1. Capped Fee: “Capped Fee”, if applicable under this Engagement, means capped only in so far as the fee indicated as capped shall be limited to the Maximum Allocated Time relting to the Capped Fee. Should more time than the Maximum Allocated Time be necessary then the hourly rates as indicated in this Engagement Shall apply.

3. Notification of Exceeding Capped Fee: Hughes Krupica shall use reasonable endeavours to notify You of the possible expiry of time within the Maximum Allocated Time but failing to do so due to busyness, handling Your instructions and managing the Engagement itself shall not permit You to dispute the time spent without good and reasonable cause.

5. Advance Payment Demands: Hughes Krupica reserves the right to demand advance payments against legal fees on account, and to subsequently issue interim invoices for time spent, reserving the application of any deposit received until the end of a transaction / final invoice on a specified matter or proceeding. In the event that the deposit is applied to an invoice and You instruct or require Hughes Krupica to carry out further works, Hughes Krupica shall require an additional advance deposit prior to commencing such works.

7. Hughes Krupica Entities: “Hughes Krupica” currently comprises 2 separate legal entities in relation to its offices in Bangkok and Phuket respectively. Hughes Krupica Consulting Company Limited (“HK Phuket”) is a private limited liability company for the Phuket office of Hughes Krupica and Hughes Krupica Consulting (Bangkok) Company Limited (“HK Bangkok”) is a private limited company for the Bangkok office of Hughes Krupica and is inactive, as HK Phuket operates the firm as a whole including in Bangkok. The relevant company engaged by you shall be stipulated under the Engagement. Should HK Phuket or HK Bangkok use staff or resources from one of its other offices, this shall not affect nor change the legal relationship of hire of services under this Engagement.

9. No Financial; Tax; Investment; Commercial or Similar Advice: Hughes Krupica is a legal service provider, is not a tax; accounting or financial advisory services provider or advisor and does not provide investment advice or guidance; sale; purchase or investment decisions; or commercial advice. In the event that you pose questions of a commercial; investment; accounting or financial nature to any member of Hughes Krupica team, you accept than any answer shall be qualified by this condition and all liability for any answer shall be disclaimed in the context of the above. Further, any answer provided shall not be provided with any express or implied representation that such answer is commercial; investment; accounting or financial advice whatsoever.

11. Introductions Not Constituting Liability: In the event that you choose to use any service relating to foreign companies not registered in Thailand, and Hughes Krupica introduces you to any agent or registrar, the legal relationship in relation to engagement for use of such agent and/or registrar shall strictly be between you and shall be to the exclusion of Hughes Krupica. You recognize and accept that any information on your foreign companies is private and confidential and Hughes Krupica accepts any information you provide on the basis that it is your responsibility to manage your relationship with your agent and/or registrar including but not limited to matters of confidentiality. You shall be liable for all fees to such agents and registrars, and should any reporting requirements be required of You by law; regulations; rules or policies it shall be your duty to comply with such requirements in a timely manner and at your own expense. If you require Hughes Krupica to assist you, such assistance shall be subject to the discretion of Hughes Krupica to accept and shall be subject to an agreement with Hughes Krupica as to its fees for assisting. You shall be liable to keep your company records up to date and there is no obligation on Hughes Krupica to do including but not limited to circumstances where Hughes Krupica is in possession of your file. Any action or activity requiring Hughes Krupica to provide a service must be subject to an express engagement, signed, covered by a deposit and obligation to pay legal fees thereunder.

13. You Provide Correct Details: If you have provided information to Hughes Krupica as the ‘billing entity’ be it an individual or other form of legal entity at the time of entering this Engagement, but subsequently wish to adjust the details of the entity including but not limited to the address, then the acceptance of such change shall be in the discretion of Hughes Krupica and shall not be an obligation of Hughes Krupica. Any proposal by you to change information on an invoice shall not represent a right to delay payment of an invoice nor to create any condition of payment of an invoice for services already rendered or in relation to an advance payment invoice.

