Ferbrache & Farrell LLP
- Ferbrache & Farrell LLP is committed to providing its clients with the highest quality legal services and to building a lasting relationship with its clients as a trusted adviser.
- Ferbrache & Farrell LLP provides Bailiwick of Guernsey legal advice. Save with the exception of English property law, we are not able to advise on any other relevant laws other than the laws of the Bailiwick of Guernsey.
- The word "we" means, as the context permits, Ferbrache & Farrell LLP and the words "us" and "our" bear a corresponding meaning.
- The word "Client" means the party who or which instructs us, or on whose behalf we are instructed to provide legal services.
- Reference to the singular includes the plural and vice versa and reference to the masculine includes the feminine and vice versa.
- These terms of business (Terms) will apply to all instructions we receive to provide legal services, unless we have agreed in writing to specific variations to them.
FERBRACHE & FARRELL LLP
- Ferbrache & Farrell LLP is a limited liability partnership incorporated in Guernsey on 7 November 2016. The registered address is Ground Floor, Somers House, Rue du Pre, St Peter Port, Guernsey GY1 1LU.
- Ferbrache & Farrell LLP uses the term “Partner” to refer to Members of Ferbrache & Farrell LLP. Our register of Members can be inspected at our offices during normal business hours.
- Ferbrache & Farrell LLP maintains professional indemnity insurance and details of the insurers and the coverage of the policy are available on request.
OUR CONTRACTUAL RELATIONSHIP
- These Terms set out the terms on which we will undertake work for a Client and the basis of the determination of our charges. Together with any letter of engagement provided by us in relation to any particular instructions, they form the entire contract under which we provide legal services. If there is any conflict between any engagement letter and these Terms, the engagement letter will prevail.
- The current form of these Terms may be inspected at our offices during normal business hours or on our website (at http://www.ferbrachefarrell.com/).
- We may amend and vary these Terms from time to time, including during the provision of our legal services to a Client, without the prior consent of that 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 offices, or on our website. These Terms shall not be capable of variation or amendment orally or by course of conduct. A variation of these Terms is valid only if it is in writing.
- Where we act for the Client on more than one matter we shall not be required to provide these terms to the Client in respect of each new matter.
LIABILITY OF THE CLIENT
- Where the Client consists of more than one person, each such person agrees that it shall be jointly and severally liable for all the liabilities of the Client pursuant to these Terms. We shall therefore be entitled to recover the full amount of our fees and disbursements from any one or more such person. For the avoidance of doubt, this provision does not entitle us to double recovery.
- Where we are instructed by or on behalf of a Client in its capacity as trustee of a trust (whether such capacity is expressed or not), the Client, in its own capacity, agrees to pay all our fees and disbursements not paid by it in its capacity as trustee.
- Instructions given by or on behalf of a Client may be accepted by us. We will be entitled to assume, unless and until advised to the contrary, that whoever gives us instructions has authority to do so.
- We usually require a Client to give or confirm instructions to us in writing. Where we set out our understanding of the work that we are required to undertake, whether in a letter of engagement or in our preliminary advice or otherwise, the Client should contact us immediately should the Client disagree with our understanding.
- It is the responsibility of the Client to provide us promptly with complete and accurate instructions and all necessary information and to carry out any other reasonable requests made to the Client or others under the Client’s control.
- 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 Client.
- 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.
- 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.
- Save as to the provision of English property law services, we advise only on Bailiwick of Guernsey law. No written or oral opinion, advice, suggestion or comment given by any of us in relation to (a) the laws of any other jurisdiction or (b) any non-legal matter (including without limitation any accounting, auditing, underwriting or insurance arrangements (including insurance notification), management, valuation, whether in regard to real estate or otherwise, marketing, auctioneering, estate agency, business, commerce, banking, finance or investment matter), may be relied on by the Client.
NO GENERAL RETAINER / CONFLICTS OF INTEREST
- As a matter of policy we will not accept a general retainer to act for a Client and we reserve the right not to accept instructions in respect of any matter, or to decline to continue to act further, on the grounds of conflict of interest or otherwise (as to which our determination shall be final).
