These terms of business (“Terms”) will apply to all instructions we receive 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 Chambers, 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 Is-lands” and the words “us” or “our” bear a corresponding meaning.
The words “Engagement Letter” means the letter sent to the Client referencing these Terms and setting out the Services to be provided.
The words "Confidential Information" means any information that has been or will be made available, directly or indirectly, by the parties to one another in connection with the Services, that is expressly marked or communicated as confidential or which is of such a nature that a recipient would reasonably consider it confidential, including without limitation trade secrets, financial statements and information , business plans, strategic plans, proprietary market information, analyses, and any other strategic, competitively sensitive, or proprietary information shared between the parties but excluding information that: (a) is or becomes generally available in the public domain through no fault of either the recipient or those to whom the recipient has disclosed such information and/or (b) was or becomes known to the recipient free of any obligation of confidence; and/or (c) was developed by a party independently of the other’s Confidential Information.
- 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 described in the Engagement Letter;
- The word “Client” means the party to whom 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 the Services Contract governing the provision of our using reasonable skill and care.
1.2 Where the key individuals to be involved in delivering the Services 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 application gained through performing the Services subject to our obligations of confidentiality de-tailed 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.
1.6 We will have no responsibility to update any re-port 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 Cli-ent gives us or that are purportedly given by or on behalf of the Client.
2.3 Our services will be provided in the utmost good faith. All lawful 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 advice provided to the client, whether oral or tangible. Documentation, 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 documentation, draft-ing or advice in any way for any other purpose, neither shall the Client duplicate, amend, vary or adapt the documentation 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.
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 relation to our Services and in such circumstances we will not be in breach of our contractual obligations nor will we incur any liability to you.
4.3 For the avoidance of doubt, we may determine that a conflict of interest may be managed appropriately via the use of separate engagement teams and/or information barriers. Where such processes are followed and such measures are in place, you agree that this will be sufficient to manage the relevant conflict of interest.
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 interest, we may act for any person on any matter including any matter that may be ad-verse to the interests of the Client and/or any re-lated 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 launder-ing 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 Cli-ent, we will ask the Client to provide appropriate information and evidence to confirm the Client’s identity, and if applicable the identity of anyone on whose behalf the Client is acting. If the Client is a corporate 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, correspondence 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 terminate 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 posses-sion, 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 ac-cess 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 attention and which might have a bearing on the provision of our Services.
8. Data Protection & Confidentiality
8.1 “DP Legislation” means (in each case to the extent applicable to each engagement):
8.1.1 General Data Protection Regulation, Regulation (EU) 2016/679) (the "GDPR")
8.1.2 The GDPR as it forms part of the laws of the United Kingdom by virtue of section 3 of the European Union (Withdrawal) Act 2018 and as amended by the Data Protection, Privacy and Electronic Communications (Amendments etc.) (EU Exit) Regulations 2019 together with the UK Data Protection Act 2018;
8.1.3 The Data Protection (Jersey) Law 2018 and the Data Protection Authority (Jersey) Law 2018;
8.1.4 Data Protection Act 2018, the Data protection (Application of GDPR) Order 2018, the GDPR and LED Implementing Regu-lations 2018 and any laws, orders, rules, regulations or guidance made or issued thereunder; and
8.1.5 The Data Protection (Bailiwick of Guernsey) Law, 2017 (as amended).
8.2 In this clause 8, words and phrases defined in the DP Legislation shall bear the same meanings ascribed to them in the DP Legislation.
8.3 In the course of providing our services, we may collect and process your personal data (where you are a natural person) and/or the personal information of other relevant individuals connected to you (such as your directors, officers, employees, beneficial owners or advisors) (where such you and such other relevant individuals shall together be referred to as the "Relevant Individuals".)
8.4 In providing our services and processing personal data, we shall act as controller in respect of personal data relating to Relevant Individuals and we shall at all times comply with applicable DP Legislation.
8.5 We may collect, use and process personal data during the course of providing our services in accordance with such privacy notice as we may publish from time to time on our website (at https://www.grantthorntonci.com/en/privacy-policy1/) (the "Privacy Notice")and as set out in these Terms and in particular we may collect and process personal data for:
8.5.1 the provision of our services and any purpose ancillary to the provision of our services (including, without limitation per-forming appropriate anti money launder-ing/countering the financing of terrorism procedures, undertaking conflict of interest checks, archiving, client and matter management); and/or
8.5.1 otherwise in connection with our business (including, without limitation in connection with marketing, business development, know how, credit control and debt management, analysis of our business and generation of internal reports and ac-counts and assessment of legal and financial risks to our business).
