Terms of Business

Definitions

In these Terms of Business:

Engagement Terms means these Terms of Business together with our letter of engagement.

Regulation means any law, order, rule of court, regulation or rule or code of professional conduct from time to time with which we are obliged to comply.

Representative means any person notified to us as being, or appearing to us (acting reasonably) to be, your representative, agent, advisor or other intermediary and where such person is a firm, business or other organisation includes any person acting, or appearing to us (acting reasonably) to be acting, on their behalf.

Services means legal services provided by Ward Yates to you in respect of a matter detailed in our letter of engagement.

Engagement Terms

The Engagement Terms govern the basis on which we provide the Services to you. Where there is any inconsistency between our letter of engagement and these Terms of Business, the terms of the letter of engagement shall prevail. Any Services that we provide, including any Services provided prior to our receipt of a signed copy of our letter of engagement, will be governed by our Engagement Terms.

We reserve the right to vary these Terms of Business at any time without giving prior notice or obtaining your consent. If we vary these Terms of Business whilst we are providing Services to you, we will use reasonable endeavours to notify you of such variation where we consider it to be material to you. The Terms of Business as varied from time to time will from the date of such variation supercede and govern the basis upon which we provide the Services to you, save where the variation is inconsistent with the letter of engagement.

Services

Ward Yates provides legal services. Unless expressly set out in our letter of engagement, we do not advise on any matters governed by the laws of any jurisdiction other than Jersey. We do not provide tax or investment advice and will not be responsible for any tax consequences that arise from reliance upon our legal advice or documentation. All Services will be provided with reasonable skill and care by, or under the supervision of, a Jersey qualified lawyer or, where our engagement letter provides that we will advise on matters governed by the laws of another jurisdiction, by, or under the supervision of, a lawyer qualified to provide such advice. We will keep you informed of the progress of the Services and will provide a progress report on request.

In relation to the Services, we owe a duty of care to you as our client and, unless otherwise agreed by us in writing, to no one else.

We will not be liable for any failure or delay in providing any Services as a result of any event or circumstance beyond our control, including without limitation, war, fire, flood, strike, or riot.

Where, in connection with the Services, we instruct a third party on your behalf, we shall not be liable to you or to anyone else for any act or omission of such third party.

Compliance

In providing the Services we are obliged to comply with Regulations, including those relating to anti-money laundering, and professional guidelines, including the Jersey Law Society Code of Conduct.

Where in our opinion compliance with such Regulations and guidelines requires us to do or refrain from doing anything in relation to the Services or to transfer or not transfer or otherwise deal with or refrain from dealing with any monies or assets that we may hold or control for you on account or otherwise, we shall not be liable to you for any loss whatsoever arising from our action or inaction, notwithstanding any instruction or direction from you or your Representative.

In particular, if you fail to provide us with information and documentation as and when we require it and in a form acceptable to us, in order to identify and verify your identity to our satisfaction, we may without liability decline to provide the Services and/or suspend and/or terminate our engagement with you.

Fees and expenses

The basis upon which fees and expenses will be charged are set out in our letter of engagement.

Where any fees or expenses in relation to a matter are not paid when due, we may require payment of such fees and expenses and/or a payment on account of anticipated fees and expenses before continuing with the provision of the Services.

 

Communication

We will communicate with you and your Representatives by whatever means appears most appropriate to us using contact details provided by you or a Representative. If you have a preferred method of communication please let us know.

We shall not be liable for any delay, non-delivery, unauthorised interception, redirection, copying or reading of any communication or any data corruption, virus or similar issues which may arise in relation to any communication.

Data and file retention

We do not provide safe custody or similar services unless otherwise expressly agreed in writing. All correspondence and documents held by us on your behalf are held at your risk and we shall not be liable for their loss, damage or destruction.

We may retain and take physical and/or electronic copies of any correspondence and documents which we hold from time to time as a result of providing the Services.

Subject to the Regulations, we may at our discretion destroy any such correspondence and documents and copies thereof from the date falling 20 years after the earlier of the completion of the Services and termination of our engagement.

Data protection

We comply with all Regulations relating to data protection. As such we are obliged to keep your personal data confidential save in certain limited circumstances. We reserve the right to use your personal data for marketing and promotion unless you request otherwise. Where any of your Representatives are outside of the EU and we send them data in relation to the provision of the Services, you acknowledge and agree to your data being sent to them, notwithstanding that the laws of the jurisdiction of such Representative may not be equivalent to the data protection legislation in Jersey.

Client Money

We may from time to time agree to hold funds on your behalf and where we do so we shall place such funds in a client account with a bank of our choice. We will comply with the Jersey Law Society Code of Conduct in relation to any such monies in respect of utilisation and payment of interest. We accept no responsibility for the performance, including without limitation the solvency, of any bank holding client monies.

Conflicts and non-exclusivity

We reserve the right to provide legal services to any other person or entity. In the event that we become aware of a potential or actual conflict of interest or duty, we will notify you as soon as practicable (though we are not obliged to notify you of the nature of any such conflict). Subject to the Regulations (in particular the Jersey Law Society Code of Conduct), we may in such circumstances put procedures in place to manage such conflict or may decline or cease to act for you.

Limitation of liability

We maintain professional indemnity insurance.

Our liability to you in respect of the Services is limited to the sum set out in the letter of engagement or if no sum is set out the sum of £5,000,000 (five million pounds sterling).

We are not liable for indirect or consequential loss, nor are we liable for any loss of anticipated profit or other benefit. Our Services are provided to you on the basis that you specifically agree any claim will be made against Ward Yates and will be enforced only against the assets of Ward Yates and, apart from the assets of Ward Yates, you shall have no recourse to the personal assets of any partner, consultant or employee of Ward Yates or any of their personal representatives or related persons.

If any third party is also responsible for any of the loss or damage suffered by you in connection with the Services, then our liability to you shall be reduced accordingly and will be limited to our fair share of such losses or damages irrespective of whether you are able to recover from such third party.

Client confidentiality

We comply with all Regulations relating to client confidentiality. We will not disclose to any third party any confidential information which we may obtain in relation to you and your affairs except:

–        where we consider it necessary in order to discharge our duties to you;

–        to any third party to whom we have delegated any of our functions;

–        where we are required to do so by Regulation;

–        to our or your professional advisers, auditors and bankers;

–        where such information has come into the public domain other than through improper disclosure by us;

–        where we obtained or independently developed such information on a non-confidential basis.

Complaints

If you have any concerns about the provision to you of any Services, you should raise these with Nick Ward or Victoria Yates of Ward Yates in the first instance. If you remain dissatisfied, you may contact the Law Society of Jersey, P.O. Box 493, St Helier, Jersey JE4 5SZ, or email ceo@jerseylawsociety.je. The Law Society of Jersey may in some circumstances assist to resolve any dispute in accordance with its own resolution procedures, or by conciliation or mediation, or by implementing any appropriate professional disciplinary procedures.

Termination

Our Engagement Terms may be terminated at any time by you or us giving reasonable notice.

Any such termination will not prejudice any contractual rights or other rights or duties which exist at the time of such termination. In particular, you will remain liable for any fees and disbursements outstanding at the time, all unbilled time costs and disbursements and any time costs and disbursements incurred by us in relation to transferring your matters to another firm or lawyer. You acknowledge that we have both a legal right (a lien) and a contractual right to retain any documents or client monies held by us until all such liabilities have been settled in full.

Governing Law

The Engagement Terms shall be governed by the laws of Jersey and you irrevocably submit to the exclusive jurisdiction of the courts of Jersey.

 

WARD YATES

August 2014