not be credited against our professional fees until the 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 an invoice.

We reserve the right to apply the advance deposit paid to us in respect to a matter to settle fees and expenses relating to any one or more of your matters as outstanding beyond the payment timeline applicable under these Standard Terms and Conditions.

18. Obligations to Pay Fees

The legal obligation to pay our fees arises as and when the work is performed, based on the time incurred at our standard hourly rates, or on expenses incurred, unless specifically agreed otherwise.

19. Termination or Abandonment

You may terminate our instructions at any time by giving not less than 7 days’ notice to us, while we may terminate our appointment by giving not less than 7 days’ notice to you, citing reasons, which may include failure to pay outstanding invoices. In litigation matters where we are on the record as acting on your behalf, we will notify you, by giving you not less than 7 days’ notice, of our intention to take all necessary action to discharge ourselves as your lawyers in accordance with the Rules of Court 2012 and any other applicable regulatory requirement. In either case, you remain responsible for our fees and expenses for work done up to the point of termination.

In the event that any of our scope of work is terminated or abandoned prior to the completion of our agreed scope, our professional fee will be charged based on time costs at our usual hourly rates plus expenses and applicable tax, for work done up to the date of our receipt of the notification in writing by you that the relevant work is terminated or aborted, subject to a maximum of our fee cap for work done within the above parameters (if applicable). 

20.  Translation Costs

Our translation rate is USD70 per page.

21. General Billing and Payment Terms

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

1. Our professional fees do not include disbursements. Any 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.
2. Any applicable taxes 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.
3. Unless otherwise agreed with the Client, invoices will be issued monthly.
4. All invoices must be paid within 15 days from the date of issue. If an invoice remains unpaid 30 days after the invoice date, interest will accrue at the rate of 15% per annum, calculated from the 16th day after the invoice date. We reserve the right to suspend the provision of services if payment is not received in accordance with these terms.
5. We review our hourly and fixed fee rates on a periodic basis, normally annually (effective 1^st January of each calendar year) and reserve the right to increase these fees.

22. Third-Party Indemnity

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

23. 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 (or as otherwise limited by applicable law) from the date of the Fee Proposal.

24. No Responsibility to Update

In undertaking any work in relation to this agreement, 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.

25. Entire Agreement

These Standard Terms & Conditions and Privacy Notice form part of our agreement with you and apply to all services we provide. They shall be read together with the Fee Proposal and the Acceptance Form and/or its equivalent under the local law setting out the scope of our services (collectively referred to as the “Engagement Documents”). Each Engagement Document forms part of the overall agreement between the Firm and the Client, and together they constitute the entire agreement in respect of the relevant matter, superseding any prior understandings or communications, whether oral or written.

The Standard Terms & Conditions and Privacy Notice shall apply to the extent that they are not inconsistent with, or overridden by, any specific terms set out in the Fee Proposal. In the event of any conflict or inconsistency between the Fee Proposal and the Standard Terms & Conditions or Privacy Notice, the provisions of the Fee Proposal shall take precedence.

This agreement may only be modified by a subsequent written agreement between the Firm and the Client.  

26. Severability

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

27. Governing Law and Jurisdiction

The terms and conditions of our engagement(s) shall be governed by the laws of Malaysia. Any disputes arising from this engagement shall be resolved by arbitration in accordance with the Rules for Arbitration of the Asian International Arbitration Centre Arbitration Rules, with 3 arbitrators and to be conducted in the seat of Kuala Lumpur in English.

28. 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 45^th day.

29. Information Needed for Billing Purposes

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

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