APPENDIX 1
STANDARD CONDITIONS OF BUSINESS
1. Applicable law
Our engagement letter, the schedule of services and our standard terms and these Conditions of Business are governed by and are to be construed in accordance with Isle of Man law. Each party agrees that the courts of the Isle of Man will have exclusive jurisdiction in relation to any claim, dispute or difference concerning this engagement letter and any matter arising from it. Each party irrevocably waives any right to object to any action being brought in those Courts, to claim that the action has been brought in an inappropriate forum, or to claim that those Courts do not have jurisdiction.
2. Client identification
As with other professional services firms, we are required to identify our clients for the purposes of the UK anti-money laundering legislation. We may request from you, and retain, such information and documentation as we require for these purposes and/or make searches of appropriate databases.
3. Complaints
We are committed to providing you with a high-quality service that is both efficient and effective. However, should there be any cause for complaint in relation to any aspect of our service please contact Jessica Jones. We agree to look into any complaint carefully and promptly and do everything reasonable to put it right.
4. Confidentiality
Communication between us is confidential and we shall take all reasonable steps to keep confidential your information except where we are required to disclose it by law, by regulatory bodies, by our insurers or as part of an external peer review. Unless we are authorised by you to disclose information on your behalf this undertaking will apply during and after this engagement.
Any product of our services released to you in any form or medium shall be supplied by us on the basis that it is for your benefit and information only and that, save as may be required by law or by a competent regulatory authority (in which case you shall, unless prohibited by law, inform us in advance), it shall not be copied, referred to or disclosed, in whole (save for your own internal purposes) or in part, without our prior written consent.
Our services shall be delivered on the basis that you shall not quote our name or reproduce our logo in any form or medium without our prior written consent. You may disclose in whole or in part any product of our services to your legal and other professional advisers for the purposes of your seeking advice in relation to our services, provided that when doing so you ensure that:
• disclosure by them (save for their own internal purposes) or use by them apart from advising you is not permitted without our prior written consent, and
• to the fullest extent permitted by law we accept no responsibility or liability to them in connection with the services.
5. Data Protection
We confirm that we will comply with the provisions of the Data Protection Act 1998 when processing personal data. In order to carry out the services of this engagement and for related purposes such as updating and enhancing our client records, marketing, analysis for management purposes and statutory returns, legal and regulatory compliance and crime prevention we may obtain, process, use and disclose personal data.
6. Electronic and other communication
Unless you instruct us otherwise we may, where appropriate, communicate with you and with third parties via email or by other electronic means. The recipient is responsible for virus checking emails and any attachments.
With electronic communication there is a risk of non-receipt, delayed receipt, inadvertent misdirection or interception by third parties. We use virus-scanning software to reduce the risk of viruses and similar damaging items being transmitted through emails or electronic storage devices. However electronic communication is not totally secure and we cannot be held responsible for damage or loss caused by viruses nor for communications which are corrupted or altered after despatch. Nor can we accept any liability for problems or accidental errors relating to this means of communication especially in relation to commercially sensitive material. These are risks you must agree to bear in return for greater efficiency and lower costs. If you do not wish to accept these risks please let us know and we will communicate by paper mail, other than where electronic submission is mandatory.
Any communication from us sent to you through the post system is deemed to arrive at your postal address two working days after the day that the document was sent.
8. Fees and payment terms
Our invoices are due for payment upon presentation unless otherwise agreed in writing. Our fees are exclusive of VAT which will be added where it is chargeable.
9. Intellectual property rights
We will retain all copyright in any document prepared by us during the course of carrying out the engagement save where the law specifically provides otherwise. The format our reports are the intellectual property of Reporting Services Limited and you are not permitted to copy, reproduce, re-use or discuss our intellectual property with anyone outside of your company without the written permission of Reporting Services Limited.
10. Interpretation
If any provision of this engagement letter or its schedules is held to be void, then that provision will be deemed not to form part of this agreement and the remainder of this agreement shall be interpreted as if such provision had never been inserted.
In the event of any conflict between these terms of business and the engagement letter or appendices, the relevant provision in the engagement letter or schedules will take precedence.
11. Limitation of liability
We will provide our services with reasonable care and skill. Our liability to you is limited to losses, damages, costs and expenses directly caused by our negligence or wilful default.
Exclusion of liability for loss caused by others
We will not be liable to the extent that losses, penalties, surcharges, interest or additional liabilities are caused by the acts or omissions of any other person (other than our subcontractors). To the extent that losses, penalties, surcharges, interest or additional tax liabilities are caused by the acts or omissions of our subcontractors, our liability will be limited to any sums that we receive from the subcontractor in this regard.
We will not be liable to the extent that losses, penalties, surcharges, interest or additional liabilities are due to the provision to us of incomplete, misleading or false information or if they are caused by a failure to provide us with relevant information at all or within the timescale required by us.
Exclusion of liability in relation to circumstances beyond our control
We will not be liable to you for any delay or failure to perform our obligations if the delay or failure is caused by circumstances outside our reasonable control.
Exclusion of liability relating to the discovery of fraud etc
We will not be responsible or liable for any loss, damage or expense incurred or sustained if information material to the service we are providing is withheld or concealed from us or misrepresented to us. This applies equally to fraudulent acts, misrepresentation or wilful default on the part of any party to the transaction and their directors, officers, employees, agents or advisers.
Indemnity for unauthorised disclosure
You agree to indemnify us and our agents and keep us and our agents indemnified in respect of any claim (including any claim for negligence) arising out of any unauthorised disclosure by you or by any person for whom you are responsible of our advice and opinions, whether in writing or otherwise. This indemnity will extend to the cost of defending any such claim, including payment at our usual rates for the time that we spend in defending it.
12. Limitation of third party rights
The advice and information we provide to you as part of our service is for your sole use and not for any third party to whom you may communicate it unless we have expressly agreed in the engagement letter that a specified third party may rely on our work. We accept no responsibility to third parties, including any group company to whom the engagement letter is not addressed, for any advice, information or material produced as part of our work for you which you make available to them. A party to this agreement is the only person who has the right to enforce any of its terms and no rights or benefits are conferred on any third party under the Contracts (Rights of Third Parties) Act 1999.
13. Reliance on advice
We will endeavour to record all advice on important matters in writing. Advice given orally is not intended to be relied upon unless confirmed in writing. Therefore, if we provide oral advice (for example during the course of a meeting or a telephone conversation) and you wish to be able to rely on that advice, you must ask for the advice to be confirmed by us in writing.