Important information
TERMS OF BUSINESS
These terms of business (“Terms”) will apply to all instructions the Company receives to provide services, unless we have agreed in writing to specific variations to them. These Terms supersede and replace any prior Terms previously in force.
1. INTERPRETATION
In these Terms the following words have the following meanings:
“Client” means the party who has instructed the Company to provide services;
“Contract” means these Terms of Business and engagement letter to the Client;
“Party” or "Parties means the Company or the Client;
“Services” means the services the Company will provide the Client under the terms of the Contract;
Reference to the singular includes the plural and vice versa.
2. INTRODUCTION
These Terms set out the basis on which the Company will undertake work for the Client and together with any letter of engagement they form the entire contract under which the Company provides the Services. Where there is a conflict between these Terms and the terms of the letter of engagement the letter of engagement shall prevail. These Terms may be modified from time to time and the Client will be given reasonable notice in writing of any proposed change. The current form of these Terms are available upon request. Each Party shall carry out its duties and obligations in relation to the Contract with reasonable care and in accordance with any and all applicable laws and/or regulatory obligations applicable to the Services (including applicable data protection legislation)
3. FEES AND DISBURSEMENTS
Fees for the Services provided will be set out in the engagement letter. Additional fees such as disbursement costs will be agreed with the Client in advance. Any complaint in respect of fees must be notified to the Company in writing within 7 days of receipt of the invoice in question otherwise the invoice is deemed to be agreed.
4. CLIENT CONTACT(S) AND DUE DILIGENCE
The Company will be entitled to assume, unless and until advised to the contrary, that whoever gives us instructions has authority to do so. The Company will request such information from the Client as considered necessary and appropriate in relation to the engagement. The Company may refuse to undertake work for the Client, if requested information has not been provided or if there have been unreasonable delays in providing required information.
5. INSTRUCTIONS; PROVISION OF THE SERVICES
The Company shall not be responsible for any loss or damage or costs or expenses that the Client may suffer or incur as a result of the inaccuracy or incomplete nature of instructions provided. If fees are dependent on agreed deliverables but cannot be completed due to the Client failing to provide the necessary information within a reasonable timescale, the Company shall still be entitled to full payment of fees up to the date of termination of the Contract, subject to the Company giving the Client no less than 7 days’ written notice that the Client’s failure is preventing or impeding the Company’s ability to deliver the specified deliverables and where the Client fails to take the required action within the 7 day period specified. In the event of an incident (including illness) occurring which disrupts the services, the Company will endeavour to restore services as soon as possible. The Company cannot accept responsibility for any delay caused by any disruption or for any other consequences beyond its reasonable control.
6. ACCESS TO INFORMATION, STAFF AND SYSTEMS
The Client will provide the Company with access to all appropriate information, staff and systems as required for the completion of the Services without cost to the Company, and if on the Client’s premises the Client will provide suitable office facilities including access to telephone, email, internet, printing and copying facilities as well as agreed computer equipment.
7. CONFLICTS OF INTEREST
The Company reserves the right not to accept instructions in respect of any matter, or to decline to continue to act further, on the grounds of conflict of interest or otherwise (as to which the Company's determination shall be final).
8. COMMUNICATIONS & SYSTEMS; CONFIDENTIALITY; DOCUMENT RETENTION
Although the Company will do its best to safeguard information, the Company cannot ensure or warrant the security of any information. The Company may communicate electronically with the Client and other parties in relation to the provision of the Services. Both parties both recognise that there are risks inherent to the use of electronic systems, including the risks of interception, corruption and loss of data. The Company will not be liable for any misdirection, defect or fault arising as a consequence of use of electronic systems and the Client agrees to accept these risks. Save as set out herein, the Company shall keep confidential all information and documents concerning the Services unless:
(i) The Company is required to disclose information under the laws or regulations of Jersey or by court order;
(ii) The Company is authorised to disclose information by the Client;
(iii) Where the Company is working with other providers on the Client’s behalf;
(iv) The information is already in the public domain;
(v) It is necessary or desirable to disclose the same to defend any charges against the Company.