- A "conflict of interest" exists where our professional duties to act in the best interests of (a) two or more of our clients (including in certain circumstances former clients) in relation to the same or related matters, conflict or there is a significant risk that those duties may conflict, or (b) any of our clients in relation to a matter conflict or there is a significant risk that they may conflict with our interests. In certain circumstances permitted by the applicable rules of professional conduct, we may act for the Client where there is a conflict of interest. In these circumstances, we will notify the Client and will seek consent to us so acting. If that consent is given, we may act despite there being such a conflict of interest.
- 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 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.
- Before accepting the Client's instructions, 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.
PROCEDURES CONCERNING CLIENT DUE DILIGENCE AND ANTI-MONEY LAUNDERING / COUNTERING THE FINANCING OF TERRORISM
- We are required by law to apply certain measures designed to combat money laundering and the financing of terrorism in respect of those services which are classified as the conduct of financial services business.
- We reserve the right to apply such measures in respect of all instructions we receive to provide legal services. These measures include, but are not limited to, client identification procedures.
- Prior to the acceptance of instructions, or during the course of a matter, we will ask the Client to provide appropriate information and evidence to confirm the Client's identity including, if applicable, the identity of anyone on whose behalf the Client is acting, whether as introducer, intermediary or otherwise. 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 other matters including source of funds.
- The Client is required to immediately notify us of any material changes in the beneficial ownership 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 contact telephone numbers of any of the directors, shareholders or general partner(s) of the Client.
- 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.
- If we are not provided with such information as we reasonably require to enable us to meet our obligations, we may decline the instructions, cease to act for the Client pending provision of such information or terminate our contract with the Client.
BRIBERY AND CORRUPTION
- Our policy is to act at all times in accordance with the highest professional, ethical and business standards, and we expect you to act in like manner in all your dealings with us and your counter-parties.
- We do not countenance bribery or corruption in any form.
- You agree:
- not to expect or request any conduct from us that might bring our name into disrepute or compromise our integrity;
- that you and your employees and agents will refrain from any practices involving bribery or any other corrupt activities; and
- that you have taken or will take internal steps or procedures designed to ensure that the risk of corruption and bribery during the course of our relationship is eliminated.
- Where we are aware of or suspect the occurrence of any bribery or corruption in connection with the Client or any matter on which we act for the Client, we may decline the Client's instructions or terminate our contract with the Client at our discretion.
COPYRIGHT AND INTELLECTUAL PROPERTY
You are free to use and copy all documentation created by us for you in the course of any matter but we retain all copyright and other intellectual property rights in all material developed, designed and created by us in the course of the matter and they will remain our property. We may use all documents created by us in the course of any matter for legal training, forms and research purposes, without attribution to you.
- One of our Partners will always be in overall charge of the Client's matter. Work may be entrusted to another of our Partners or to one or more members of staff in order to ensure that it is dealt with more expertly, efficiently or economically or as a result of our business requirements or staff absences. Details including the name, direct dial telephone number and e-mail address of all our people involved with a Client's matter will usually be given to the Client either at the outset or at any time on request.
- 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.
SELECTION AND ENGAGEMENT OF PROFESSIONAL PERSONS
- If we are responsible for the selection and engagement of counsel, experts, agents, lawyers or other professional persons to provide advice or assistance, or to act on the Client's behalf, such counsel, experts, agents, lawyers or other professional persons will be engaged by us as the Client's agent and the Client will be responsible for their charges, in addition to our own.
- We shall not be responsible for any act or omission of such counsel, experts, agents, lawyers or other professional persons.
REGULATED SERVICES CARRIED OUT BY AFFILIATED COMPANIES
- We are not registered or regulated under the Regulation of Fiduciaries, Administration, Businesses and Company Directors, etc. (Bailiwick of Guernsey) Law, 2000, as amended, (the Trust Company Legislation) and do not carry on any regulated activities for which registration under the Trust Company Legislation would be required.
