TERMS AND CONDITIONS UK PROPERTY LAW SERVICE
TERMS AND CONDITIONS OF BUSINESS
The following Terms and Conditions govern the basis on which we provide the Services to you. They shall override any other terms and conditions stipulated or incorporated by you in your instructions or any negotiations unless otherwise expressly agreed by us in a separate engagement letter with you. They shall apply to all work provided by us to you in relation to the Services, including any work undertaken before your delivery to us of a signed letter of 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 BVI, Cayman, Guernsey, Jersey, London and Singapore during normal business hours, and 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 or on our website.
1DEFINITIONS AND INTERPRETATION
1.1In these Terms and Conditions (unless the context otherwise requires) the following words and expressions shall have the following meanings:
The Bar and Law Society Rules and in particular, for Guernsey: The Advocates’ Accounts (Deposit Interest) Rules 1989 (as amended); and for Jersey: The Code of Conduct of the Law
Society of Jersey, 2005 (as amended)
Bar and Law Society Rules
The laws, rules and regulations (including any amendments that have been or are subsequently made to such laws, rules and regulations) which govern all locally qualified lawyers in Guernsey or Jersey as appropriate and all lawyers who are registered as foreign lawyers in Singapore of the relevant Service Provider and any relevant rule or regulation made by the Solicitors Regulation Authority that is applicable to the work
undertaken by Collas Crill
Any day (other than a Saturday, Sunday or bank holiday) on which banks are open in the Relevant Jurisdiction 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 or assigns
Collas Crill, we, our, us, the Firm
Collas Crill, Collas Crill LLP, any company or partnership legally or beneficially owned by or affiliated to or associated with Collas Crill and their subsidiaries and associates wheresoever each and any of them may be situate
Data Protection Legislation
The data protection legislation in place at the date of instruction in each Relevant Jurisdiction
All partners, officers, employees, consultants and agents of Collas Crill and all directors, officers, employees, consultants or agents of any of its subsidiaries or associated companies
The schedule of fee earners’ rates per hour and administrative charges (if any), a copy of which is available on request
The jurisdiction of registration of the Service Provider or, in the case of a client of the Firm in Singapore, Guernsey, Jersey, Cayman or BVI depending on the nature of the Services provided
In BVI, the General Legal Counsel. In Cayman, The Cayman Islands Monetary Authority, if applicable. In Guernsey, The Guernsey Bar and its Chambre de Discipline. In Jersey, The Law Society of Jersey. For English real estate work, the Solicitors Regulation Authority and the Legal Ombudsman
The member or members of Collas Crill that provide(s) the Services to you
The provision of advice relating to the law and legal procedures that operate in England and Wales
Headings in this Agreement are inserted for convenience only and shall be ignored in construing this Agreement.
Unless the context otherwise requires, words (including definitions) denoting the singular number only shall include the
plural and vice versa.
References to statutes and/or statutory provisions shall be construed as referring to such statutes or statutory provisions as respectively replaced, amended, extended or consolidated.
References to the Firm or the Client shall include a reference to any successor company and permitted assigns.
The expression “person” shall be construed to include references to any person, firm, company, partnership, corporation or any agency of it.
We undertake that we will exercise reasonable skill and care in the performance of our work in accordance with applicable professional standards and will exercise the utmost good faith in our dealings with you.
3COSTS, FEES AND DISBURSEMENTS
We 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:
3.1.1time spent on the matter;
3.1.2monetary amount involved;
3.1.3specialist legal knowledge required;
3.1.4number and length of documents;
3.1.5place and time of day at which the work was carried out;
3.1.6importance and urgency of the matter to you; and
3.1.7complexity of the matter.
Time spent on a matter is recorded by all employees of the firm 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.
The partner responsible for your matter will always be willing to discuss the basis for charging a particular matter at the outset.
Where 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 partner.
The amount of work required in respect of any litigation is often uncertain, and often the best that can be achieved is for you to be kept informed by us on a regular basis as to the buildup of costs as the action proceeds. Whatever the outcome of the matter, you are liable to us for the fees and disbursements. In general, the successful party in any litigation is entitled to “recoverable costs”. The maximum fees recoverable in the courts of the Relevant Jurisdiction are revised annually and details are available on request. No legal costs are recoverable in the petty debts court. The value of any award of costs against the other party corresponds to the ability of that party to pay it.
