These terms of business (“Terms”) will apply to all instructions we re-ceive to provide services, unless we have agreed in writing to specific variations to them.
The word “we” means as the context permits:
Grant Thornton Limited, with its registered office at Kensington Cham-bers, 46/50 Kensington Place, St Helier, Jersey JE1 1ET, which trades from both:
(a) the Jersey office at the same address ("Grant Thornton Jersey"), and
(b) the Guernsey office, being PO Box 313, Lefebvre House, Lefebvre Street, St Peter Port, Guernsey, GY1 3TF ("Grant Thornton Guernsey"),
collectively known as “Grant Thornton Channel Islands” and the words “us” or “our” bear a corresponding meaning.
The words “Engagement Letter” means our clear statement of the terms and conditions of the engagement.
The words “Additional Terms” means any terms other than the terms set out in these Terms or in the Engagement Letter.
The word “Fees” means our charges and expenses for providing the Services.
The word “Services Contract” means these Terms, the Engagement. Letter and any Additional Terms governing the provision of our Services.
The word “Services” means the services to be delivered by us as de-scribed in the Engagement Letter;
The word “Client” means the party to who the Engagement Letter is
addressed, or which instructs us and is identified in the Engagement Letter, and "you" shall be construed accordingly.
The words “Grant Thornton Limited Person” means any one or all of our directors, employees and agents or sub-contractors appointed by us at our risk to assist us in providing the Services as the case may be together with any company or firm which is a member of, or is a subsidiary of, or is associated with (through a joint venture or otherwise).
In these Terms, reference to the singular includes the plural and vice versa and reference to the masculine includes the feminine and vice versa.
1. Our Services
1.1. We will deliver our Services in accordance with these Terms, the Engagement Letter and any Additional Terms governing the provision of our using reasonable skill and care.
1.2. Where the key individuals to be involved in delivering the Ser-vices have been named in the Engagement Letter, we will use reasonable endeavours to ensure that they are so involved. We try to maintain continuity in respect of the persons dealing with the work, but if we consider it appropriate to change, or cannot reasonably avoid changing, the people involved, we reserve the right to do so and shall notify the Client promptly of such change.
1.3. We will be entitled to appoint sub-contractors to assist us in delivering the Services. Where we appoint any sub-contractors under this clause, for all purposes in connection with the Services Contract their work will be deemed to be part of the Services we are providing.
1.4. For the purposes of delivering services to you or other clients, we and the Grant Thornton Limited Persons will be entitled to use or develop knowledge, experience and skills of general applica-tion gained through performing the Services subject to our obli-gations of confidentiality detailed in these Terms.
1.5. In the course of providing the Services to you we may show you drafts of any final report or other product of the Services for your comment. As any such draft document is subject to revision and alteration, no reliance may be placed on it without our prior written consent. In addition, we may have informal oral discussions with you about any document or ideas that may be contained therein. Such oral comments or advice will have no greater significance than explanations or other material contained in any report or other document and reliance should only be placed on information or comments set out in the final product of the Services unless we have given our prior written consent.
1.6We will have no responsibility to update any report or other product of the Services for events which take place after it is issued.
2.1. Instructions given by or on behalf of a Client may be accepted by any of us. We will be entitled to assume, unless and until advised to the contrary, that whoever gives us instructions has authority to do so.
2.2. We 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 that the Client gives us or that are purportedly given by or on behalf of the Cli-ent.
2.3. Our services will be provided in the utmost good faith. All law-ful and reasonable instructions will be carried out diligently, promptly and with reasonable skill and care.
3.1. Unless otherwise agreed or required by the Institute of Chartered Accountants in England and Wales, or any other applicable regulatory body, we expressly reserve copyright/intellectual
property rights in respect of any documentation, drafting or ad-vice provided to the client, whether oral or tangible. Documenta-tion, drafting and advice that we provide is only to be used by the Client for the specific purpose for which it was provided. The Client shall not, without our prior written consent, use such doc-umentation, drafting or advice in any way for any other purpose, neither shall the Client duplicate, amend, vary or adapt the doc-umentation or drafting in any way or allow any third party so to use the documentation or drafting, except as we shall otherwise agree in writing.
3.2. To the maximum extent permitted by law, the Client hereby undertakes to hold us harmless and to fully and effectively indemnify us and keep us indemnified against all actions, proceedings, claims, demands, damages, costs and other liabilities arising out of or in connection with any breach by the Client of the foregoing of this clause 3.1.
4.1. A “conflict of interest” exists where our professional duties to act in the best interests of two or more of our clients (including in certain circumstances former clients) in relation to the same or
related services, conflict with, or there is a significant risk that those duties may conflict with, our interests.