- Where in the course of our acting for the Client, it is necessary for such an activity to be carried out, for example, the formation of a company, we may use the services of any company that is registered under the Trust Company Legislation to provide such service and the fees of that company (which are available separately on request) will be shown as a disbursement on the relevant invoice issued by us.
COMMUNICATION AND PROGRESS REPORTS
- When you seek and receive legal advice from us on your rights and obligations, legal advice or lawyer- client privilege will attach to our communications related to that advice. If we act for you in contemplated or actual legal proceedings, litigation or lawyer-client privilege will attach to our communications related to those proceedings.
- Our performance of our services is dependent upon the Client providing us with such information and assistance as we may reasonably require from time to time. The Client is responsible for providing in good time any instructions that we may need in order to progress the matter.
- The Client must therefore notify us immediately of any change of contact details, any change in circumstances that may affect the matter or any material change in its instructions to us.
- Unless the Client notifies us to the contrary, we assume that the Client consents to communication by telephone, post, and electronic means between us and the Client and between us and third parties. We shall not, however, be liable for (i) any delay, misdirection, interception, corruption, loss or failure, or for any unauthorised redirection, copying or reading, of any communication sent by mail, or electronic means or (ii) the effect on any computer system of any e-mail or e-mail attachment or virus that may be transmitted by us.
- We may monitor all e-mails sent to or from us for compliance with our internal policies and to protect our business. Anything sent by e-mail which does not relate to our official business is neither given nor endorsed by us.
- If the Client so requests, we shall agree with the Client the manner in which we shall report on the progress of the matter. In addition, the Client will be entitled to a progress report from the Partner in charge of the matter reasonably promptly following a request in that regard.
BASIS OF CHARGES
- The fees that apply to our work are determined in the first instance by reference to hourly charge-out rates, scale fees or agreed levels of fees. Our people will undertake services for the Client at hourly rates appropriate to their level of experience and seniority. Details of hourly rates for all staff are available on request.
- In respect of work of unusual complexity, urgency or importance, or requiring exceptional attendance, or involving high monetary values, we reserve the right to increase the hourly rate to allow for these factors.
- We also reserve the right to make a charge in respect of secretarial and other support services required at levels that we assess to be out of the ordinary, or provided outside normal office hours.
- Guernsey does not currently apply any form of Value Added Tax or other tax on the provision of legal services, however Value Added Tax is required by H.M. Revenue & Customs to be levied on English property advice.
- We shall, on request, provide an estimate of our likely fees in any matter. Estimates are always provided on the strict understanding that they are subject to revision and do not constitute a commitment by us to carry out the work at the estimated fee.
- Where fee quotations are provided, these constitute a proposal by us to carry out specified work for a stated fee. The fee quotation will detail the specified work and any assumptions or bases on which the quotation is provided. If we are requested or required to carry out additional work as a consequence of circumstances not disclosed to us or not foreseen by the Client or us, then we shall be entitled to raise an additional fee for such work at our then-applicable standard hourly rates.
- Certain work such as transfers, mortgage registrations and probate work is conducted at scale or fixed fees, details of which we shall provide to the Client where appropriate.
- The Client will also pay any disbursements incurred on the Client's behalf including, but not limited to, counsels' fees, experts' and agents' fees, lawyers' fees, notaries' fees, filing fees, regulatory or other charges, court fees, document duties, search fees (including court searches, searches of company registers, postage costs, printing and photocopying charges, bank charges, courier fees, third party accounts, transcription costs, travelling, subsistence and accommodation costs, parking costs or whatever other fees, costs or charges may be incurred in the conduct of the matter. Disbursements may be invoiced as they arise or may be invoiced after a fee has been rendered. Where significant or unusual payments to third parties are required we will normally forward the charge to the Client for direct payment or obtain a payment on account from the Client to cover the charge. If we advance funds on the Client's behalf they will be added to our invoice.
- The Client may at any time enquire about the fees incurred to the date of the enquiry and we shall provide this information to the Client promptly.