When an engagement is complete, hard copy documents may be retained or scanned and originals destroyed. Electronic data may be retained for 10 years (or such other period as may be specified hereafter by law or regulation) and may then be destroyed.
9. INTELLECTUAL PROPERTY RIGHTS
All intellectual property rights whatsoever, including copyright, in any material provided by the Company to the Client (the “Works”) are owned by and remain with the Company. In the event that the Client decides to modify the text of any documentation provided to the Client all references to the Company shall be removed from that documentation and the Client shall not represent that it is adhering to the Company’s recommendations or standards.
10. TERMINATION OF ENGAGEMENT, BREACH BY CLIENT & FORCE MAJEURE
a) Force Majeure. If the performance of the Services is rendered wholly or substantially impossible by reason of force majeure, through illness or other unforeseen or unexpected circumstance, the obligations of both parties shall cease forthwith
b) Breach by client. In cases of a Client repudiatory breach the Client shall pay all fees incurred to the date of termination of the Contract. The Company shall be entitled to retain all documentation which has come into existence during the continuance of a matter on which the Company has accepted instructions (including following termination of the same) until payment in full of all fees and disbursements incurred pursuant to the terms of the Contract.
c) General. The Company expects to continue to act in any matter on which instructions have been accepted until the matter is completed. Irrespective of other provisions in the Contract, if one party is in material breach of the Contract, the other party has the right to terminate the Contract effective immediately or at such time as designated by the terminating party. Either party shall have the right to terminate the Contract if the other Party breaches the terms of the Contract and does not remedy such breach within 7 days of the time when the breach is complained of in writing.
11. LIMITATION OF THE COMPANY’S LIABILITY TO THE CLIENT AND OTHER PERSONS
Where the Company has provided Services in accordance with the Client’s instructions and the Contract has not been terminated prior to completion of the agreed Services the agreed fees are payable in full and the Company shall not be liable for any change of position on the part of the Client in relation to the desired outcome or solution not previously agreed in writing.
Claims in respect of the Services may be brought only in relation to the Services against the Company and no claim of any sort whatsoever (whether or not arising out of or in connection with the engagement or the Services) shall be brought personally against any employee or officer of the Company.
The Company will make all recommendations in good faith and on the basis of the information before the Company at the time. The Company is not an expert in legal, tax, accounting, financial, banking or other professional or technical matters and is not rendering any such professional advice or opinions and, accordingly in this regard. the Client should obtain specific professional advice from legal, tax, accounting or other appropriate professional advisers before embarking on any course of action
The total liability of the Company to the Client shall not exceed the fees agreed in respect of the Services over the previous 12 months. This amount includes any and all claims combined, including any costs and lawyers’ fees awarded.
Subject to the terms of this Contract, the Company may rely without liability on any information supplied to it or obtained by it from the Client or any third party. No statement in any document or correspondence shall in any circumstances be construed as a representation, undertaking or warranty by or contractual condition upon the Company unless expressly described as such and the parties acknowledge that in entering into an agreement with each other they are not doing so in reliance on any representation warranty or other provision except as expressly provided herein and any conditions, warranties or other terms implied by legislation or common or customary law are excluded from this agreement to the fullest extent permitted by law.
12. NOTICES
Any written notice in relation to these Terms of Business must include the address (and the department or officer for whose attention the communication is to be made). Any such written notice will only be effective if
(i) by way of letter, when it has been left at the relevant address or five Business Days after being deposited in the post postage prepaid in an envelope address to it at that address; and
(ii) by way of electronic communication when received in readable form to a previously agreed electronic mail address and if received after 5pm shall be deemed to be effective only on the following day.
13. INDEPENDENT CONTRACTOR
The Company is responsible for all applicable taxes.
14. GOVERNING LAW AND JURISDICTION
These Terms are governed by Jersey law. The parties agree to submit to the exclusive jurisdiction of the courts of Jersey to settle any dispute that arises out of or in connection with these Terms and/or any matter arising under them.