4.2. If this situation arises during the provision of our Services, we will discuss the position with you and determine the appropriate course of action. In order to protect your interests, our
professional rules may require us to stop acting for you in rela-tion to our Services and in such circumstances we will not be in breach of our contractual obligations nor will we incur any liabil-ity to you.
4.3. Before issuing an engagement letter we will need to complete a check for potential conflicts of interest. The Client represents that the Client has disclosed and promptly will disclose to us all persons and entities that have an interest in the relevant matter so that we may manage any conflict of interest.
4.4. The Client acknowledges that, unless there is a conflict of inter-est, we may act for any person on any matter including any mat-ter that may be adverse to the interests of the Client and/or any related party and the Client expressly waives any right to request us not to act, or to cease acting, in those circumstances.
5. Client Due Diligence and Anti-Money Laundering/Financing of Terrorism Procedures
5.1 We are required by law to apply certain measures designed to combat money laundering and the financing of terrorism. We reserve the right to apply such measures in respect of all Services provided to a Client. These measures include, but are not limited to, client identification and verification procedures.
5.2. Prior to providing an engagement letter to a Client, we will ask the Client to provide appropriate information and evidence to confirm the Client’s identity, and if applicable the identity of an-yone on whose behalf the Client is acting. If the Client is a cor-porate or other entity we may also be required to seek evidence as to the identity of the beneficial owner(s) and controller(s) of the entity. We may also seek information about matters including source of wealth and source of funds.
5.3. The Client is required to immediately notify us of any material changes in the beneficial ownership structure or control of the Client (or if the Client is a limited partnership, any material changes in the beneficial ownership or control of the general partner of the Client), of any change in its operational activities, and of any change in the usual residential, business, correspond-ence or email addresses, or in the contact telephone number of the directors, shareholders or general partners of the Client.
5.4. Where there is a material change in the beneficial ownership or control of the Client, the Client will provide us with such additional information as we may reasonably require in order for us to meet our obligations (whether such obligations arise pursuant to applicable laws or in order to satisfy our own internal procedures).
5.5. If we are not provided with such information as we reasonably require to enable us to meet our obligations, we may decline to provide Services, cease to act for the Client pending provision of such information and/or terminate our Services Contract with the Client.
6. Bribery and Corruption
6.1. We are committed to acting professionally and with integrity in the provision of our Services and do not tolerate bribery and
corruption of any sort.
6.2. Where we are aware of or suspect the occurrence of bribery or corruption in connection with the Client or with any service
provided to the Client, we may decline to engage with or termi-nate our contract with the Client at our discretion.
7. Provision of Information by the Client
7.1. To enable us to perform our Services, you will promptly supply all information and assistance and all access to documentation in your possession, custody or under your control and to personnel under your control, where required by us or which you would reasonably expect to be relevant to us to perform the Services we are providing. You will use your best endeavours to procure such information, assistance and access where it is not in your possession or custody or under your control. If requested by us you will confirm in writing such information as we may require from time to time. You will keep us fully informed of any
developments and information which may come to your atten-tion and which might have a bearing on the provision of our Services.
8. Data Protection & Confidentiality
8.1. We may need to process personal data about you and individuals associated with you (such as clients, staff, trustees and others), which could include the following: personal identification and contact details, employment related information or financial data. We will hold the personal data as Data Controller. Our privacy notice on our website contains further details as to how we may use, process and store personal data.
9.Other Professional Advisers
9.1. You will be responsible for the nomination, appointment and payment of other professional advisers who may be retained by you to advise you on a transaction or any matter in respect of which the Services are or may be supplied.
9.2. We will be entitled, with your prior written consent, to appoint other professional advisers to assist us in delivering the Services and to include their fees and expenses (and any goods and ser-vices (or similar) tax rendered in connection with the provision of such services, including but not limited to GST or VAT) as part of our charges. You will reimburse us promptly for such fees and
10. Our Fees
10.1. You will pay our Fees in accordance with these Terms or as otherwise agreed in writing. You will make payment of our Fees without any deduction whether by way of set-off, counterclaim or otherwise (unless you have a valid Court Order requiring an amount equal to such deduction to be paid by us to you) together with any GST/VAT thereon, if applicable.