If you lose your action, you may also be expected to pay not only our costs and fees but also the recoverable costs of the other side as well. The local courts also have the ability to review the other party’s costs in this event to ensure that they are reasonable in amount and have been reasonably incurred.
We reserve the right to request for monies to be paid up front by you to cover future costs and fees.
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.
3.3.1Disbursements, 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.
3.3.2Disbursements may include, but are not limited to, filing fees, registry fees, court fees, registration fees, Greffe fees, Viscount 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.
3.3.3Usually the fees of any foreign counsel or other advisers instructed by us on your behalf will not be included as disbursements in our invoice. You will be responsible for the settlement of such fees directly with such foreign counsel and/or advisers. In the event that such advisers require to contract with us, we will require their full fees to be paid to us in advance of our instructing them on your behalf.
3.4Tax on Services
3.4.1Our hourly rates, fees disbursements and expenses (and any estimates or quotations in respect of any of the above) are exclusive of value added tax (“VAT”) which (where chargeable under current legislation) will therefore be added to our invoices.
3.4.2If any of our invoices is not payable by you as our client but by a third party, you will still be liable for any VAT in respect of our charges (if applicable).
3.5.1All invoices are payable within 14 days of 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.
3.5.2Should you have any queries regarding an account once an invoice has been rendered for payment, please contact the fee earner or partner responsible for the matter or our Accounts Department.
For the avoidance of doubt, where you are an intermediary representing an ultimate client whose affairs are the subject matter of the Services, you will be primarily liable for our costs and fees.
4.1All of your money accepted by us is held in a separate client account.
4.2We reserve the right to pay our fees and disbursements in relation to any matter on which we are acting for you whether individually or with others or for a company beneficially owned in whole or in part by you out of monies held for you in the client account.
4.3Interest will be allocated to money held in our client account where the sum held exceeds the amount fixed by the Accounts Rules and the local tax legislation of the Relevant Jurisdiction.
4.4Our clearing bank is Royal Bank of Scotland InternationalLimited for Guernsey and Jersey clients, The Royal Bank ofScotland plc for Singapore Clients, Scotiabank Cayman Islands for Cayman clients and CIBC First Carribean International Bank and First Bank for BVI clients (together ‘Bank’). Any funds of yours held on account will be paid into, and held by the Bank, unless the parties otherwise specify. We accept no liability as to the performance of whichever bank holds the funds.
We will complete and submit online the Stamp Duty Land Tax return. You authorise us as agent to submit the return containing all necessary information, electronically on your behalf.
You also authorise us as your agent to enter the effective date in any return on your behalf.
6CONCERNS ABOUT OUR SERVICE
6.1If you are dissatisfied with the handling of your instructions by the Firm, you may raise the concern directly with the partner responsible for the matter in question. If the issue is not resolved, you may register the concern with the head of department acting for you, who will cause it to be thoroughly investigated. If you still remain dissatisfied, you may refer the matter to Senior Partners: Gerard Farara (in BVI), Alan de Saram (in Cayman), Advocate Chris Bound (in Guernsey), and Advocate Nuno Santos-Costa (in Jersey). The complaint should be made in writing in the form found at www.collascrill.com/terms. We will acknowledge receipt of your complaint within two working days of receipt. Please contact us for a copy of our complaints procedure. Should you be unhappy with the outcome of our investigation you may take your complaint to the Relevant Regulator.
6.2If for any reason the Senior Partner is unable to resolve yourcomplaint, the Solicitors Regulation Authority will provide complaints and redress mechanisms, details of which are available from us on request.
6.3If you are a member of the public, very small business, charity, club or trust, then you may have the right to complain to the Legal Ombudsman at the conclusion of our internal investigation. Normally you will need to bring a complaint to the Legal Ombudsman within six months after receiving a final written response from us about your complaint.
Solicitors Regulation Authority
Ipsley Court, Bennington Close, Redditch B98 0TD
P.O. Box 15870, Birmingham, B309EB
7.1You 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.
7.2In 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:
7.2.1you do not produce requisite due diligence material (see Clause 18);
7.2.2it is no longer appropriate or in your best interest for us to continue to act;
7.2.3there are fees which have been billed and which are overdue for payment; or
7.2.4a conflict arises.
7.3If 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 lawyer.
7.4In 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.
We reserve the right to provide the Services to any other client at our discretion and in accordance with the Bar and Law Society Rules.
9.1We 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.
9.2We 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.