- In January of each year, we review our fee earners' hourly rates. We shall notify the Client in writing of any changed rate before that change takes effect or promptly after such change.
- We may render invoices for work done and disbursements as and when we regard it appropriate. Invoices are usually rendered on a monthly basis for longer-term projects. Invoices may not include some disbursements falling within the period of the invoice but which are notified to us late. Any such disbursements will be included in a subsequent invoice.
- Payment of fees and disbursements is due upon presentation of our invoice unless we shall have otherwise agreed in writing. Any funds received from the Client will be applied in settlement of our outstanding invoices in date order.
- Unless otherwise agreed by us, our fees and disbursements shall be invoiced, in Sterling.
- We may require the Client to make an initial payment to us on account of our fees and disbursements for work that we have been instructed to undertake. Any such payment received shall be held in our client account. As the matter proceeds, we may request further payments on account in order to ensure that at all times we maintain a sufficient fund to cover (a) anticipated work to be done and (b) work carried out, but not as yet billed. Interest may be earned on larger payments held in our client account or in a separately designated client deposit account, in accordance with the Accounts (Deposit Interest) Rules 1989, and in where relevant accordance with the Solicitors Regulation Authority Accounts Rules 2011.
- We shall account to the Client for such interest, less income tax or retention tax where required by law to be deducted.
- We reserve the right to settle any unpaid invoice out of funds held in our client account not earlier than ten days following the date of issue of such invoice. We shall not exercise this right if, prior to the expiration of that ten-day period, the Client:
We reserve the right to settle any undisputed part of the invoice out of the funds held in our client account.
- notifies us in writing that our invoice is disputed;
- informs us of the grounds of dispute; and
- identifies what part or parts of the invoice are disputed.
- The Client will be responsible for the settlement of our fees and disbursements unless we have waived the liability in writing. No (a) agreement by us to invoice or send the invoice to a third party or (b) acceptance by us that a third party has agreed to pay the fees and disbursements or (c) acceptance that the Client is insured shall be construed as a waiver of the Client's primary responsibility to settle our fees and disbursements.
- If the Client fails to make payments on account as we request, or fails to pay our fees and/or disbursements as they fall due, we may cease to act for the Client pending payment in full of all such amounts or terminate our contract with the Client.
- If any payment is not made by the due date, in addition to any other rights or remedies, we reserve the right to exercise a lien over the files and documents of the Client. This means that no files or documents will be released until all amounts owing are paid.
- Should the Client wish to transfer funds to us this may be done by telegraphic transfer (at all times quoting the matter number and, if applicable, the invoice number). We will supply details of our client account on request. The Client is requested to notify the Partner in charge of the matter when sending funds by telegraphic transfer so that our Finance Department can be informed. We accept no responsibility for our inability appropriately to allocate funds received without clear notification of the matter number or invoice number (if any) in respect of which the payment is made.
CLIENT ACCOUNT FUNDS – CLIENT BANK INSOLVENCY
- Any monies retained in our client account, whether held (a) on account of our fees or disbursements (b) pending resolution of a transaction or as proceeds of a completed transaction (c) as settlement monies (whether received from or payable to a third party), or howsoever otherwise held, are or will be placed with an institution which is regulated as a "deposit-taking business" pursuant to the Banking Supervision (Bailiwick of Guernsey) Law 1994, as amended, or any successor legislation (the Client Bank).
- In the event of the Client Bank being subject to or undergoing any form of "insolvency" (such as désastre, liquidation, administration or any similar process) (the Insolvency), we shall not be liable for any losses, damages, liabilities, claims, costs and expenses howsoever arising from the Insolvency, including without limitation, the loss of any or all of the monies held by the Client Bank as referred to above.
- We shall not be responsible for seeking or undertaking any due diligence on any Client Bank's financial position.
- In the event of such Insolvency, the liability of the Client for payment of our fees and disbursements and our right unilaterally to suspend or terminate our contract with the Client and the performance of all or any services provided under it in the event of non-payment of our fees or disbursements, shall remain unaffected.