10.2. Details of our charges, or how they will be agreed with you from time to time, are set out in the Engagement Letter. Unless
10.2.1our charges are based on time spent in performing the Services, by reference to our hourly rates at the time the work was done (which are based on the degree of responsibility and skill of our partners, employees or agents involved in delivering the Services);
10.2.2 any estimate or quotation that may have been supplied will not be regarded as a fixed quote;
10.2.3 our Fees will become payable within fifteen days of the invoice date; and
10.2.4 in the event our invoice is not settled in full by the due date, we reserve the right to charge interest on the unpaid amount of 1.5% per month (this rate applying both before and after any court award or judgment in our favour in respect of any outstanding balance).
11.1 Our aggregate liability to you and to all other persons (whether in contract, tort (including negligence), breach of statutory duty, restitution or otherwise) for all losses (including direct loss and indirect or consequential loss and including loss of business or profits) or costs suffered or incurred by you or any other person under or in connection with the Services Contract, howsoever caused arising out of or in connection with the Services (including but not limited to our failure to perform the Services) will be limited to the amount specified in the Engagement Letter or, if no such limit is speci-fied, £1,000,000.00.
11.2 Where there is more than one Client, the limit of liability specified in the Engagement Letter will be allocated between Clients (such that our total aggregate liability to the Clients does not exceed the limit of liability specified in the Engage-ment Letter or, if no such limit is specified, £1,000,000.00. It is agreed that such allocation will be entirely a matter for the Ad-dressees, who shall be under no obligation to inform Grant Thornton Limited and Grant Thornton Limited Persons of it, provided always that if (for whatever reason) no such alloca-tion is agreed, no Addressee shall dispute the validity, enforceability or
operation of the limit of liability on the ground that no such
allocation was agreed.
11.3. The liability of Grant Thornton Limited for all and any damag-es or losses (including direct loss and indirect or consequential loss and including loss of business or profits, interest and costs) (the "Total Damage") suffered or incurred by the Client shall be limited to the proportion of the Total Damage which may be justly and equitably attributed to Grant Thornton Limited after taking into account the contributory negligence (if any) of the addressee(s) and any other third party found to be liable to
contribute to the Total Damage.
11.4 We hereby exclude all liability for any losses arising from or in connection with the electronic communication of information between you and us.
12.1. You and any other person agree not to bring any claim in respect of loss or damage suffered by you losses (including di-rect loss and indirect or consequential loss and including loss of business or profits) or by any other person arising out of or in connection with the Services (including but not limited to non-performance of the Services by us) against any Grant Thornton Limited
Person. This restriction will not operate to limit or exclude the liability of Grant Thornton Limited for the acts of omissions of any Grant Thornton Limited Person.
12.2. Any claim by you or by any other person in respect of loss or damage suffered as a result of, arising from or in connection with the Services Contract (including but not limited to
non-performance of the Services by us), whether in contract or tort or under statute or otherwise (but excluding any claims in relation to tax work), must be made:
12.2.1. where Services have been delivered, within three years of the date on which the act or omission giv-ing rise to the claim was performed; and
12.2.2. if the Services Contract has been terminated, within three years of the date of termination.
12.3. For the purposes of this clause, a claim will be made when court or other dispute resolution proceedings are commenced. You agree that any amounts paid by us in respect of liabilities to you or to any other person under the Services Contract will be allo-cated among you and any other person as appropriate. This allo-cation is entirely a matter for you and you are under no obliga-tion to inform us of the allocation. You agree to indemnify us on demand against any claims made against us which dispute the va-lidity, enforceability or operation of the limitation of our liability under the Service Contract on the ground that no such allocation was agreed.
13.Third Party Claims
13.1. You agree that you will in accordance with this clause indemnify us and any Grant Thornton Limited Person (each an “Indemnified Party” and together “the Indemnified Parties”) on demand from and against all liability, claims, actions, proceedings, costs, damages or demands arising out of or in connection with unauthorised disclosure of the Services or any product thereof to any third party who is not entitled to rely on any work product produced by us in connection with the Ser-vices in accordance with these Terms. You will not however be responsible for any amounts which are finally determined by a court of competent jurisdiction to have resulted directly from the actions or negligence of an Indemnified Party.
13.2. You will in particular (but without limitation) promptly on demand reimburse to the Indemnified Parties all costs and expenses
incurred by the Indemnified Parties in connection with the investigation of, preparation for or defence of, any pending or threatened litigation or claim within the terms of the indemnity in clause 13.1 or any matter incidental thereto and, in the event of a final determination by a court of competent jurisdiction that indemnification is not appropriate (as set forth in the last sentence of clause 13.1), then in such event the sums already paid by you under this indemnity will be reimbursed in full.