8.6 We may share personal data with other Grant Thornton entities or personnel , our subcontractors or other parties who facilitate our business.
8.7 You shall comply at all times with any applicable DP Legislation in your dealings with us and in particular you warrant and confirm that:
8.7.1 you have all necessary authority to provide the personal data on behalf of each Relevant Individual; and
8.7.2 you will make the Privacy Notice (as amended from time to time) available to each Relevant Individual and draw their attention to it.
8.8 The parties shall keep each other’s Confidential Information confidential and use it:
8.8.1 only to perform or receive the Services; or
8.8.2 for exercising their rights or per-forming their obligations under this Agreement and for the purposes of com-plying with their legal and regulatory obligations (which shall be deemed to include reasonable and secure use for corporate governance purposes).
8.9 We may disclose Confidential Information where necessary for the proper performance of the Services and to:
8.9.1 our associated offices in other jurisdictions (which may be an entity that is dis-tinct from the entity which you have instructed);
8.9.2 credit reference or fraud prevention agencies, which may retain a record of information disclosed to it;
8.9.3 other professional advisers instructed by you or or on your behalf;
8.9.4 service providers that provide services to us (including, without limitation, our insurers, auditors and advisers and providers of telecommunications and computing facilities);
8.9.5 individuals within your organisation and members of your group (if any) and
8.9.6 to third parties for marketing purposes and/or business development purposes where specifically permitted under the Service Contract or where you have provided prior written authorisation for such disclosure.
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 con-sent, to appoint other professional advisers to assist us in delivering the Services and to include their fees and expenses (and any goods and services (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 expenses.
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 otherwise stat-ed:
10.2.1 our 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 deliver-ing 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);
10.2.5 where there is more than one addressee of our Engagement Letter, you shall be jointly and severally liable for our fees unless the Engagement Letter provides otherwise;
10.2.6 If we are required by any law or regulation or by the order of a court or tribunal of competent jurisdiction to make any disclosure or to provide information or produce documents relating to the Services, you shall pay our fees incurred in satisfying such requirements based on our standard rates at the time and any costs, expenses and applicable taxes (including any applicable GST).
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 specified, £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 Engagement 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 Addressees, who shall be under no obligation to inform Grant Thornton Limited and Grant Thornton Limited Persons of it, provided always that if (for what-ever reason) no such allocation 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 damages 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 Cli-ent 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 direct 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 re-spect 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 giving 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 allocated among you and any other person as appropriate. This allocation is entirely a matter for you and you are under no obligation to inform us of the allocation. You agree to indemnify us on demand against any claims made against us which dispute the validity, 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 Services 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 extinguishes all previous agreements, promises, representations, and under-standings between the Parties, to the extent only that they relate to the relevant Services identified in the Engagement Letter. For the avoidance of doubt, you may have a number of differ-ent Services Contracts with us and an Engagement Letter may cover either a single Service or multiple Services.
14.2 The current form of these Terms may be inspected at our addresses stated in clause 1 above during normal business hours or on our website (https://www.grantthorntonci.com/).
14.3 We may amend and vary these Terms from time to time, including during the provision of the Services without the prior consent of the Client. The Client shall be bound by any amendment or variation to these Terms as and when a copy of the revised document becomes available for inspection at our addresses stated in clause 1 above, or on our website. These Terms shall not be capable of variation or amendment orally or by course of conduct.
14.4 Where we act for the Client on more than one service we shall not be required to provide these terms to you in respect of each new service.
14.5 Any modifications or variations to the Engagement Letter or to the Additional Terms 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.
14.6 In the event of any inconsistency between the Engagement Letter and other elements of the Services Contract, the Engagement Letter will prevail. In the event of any inconsistency be-tween these Terms and Conditions and any Additional Terms that may apply, the Additional Terms will prevail.
14.7 If a competent court declares any of the terms of the ServicesContract unenforceable all other terms shall remain in full force and effect and the unenforceable term shall remain to the extent that it is enforceable.
14.8 In entering into the Services Contract Agreement, you confirm that you have not relied on any statement, representation, assurance, or warranty (made innocently or negligently) unless it is set out in the Services Contract.
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 reason-ably 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 like-wise; and
19.1.3 You will inform us immediately if your e-mail details change.
20.1 If 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 com-plaint to your satisfaction you may refer the matter to the Institute of Chartered Accountants in England and Wales.
21. Other matters
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 together. In particular, Grant Thornton Limited does not carry on business in the United States of America or Canada and is a separately 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 International. You and we agree that in that event the terms of this Service Con-tract/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 re-serves 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 occur-ring 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 services 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.