15. Your Corporate Responsibilities: If Hughes Krupica assists you in the set up of a Thai limited liability company or any other juristic legal entity, Hughes Krupica shall not be liable for any maintenance fees; audit fees; reporting requirements; holding or procuring of the holding of directors; partners; shareholders; committee or other representative meetings and further only You shall be liable for complying with the legalities of such meetings including the timing of the service of notices; the conduct and expenses of any meetings. Hughes Krupica shall only assist if such works are subject to the scope of an agreed Engagement in writing covered by a legal fees and expenses advance deposit. Further, unless you have engaged and are paying Hughes Krupica to assist you with corporate services with a relevant and applicable scope, Hughes Krupica shall not be liable for forwarding correspondence from company agents, or attending to your company maintenance or statutory requirements including if you engage Hughes Krupica to assist you on certain matters and such assistance is not included in the written and agreed scope of the engagement. If you mistakenly and/or without written consent of Hughes Krupica allow a third party to enter Hughes Krupica as a ‘client of record’ or ‘invoicee’ and Hughes Krupica receives an invoice, Hughes Krupica has no obligation whatsoever to notify you of the invoice and shall never impliedly become a forwarding agent of your correspondence unless there is an express written agreement and financial consideration for an agreed service.

17. Limitations Re Data Transmission and Storage: Hughes Krupica will receive and send various electronic communications relating to your engagement matter. All such emails are stored on the “Gmail” server of Google Inc., Google LLC, the ultimate parent of that group Alphabet Inc,, or any one or more of its subsidiaries (“Google”). Hughes Krupica does not control and has no liability for the integrity of the servers of Google and therefore shall not be liable for the loss of any electronic data held by or through Google. Hughes Krupica uses externally developed time recording and task management software which was developed by Orchid Marketing Co Ltd trading as iMarketing Only located at 125/5A Srisoonthorn Road, Cherngtalay District. Thalang, Phuket 83100 and The Great Oast, Steep Marsh,Petersfield Hampshire,GU32 2BN see: https://www.imarketingonly.com and we further use legacy software - Practice Management software known as ‘CLIO’. This system is owned and controlled by Themis Solutions Inc. (and its subsidiaries) and use of CLIO is subject to a mandatory ‘User License Agreement” (which can be viewed here: https://www.goclio.com/tos/ which is a non-negotiable document that Hughes Krupica is therefore subject to, so far as applicable and valid under law. By instructing Hughes Krupica, you accept that Hughes Krupica uses iMarketingOnly’s developed time recording and task management system and CLIO for your personal data, contact details, and matter information including but not limited to emails; faxes; letters; contracts; government records and all forms of documents and information relating to you and your matter, on the CLIO/IMarketingOnly system. Hughes Krupica is not liable for the integrity; maintenance or security of CLIO/iMarketingOnly but has selected CLIO/iMarketingOnly as its system on the basis of market representations of CLIO/iMarketingOnly that its system is secure. Hughes Krupica continues to develop and upgrade its tech systems and uses Pixy Asia Co. Ltd of 111/213 Moo 8 Pa Khlok, Thaland, Phuket Thailand and is not liable for any defeciencies or errors of third party service thereunder. Hughes Krupica also stores electronic data on each of its employees computers which comprise desktops and/or laptops. Such data is backed up on a reasonably regular basis, but Hughes Krupica does not accept liability for any loss of data or information of any kind through damage or defects relating to any third party hardware used by Hughes Krupica. You wholly accept that Hughes Krupica shall use your data for its own client information, marketing and legal updates dissemination services and should you wish to ‘opt-out’ of this system you can notify Hughes Krupica of your wish to be unsubscribed from any such system and within a reasonable time period Hughes Krupica shall unsubscribe you. Hughes Krupica uses CRM systems and third party software and applications to deliberately track and monitor client and web behaviour in order to target service provision and improve service delivery practices. The use of this system is an integral part of the business and automation systems of Hughes Krupica and you cannot require Hughes Krupica to cease using such system but can opt out where any legal opt-outs are practicably available. If you wish to opt out, Hughes Krupica may elect in its discretion to terminate an engagement or discontinue service provisions. As you have been made aware of the use of such systems by Hughes Krupica, you cannot avoid liability for payment of an invoice or any other obligation to Hughes Krupica by reference to its use of such systems.

