Terms and Conditions for Collas Crill Compliance Limited

TERMS AND CONDITIONS OF BUSINESS

The following Terms and Conditions will govern the basis on which we provide the Services to you and will be deemed to have been agreed by you by your acceptance of any of the Services, irrespective of whether or not a separate engagement letter has been agreed with you. We contract on the basis of these Terms and Conditions only, and acceptance by us of any instructions from you shall be upon such Terms and Conditions and shall override any other terms and conditions stipulated or incorporated by you in your instructions or any negotiations, unless otherwise expressly agreed in a separate engagement letter with you. Any declarations or confirmations given by you or on your behalf to us in any application form or other documentation submitted to us are incorporated in these Terms and Conditions.

Any engagement with Collas Crill the law firm will be the subject of, and governed by, a specific engagement.

A copy of these Terms and Conditions shall be sent to you by ordinary post or by email. A current copy of these Terms and Conditions will also be made available for inspection at our offices in Guernsey during normal business hours. In addition, a current set of these Terms and Conditions will be made available on our website at: [www.collascrill.com]

We may revise the Terms and Conditions and the Rates from time to time without your prior consent. We will notify you by ordinary post or email of any changes which we consider to be material, as soon as is reasonably practicable after their introduction but shall not be obliged to inform you if any of the Rates increase. You shall be bound by any revision of the Terms and Conditions and the Rates, as and when a copy of the revised document becomes available for inspection at our registered office.

1DEFINITIONS AND INTERPRETATION

1.1Definitions

In these Terms and Conditions (unless the context otherwise requires) the following words and expressions shall have the following meanings:

Business Day

Any day (other than a Saturday, Sunday or bank holiday) on which banks are open in Guernsey for normal banking business

Client, you or yours

Any person to whom we provide the Services and, in the case of an individual, includes his/her heirs, personal representatives and assigns and, in the case of a body corporate, includes its successors and assigns

Company, we, our, us

Collas Crill Compliance Limited, whose registered office is at Glategny Court, PO Box 140, Glategny Esplanade, St Peter Port, Guernsey GY1 4EW

Data Protection Legislation

The Data Protection (Bailiwick of Guernsey) Law, 2017

Employees

All directors, officers, employees, consultants and agents of the Company and all directors, officers, employees, consultants or agents of any of its subsidiaries or associated companies

External Privacy Statement

Our statement as available here

Rates

Rates Schedule of fee earners’ rates per hour and administrative charges (if any), a copy of which is available on request

Services

The provision of governance, risk and compliance consultancy and/or MLRO and MLCO services

1.2Interpretation

1.2.1Headings in this Agreement are inserted for convenience only and shall be ignored in construing this Agreement.

1.2.2Unless the context otherwise requires, words (including definitions) denoting the singular number only shall include the plural and vice versa.

1.2.3References to statutes and/or statutory provisions shall be construed as referring to such statutes or statutory provisions as respectively replaced, amended, extended or consolidated.

1.2.4References to the Company or the Client shall include a reference to any successor company and permitted assigns.

1.2.5“Holding Company” and “Subsidiary” shall have the meanings given to such expressions in The Companies (Guernsey) Law, 2008 (as amended).

1.2.6The expression “person” shall be construed to include references to any person, firm, company, partnership, corporation or any agency of it.

1.2.7“£” and “Sterling” denotes the lawful currency of the Bailiwick of Guernsey and the United Kingdom.

2COSTS, FEES AND DISBURSEMENTS

2.1Fees

2.1.1We believe that fees for the Services should be fair and reasonable, having regard to all the circumstances of the case. The circumstances which may affect the level of fees include the following, the:

2.1.1.1time spent on the matter;

2.1.1.2monetary amount involved;

2.1.1.3specialist knowledge required;

2.1.1.4number and length of documents;

2.1.1.5place and time of day at which the work was carried out;

2.1.1.6importance and urgency of the matter to you; and

2.1.1.7complexity of the matter.

2.1.2Time spent on a matter is recorded by all employees of the Company and the total time recorded will be one, but not the only factor taken into account in assessing the level of fees to be charged.

2.1.3The person responsible for your matter will always be willing to discuss the basis for charging a particular matter at the outset.