10LIMITATION OF LIABILITY
10.1Should 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:
10.1.1you agree to make no claim against an individual partner or member of staff;
10.1.2our maximum liability to you is limited to £2,000,000 (two million), or five times the amount of our fees which have been paid in respect of such legal services, whichever is greater;
10.1.3we are not liable for indirect or consequential loss or loss of anticipated profit or other benefit; and
10.1.4you shall not be able to recover damages twice in respect of the same fact, matter or circumstance.
10.2In recognition of our policy of limiting partners’ personal liability you agree, on behalf of yourself and of any person or entity advancing any claim by or through you, that in any event:
10.2.1any claims against Collas Crill may only be enforced against those assets or property which comprise partnership assets or property of the Collas Crill entity which has contracted with you; and
10.2.2notwithstanding Clause 10.1.1, any claims against a partner of Collas Crill or other people from Collas Crill may only be enforced against the assets or the property of that partner liable to you for his or her personal wrongful act or omission. For these purposes, a partner’s wrongful act or omission includes any wrongful failure to properly supervise or control a person under his or her direct supervision or control.
10.3Collas Crill’s professional indemnity insurance applies to every Collas Crill entity and to all our Employees.
10.4Any amounts stated in this section may be converted into Singapore Dollars or US Dollars at the prevailing rate of exchange of the Royal Bank of Scotland International Limited.
11.1We 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.
11.2We 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:
11.2.1you 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;
11.2.2you 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; and
11.2.3should you not wish us to communicate with you via any particular method, you instruct us accordingly.
11.3We reserve the right to record telephone calls.
12STORAGE OF CLIENT DOCUMENTS
12.1After the completion of any matter, we are entitled to retain all papers and documents which have come into our possession or into existence in the course of our acting for you until all fees and disbursements have been settled in full.
12.2We 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. We are entitled to destroy any documents held by us pursuant to any engagement terms from the date falling 20 years after the completion of our services. 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.
12.3Should 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.
13WEBSITE AND INTELLECTUAL PROPERTY
13.1All 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 Firm for our own use and you acknowledge that you have no right of access or control over such information.
13.2Our 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.
13.3We do not guarantee that documents or files within this 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 this website. We do not endorse any information contained in any external internet sites and the links on this website do not imply any association with the policies of the organisations responsible for such websites.
14.1For information about the purposes for which we process your data and the grounds on which that processing occurs please see our Privacy Statement.
14.2In Jersey and Guernsey we are a registered data controller of personal data in relation to our clients and contacts under the Data Protection Legislation. We shall ensure that any personal data gathered under the Terms and Conditions will be processed in accordance with the requirements of the relevant and applicable Data Protection Legislation. We reserve the right to use any data for marketing and promotion of other services offered by us unless requested in writing by you not to do so. Your personal data will not be sold, or rented to third parties. However on occasion it may be passed to our agents for our own marketing purposes or to mailing houses or similar third parties who act solely on our behalf.
14.3You specifically consent to any collecting, processing and disclosing of Information for the purposes referred to above that may involve (i) the collecting and processing of personal data and/or sensitive personal data belonging to you, persons engaged or employed by you and other individuals and (ii) the transfer of Information, in accordance with applicable laws, both to and from the EEA (which for these purposes is deemed to include Jersey and Guernsey), including to jurisdictions where data protection laws may be weaker than those within the EEA.
14.4You can opt out of receiving these various communications, or update any of your personal data by contacting us in the Relevant Jurisdiction of your Service Provider as noted below:
The Data Protection Officer
125 Main Street
PO Box 144
British Virgin Islands
The Data Protection Officer
PO Box 709
Cayman Islands KY1-1107
The Data Protection Officer
PO Box 140
St Peter Port
The Data Protection Officer
Gaspé House, 66-72 Esplanade
The Data Protection Officer
Ocean Financial Centre
10 Collyer Quay
Alternatively to email us at email@example.com
Please mark all correspondence in this respect for the attention of the Data Protection Officer.
The Data Protection Officer
14.6You may request and receive copies of any personal data that we may hold about you. Should you wish at any time to receive a copy of this information, please contact the Data Protection Officer at either of the above addresses. Any such request should be in writing and should clearly identify you. You may request that any inaccuracies in the personal data we hold about you be corrected, and that any personal data that we hold about you, which we do not have a legitimate reason to retain, be erased.
14.7We endeavour to ensure that all data held is accurate, complete and up-to-date. We shall hold no more data than is necessary for the purpose for which it is held. It is our policy to review this data from time to time and delete those which are no longer necessary.