19. Quality of Translations: Hughes Krupica employs in-house translators who carry out the role of translating Thai to English and English to Thai. The quality of translations produced shall be based on reasonable translator interpreting documents and such standards shall not be same as official translators; Government translators or translators engaged by global organisations to carry out high level translation work such as for the United Nations; ASEAN; World Trade Organisation (WTO) and similar. Notwithstanding the fact our translations will be of a reasonable standard only, you shall still be obliged to pay for the time spent by our translator, even if you disagree with or identify a third party disagrees with a translation. We shall, however, correct any plain mistakes. You acknowledge that Thai and English do not operate as languages capable of precise direct translation and that as such the same meaning can be conveyed in a different manner in a translation. If you wish to officialise any translation you may do so, but at your expense, and within the timeframes of any official translation and certification process. In particular kindly note that translators and Government officials or lawyers or other parties may disagree on the translation of names of individuals and companies, in relation to registration documents, powers of attorney or critical data. In the event of discrepancies, there is no absolute 'right' answer to be derived from the act of any one party by accepting a form of translation, and you accept that any ambiguities shall not be used by You to attribute blame for inefficiencies or costs arising from the ambiguity of language and translation.

20. Conflict of Interest Policy: Hughes Krupica operates a policy of avoiding acting for clients where there is an actual or potential conflict of interest. Hughes Krupica, when approached by You, receiving details from you on a potential transaction or dispute or legal matter, shall conduct a reasonable check in its client database for clients or matters which may present a conflict of interest when representing you. If Hughes Krupica does not raise a conflict of interest then there is a rebuttable presumption that Hughes Krupica is of the opinion there is no conflict of interest. If Hughes Krupica subsequently discovers there may be a potential conflict of interest, it shall communicate this to You and a decision shall be made as to whether You or Hughes Krupica or both mutually terminate the engagement, in such circumstances all legal fees for any time spent to the point of termination shall be fully paid by You without dispute. Hughes Krupica has some default situations where a conflict of interest is presumed as likely to prevent acting for You: representing a party on the other ‘side’ of the transaction; representing a party who is in a dispute with You about the same subject matter; representing a family member or co-director who is in a dispute with you. There are some other matters which are not necessarily conflicts of interest, but may be conflicts of interest. For all such matters Hughes Krupica may decline to act or it may ask for you to sign a waiver and indemnity if you notwithstanding still wish Hughes Krupica to act.

If you fail to pay an invoice on time or at all, then Hughes Krupica may terminate its engagement with you and represent at will and its discretion other parties with whom you do have a conflict or under which there is a conflict of interest provided Hughes Krupica does not violate the laws of Thailand in doing so.
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All final determinations on conflict of interests and policy shall be in the discretion of Hughes Krupica.

22. Your Responsibility for Your Work Product Information and Presentation: As part of an engagement, you may be required to create a business document which could include but not be limited to budgets; financial projections and forecasts; business presentations; pitch documents; marketing materials; commercial descriptions of business processes and similar (“Commercial Documents”). Hughes Krupica shall not be responsible for the contents of any Commercial Documents nor the reaction to any application made by Hughes Krupica on your behalf in relation to a Commercial Document. You are wholly liable for the accuracy and truth of any Commercial Documents.

23. Our Firm’s IP; Value and Protection: The Intellectual Property in our work products is owned by our firm which shall include contracts; legal notices; court complaints; wills and testaments; powers of attorney; government adopted amended documents; legal summaries; legal opinions; precedents and templates; advice provided in emails and in any written or oral form. Should we elect to re-use product produced for you, or by us for another client for you, we shall accommodate into our time billed and into our charges a productions time to take into account the intellectual property value of our product and this will be incorporated into the definition of ‘Maximum Allocated Time’. If we use a template or previously created work product we will not reduce our fee pro rata into the time taken to adapt the pre-created works, and will charge an uplift for the goodwill. You waive any rights of objection into such policy and wholly accept the intrinsic value in work product created by trained qualified advisers. You will not assert any ownership over our intellectual property nor claim that any work product you have paid us to produce becomes your own intellectual property, but you may use our product in accordance with the scope and terms of this engagement. You may not supply editable format files of our work product to any competing companies or individuals nor participate in any act which could or would detract or have a detrimental impact on the value of our intellectual property and goodwill. You will be liable for the value of our intellectual property as a multiple of potential revenue from repeat sales and accept that our intellectual property represents future business for Hughes Krupica. If you allow a third party to violate our intellectual property rights and/or our agreement under these terms and conditions, you indemnify Hughes Krupica for all losses.