13.3. The benefit of the indemnity in clause 13.1 will survive any termination of the Services Contract.
14.The Services Contract
14.1. The Services Contract sets out all the terms which the parties have agreed in connection with the Services. Any modifications or variations to the Services Contract must be in writing and signed by an authorised representative of each Party. Nothing in this clause will exclude any liability which one party would otherwise have to the other party in respect of any statements made fraudulently.
14.2. In the event of any inconsistency between the Engagement Let-ter and other elements of the Services Contract, the Engagement Letter will prevail. In the event of any inconsistency between these Terms and Conditions and any Additional Terms that may apply, the Additional Terms will prevail.
14.3. If a competent court declares any of the terms of the Services Contract unenforceable all other terms shall remain in full force and effect and the unenforceable term shall remain to the extent that it is enforceable.
15. Circumstances beyond our control
We will not be in breach of our contractual obligations nor will we incur any liability to you if we are unable to comply with the Services Contract as a result of any cause beyond our reasonable control. In the event of any such occurrence affecting us, we will notify you as soon as reasonably practicable and you will have the option of suspending or terminating the Services Contract by written notice taking effect immediately on delivery.
Failure by either Party to exercise or enforce any rights available to it will not amount to a waiver of any rights available to it.
17. Third Party Rights
The Parties reserve the right to rescind or vary the Service Contract or to vary any term of it without the consent of any third party
18.Termination of the Services Contract
18.1. Except where a procedure is specified at law:
18.1.1 you may withdraw your instructions to us to provide the Services at any time by written notice to us; or
18.2.2. we may suspend our provision of the Services or decline to act further by giving you written notice where we have reasonable grounds to do so (including failure by you to settle invoices in full on the due date).
18.2. In the event of early termination of the Services Contract, we will be entitled to payment of our Fees incurred up to the date of termination forthwith and in full.
19. E-mail Communications
19.1. If you have the necessary facilities we may use e-mail for communicating with you unless you tell us not to do so. You
accept and agree that:
19.1.1 Communications over the internet are not completely secure. You will let us know beforehand if there are any communications that should not be sent over the internet; and
19.1.2 Viruses or other harmful devices may be spread over the internet. We take reasonable precautions to prevent these problems by use of a fire wall and virus checking software. If we are to communicate by
e-mail it is on the basis that you agree to do likewise; and
19.1.3 You will inform us immediately if your e-mail details change.
20.1If you would like to talk to us about how we could improve our service to you, or if you are unhappy with the service you are receiving, please let us know by telephoning the director or other individual identified in the Engagement Letter or by contacting our Managing Director on 01534 885885.
20.2. We will carefully consider any complaint as soon as we receive it. If we do not answer your complaint to your satisfaction you may refer the matter to the Institute of Chartered Accountants in England and Wales.
21.1 International status:
For the avoidance of doubt please be aware that Grant Thornton International is not an international/global/worldwide
partnership or limited liability partnership either in relation to all of the members collectively or any two or more members togeth-er. In particular, Grant Thornton Limited does not carry on business in the United States of America or Canada and is a sepa-rately owned and managed business from entities known as Grant Thornton LLP carrying on business in those territories
21.2 Member firms of Grant Thornton International:
In the course of our work for you under this Con-tract/Engagement we may obtain advice and/or other services from one or more member firms of Grant Thornton Internation-al. You and we agree that in that event the terms of this Service Contract/Engagement will apply for the benefit of such members firm(s) of Grant Thornton International with respect to any work that they carry out in respect of or in relation to this Service Con-tract/Engagement.
Our staff are assigned to you on the mutual understanding that
neither party will offer employment to, nor employ, the staff of the other who have been involved during our assignment, or dealing with you, within twelve months unless written consent has been
obtained from either party. If such consent is given either party
reserves the right to bill an appropriate fee of 50% of the annual salary on appointment.
21.4. In the event of a seriously disruptive event occurring at any of our offices or to our systems, we shall endeavour to restore our service as soon as possible. In such event there is likely to be some effect upon our service levels. We cannot accept responsibility for any delay caused by such disruption or for any other consequences
beyond our reasonable control.
22. Governing Law and Jurisdiction
22.1 These Terms are governed by (a) Jersey law in so far as they relate to the provision of services by Grant Thornton Jersey and (b) Guernsey Law in so far as they relate to the provision of ser-vices by Grant Thornton Guernsey.
22.2 The Client agrees to submit to the non-exclusive jurisdiction of (a) the Royal Court of Jersey to settle any dispute that arises out of or in connection with these Terms in so far as they relate to the provision of services by Grant Thornton Jersey and (b) the Royal Court of Guernsey to settle any dispute that arises out of or in connection with these Terms in so far as they relate to the provision of services by Grant Thornton Guernsey.