terms and conditions - accountancy & audit

These Terms and Conditions set out the terms upon which the Firm provides Services to its Clients.

1. definitions

the Client means the person or persons at whose request the Firm is providing the Services and which shall include:

• for a partnership, a company or association, its beneficial owners and/or instigators
• for an individual, the heirs, personal representatives and assigns
• for more than one person jointly and severally, their survivor or survivors, heirs, personal representatives and assigns
• for a company or other corporate body, its successors and assigns

the Firm means Alex Picot and/or any of its subsidiaries and/or the officers and employees of the Firm and its subsidiaries

Engagement means the Services we provide by the Engagement Letter

the Engagement Letter means the letter and attachments including these Terms and Conditions sent to the Client which sets out the basis of our contract with the Client and which constitutes the agreement between the Firm and the Client

Loss means any loss, damage, costs or interest.

the Managed Entity or Entity means the trust, the company, or other entity for which the Services are provided

the Fees and Charges means the schedule of fees and charges of the Firm in force from time to time

the Services means the services to be provided by the Firm as specified in the Engagement Letter

Terms & Conditions means the terms and conditions of the Firm which are in force from time to time

2. confidentiality

All information not publicly available and provided by the Client to the Firm is treated as strictly confidential and shall not be released or disclosed to any third party without the Client’s permission unless:

• required by law
• pursuant to court orders having effect in Jersey
• where the failure to make such disclosure would in our opinion be prejudicial

3. provision of Service

In providing the Services the Firm does not hold itself out as having knowledge of the laws or regulations other than those applicable in Jersey and does not provide advice on matters relating to taxation in any jurisdiction other than Jersey.

The Client confirms that appropriate tax and other advice in relation to the establishment, use and management of the Managed Entity has been obtained.

4. due diligence

The Firm is required to operate anti-money laundering and other checks and procedures in respect of all aspects of the provision of the Services and shall have the right to apply checks and procedures, including:

• source of funds
• identity and address
• verification of capacity to give instructions

The Client’s failure to provide this information and documentation shall entitle the Firm to terminate or suspend the Services and without responsibility or liability arising directly or indirectly as a result of such termination or suspension.

Information and documentation provided to the Firm may be subject to disclosure and production pursuant to Court Orders having legal effect in Jersey. The Firm will not comply with Disclosure Orders from other jurisdictions unless they are confirmed by the Royal Court of Jersey. By providing such information and documentation, the Client will be taken to have consented to the onward disclosure of such information to third parties such as banks, where appropriate.

5. communication

The Firm’s communication to the Client will be by letter, fax, e-mail or telephone at the address stated in the Engagement Letter or at any other address or number later notified to the Firm.

The Firm does not encrypt messages and cannot guarantee the security of any transmission by electronic means. If the Client does not wish to receive communication by any particular method, the Client shall instruct the Firm in writing accordingly. The Firm reserves the right to record telephone calls.

The Client’s communication to the Firm can be verbal, by letter, fax, e-mail or telephone. The Firm requires that any instructions from the Client regarding the Services will be confirmed in writing before action can be taken, unless otherwise agreed.

6. remuneration

Subject to the Engagement Letter the Firm shall be entitled to remuneration for the provision of the Services in accordance with the Scale of Fees in force from time to time in addition to the reimbursement of proper expenses. The Firm reserves the right to deduct such fees and expenses from any of the Client’s funds held by the Firm on behalf of the Managed Entity or the Managed Entity at such times as shall reasonably be considered appropriate.

The Firm may sometimes require confirmation of the Client’s ability to fund a transaction. In the event that fees or disbursements remain outstanding, the Firm may require payment before any further work is carried out.

All fees and expenses shall be due for settlement within 30 days of the invoice date. The Firm reserves the right to charge interest on any overdue amount at 1% per month. Where any fees remain outstanding for more than 90 days the Firm reserves the right to cease providing the Services until all outstanding fees and interest have been settled and an amount has been received on account of future fees. By ceasing to provide the Services, correspondence addressed to the Managed Entity will remain unanswered and any action required to be undertaken on the Client’s behalf or on the behalf of the Managed Entity will not be carried out.

Whenever appropriate the Firm will provide the Client with an estimate of fees in advance of the work to be carried out. This will be based on the assumption that the Firm has timely access to the information required to complete the Engagement in a cost effective manner. The Firm will advise the Client of delays or unexpected problems as they arise. This does not indicate a commitment to a fixed fee or a fixed timescale.

7. commissions

Except if otherwise agreed, the Firm will be entitled to retain commission or other payments customarily or by usage, payable as a result of transactions entered into for the account of the Client or the Managed Entity. Details will be available on request.

8. liability

The Firm will perform the Services with reasonable skill and care and acknowledge that the Firm will be liable for any Loss or damage caused by its negligence, breach of contract, fraud or wilful default, subject as follows:

• the Firm will not be liable if such Loss is due to the provision of false, misleading or incomplete information or documentation or due to the acts or omissions of any person other than the Firm
• unless otherwise agreed, the Firm’s liability whether to the Client or any other third party of whatever nature, for any Loss or damage whatsoever caused by or arising from this Engagement shall not in aggregate exceed 20 times the relevant fee as defined in the Engagement Letter, which sum shall include damages, costs or interests associated with a claim. All excess liability is excluded
• the Firm reserves the right, where the Firm provides directors or other officers, to require that the Client purchases suitable directors and officers liability insurance cover

9. client responsibilities

It is the Client’s responsibility:

• to provide the Firm with complete, accurate and timely instructions or information relevant to the Firm’s Engagement. The Firm will not be responsible for any consequences that may arise from the Client’s failure to do so
• to ensure that assets introduced to the Firm or to the Managed Entity have been or will be lawfully introduced and are not derived from or otherwise connected with illegal activity
• not to give the Firm instructions which will require or involve any unlawful act or contain falsehood and that all information given will be accurate and not misleading
• to keep the Firm adequately informed as to all business to be transacted in the Client’s name or the accounts of the Client or the Managed Entity
• to use their best endeavours to ensure that the Managed Entity is run in a proper and business-like manner and complies with all applicable laws and regulations
• to enable compliance with all filing requirements in any applicable jurisdiction and that all taxes and governmental dues payable by the Entity are discharged
• where the Services include the provision of officers not to take any action nor enter into contracts without the consent of the Firm
• to hold the Firm harmless at all times
• to indemnify the Firm to the extent permitted by law against all actions, suits, proceedings, claims, demands, costs, expenses and liabilities whatsoever which may arise or accrue or be taken, commenced, made or sought from or against the Firm in connection with the Client or the Managed Entity arising from the provision of the Services other than liabilities arising from the Firm’s fraud, wilful misconduct or gross negligence. This indemnity shall continue in force without limit in time and without prejudice to any other indemnity in favour of the Firm.

10. termination

The Firm strives to provide a comprehensive and professional service to our Clients. It is important that there remains at all times the utmost good faith between the parties.

The Firm reserves the right to terminate the Services upon one month’s notice from the Firm to the Client or immediately upon written notice to the Client if the Firm considers that:

• the Client or the Managed Entity are insolvent, liable to be declared en désastre, subject to a creditors’ winding up or any equivalent or similar procedure in any jurisdiction
• the Client is in breach of the Terms & Conditions and/or the Engagement Letter
• there has been a change of beneficial ownership of the Managed Entity
• the Client is charged with a criminal offence involving dishonesty or is or has been the subject of any criminal judicial or regulatory investigation in any jurisdiction
• the Client failed to supply anti-money laundering information or documentation that the Firm requires or the information supplied is false or misleading
• there is a conflict of interest
• the Firm’s fees have remained unpaid in whole or part for more than 90 days after the date of invoice

The Client may terminate the Services upon one month’s written notice to the Firm. Immediately upon termination of the Services for any reason the Client shall:

• provide the Firm with details of the transferee to whom all documentation is to be sent and of the officers to be appointed

In the event of this information not being provided, the Firm reserves the right to:

• arrange the resignation of the directors and officers provided by the Firm without appointment of successors
• withdraw from providing Registered Office services and advise the Registrar of Jersey Companies accordingly
• to transfer any shareholdings held by nominees into the Client’s name
• charge for any work and time expended in the transfer of the Client’s business

11. client monies

Monies paid to the Firm by the Client may be received into the Firm’s Client Account. All funds in this account will earn interest which will be calculated quarterly. Where the interest in a quarter exceeds £50.00 the interest will be added to the balance of funds held. If there is no continuing balance the interest will be retained on the Client’s Account to be set against future fees.

Where the interest in a quarter is less than £50.00 the interest will be retained by the Firm, as the administrative costs of dealing with small amounts of interest exceed the value.

The Client is responsible for complying with relevant reporting requirements within or outside Jersey in relation to the receipt of interest.

12. safe custody

The Firm will retain its file of papers (excepting those returned to the Client) in storage for a period of 10 years after the expiry of the Service, whereafter the Firm will destroy such papers. The Firm shall not destroy documents that the Client requests the Firm to deposit in safe custody and a charge will be levied.

Upon termination of the Services the Firm is entitled to retain all documents until all fees and expenses are settled in full.

13. data protection

The Firm is registered as a holder of personal data in relation to our Clients and contacts under the Data Protection (Jersey) Law 1987. Any person may at any time request a copy of personal data which we hold about that person.

14. other professional services

The Firm reserves the right wherever it considers necessary or appropriate in providing the Services to delegate any of its responsibilities or functions to or to seek advice from any third party or agent, in all cases where this is not inconsistent with the provisions of the Engagement Letter. In all such cases the fees and disbursements of such third party or agent may be shown as a disbursement on the Client’s next invoice, or be billed separately.

15. Services provided to other clients

The Firm may be in a position where it is providing Services to other clients which may be regarded as giving rise to a conflict of interests. Where the Firm becomes or is made aware of such circumstances and where the interests of the Firm and the Client can be properly safeguarded, procedures will be discussed and agreed in order to preserve confidentiality and ensure that the advice and opinions received from the relevant entities are independent.

16. variation

The Firm reserves the right to vary these Terms & Conditions from time to time including during the course of provision of the Services. The Firm shall use reasonable efforts to draw to the Client’s attention such variations.

A copy of these Terms & Conditions is published on the Firm’s website www.alexpicot.com by way of public notice to all current and prospective Clients and are available at its offices at the above address.

17. complaints and dispute resolution

If at any time the Client would like to discuss with the Firm how the Service could be improved or if the Client is dissatisfied with any aspect of the Service they are receiving, the Client should let the Firm know by contacting the Director in charge who will undertake to look into any complaint carefully and promptly. In the event that the Client thereafter remains dissatisfied, such complaint should be addressed to the Firm’s Compliance Director at the address above for independent review.

18. jurisdiction

These Terms & Conditions and the provision of the Services shall be governed by and construed in accordance with Jersey Law and the Client submits to the non-exclusive jurisdictions of the Courts of Jersey.

The Firm is owned and controlled exclusively by the partners of Alex Picot, all of whom are qualified accountants. We are subject to the regulations of the Institute of Chartered Accountants in England and Wales.