25. Professional Misconduct; Unreasonable or Unethical or Abusive Behaviour by third party advisers; legal counsel; consultants or any similar parties (“3rd Party Advisers”) or by You: From time to time You or 3rd Party Advisers may engage in unbecoming conduct which may be unacceptable conduct by domestic or international standards of professional conduct; ethics; behavioural norms in the context of advising or be abusive; insulting; demeaning; derogatory; divisive or of ill intent (“Unacceptable Behaviour”). In such circumstances, Hughes Krupica will make all reasonable efforts to preserve your interests but will not subject any of its Partners; Employees or representatives to any Unacceptable Behaviour and will not accept any instructions or acts or omissions on your part under which you expect or require any acceptance or dealing with Unacceptable Behaviour expressly or impiedly. Hughes Krupica shall draw your attention to any Unacceptable Behaviour and shall provide its view. In the event of a disagreement on whether You believe any actions or behaviour constitute Unacceptable Behaviour, the opinion of Hughes Krupica shall prevail. Hughes Krupica may in the event of you refusing to take action to intervene and prevent any Unacceptable Behaviour, terminate the Engagement with You and receive payment for all works carried out at the applicable early termination or abortion of engagement rates under the agreed engagement with You, or refuse to deal with You, a party representing or advising you, the relevant 3rd Party Advisors, or elect to report Your and/or the 3rd Party Advisors to a relevant supervisory function either within your/ their own organization; or any regulatory or domestic Government agency, or any international supervisory or regulatory function relating to You or such 3rd Party Advisors (“Supervisory Bodies”). If Hughes Krupica needs to release any information to Supervisory Bodies which is relevant or relates to your engagement, then You wholly consent to the release of such information without any form of written consent or any other consent being required.

27. Marital Property and Successors: If you have not engaged our firm to provide specific advice under a scope of works for pre-marriage and post-marriage asset or property structuring, then our firm has no responsibility or liability for any of your decision; actions; omissions relating to your marriage and structuring of your property and assets. We expressly exclude any and all liability in relation to challenges made during any separation or divorce proceedings relating to your assets, property or custody of any children or persons requiring guardianship or care.

29. No Foreign Law Advice: As per litigation management services, some of our lawyers / consultants may possess foreign law qualifications and such may be denoted on their biographies and profiles. Notwithstanding, the fact of their overseas qualifications in foreign law does not mean that they will provide any foreign law advice to you expressly or impliedly and therefore by not providing any foreign law advice such lawyers are disclosed to you as only being regulated by any applicable standards of ethics and codes applicable to lawyers of the relevant jurisdiction to overseas activities, if any. Foreign lawyers in Thailand are generally not permitted to practice Thai law and by signing this engagement letter you wholly accept and acknowledge the same.

30. Communicating via Social Media and Non-Email Based Applications: No member of Hughes Krupica is obliged to communicate with you via any medium other than email, mobile telephone, landline, conference call facilities, video conference call or other similar standard form of formalized and recordable trackable communication. As a matter of policy, client instructions are recorded and placed into HK systems as assigned tasks. On such basis, we generally discourage extensive communications via Whatsapp, Line, Facebook Messenger or other similar services. Partners may elect to accept communications from clients for convenience in certain circumstances but this shall be subject to a code of respect for the private and personal time of the relevant partner, especially out-of-office hours. No member of Hughes Krupica’s team shall be obliged to communicate via messenger services/applications and if You send a message through such medium and it is not read or replied to by the relevant Hughes Krupica team then You shall not be entitled to claim you have ‘contacted us’ as such contact is generally not accepted. Not replying shall not be deemed a 'service failure' of any type whatsoever.

33. Unacceptable Attempts to Cause Conflict; Disrupt and/or Undermine: There are circumstances in transactions and disputes where clients will seek a variety of opinions from different members of the Hughes Krupica team to conduct a legitimate and honest survey of opinion, which is acceptable if conducted in good faith. However, there are also circumstances where clients may attempt to deliberately solicit different opinions, or opinions with different degrees of emphasis on certain points and to then attempt to utilize such differences to cause conflict, disrupt an engagement, capitalize on the difference to attempt to allege mis-advice or to undermine one Hughes Krupica team member for personal or vexatious reasons. No such conduct will be tolerated and You accept that (a) all Hughes Krupica team members are independent thinking individuals with different backgrounds and experiences and will naturally have different emphasis on different aspects of points (b) that Hughes Krupica will not artificially enforce a ‘political party line’ approach to verbal discussions on transactions or disputes but will encourage brainstorming, analytical exchanges, initial opinions subject to further thought and revised opinions (c) that Hughes Krupica will formalize a corporate opinion in the form of a legal opinion which will be issued on letterhead and will contain a series of disclaimers which will apply to such opinion

2. Exceeding Capped Fee: Hughes Krupica shall not be responsible for any instruction; third party action; inefficiencies, omission or event resulting in the exceeding of a Capped Fee and You shall be liable and responsible for all fees at the applicable rates for any time spent exceeding the Maximum Allocated Time or for any instructions provided being out of scope works under which our rates shall apply at the Discounted Hourly Rates (if any discount has been provided) for the limited period of time set out under this Engagement or Standard Hourly Rates.