- This clause does not apply in respect of undertakings we have provided or shall provide to the Client or to third parties as part of our legal services to the Client, unless otherwise expressly agreed with the Client and/or the third party as appropriate.
DEDUCTIONS OF AMOUNTS DUE
In addition to payments received on account, whenever we hold funds that are due to the Client in any matter (for example in cases where funds are payable to the Client on the conclusion of a matter, or we hold a deposit towards costs, or we have recovered costs for the Client from another party), we reserve the right to deduct amounts due to us relating to that matter or to any other of the Client's matters out of such funds.
INTEREST ON LATE PAYMENT
Our invoices are payable upon presentation. We reserve the right to charge interest on unpaid invoices, such interest to be compounded quarterly from the date of the invoice to the date of payment, accrued daily, at a rate of 2 percentage points per annum above The Royal Bank of Scotland International Limited base rate from time to time.
LIMITATION OF OUR LIABILITY TO THE CLIENT AND OTHER PERSONS
- Our aggregate liability in contract or tort (including negligence) or under statute or otherwise, for any loss (including direct loss and indirect or consequential loss and including loss of business or profits), liability or damage suffered by the Client or any other person that may arise from or in connection with our legal services, shall be limited to that proportion of such loss, liability or damage suffered by the Client or any other such person after taking into account:
or if no amount is so specified, to an amount not exceeding £3,000,000.
- any contributory act or omission (including any contributory negligence) of the Client or any other such person, respectively;
- any amount which the Client or any other such person, respectively, would have been entitled to recover from any other adviser or party in the absence of any exclusion or limitation of liability agreed with such adviser or party; and
- to the amount specified by us in any letter of engagement from us to the Client or to any person acting on behalf of the Client, in relation to those legal services,
- Any claim made by the Client or any other person in respect of any loss (including direct loss and indirect or consequential loss and including loss of business or profits), liability or damage arising from or in connection with our legal services, whether in contract or tort (including negligence) or under statute or otherwise, must be made: (i) where those legal services have been delivered, within three years of the date on which the work giving rise to the claim was performed; and (ii) if those legal services have been terminated, within three years of the date of termination, and in either of these cases that shall be the date when the earliest cause of action (in contract or tort (including negligence) or under statute or otherwise) shall be deemed to have accrued in respect of the relevant claim. For the purposes of this clause a claim shall be made when court or other dispute resolution proceedings are served on us.
- Nothing in these Terms shall limit or exclude any liability that cannot lawfully be limited or excluded (including liability for fraud or fraudulent misrepresentation).
- You agree that (without prejudice to the provisions of the Limited Liability Partnership (Guernsey) Law, 2013), no member of Ferbrache & Farrell LLP is liable for any debt of Ferbrache & Farrell LLP, or of any other member of Ferbrache & Farrell LLP, by virtue solely of his or her membership.
DISAGREEMENTS IN RELATION TO OUR FEES / COMPLAINTS
- In the event of a bona fide (a) dispute concerning our fees and/or disbursements or (b) complaint about our services, we shall try to resolve such dispute or complaint with the Client to the satisfaction of both parties. The Client should inform the Partner in charge of the matter of details of the Client's grounds for disputing the fees raised or disbursements incurred or setting out the nature of the complaint. We shall make every effort to deal with such dispute or complaint promptly. If such dispute or complaint cannot be resolved within a reasonable period with such Partner, the Client should contact Advocate Alastair Hargreaves as the Managing Partner of Ferbrache & Farrell LLP.
- If such dispute or complaint cannot be resolved, either the Client or we may refer it to the Bâtonnier of the Guernsey Bar. The details of the current Bâtonnier are available upon request, or may be obtained from the Guernsey Bar website at http://www.guernseybar.com.
- If such a dispute relates to the provision of our professional legal services (to include conveyancing) relating to residential property in England and Wales then the below procedure applies.
Our England & Wales conveyancing team want give you the very best possible service. However, if at any point you become unhappy or concerned about the service you have received from us then you should inform us immediately, so that we can do our best to resolve the issue for you. Therefore, it is very important that when something goes wrong you tell us about it straightaway. This will help us to put matters right where appropriate and improve our standards.
