Standard Terms

INTRODUCTION
These Standard Terms and the covering Letter of Engagement include the information we are required by the Code of Conduct of the Jersey Law Society to supply all clients.  All work carried out for you is subject to these Standard Terms and the terms set out in the covering Letter of Engagement, except to the extent that any changes are expressly agreed in writing by a Partner of Viberts.
These Standard Terms and the covering Letter of Engagement are effective from the outset of our relationship with you or after five business days from the date of supply of these Standard Terms to you if you are an existing client.
Our aim is to make our terms of business as clear and concise as possible but please contact us if you would like a more detailed explanation of any of the terms.

1 INSTRUCTIONS
 In these terms "we" and "us" refer to Viberts and "you" refers to the client or clients.  Our responsibility is only to you as the client.  We shall not be under a duty to, nor have responsibility towards, any other person in connection with the work we have agreed to
undertake (unless that person is also a client in relation to the work), even if the objective
of your instructions is to confer a benefit upon such a person.

2 CONFIDENTIALITY
We shall keep confidential all information and documents concerning the business in respect of which we are requested to provide Legal Services and any transaction or matter involving you unless:
a. We are required to disclose information under the law and regulations of Jersey including Anti-Money Laundering legislation or by order of the Jersey courts or any other courts of competent jurisdiction.   Should we be so required, we will, to the extent we are permitted, endeavour to give you as much advance notice as possible of the disclosures we are obliged to make; or
b. We are authorised to disclose any information by you; or
c. Where we are working with other advisors on your behalf, unless you expressly otherwise instruct us, we will disclose such information to them in furtherance of the provision of Legal Services as in our view is appropriate; or
d. The information concerned is already in the public domain; or
e. It is necessary to do so to defend any claim against us.

3 LEGAL SERVICES
We shall provide Legal Services on the following terms:
You should unless otherwise agreed, provide initial instructions in writing.  It is vital that you provide us with all relevant information (including electronically held information) and documents and indicate any gaps in the information and keep us informed of any material changes in your instructions, knowledge or circumstances on any matter having a bearing on the matter.
We shall not do anything or be required to do anything which in our opinion may conflict with the laws and regulations of Jersey or the terms of any permits, consents, licences or applicable codes of practice made thereunder by any competent authority in Jersey nor shall we be required to do anything which may give rise to any risk of criminal or civil liability or prosecution in any part of the world.

4 THIRD PARTY ADVISERS
 Should you appoint or have appointed another adviser in connection with the work we
have agreed to undertake and the other adviser asks you or has asked you to limit or
restrict his liability to you, you agree you will let us know in case this should have an
impact on our liability to you.
We reserve the right, wherever we consider it necessary or appropriate in providing the Legal Services, to delegate our responsibility or function to or seek advice from any third party or agent in other jurisdictions. 

5 CLIENT MONIES
Unless we agree otherwise with you, any money we hold for you will be deposited with a
clearing bank.  We will not be responsible for any loss due to any mistake by or failure of
the clearing bank.
Further unless otherwise agreed with you, we will, unless the Code of Conduct gives guidance, account to you for any interest exceeding £20 earned on cleared funds held by us for you for more than seven days as follows:

? In excess of £2,500 held in excess of 8 weeks
? In excess of £5,000 held in excess of 4 weeks
? In excess of £10,000 held in excess of 2 weeks
? In excess of £20,000 held in excess of 1 week

All monies held in our clients’ account will be held to your order or as instructed by you subject to the restrictions imposed by Anti- Money laundering legislation and will only be paid out on your express written instructions and subject to our having satisfied all regulatory including Anti-Money Laundering requirements (less tax where required by law to be deducted) in respect of monies so held and the payee.

6 FEES AND DISBURSEMENTS
6.1  Time Based Fees

In the absence of any agreement to the contrary, we will charge for the Legal Services on the basis of the time spent in carrying out the work.  Time spent will include time spent in conducting customer due diligence procedures.

Time based fees will be charged at varying rates depending on the nature of the work and the level of the partner or other lawyer / legal executive undertaking such work.  Our charge out rates are reviewed annually from 1 February.  You will be notified in writing of any increased rate.  The precise rate will be based on a number of factors including:

a. If we need to work on your matter outside normal office hours, we reserve the right to increase the level of our hourly rates; 
b. Whether the work required to be done is of a routine nature of a complex and novel nature in relation to a specific transaction;
c. Whether there is specialised legal knowledge required in connection with the advice;
d. The amount of information and  / or the volume of documents which we may have to review in connection with the legal advice;

If for any reason, this matter does not proceed to completion, we will charge you for work done and expenses incurred.
 

