TERMS OF ENGAGEMENT
1 Overview
Please read these terms carefully (the “Terms”). These Terms outline the conditions upon which Pinel Advocates (reference to which shall include Pinel Advocates Group, Pinel Advocates Services Limited and Pinel Advocates Group Limited and any other Pinel Advocates related entity which may provide any services to you) (“we” or “us”) agrees to act for its client as Jersey legal advisers (the “client” or “you”). The Terms shall apply to any instructions we receive from our client unless agreed otherwise in writing. The Terms and any letter of engagement should be read together and, in the event of any conflict between the two documents, the letter of engagement shall prevail. We reserve the right to amend the Terms from time to time without the prior consent of our client.
Please contact us immediately if there is anything in these Terms which is unclear or you do not understand. These terms can also be found on www.pineladvocates.com.
2 Pinel Advocates
The normal place of business of Pinel Advocates is situated at One Liberty Place, St Helier, Jersey, JE2 3NY. We maintain professional indemnity insurance and details of such coverage is available on request.
Pinel Advocates is authorised by the Jersey Financial Services Commission as a Schedule 2 business under the Proceeds of Crime (Jersey) Law 1999. Further details in relation to the Jersey Financial Services Commission and its role may be found at www.jerseyfsc.org.
Pinel Advocates is regulated by the Law Society of Jersey. Further details in relation to the Law Society of Jersey and its role may be found at www.jerseylawsociety.je.
3 Nature of Advice
We advise only on Jersey law. We do not offer any opinion, guidance or advice as to the laws of any other jurisdiction and nothing may be construed as giving such advice. No written or oral opinion, advice, suggestion or comment given by us in relation to the laws of any other jurisdiction may be relied upon by the client. We do not provide tax advice or any advice in relation to the commerciality of the matter, action or transaction.
Unless we explicitly state otherwise in any advice, or we otherwise agree in writing, our advice is provided solely for the purposes of the instructions to which it relates and for the benefit only of our client. We will assume that, unless and until advised to the contrary, any employee or other representative of the client has authority to provide instructions to us.
Our advice may not be relied upon by other parties without the prior written consent of a partner of Pinel Advocates.
Unless otherwise agreed by us, we shall be under no obligation to advise any client or undertake any investigations as to any legal developments or factual matters that might affect the client's affairs generally, after completion of any matter on which we accept instructions, any legal developments or factual matters related to or that might affect that matter.
4 Communication
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. We also expect you to operate such software. 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 do we accept any liability for problems or accidental errors relating to this means of communication especially in relation to commercially sensitive material. Any email communications to or from us may be monitored by us for operational or business reasons.
5 Termination
At any time the client may, by written notice, terminate the instruction to Pinel Advocates and we may cease to act for the client. Please note that Pinel Advocates is entitled to retain all papers and documents relating to the matter if there are any fees owing at the date of termination, until such time as any outstanding fees are paid.
You undertake to promptly take all actions necessary, execute all and any documents requested by Pinel Advocates to give effect to such termination and you undertake to meet all and any costs, charges or fees incurred prior to, and relating to, such termination.
6 Client Due Diligence and Anti-Money Laundering Requirements
Pinel Advocates is bound by the Proceeds of Crime (Jersey) Law 1999. We rely upon the guidance notes issued by the Jersey Financial Services Commission. We will always seek client identification and due diligence documents that comply with best practice under the law and guidance referred to above.
You agree that you will, upon request and without undue delay, provide us with any client due diligence documentation we may reasonably require in order to comply with our obligations under the legislation, regulations and guidance against money laundering in Jersey.
Notwithstanding the scope of any regulatory requirements and without limiting our rights under this paragraph, we reserve the right to terminate our relationship with the client at any point if we have concerns about either the nature of a transaction on which we are advising or the persons involved with it or if any request for client due diligence documentation or further information is not met promptly (whether we have an obligation or right to request such information or not).
We are not permitted to provide advice to enable a transaction to complete until our client identification and due diligence checks have been finalised. Any advice that we give to the client, including by email, prior to the completion of the client identification and due diligence checks will be preliminary advice on which the client cannot place any reliance and for which we accept no liability but will be entitled to charge the client for.
7 Limitation of Liability
We will not be liable for the acts or defaults of any third party or any agents or sub-contractors whatsoever and will only accept liability for direct loss suffered by the client alone and, in any event, only to the extent that such loss was reasonably foreseeable as arising from our act or default giving rise to the loss.
We do not accept any liability for any consequential loss or loss of profit however arising, whether or not such loss was foreseeable and whether it was suffered by the person by whom we are instructed or any third party.
We will not accept responsibility if you act on advice given by us on an earlier occasion without first confirming with us that the advice remains valid in the light of any changes in the law or your circumstances and will accept no liability for losses arising from changes in the law or in the interpretation of the law which are first published after the date on which our advice is given.