And finally, please rest assured that making a complaint against us will not affect how we handle your case and you will not be charged for time spent in us handling your complaint.
- In the first instance it may be helpful for you to contact the fee earner who is directly involved and working on your transaction to discuss your concerns and we will do our best to resolve any problems at this stage.
- If however you feel you would like to make a formal complaint, then may we please ask you to follow the steps below and we will do our best to resolve the problem:
If you have a formal complaint, please contact the Managing Partner Alastair Hargreaves in writing:
By email: Alastair.Hargreaves@ferbrachefarrell.com; or
By post: Ferbrache & Farrell LLP
Rue Du Pre
St Peter Port
Guernsey. GY1 1LU
Your written complaint will be acknowledged within three working days. If we have to change any of the timescales set out below, we will let you know and explain why.
What will happen next?
- We will send you a letter/email acknowledging your complaint within three working days of receiving it.
- If it seems appropriate, we may ask you to clarify or explain any details, and/or suggest a meeting at this stage. We will then investigate your complaint, examining the relevant file and speaking with members of staff as appropriate
- If appropriate, we will then invite you to meet or to speak with the Managing Partner or another Senior Partner over the telephone to discuss and, we hope, to resolve your complaint. We should be in a position to do this no longer than fourteen days after first receiving your complaint.
- Following that discussion we will write to you to confirm what took place and any suggestions we have made or solutions that have been agreed with you.
- If you would prefer not to meet or speak over the telephone, or if it is not practical or appropriate, or if we cannot arrange it within an acceptable timescale, we will write fully to you setting out our views on the situation and any suggestions we may have to resolve it. We should be in a position to do this within eight weeks of receiving your complaint.
- At this stage, if you are still not satisfied, please contact us again to explain why you remain unhappy with our response and we will consider your comments. Depending on the matter we may at this stage arrange for another partner to review the decision.
- We will write to you again within fourteen days of receiving your request for a review setting out our final position on your complaint and explaining our reasons.
If you are still not satisfied, you can then contact the Legal Ombudsman by post at PO Box 6806, Wolverhampton WV1 9WJ, by telephone on 0300 555 0333, or by e-mail to firstname.lastname@example.org. Any complaint to the Legal Ombudsman must usually be made within six months of your receiving a final written response from us regarding your complaint. Further information and guidance is available on the Legal Ombudsman's website at www.legalombudsman.org.uk
Please note that the Ombudsman is there to deal with concerns about the level of service received.
Where there are more serious concerns that a solicitor or solicitor’s firm have been involved in professional misconduct then reports can also be made to the Solicitors Regulation Authority, the regulator of Solicitors and Solicitor firms in England and Wales. This could be for quite unusual and serious acts of misconduct such as dishonesty, taking or losing client’s money or treating you unfairly because of your age, a disability or other characteristic. Obviously we do not anticipate any such problems arising and would ask that you notify the matter supervisor straight away if you have any such concerns. You can find out more about the Solicitors Regulation Authority including their contact details and professional conduct rules on their website: www.sra.org.uk
LIABILITY FOR COSTS IN CONTENTIOUS MATTERS
- If we are dealing with a contentious matter on the Client's behalf and succeed in obtaining a court ruling in the Client's favour, the Court may order the other party to the action to pay the Client's "Taxed" or "Assessed" Costs. It is important that the Client should understand that these costs are determined with regard to a tariff and are invariably less (typically 20-40% less) than the fees and disbursements that we are entitled to bill and/or may already have billed the Client. The Client will be liable for payment to us of our billed fees and disbursements, but will be entitled to endeavour to recover the amount of the Taxed or Assessed Costs as awarded by the Court from the other party. The payment of our fees and disbursements is under no circumstances dependent upon the recovery by the Client of such awarded costs against the other party.
- In the event that the Client's action is unsuccessful, the Court may award costs against the Client. In that event the Client must understand that he may then be liable to pay the other party's costs, in addition to the fees and disbursements that will be due to us by the Client.