2.1.4Where an estimate of fees is requested and given, it is only an indication of the amount anticipated as being the likely charge and shall not be regarded as an agreed fee for the work or matter unless specifically confirmed in writing as such by a director.

2.1.5We reserve the right to request for monies to be paid up front by you to cover future costs and fees.

2.2Interim Billing

Unless we agree to the contrary in writing, we will render regular interim invoices as the matter proceeds, usually on a monthly basis in arrears.

2.3Disbursements

2.3.1Disbursements, as these are incurred, will be added to the applicable interim or final invoice rendered. Depending upon the matter in question, we may request a payment on account of disbursements to be incurred.

2.3.2Disbursements may include, but are not limited to, filing fees, registry fees, court fees, registration fees, Greffe fees, document taxes, the cost of expert reports, foreign counsel fees, courier fees, photocopying and publication costs. As a general policy we do not charge for secretarial support and administrative services. However, in the event that we are required to dedicate a significant amount of administrative resource to an individual matter, or adhere to an accelerated timetable to closing, we reserve the right to charge for such administrative services. We will agree any such costs with you before these are incurred.

2.3.3The fees of any foreign counsel or other advisers instructed by us on your behalf will be incorporated into our invoice.

2.4Tax on Services

There is no value added tax on the provision of our services in Guernsey.

2.5Payments

2.5.1All invoices are payable on presentation. Interest at a rate of 3% above the base-lending rate of the Royal Bank of Scotland plc may be charged, at our discretion, on unpaid invoices.

2.5.2Should you have any queries regarding an account once an invoice has been rendered for payment, please contact the fee earner or director responsible for the matter or our Accounts Department on (+44) (0) 1481 723191 quoting the relevant invoice number.

3CLIENT'S MONIES

3.1All of your money accepted by us is held in a separate client account.

3.2We reserve the right to pay our fees and disbursements out of monies held for you in the client account.

3.3Our clearing bank is Royal Bank of Scotland International Limited. Any funds of yours held on account will be paid into, and held by, Royal Bank of Scotland International, unless the parties otherwise specify. We accept no liability as to the performance of whichever bank holds the funds.

4CONCERNS ABOUT OUR SERVICE

If you are dissatisfied with the handling of your instructions by the Company, you may raise the concern directly with the director responsible for the matter in question. 

5TERMINATION

5.1Subject to any agreement to provide a set notice period, you may terminate your instructions to us in writing at any time but we will be entitled to keep your papers and documents while there is money outstanding to us for our fees, charges, expenses and disbursements.

5.2In some circumstances we may consider that we ought to stop working for you. We will continue to act for you on a particular matter until its conclusion unless and until:

5.2.1you do not produce requisite due diligence material (see Clause 15);

5.2.2it is no longer appropriate or in your best interest for us to continue to act;

5.2.3there are fees which have been billed and which are overdue for payment; and

5.2.4a conflict arises which is not reasonably foreseeable or possible to detect at the time of taking the instruction.

5.3If we cease to act for you we will advise you in writing and you will be responsible for all work in progress, fees and disbursements up to the date of termination and for any costs and disbursements reasonably incurred in connection with the transfer of any work to another service provider.

5.4In the event that you terminate your instructions or for any reason the business does not proceed to completion, we shall be entitled to charge for the time spent in dealing with the business.

6NON-EXCLUSIVITY

We reserve the right to provide the Service(s) to any other client at our discretion.

7CONFLICTS

7.1We provide a wide range of services to a large number of clients and whilst we have procedures in place to try to prevent any conflict, it is possible that a conflict of interest may arise as a result. If we become aware or are notified of a possible conflict of interest, you shall be notified and if possible procedures will be put in place to ensure confidentiality and independence of advice.

7.2We are not obliged to inform you of the nature of the conflict, if to do so might, in our opinion, compromise our duties to any other client.

8LIMITATION OF LIABILITY

Should we breach any of our duties to you and become liable to compensate you, you agree that our liability is limited for any one matter in the following respects:

8.1you agree to make no claim against an individual director or employee;

8.2our maximum liability to you is limited to £200,000 (two hundred thousand);

8.3we are not liable for indirect or consequential loss or loss of anticipated profit or other benefit;

8.4you shall not be able to recover damages twice in respect of the same fact, matter or circumstance;

8.5save as expressly agreed in writing, we do not accept or assume any duties or liability to any person(s) other than you and we therefore exclude, to the fullest extent permissible by law, any liability to third parties;

8.6we shall not be liable for any loss, damage, actions, suits, proceedings, claims, demands, costs, expenses or liabilities suffered or incurred by you which arise directly or indirectly from our provision of the Services in reliance on any information or documentation, or any declaration, confirmation or representation, provided by you or on your behalf to us;

8.7we shall not be liable for any delay or failure in provision of the Services due to any technical failure of communications systems.