The total aggregate liability of Pinel Advocates in respect of any and all claims shall never exceed £2,000,000. We believe this limitation of liability is reasonable having regard to the availability and cost of professional indemnity insurance. If you feel that this level of cover is inappropriate for your matter then please do not hesitate to discuss the matter with Andrew Pinel.
8 Fees
We generally charge fees based on a fixed fee basis or a time spent and expertise basis.
Hourly rates vary between lawyers and the standard hourly rates of the lawyers working on your instruction are available on request. Unless agreed otherwise, time is charged at an hourly rate which is calculated in six minute units.
When our fees are based on the amount of our time and expertise a transaction requires, our professional fees are normally calculated by reference to the current hourly rate of the lawyer concerned, applicable to the type of work done at the time the work is done. We reserve the right to charge higher than usual hourly rates or apply an uplift if either the nature of the work or the applicable deadlines justify this.
(i) Estimates
For many transactions we are able to give estimates of the cost of completing the work. Estimates are not quotes or caps on our fees and are provided solely for the purpose of indicating to you the likely overall cost of our services. In the event that the actual fees that are chargeable on a time and expertise basis exceed the estimate, we shall be entitled to recover from you our fees in full. We will keep you updated on the estimate of our services.
(ii) Fixed fees
On occasion we are able to provide fixed fee quotations for particular instructions or elements of work within a larger instruction. We will be entitled to be paid the amount of the fixed fee regardless of the time or expertise required to complete the work. However, subject to paragraph 8(v), we will not seek to charge more than the fixed fee quotation if our time and expertise costs exceed the fixed fee unless any unforeseen complications or delays occur. In the event that we are asked to provide Jersey legal advice that is outside the scope of that expressly quoted for, we retain the right to charge additional fees.
(iii) Aborted or delayed transactions
Transactions may be aborted or delayed for a variety of reasons beyond our control. We do not work on a contingency basis and ,in these circumstances, we will charge for work done up to the time the transaction is aborted or delayed.
(iv) Payments Made by Pinel Advocates
Any payments made by Pinel Advocates to a specified account in accordance with instructions given by you will be made in GBP unless expressly agreed otherwise. The client is responsible for ensuring the accuracy of all account details provides to us by it or its advisors. Pinel Advocates shall be entitled to fully rely on such information provided to us and shall be under no obligation to check or verify its accuracy.
Any bank charges that may arise as a result of any payments made by Pinel Advocates will be entirely at your own risk and cost. This will include any further charges incurred as a result of incorrect or incomplete bank details provided by you. We reserve the right to charge on a time spent basis for assisting with tracing or the movement of funds following any payment errors as a result of incorrect or incomplete bank details provided to us.
Where Pinel Advocates:
(i) converts GBP sums into another currency;
(ii) sends GBP sums to an account specified by you which are then converted to another currency; or
(iii) receives funds from you in a currency other than GBP, which are then converted to another currency,
such conversions shall take place entirely at your own risk and cost and Pinel Advocates will not be responsible for any losses or charges incurred as a result of such processes.
(v) Working Hours
Our usual hours of business are between 09:00 and 17:30, Monday to Friday, excluding Jersey bank holidays. In accordance with local industry practice, our offices may also be closed between 12:00 on Christmas Eve and the first week day following the New Year’s Day Bank Holiday.
In the event that the we carry out work for the client outside of our usual hours of business in order to meet a completion target, all such work (including work on what would otherwise be a ‘fixed fee’ matter) will be carried out on a ‘time spent’ basis and we reserve the right to charge a 20% uplift our standard hourly rates.
(vi) Disbursements
By instructing us you authorise us to incur such external expenses as we consider reasonable in order to progress your matter and you agree to reimburse us for such expenses. We are not obliged to incur any fee, cost or expense on your behalf and we will have no liability to you in the event that we fail to pay for any fee, cost or expense unless we have agreed explicitly to pay such disbursement on your behalf and you have put us in cleared funds sufficient to cover the cost of such disbursement prior to it falling due.
(vii) Grossing-up
Our charges are net of any bank charges and withholding taxes and you should not assume that we are registered for tax in any country or state from which you may choose to make payment. If you are compelled to make any deductions from payments on account of such charges or taxes, you must gross up the payment so that we receive the amount stated on the face of any fee note which we issue.
(viii) GST
Unless indicated otherwise, all estimates and quotations will be given exclusive of the local Goods and Services Tax (“GST”), which is Jersey’s equivalent of VAT and may be applicable on work carried out for the client. The current rate of GST is 5% on all services provided by us.