15.1We 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 and in all cases, where permitted by applicable law.
15.2We may disclose information to:
15.2.1our associated offices in other jurisdictions (which may be a partnership or entity that is distinct from the partnership or entity that you have instructed);
15.2.2credit reference or fraud prevention agencies, which may retain a record of the Information disclosed to it;
15.2.3other professional advisers instructed by or on your behalf;
15.2.4service providers that provide services to us (including, without limitation, our insurers, auditors and advisers and providers of telecommunications and computing facilities);
15.2.5individuals within your organisation and members of your group, if any; and
15.2.6third parties for marketing purposes and/or business development purposes where specifically permitted under these Terms or where you have authorised such disclosure.
15.3Notwithstanding the provisions set out in Clauses 15.1 and 15.2, we may disclose information which would otherwise be confidential if it is permitted by applicable law, and to the extent that it is:
15.3.1required by law;
15.3.2required 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;
15.3.3disclosed to the professional advisers, auditors and bankers of such party;
15.3.4information 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; or
15.3.5where 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).
16DISCLOSURE OF DOCUMENTS
16.1Where you are party to litigation, you are under a continuing obligation to the other parties to disclose at the appropriate stage in the proceedings all documents within your control (including video/audio recordings and electronically stored information) which:
16.1.1you rely on;
16.1.2adversely affect your own case;
16.1.3adversely affect another party’s case; and/or
16.1.4support another party’s case.
We will advise you specifically about this when appropriate.
16.2However, from the outset you must retain in a safe place all documents which could conceivably be relevant to your case, as we will need to review them in due course. If documents “go missing”, even inadvertently, the prospects of success of the matter may be severely prejudiced.
17REQUESTS FOR QUOTES OR MARKETING MATERIAL
17.1Unless 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; however, where such information is already in the public domain, we will assume that you have given your consent to the use of such information for publicity purposes.
17.2You 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.
18CLIENT DUE DILIGENCE AND ANTI-MONEY LAUNDERING
As part of our Client acceptance and customer due diligence procedure and to comply with the relevant legislation, we are required by anti-money laundering regulations 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.
We do not advise on any taxation issues relating to you or any matter upon which we have been instructed to advise, under Guernsey and/or Jersey law or otherwise. Furthermore, we may request to be provided with a copy of the tax advice received by you in respect of any such matter.
20LEGAL AND REGULATORY ISSUES OUTSIDE THE RELEVANT JURISDICTION
We are a recognised body for the purposes of the Solicitors’ Code of Conduct 2011 pursuant to which we are authorised to undertake the Services.
21SCOPE OF SERVICES
21.1Unless otherwise agreed with you our Services will relate only to the law and legal procedures that operate in England and Wales.
21.2The Services will not include advice on tax or the accounting implications of any transaction or any course of action, or tax or accounting issues generally.
21.3We will not be obliged to provide and accept no liability for any advice or work beyond the scope of our Services or in relation to factors of which we were not made aware of by you; and
21.4Whilst we will endeavour to meet any deadline that we agree with you for the performance of any Service, time shall not be of the essence of this contract.
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, flood, storm, earthquake, wars and riots.
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.
24JOINT AND SEVERAL LIABILITY
24.1Where the Client is more than one person:
24.1.1each such person 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;
24.1.2the obligations of the Client in connection with the matter shall be joint and several; and
24.1.3where we communicate with one of the parties which comprise the Client, such communication will be deemed to be with 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.
25LIABILITY TO THIRD PARTIES
Save 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.
26.1Both parties 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.
26.2We 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 elect to submit any dispute to arbitration, you will be bound by this election.
26.3Any such arbitration shall be conducted:
26.3.1in the Relevant Jurisdiction in the English language;
26.3.2in accordance with the Rules; and
26.3.3by a single arbitrator:
22.214.171.124to be agreed between the parties; or
126.96.36.199failing 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.
26.4The decision of any such arbitrator shall be final and binding upon the parties (save in the case of fraud).
27.1The construction, validity and performance of these Terms and Conditions shall be governed in all respects by the laws of the Relevant Jurisdiction.
27.2The courts of the Relevant Jurisdiction shall have exclusive jurisdiction in relation to any claim, dispute or difference concerning the engagement letter and any matters arising from it. Each party irrevocably waives any right it may have to object to an action being brought in those courts, to claim that the action has been brought in an inconvenient forum, or to claim that those courts do not have jurisdiction.