4. Round-Up Minutes: If there is no Capped Fee, or if hourly rates apply to certain items under this Engagement, then Hughes Krupica shall be permitted to round up minutes into quarter hour segments for the purpose of efficacy and billing system management

6. Itemisation of Bills: Hughes Krupica shall itemize events on its bills in accordance with the standards of a reasonable professional law firm to a level of detail that is sufficient to identify the undertaken tasks. The purpose of some items may be implied in the task itself and Hughes Krupica shall not be under an obligation to state the purpose of works in addition to detailing the activities Hughes Krupica Terms and Conditions of Engagement

(by signing this engagement You accept the scope; legal fees and all terms and conditions as stipulated hereunder) for such items. Hughes Krupica reserves the right and sole discretion to assign tasks to the team member of a position and seniority as Hughes Krupica sees fit for the task and may assign administrative tasks to senior staff if it deems appropriate; expedient or necessary to do so.

8. No Tax Specific Advice: During the course of your engagement, you may wish to ask one of our team a general question regarding tax rates or tax on a conceptual level. Any response provided by our team shall be a response based on published information only, or information provided by a government official or representative, and Hughes Krupica expressly disclaims any responsibility or liability for the accuracy of such information and shall not be deemed to be ‘tax advice’. If any HK team member recommends that you contact a third party tax or other advisory provider, HK takes no responsibility for the quality and efficiency of such external provider.

10. Not Liable for Government or Third Parties: Whenever Hughes Krupica conducts a check with a Government Office; a Government Official; a court; a court clerk; a court register or record; an electronic or paper file held publicly; quasi-publicly or privately (“Information”), the Information Hughes Krupica obtains and discloses to You or uses in relation to any report or opinion shall be limited fully to the extent of accuracy or completeness of the Information and You accept that it is possible that Information may be inaccurate or incomplete at the time of checking, and subsequently remedied without our knowledge, or may never be rectified and that the accuracy or completeness of Information is not within the control of Hughes Krupica.

12. Paying on Time and Penalties for Not Doing So: Hughes Krupica will use reasonable endeavours to issue invoices at regular intervals. Upon receipt of such invoice it is your duty to scrutinize and inspect such invoices, to identify any discrepancies or items on which you reasonably require clarification. You agree that you shall not receive invoices and then unreasonably delay any checking or scrutinizing procedures so that the payment of such invoice is unreasonably delayed.

If you are a public company or a private company then this does not mean your own billing processes prevail over our right for our invoices to be paid on time. Aside from the impact on our firm and its team, the damage to trust and relationships, late payment of invoices and debts also has a negative impact on economic efficiency overall and contributes to an inefficient or defective market. If businesses allow flow of capital to be prompt and efficient, then there will be a collective benefit for participants in the market as a whole.
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If you are a private individual then your travelling schedule, access to internet/email/banking facilities shall not be a legitimate or acceptable excuse for not paying our invoices on time.

You shall abide by the ‘Due Date’ on such invoices and should you fail to do so you wholly accept the liability for (a) any penalty imposed on the late payment of the invoice (b) suspension of any ongoing services by our firm (c) termination of this Engagement by our firm in our discretion (d) any consequential damages to our firm (e) any further remedies our firm may seek for immediate emergency enforcement; interim relief or orders of any remedies available under law. Should Hughes Krupica need to use its own resources; or external resources to pursue you for non-payment of invoices in part or in whole, then you shall further be liable for any costs and expenses at our firm’s Standard Hourly Rates and for the avoidance of doubt any discounts applicable under this Engagement shall not apply as discounts to the Standard Hourly Rates which shall be charged to you for late payment of our invoices and use of our firm’s resources in the pursuit thereof.