(ix) Set off
If you have failed to pay us any amount which you owe us or for any reason refuse to pay any monies which you owe us or which we have issued a fee note in relation to, we may use any money you hold with us, being monies on account or transaction monies held for you for any purpose, to reduce or repay the fees which we have incurred acting for you and which you owe us. For the avoidance of doubt, we may operate a lien over any outstanding sums owed to us by you which we are holding in the client account.
9 Payment on Account
We often require some or all of the fees we estimate as likely to be incurred on an instruction to be paid at the commencement of the instruction and held on account of our fees and any disbursements incurred for you in relation to that instruction.
Where we receive such payment on account, we will hold the money in a non-interest bearing account which is segregated from Pinel Advocates’ money. As and when invoices are rendered for professional fees and disbursements, you authorise us to apply the sums held in such account on your behalf to immediately settle such invoice. In the event that the fees and disbursements incurred for you in relation to that instruction exceed the sums paid on account, you will settle the balance immediately.
Where there are any sums left on account following the conclusion of an instruction, we will either repay the balance to the account from which it was transmitted or we will seek your permission to apply it to another instruction if appropriate.
10 Sums received as part of a transaction
We generally do not provide our client account for the purposes of holding sums payable to third parties, whether as part of a transaction on which we are advising, to facilitate an escrow account arrangement, a trust arrangement or otherwise. In the event that such services are required, specific arrangements and additional due diligence may be required to comply with our regulatory obligations. We accept no liability for any sums held in a client account which are not readily available to us as a consequence of failure of any financial institution regulated and doing business in any jurisdiction where you have instructed this firm.
11 Invoices
We will usually submit an invoice at the completion of a transaction. Unless we explicitly state otherwise, we reserve the right to submit invoices periodically. Unless requested by you, invoices will be submitted by email only.
Payment is due upon receipt of our invoice in accordance with the payment terms therein. We reserve the right to impose interest charges on any outstanding sum which relates to an invoice that is overdue by 14 days or more.
Where we are instructed by more than one person, responsibility for our fees will be joint and several unless agreed otherwise with us. You remain personally responsible for payment of our fees where it is intended that our fees will be met from any source other than your own funds. You are liable when payment is due, whether or not monies are available from any such other intended source. Without limitation, and for the avoidance of doubt, this includes where you instruct us as representative for another party, as trustee or as liquidator, receiver or administrator of a company and our fees, disbursements and charges are intended to be met out of the other party's assets, or trust or company assets, as the case may be.
In the event of payment not being made in accordance with the terms of the invoice, then we reserve the right not to undertake any further legal work until any outstanding fee notes have been settled.
12 Acknowledgement and Acceptance
If the legal client, its advisors, lawyer, intermediary or any person instructing Pinel Advocates continues to instruct us in connection with any matter or transaction following the receipt by any of those persons of these Terms, you and your advisors understand, and it shall be deemed, that you and your advisors have expressly acknowledged and accepted these Terms and shall be legally bound by the terms.
13 Confidentiality and Publicity
We will keep confidential all information and documents provided to us by the client. However, by accepting these Terms, you agree that there may be instances in which disclosure is necessary and/or acceptable. Such instances include but are not limited to occasions on which:
13.1 we are authorised to disclose information or documents by the client or its advisors;
13.2 we are to investigate or prevent fraud or other illegal activity;
13.3 the information or documentation is already in the public domain or is in the public interest to disclose;
13.4 we are required to disclose information by the regulations and laws of Jersey or by order of the courts of Jersey or any other court of a competent jurisdiction; or
13.5 we deem it necessary or desirable to disclose information or documentation in order to defend any claim brought against Pinel Advocates.
Pinel Advocates are also authorised to disclose your information to our bank, our insurers and the Law Society as and when requested.
14 Conflict of Interests & Ceasing to Act
We reserve the right not to accept instructions in respect of any matter, or to decline to continue to act further, on the ground of conflict of interest or otherwise.
15 Bribery and Corruption
We will act at all times in accordance with the highest professional, ethical and business standards and will expect the client to act in the same way. We do not tolerate bribery or corruption in any form and are committed our obligations under the Corruption (Jersey) Law 2006. We reserve the right to terminate any engagement with the client in the occurrence or the suspicion of any bribery or corruption.
16 Copyright and Intellectual Property
We shall retain all copyright in any document prepared by us during the course of the matter unless specifically agreed otherwise in writing.
Where the only record of a document is held by us electronically, and if it had been held by us physically it would belong to you, a printout can be provided to you upon request.
17 Data Protection
Pinel Advocates is the “controller” for the purposes of the Data Protection (Jersey) Law 2018 (“Data Protection Law”) and is registered as such with the Jersey Office of the Information Commissioner. We will use your personal data in accordance with the Data Protection Law and our privacy notice for clients, as amended from time to time, a copy of which is available on our website at www.pineladvocates.com or by writing to our registered office: One Liberty Place St Helier Jersey JE2 3NY. The terms “personal data” and “special category data” shall have the meanings ascribed to them in the Data Protection Law.