9COMMUNICATION

9.1We will communicate with you by way of letter, fax, email, telephone or any combination of the above at the address or number last given to us by you in communication generally.

9.2We assume that you are willing to receive all general correspondence sent via email. We do not guarantee that messages, documents or files sent by email are virus-free. As such, we accept no liability or responsibility for any loss or damage, however caused, by any virus. We strongly recommend that you use virus checking software and you are deemed to be responsible for virus checking any message, document or file attachment which is sent to us by email.

9.3You will inform us if you have specific confidentiality requirements, such as a requirement for encrypted emails. The cost of setting up any encryption facility on our systems may be added as a disbursement at our discretion.

9.4Should you not wish us to communicate with you via any particular method, you must instruct us accordingly.

9.5We reserve the right to record telephone calls.

10STORAGE OF CLIENT DOCUMENTS

10.1After the completion of any matter, we are entitled to retain all papers and documents which have come into existence in the course of our acting for you until all fees and disbursements have been settled in full.

10.2We will keep all documents, correspondence, memoranda and notes which have been created in the course of the instruction for such period as we consider appropriate in accordance with any legal obligations to do so and the terms of our External Privacy Statement. After such period we are entitled to destroy any documents held by us pursuant to any engagement terms. During this period we reserve the right, but have no obligation, to make electronic copies of any such documents, correspondence, memoranda and notes and, save for original signed documents, we reserve the right to destroy hard copies and store the remainder for filing electronically. After the period of continued retention (whether in electronic form or otherwise) of such documents, correspondence, memoranda and notes (save for original signed documents), we have the right to destroy all such files, unless you have requested in writing to the contrary, at or prior to the conclusion of any matter in question. In accepting these Terms and Conditions you consent to the destruction of such files.

10.3Should we need to retrieve files from storage, either in relation to new instructions to act for you (where the archived files are relevant) or where you have asked us to retrieve specific documents or papers, we reserve the right to charge for such services.

11WEBSITE AND INTELLECTUAL PROPERTY

11.1All correspondence, files and records (other than statutory corporate records) and all information and data held by us on any computer system is the sole property of the Company for our own use and you acknowledge that you have no right of access or control over such information.

11.2Our website ([www.collascrill.com]) and all material contained in it, provides general information only. None of its content constitutes legal or professional advice, and it should not be relied upon as such. We do not accept responsibility for any loss which may arise from reliance on information contained in this website.

11.3We do not guarantee that documents or files within or linked to our website are virus-free. As such we accept no liability or responsibility for any loss or damage, however caused, by any virus. We strongly recommend that you use virus-checking software when using our website. In addition, you are responsible for virus-checking any document or file attachment that you send to us via the website. We are not responsible for the content or privacy policies of any external internet websites linked to our website. We do not endorse any information contained in any external internet sites and the links on our website do not imply any association with the policies of the organisations responsible for such websites

12DATA PROTECTION

For information about the purposes for which we process personal data provided by you and the grounds on which that processing occurs please see our External Privacy Statement. In agreeing to these terms you warrant and undertake that you are entitled to provide any personal data you deliver to us and that you will ensure that any such personal data are accurate.

13DISCLOSURE

13.1We shall not divulge or use for our own benefit any confidential information which we may obtain in relation to your affairs, except where required in the proper discharge of our duties under these Terms and Conditions or to any person to whom we have properly delegated any of our functions to enable them to perform our duties diligently and properly.

13.2Notwithstanding the provisions set out in Clause 13.1 above, we may disclose information which would otherwise be confidential if, and to the extent that it is:

13.2.1required by law;

13.2.2required or reasonably requested by any securities exchange, listing authority or regulatory or governmental body to which either party is subject or submits, wherever situated whether or not the requirement of the information has the force of law;

13.2.3disclosed to its professional advisers, auditors and bankers of such party; and/or

13.2.4information which has come into the public domain through no fault of either party, where such information was in the party’s possession prior to the date it was obtained in connection with the Services;

13.2.5where such information was obtained or independently developed by the party on a non-confidential basis (as long as the party does not know or have reason to know of any breach by such source of any confidentiality obligations with respect to it).