PRIVACY, COPYRIGHT AND INDEMNITY
- Any legal advice, opinion or report that we provide to the Client is so provided solely in the context of the instruction received from the Client and solely for the Client's use. The Client shall not rely on any such advice, opinion or report in any other context and shall not make such advice, opinion or report available to any third party without our prior written consent. We assume no responsibility and accept no liability in respect of any claim by any third party who or which may act or purportedly act in reliance upon such legal advice, opinion or report, unless we have expressly agreed in writing with such third party that we assume responsibility.
- We expressly reserve copyright/intellectual property rights in any legal documentation, drafting or advice provided to the Client. 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, drafting 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.
- 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.
TERMINATION / CESSATION
- We expect to continue to act in any matter on which we accept instructions until the matter is completed. The Client may, however, terminate our contract with the Client at any time by written notice to the Partner in charge of the Client's matter.
- We may also terminate our contract with the Client at any time by written notice to the Client, but shall not normally do so, save in accordance with these Terms, unless a conflict of interest arises or we consider that for any other reason we should not continue to represent the Client.
- On termination of our contract with the Client, regardless of who terminates it, we shall be entitled to recover all fees and disbursements chargeable up to and subsequent to the date of termination (including any fees and disbursements incurred in concluding the matter and/or transferring the Client's files to another adviser).
- Where we cease to act for the Client (including on termination of our contract with the Client) our duty of care to the Client under our contract with the Client or any other provision of law will cease.
- We shall be entitled to recover all fees and disbursements chargeable up to and subsequent to the date of such cessation (including any fees and disbursements incurred in concluding the matter and/or transferring the Client's files to another adviser). We shall bear no liability or responsibility for the consequences of such cessation.
Any provision of these Terms that is prohibited or becomes unenforceable under the laws of Guernsey which affects the performance or enforceability of these Terms shall be ineffective to the extent of the prohibition or unenforceability but without invalidating the remaining provisions of these Terms, nor shall it affect the validity or enforceability of that provision in any other jurisdiction.
RETENTION OF DOCUMENTATION AND TRIGGER DATES
- We shall be entitled to retain all documentation which has come into existence during the continuance of any matter on which we have accepted instructions (including following termination of the same) until payment in full of all fees and disbursements.
- Subject to payment in full of all fees and disbursements, we will, on the Client's request, provide originals (or, if so requested, copies) of any documentation belonging to the Client that we are holding or have under our control and that has come into existence during the continuance of any matter on which we have accepted instructions. We reserve the right to retain copies of any such documentation that may be requested.
- Subject to the other provisions of this clause, all Client documentation (whether in physical form or electronic format) will be retained and disposed of in compliance with our policy in effect from time to time. Subject to future changes, it is our current policy that unless we have agreed a shorter period in writing, we shall retain the Client's documentation for a minimum of 10 years after the completion or termination of our services to which that documentation relates before securely disposing of it. For documentation that does not need to be retained in physical form we will retain only electronic copies.
- Notwithstanding our agreement to retain documentation set out in the preceding paragraph, whether during or after any matter on which we accept instructions, we will not be liable for any loss, destruction or damage of or to such documents or files howsoever caused.
- Ferbrache & Farrell LLP is not obliged to inform you of any trigger date (being a date by which you are required to do or refrain from doing an act to protect an interest or legal right).
FUTURE LEGAL DEVELOPMENTS AND FACTUAL MATTERS
Unless otherwise agreed by us, we shall be under no obligation to advise the Client or undertake any investigations as to any legal developments or factual matters that might affect the Client's affairs generally or, after completion of any matter on which we accept instructions, any legal developments or factual matters related to or that might affect that matter.
GOVERNING LAW AND JURISDICTION
- These Terms are governed by Guernsey law in so far as they relate to the provision of services by Ferbrache & Farrell LLP.
- The Client agrees to submit to the non-exclusive jurisdiction of 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 Ferbrache & Farrell LLP.