The information we hold about you is confidential and will not be used for any purpose other than in connection with the provision of our services. Information of a confidential nature will be treated as such provided that such information is not already in the public domain. In accordance with Schedule 2 of the Data Protection Law and other relevant data protection laws we will only disclose your information to third parties in the circumstances outlined in these Terms.
We may use, store or otherwise process personal information provided by you or us in connection with the provision of the services of the purposes of providing the services. In Jersey, we operate, and have made all appropriate notifications in accordance with, applicable data protection legislation.
The legal basis for us processing your personal information will typically be because the processing is necessary:
17.1 to fulfil our services;
17.2 for our legitimate business interests;
17.3 for compliance with a legal obligation to which we are subject; or
17.4 because you have provided us with your consent or explicit consent in the case of sensitive personal information.
In accordance with the Data Protection Law you are entitled to a copy of the information we hold about you and to be informed about the purposes for which it is being or will be processed and the recipients or classes of recipients to whom it is being or will be disclosed. In addition, you have the right to lodge a complaint with the applicable data protection supervisory authority (being the Jersey Office of the Information Commissioner or any superseding or replacement body). If you would like more information about how to exercise you other rights please contact us directly. If you make a written request to us, we will also correct, delete and/or block personal information from further processing if that information proves to be inaccurate. Where we process your personal information on the basis of your consent you can withdraw your consent at any time.
We will retain your personal information for as long as is reasonably necessary for the purposes listed above, as required by local applicable law or as required by our insurers. Usually, we will retain our file and information in relation to you after the termination of our services for such period as may be required by law or for 10 years (whichever is longer). All papers and files, including important original documents will be stored in our archive storage facilities.
If you have any questions or issues you would like to raise about how we process your personal data, you can contact the person responsible for data protection by writing to our Compliance Officer at The Compliance Officer, Pinel Advocates, One Liberty Place, St Helier Jersey JE2 3NY.
18 Enforceability and Severability
If at any time any term or provision of these general Terms shall become void, illegal or unenforceable, either in whole or in part, then such term or provision shall be severed from the remainder and deemed not to form a part of these general Terms and the validity and enforceability of the remaining terms or provisions shall not be affected.
19 Variation of Terms
We reserve the right to vary these general Terms at any time. If there is any variation to these general Terms, we will:
(i) publish the varied general Terms at www.pineladvocates.com; and
(ii) to the extent that, in the reasonable opinion of Pinel Advocates, the variation materially affects the interest of any client, give notice of that variation to that client.
20 Force Majeure
We will not be liable for any failure or delay in providing any services as a result of the occurrence of circumstances beyond our control (whether foreseeable or not) including, without limitation: i) fire, ii) flood, iii) storm, iv) earthquake, v) wars, vi) riots, vii) staff illness, injury, death or bereavement; and viii) government guidance or legislation limiting our ability to provide services in the usual manner.
21 Quotes
In relation to any fee quotes or estimates in connection with legal work requested from or provided by Pinel Advocates or its employees to a client or its advisors, the quotations or estimates shall be subject to the following assumptions:
(i) that all information provided to us by the client or any third party is true and accurate in all material respects;
(ii) that there are no unforeseen material complications in the transaction or instruction;
(iii) that any instruction connected to the fee quote request will be completed on or before the date of 3 months from the date of the approval of the instruction;
(iv) that the structure of the proposed transaction in relation to any instruction connected to the fee quote request will not be subject to material change;
(v) that you retain the same advisers throughout the transaction connected to the fee quote request;
(vi) the quote or estimate is accepted and subject to these Terms;
(vii) that we are only required to advise on Jersey law; and
(viii) that the fees of any counsel, lawyers or other agents or third parties whom we may instruct on your behalf (with your prior consent) will be for your account and in addition to our own.
22 Complaints Procedure
Our aim is to give you good service at all times. However, if you have a complaint about some aspect of the service that you receive you should let us know as soon as possible.
Please first speak to the fee earner or lawyer acting for you in the matter. If you feel unable to do so, or would like to speak to another person about the matter, please either contact the person named in your letter of engagement or Andrew Pinel at acmp@pineladvocates.com.
However, if you would like to file a written complaint you may do so, following our complaints procedure, found by requesting a copy from acmp@pineladvocates.com or by visiting www.pineladvocates.com/complaints.
23 Governing Law and Jurisdiction
These general Terms shall be governed by and construed in accordance with Jersey law and you irrevocably agree to submit to the non-exclusive jurisdiction of the courts of Jersey to deal with any claim, difference or dispute which may arise in connection with these Terms.