14REQUESTS FOR QUOTES OR MARKETING MATERIAL

14.1Unless otherwise requested in writing by you, we reserve the right to use the details of the identity of a client and a brief outline of the nature of the matter in our marketing material. We will inform you of our intention to use such information save to the extent such information is already in the public domain. In the unlikely event our usage of information for this purpose involves the disclosure of anything classified as personal data under relevant data protection law this will be reduced to the minimum necessary for our legitimate business purposes and undertaken in accordance with the relevant provisions of, our External Privacy Statement.

14.2You agree that from time to time you would be happy to participate in feedback questionnaires to help us continually improve our service to our clients and for use for publicity purposes.

15CLIENT DUE DILIGENCE AND ANTI-MONEY LAUNDERING

As part of our Client acceptance and customer due diligence procedure and to comply with certain legislation we may need to obtain information and documentation to identify and verify your identity and the identity of certain persons connected to you, unless an exemption is available. You agree that if such information and documentation is not made available to us when required by and in a form acceptable to us, we may without any liability terminate the engagement with you with immediate effect. The time at which such information and documentation is required, and the form in which it shall be delivered to us, shall be determined by us in our absolute discretion.

16TAXATION

We do not advise on any taxation issues relating to you or any matter upon which we have been instructed to advise, under Guernsey law or otherwise. Furthermore, we may request to be provided with a copy of the tax advice received by you in respect of any matter.

17NON-GUERNSEY OR REGULATORY ISSUES

We are directly able to advise on compliance and regulatory issues in BVI, the Cayman Islands, Guernsey and Jersey through Collas Crill, the law firm. We can also assist in the UK and the EU and indirectly elsewhere through our associated agents.

18FORCE MAJEURE

We shall bear no liability for loss, damage or delay howsoever arising caused by circumstances outside our control of whatsoever kind including, without limitation, fire, storm, earthquake, wars and riots.

19PARTIAL INVALIDITY

If, at any time, any provision of these Terms and Conditions is or becomes illegal, invalid or unenforceable in any respect under any law of any jurisdiction, neither the legality, validity or enforceability of the remaining provisions of these Terms and Conditions nor the legality, validity or enforceability of such provision under the law of any other jurisdiction shall in any way be affected or impaired by it.

20JOINT AND SEVERAL LIABILITY

Where the Client is more than one person:

20.1each such person hereby appoints the other such person(s) to act as his agent to exercise full power and authority in connection with the Services on his behalf;

20.2the obligations of the Client in connection with the matter shall be joint and several; and

20.3where we communicate with one of the parties (which comprises the Client), such communication will be deemed to be all of the parties (which comprise the Client) and it shall be assumed that such party is authorised to give instructions to us on behalf of each party.

21ARBITRATION

21.1The Company and the Client shall use all reasonable endeavours to negotiate in good faith and settle amicably any dispute arising from or in connection with these Terms and Conditions.

21.2We may elect to submit any dispute between the parties, arising from or in connection with these Terms and Conditions, and which is not settled by agreement in writing between the parties within thirty days after it arises, to arbitration in accordance with the arbitration rules of the London Court of International Arbitration (“Rules”) effective on the date of the Client’s instructions. If we so elect to submit any dispute to arbitration, you will be bound by this election.

21.3Any such arbitration shall be conducted:

21.3.1in Guernsey in the English language; and

21.3.2by a single arbitrator to be agreed between the parties or, failing such agreement within thirty days of the election to submit the relevant dispute to arbitration in accordance with this clause, by a single arbitrator appointed by the President for the time being of the London Court of International Arbitration.

The decision of any such arbitrator shall be final and binding upon the parties (save in the case of fraud).

22JURISDICTION

The construction, validity and performance of these Terms and Conditions shall be governed in all respects by the Laws of the Island of Guernsey. The Company and the Client (except to the extent that a dispute is submitted to arbitration) submit to exclusive jurisdiction of the Courts of the Island of Guernsey.

November 2019