14. You Pay Expenses: You agree to advance to Hughes Krupica expenses in relation to any and all expenses incurred by Hughes Krupica in carrying out services for you under this Engagement. Such expenses shall include but not be limited to: internal and external printing and copying expenses; travel expenses which shall include travel to external meetings calculated at a rate applicable to the most convenient method of travel taking into account fuel costs; travel to send and collect documents; flights required between destinations unless specifically agreed to be an excluded expense by a Senior Partner; postage fees, courier fees. Further, should your deposit be insufficient to cover such expenses You shall promptly provide an additional expenses deposit. You shall also provide, in advance, any government licensing; third party agent, registration fees and taxes payable in relation to a transaction or corporate or other matter or any court fees in relation to a court case. In the event that you fail to pay any such fees in a timely manner then Hughes Krupica shall not be liable for any delays or consequences to non-payment and Hughes Krupica shall not be obliged to advance any expenses on your behalf irrespective of the circumstances; urgency or importance of any expense in relation to your matter. We also charge, as a service fee and not a direct expense, for our firm's resource costs for the use and provision of digital services, as per our Digital Fees Section below.

16. No Illegal Nominees: Hughes Krupica does not provide any ‘nominee’ services in Thailand including but not limited to ‘nominee shareholders’ ‘nominee directors’ or similar ‘nominee arrangements’ which are mechanisms used to circumvent restrictions on nominees. Laws in other jurisdictions may allow nominees. Should your entity be directly or indirectly attached to such practices, Hughes Krupica by ‘dealing’ with your entity shall not under any circumstances assume any partial or full liability for any such practices and you shall remain liable for any penalties or issues relating to such practices. If you engage our firm to handle the adjustment of any shareholdings or the structure of your entity then Hughes Krupica shall not be liable for inspecting or ascertaining if nominee arrangements exist. Hughes Krupica may provide legitimate director and director consultancy services, not on a nominee basis, but on a properly engaged paid for basis and subject to a service payment and any labour law requirements and always reserves the right to terminate such arrangements without cause. If the timing of availability of your shareholders and directors to sign documentation is limited, then we cannot guarantee we will always be available on short notice to accomodate schedules and You will be responsible for any efficiencies and costs in arranging availability to process documents.

18. Retention of Data, Physical and Digital Storage Charges: You will be liable for service fees to Hughes Krupica for physical and digital storage of any physical and digital information/ files comprising and not limited to original or copy documents, company stamps/seals, and other forms of documents and equipment at the rates set by Hughes Krupica which may be revised in Hughes Krupica’s discretion with notice to you, from time to time. Hughes Krupica may also print hard copies of electronic information; or receive obtain or store printed materials relating to you and/or your matter. Hughes Krupica shall only be liable to retain information for any statutory periods required by applicable law but may in its discretion keep information/documents longer including electronically. You consent to Hughes Krupica using information for its own internal financial management and planning purposes, including data mining activities. Wherever possible, Hughes Krupica shall store information electronically and may elect to destroy any printed materials. In relation to original documents such as original signed contracts; original certificates; original company documents and similar documents or any copies thereof or communications or historical documents (“Original/Copy Documents”) which must be legally retained and presented for a legal purpose, Hughes Krupica shall retain such documents in its possession for the term of your engagement relating to your specific matter only and provided you pay the fees. After issuing a final invoice relating to your specific matter, Hughes Krupica shall not be liable to store your Original/Copy Documents without charging fees to you at a reasonable rate. Such rates shall be notified to you from time to time in accordance with a document storage scale rate. These fees are only mandatory if you use Hughes Krupica to store your Original/Copy Documents. If you do not collect your Original/Copy Documents from Hughes Krupica, or do not request and pay the fees of a return of Original/Copy Documents to you, then you shall be deemed to have accepted the storage fee rates applicable to your Original/Copy Documents, and you shall be liable to pay for such Original/Copy Documents. In the event that you fail to pay for Original/Copy Documents storage, Hughes Krupica may exact a legal lien over such Original/Copy Documents, to the extent permitted under applicable law, and shall not deliver or return such Original/Copy Documents to you until such time as you pay in full together with any late payment interest and administrative charges due for the document storage. Hughes Krupica shall not accept any liability in relation to your need to use Original/Copy Documents or any related transactions or matters relating to the Original/Copy Documents, and it is your responsibility to ensure that the arrangements with Hughes Krupica are settled properly in terms of payment of fees and written agreement to store Original/Copy Documents. In the absence of any written agreement, you shall by leaving Original/Copy Documents with Hughes Krupica, be deemed to have accepted all terms and charges. Digital Storage fees represent the service of Hughes Krupica in setting up systems, maintaining them, being able to retrieve data and organising data and are not a direct reflection of the actual cost of third party providers.