Where you request an estimate of fees unless it is otherwise agreed with you, the estimate provided is an indication of the amount which we anticipate as being the likely charge. The estimate provided shall not be taken as a fixed fee for the work required or for the transaction unless we specifically confirm that the amount is a fixed fee.  No estimate or quote will be effective unless given in writing.   An estimate or quotation will be on the basis of the information you have given us, that you provide us with all key information and documents, that there are no material changes of instruction, there are no material changes of circumstances, the fee does not include disbursements and costs, there are no unforeseen complex legal or other issues and we do not need to liaise with other non identified parties.  Our charges may therefore differ from estimates and quotations which are provisional. If it becomes necessary to increase the fee estimate we will notify you in advance of the increase.

6.2      Disbursements

You are required to pay for all disbursements made on your behalf.  These include stamp fees, company searches, photocopying, telephone calls, facsimiles charges, couriers, travelling, court fees, research, and all costs in engaging other advisors and all out of pocket expenses incurred.   We will require payments on account of future fees and third party costs before they are incurred unless we agree in advance and in writing not to do so.

6.3       Goods & Service Tax (GST)

As per the Goods and Service Tax (Jersey) Law 2007, we are obliged to charge GST (where applicable) or any other similar tax in respect of any of the services which we provide to Jersey residents.  We will add the relevant tax to our charges and disbursements (where applicable) at the rate in force from time to time.  All estimates or quotes given by us (or on our behalf) are given exclusive of any goods and services tax or any other similar tax unless otherwise expressly stated.

If your organisation is registered as an International Service Entity (ISE) please provide us with a copy of your end user certificate to qualify for Exempt Status.

7 BILLING & PAYMENT TERMS
To help you budget, we will send you an interim bill for our costs and disbursements approximately every month while the work is progressing.  A final bill will be sent after completion of work. 
7.1  Interest Charges
Payment of our interim and final bills is due within 28 days of the bill date.  Interest will be charged on bills which are not paid at 1.5% per calendar month or part thereof.  If you do not pay our bill within 28 days of the invoice date, interest will be charged on a daily basis or if the amount is recovered following the issue of court proceedings at the rate payable on judgment debts.
Where any bills remain outstanding for more than 60 days beyond their invoice date we reserve the right to cease providing any Legal Services until all outstanding bills and interest thereon have been settled in full and an amount has been received on account of future fees and disbursements.
7.2     Credit Card & Debit Card Payments
Whilst we accept payments by Credit Cards for fees and disbursements please note a 2% surcharge will be added to the value of this payment to cover bank charges.  There is no charge for payments via Debit Cards. 
 

8 COMMUNICATION
You will keep us informed if your contact details change to enable us to communicate with you promptly at all times and especially if the matter is urgent or sensitive.   If you do not wish us to communicate with you by any particular method then you must instruct us accordingly.  We reserve the right to record telephone calls.  Where you send us a communication from a particular address, e-mail address or number we may respond to that address, e-mail address or number unless you specifically request us not to do so.
8.1  Electronic Communication
Unless otherwise directed by you, we may correspond by means of electronic mail.
We each agree to use commercially reasonable procedures to check for commonly known viruses before sending information electronically, but we recognise that such procedures cannot be a guarantee that transmissions will be virus free.
You agree to accept the risks of using electronic mail, including but not limited to the risks of viruses, interception, unauthorised access, delay, mis-routing and breakdown of service providers.

Electronic mail may be monitored for the purposes of ascertaining compliance with the Solicitors Regulation Authority’s and our regulatory practices and procedures.

9 STORAGE OF PAPERS AND DOCUMENTS
 On completion of our work, we are entitled to keep all your papers and documents while there is money owing to us for costs and disbursements.  We will keep your file of essential papers (except for personal papers which will be returned to you) for twenty years.  After twenty years, our continued retention (whether in electronic form or otherwise) of files, papers and documents is on the clear understanding that we reserve the right to destroy all such papers and documents at such time as we consider appropriate unless we have been instructed and agree to the contrary at or prior to the termination of our instructions in relation to the particular matter in which we have provided Legal Services.
 Should you ask us to deposit documents in safe custody, we will retain them until you
request their return.  We will not destroy documents kept in safe custody, but we do reserve the right to charge if we feel necessary.

If we retrieve files or documents from storage in relation to continuing or new instructions, we reserve the right to charge for doing so.