21. Litigation and Dispute Resolution/ Arbitration Management Qualifications: Hughes Krupica provides litigation, dispute resolution and arbitration management services which comprises case fact and law assessment; drafting initial legal notices and replies; drafting legal complaints or statements of claim to be submitted to the courts; drafting motions to the court or tribunal for orders; preparing testimony; practicing for hearings; attending mediation hearings; conducting out of court or separate settlement negotiations; cross-examination; submitting counterclaims; analyzing judgments and awards; analyzing prospects of appeal to the Appeal Courts if appeals are available; analyzing enforceability of judgments/awards; dealing with enforcement of judgments/awards and execution including attending auctions and liaising with the Legal Execution Department or enforcement court or authority in the relevant jurisdiction. All such works are not mandatory works for our firm if engaged by You on a litigious or dispute related procedural matter, and we will only carry out such works if you have paid the appropriate advance payments of both legal fees and expenses including any court; tribunal or institution’s fees and associated expenses. In relation to Thai specific matters, the qualified Thai attorneys-at-law are responsible for their actions and omissions in relation to their legal duties as qualified advocates in Thailand. Any involvement from foreigners shall be limited to an advisory role, providing information on the strategy; pros and cons of various aspects of any part of the litigious proceedings; assisting with adjusting strategy to accommodate different responses from counterpart(ies) and ensuring that information on litigious proceedings which are held in Thai are clearly conveyed and explained in English. All such foreign communicators do not hold themselves out to be ‘Thai’ attorneys-at-law, but do hold qualifications of law in foreign jurisdictions. Such jurisdictions may have a different legal system to Thailand, may be a common law system as opposed to a civil codified system, but any advice communicated to You shall be based on the actual system that exists in Thailand. None of our Thai-Attorneys-at-Law or foreign consultants make any representations or warranties about the standards or quality of justice dispensed in Thailand or any other jurisdiction or in relation to arbitration proceedings and provide no form of guarantee of result, and no form of reasonable likelihood of result nor confirm any precise timing by way of prediction of next hearing dates; judgments; orders; awards or decisions or similar from any Court or tribunal. If you are involved in litigation in Thailand; arbitration in Thailand or arbitration subject to Thai law or any other jurisdiction then you are subject to the positives and negatives of such system or jurisprudence and are not permitted to transfer the liabilities or risks of you being within such system to Hughes Krupica.

24. No Blame or Reputational Detrimental Action for Withdrawals or Transaction/Legal Process Abandonment: If you wish to withdraw from a transaction or legal process, and do not wish to state the reasons for your withdrawal, then you are prohibited from making any representations or asserting that Hughes Krupica ‘advised you’ to withdraw. You wholly accept that if Hughes Krupica provides advice to you that any ultimate decision of withdrawal is your independent and autonomous decision. You shall not represent to any party that Hughes Krupica ‘desires’ or wishes for a withdrawal to take place and you wholly accept that any such decision is in your domain. You may communicate your withdrawal to other parties through Hughes Krupica, if Hughes Krupica consents to the same, but Hughes Krupica shall not be required to use your precise language or message in conveying any withdrawal to any third party, and further Hughes Krupica may add its own language to any conveyance to make it clear Hughes Krupica does not make commercial decisions. You shall not be permitted therefore to ‘hide behind’ the brand or image or firm of Hughes Krupica in order to avoid being responsible for your own commercial decisions whether or not under advice or relating to advice.