10 MONEY LAUNDERING REGULATIONS
We are required by law to undertake Client due diligence procedures before accepting your instructions and this will include us asking for evidence of your identity as follows:
? Recent utility bill or bank statement showing your current residential address; and
? Sight of your passport or driving licence and we will take a copy of these documents or you can provide us with certified copies of them.
We will also need to enquire of the source of your funds for certain types of transactions and may request you provide us with substantiating evidence. For corporate and trust clients we will also need to obtain information about persons who have substantial interests in or control over the client entities under management.   Whilst completion of our due diligence measures is pending, we will normally be unable to begin acting for you and unable to receive payments into our client account.
If you do make payment into our client account before completion of due diligence procedures we will be unable to make payment of these funds to third parties or to return them to you until the due diligence procedures are completed satisfactorily.  In the event the due diligence procedures are not completed before your instructions are cancelled or we decline your instructions as required by law because of non-completion of the procedures in a reasonable time, we will have to seek the direction of the authorities before returning monies you have paid into our client account to you. 
In accordance with money laundering reporting legislation we are under an obligation to report suspicions of money laundering to the authorities, including disclosure of information which you have provided us and unless this information is subject to strict legal privilege, we are prevented from disclosing our report to you or any other person.
Please note it is the policy of Viberts to enquire of the source of any cash payment which exceeds £10,000 and may require evidence from you.

11 CONFLICTS OF INTEREST
It is our practice to check for conflicts of interest before taking on work. We provide many different professional services to clients and we cannot be certain that we will identify all situations where there may be a conflict of interests. We, therefore, request that you notify us promptly of any potential conflict of which you are, or become aware. Where a potential conflict is identified by you or us and we believe that your interests can be properly safeguarded by the implementation of appropriate procedures, we will discuss and agree such procedures with you.

12 DATA PROTECTION & REGISTRATION
We are registered as a holder of personal data in relation to our clients and contracts under the Data Protection (Jersey) Law 2005.  You may at any time request access to any personal data which we hold in electronic form about you.  You acknowledge and agree that we may discharge our obligation without providing copies of all or any personal data.  We will use any data for marketing and promotion of other services offered by us, unless you specifically request us in writing not to do so.
We will not, without your consent, supply your name and address to any third party except where (1) such supply is a necessary part of the legal services that we undertake; or (2) we are required to do so by operation of any relevant law. 

13 COMPLAINTS PROCEDURE
We wish to provide not only the necessary expertise but also the highest standard of
service, efficiency and courtesy. It is our aim that our clients should be satisfied with all
aspects of work undertaken by us. To that end we have internal systems of quality
control, including periodic reviews of our service.
If, at any time, you would like to discuss with us how our service to you could be improved
or you are dissatisfied with any aspect of our service you should raise the matter with the
firm’s Practice Director John Young.  Should you prefer to discuss the matter with someone other than the Practice Director please write to Charles Thacker, our Managing Partner.
We undertake to look into any complaint carefully and promptly and to do all we can to investigate your complaint.  If we have given you a less than satisfactory service we
undertake to do everything reasonable to put it right and if you are not satisfied with our response you have the right to make a complaint to The Law Society of Jersey.

14 VARIATION AND PUBLICATION OF THESE TERMS OF BUSINESS
We reserve the right to vary these Terms of Business from time to time including during the course of the provision of Legal Services in any particular matter.  Where we do vary these Terms of Business in the course of our providing Legal Services to you, we shall use our best endeavours to draw such variation to your attention.

15 LIABILITIES
Whilst we shall use our reasonable endeavours and exercise due care in carrying out the Legal Services neither the partners nor any of our employees shall be liable to you for any loss or damage arising out of the performance of the Legal Services unless we have been guilty of fraud, wilful misconduct or negligence in performing the Legal Service and carrying out our duties to you.

16 TERMINATION
You may terminate your instructions to us once we have received written notification of the termination to provide Legal Services. In some circumstances, we will decide that we cannot continue acting for you if;
a. Any fees and disbursements which have been billed are more than 60 days overdue for payment; or
b. It is not appropriate or in your best interest for us to continue to represent you (for example where a conflict of interest has arisen).
If our relationship is ended by you or us, you will only be liable for our fees up until termination plus GST and expenses.  We will be entitled to retain all your files and documents while there is money owing to us.

17 WHOLE AGREEMENT
 The covering Letter of Engagement with its enclosures, if any, and these Standard Terms
set out the entire agreement between us in connection with the work you have instructed
us to do.  Should you amend your instructions to us to carry out additional work in respect of the same or a closely related matter these Standard Terms and the terms of the covering Letter of Engagement, will continue to apply and shall, with the agreement reached between us on the scope of the additional work, represent the entire agreement between us in connection with such additional work.