26. Disclaimer of Agents and Agency: Hughes Krupica must deal with agents; representatives; brokers and intermediaries (“Agents”) from time to time in relation to specific engagements. During such time, if such Agents are dealing with you, and you have not prohibited or instructed Hughes Krupica from liaising with Agents, then Hughes Krupica shall be permitted to do so using its judgment and reasonable care in relation to such. The activities of Agents are not within the control of Hughes Krupica and Hughes Krupica accepts no liability for the following non-exhaustive list: the manner in which Agents conduct themselves, their ethical values, the truth or accuracy of their representations, their approach to the preservation of confidentiality and privacy, their competence, whether or not their allegiance or duties are properly managed or held intact or owed to the correct parties; whether or not they are accepting remuneration; commissions or benefits in kind from one or multiple parties and whether or not their motives and actions are in your best interests. Any information asymetries such as agents providing seperate advice and information designed or leadig to information and advice conflicts shall be the responsibiliy of the Agent and any participant in such behaviour and practices. By dealing with Agents, or being referred business from Agents, Hughes Krupica is not endorsing any Agents or their actions or omissions, and the acceptance of any business from an Agent shall not represent or imply any commitment or duty owed by Hughes Krupica to an Agent. In the event that any Agent acts unprofessionally to the extent that such Agent may cause damage or harm to Hughes Krupica, Hughes Krupica reserves the right to refuse to deal with such Agent and shall revert to you to deal with such Agent directly.

28. Non-Acceptance of Racism; or Discriminatory Behaviour based on Race; Religion; Gender; Orientation or any other social prejudice: Whilst Hughes Krupica accepts that every Client and person is free to hold their own social; religious; non-religious; political and personal views, Hughes Krupica will not accept such views being conveyed to any member of Hughes Krupica’s team which may demean; cause offence; upset; be deemed derogatory by the recipient; or be an unnecessary communication designed to provoke discomfort. Such policy shall be implemented with the necessary degree of realism relating to the actual real world and circumstances of existing and operating therein; the jurisdiction and shall be balanced with the necessary degree of objectivity to differentiate between unintentional innocent mistake and any negligent; willful; or careless harm. For the avoidance of doubt; you should reserve your opinions on race; religion; gender; orientation or similar. This term and restriction extends to general derogatory remarks on a country; it’s population; it’s electorate; it’s leaders; it's religious constitution; any monarchistic rule; or to a segment of any society; country; race; religion or group. In the event that any member of Hughes Krupica engages in any such activity, You will immediately inform a Director/Partner of Hughes Krupica of such activity for Hughes Krupica to investigate.

31. Restrictions in Court or any dispute resolution institution or centre: our lawyers and consultants shall be restricted and subject to any rules and restrictions in court; any dispute resolution institution or centre and no part of this engagement shall be construed to expressly or impliedly require any lawyer or consultant to contravene any such rules and restrictions.

32. Hughes Krupica Team Annual Leave/Holidays/Sickness – Your Financial Liability for Spoiling Leave or Time Out of Office Hours: Hughes Krupica operates standards of practice to conform with working hour restrictions, labour law and further provides a policy to allow its staff and owners/partners/consultants/directors to benefit from undisturbed and peaceful enjoyment of their out-of-office time, National Holidays and Annual Leave or to recover and recuperate from sickness or deal with any medical issues. Notice of holidays shall only be provided in advance if a task set by a particular person is due to be completed by them during an absence or leave period and there will be an assignment of such task if practical or appropriate. If you receive an Out-Of-Office Autoreply or similar notice a person is absent such notice should provide for a point of contact in the event of leave of one person. However, in the event of a National Holiday or a staff outing or similar group absence, there will be no contact available on that day unless expressly agreed with you and you shall have no right to demand or interfere in such leave. If a team member is sick, then they might not necessarily have been of a disposition to be able to notify you of their sickness and it may be that their sickness was unexpected. In such circumstances, if you wish to ascertain whether a member of the team is absent, you may make enquiry to our office numbers or by email and a relevant team member will endeavour to answer you. No disclosure of the nature of sickness or private medical information will be provided nor should you ask for it, and only an estimate or non-binding assessment of the prospective length of absence shall be provided. For National Holidays when comprising any cultural celebration, you shall further respect and not disturb the nature of such holiday or festivity. You shall not use any knowledge or assumption of cultural background or Nationality, religion or similar to determine whether or not someone is entitled to take the benefit of a National Holiday or cultural absence.

In the event that you intentionally disturb any HK team member’s holiday, leave, or sickness leave, and carry out acts causing disturbance which results in a staff member requiring an additional entire or portion of a day’s leave to compensate for the loss of enjoyment of leave, then you shall be liable for (a) the cost to Hughes Krupica as a calculation of salary in relation to the additional time not engaged in work by the relevant HK team member and (b) loss of any income from client engagements during that time. For out-of-hours, unless expressly agreed with the relevant engagement lead partner, you are prohibited from disturbing any Hughes Krupica team member, or causing, encouraging or allowing third parties whether or not under your control from doing so.