Terms & conditions
1. Introduction and Definitions
1.1. Chesann Trower (also known as Ches) holds a business license as a sole trader. Her registered business name is Comply.
1.2. References in these terms and conditions (T&Cs) to I and my refer to Ches Trower and Comply. References to you and your refer to the Client and any of the Client’s appointees, officers or employees. References to us and our mean you and me, the parties to the Agreement.
1.3. Agreement means any agreement, in any form, that incorporates the T&Cs made between us relating to the provision of the Services. This includes an email agreement.
1.4. Business Day means any day on which retail banks are open in Jersey (not being a Saturday, Sunday, public or bank holiday).
1.5. Client means any person or persons to whom I have entered into an Agreement to provide Services.
1.6. Client Information has the meaning ascribed to it in clause 8.1.
1.7. Gross Negligence in relation to a person means a standard of misconduct adjudged by a court of law to be beyond negligence whereby a person acts or fails to act with actual appreciation of an obvious, unacceptable risk involved or acts or fails to act with serious disregard of or indifference to an obvious, unacceptable risk.
1.8. Jersey Data Protection Law means the Data Protection (Jersey) Law 2018.
1.9. Laws and Regulations means any applicable law, order, regulation, rule, order of court, code or similar in any jurisdiction, as amended, re-enacted or modified from time to time.
1.10. Losses means any loss, cost, charge, expense, payment, interest, demand, claim, proceeding, suit, penalty, damages, legal fees, liability, obligation, detriment, adverse judgement, order or other sanction.
1.11. Party means a party to the Agreement.
1.12. Services means the services as agreed between us in the Agreement (or any subsequent supplemental agreement or communication) and to which these T&Cs apply.
1.13. To assist with the interpretation of these T&Cs and any Agreement:
1.13.1. words denoting the singular include the plural and vice versa;
1.13.2. where the masculine, feminine or other gender terms are used, they may be interpreted interchangeably;
1.13.3. the words execution, signed, and signature shall include electronic signatures, which shall have the same legal effect, validity, and enforceability as a manually executed signature; and
1.13.4. unless expressly provided otherwise herein, a reference to legislation or a legislative provision shall include all subordinate legislation made from time to time and to legislation as updated or amended from time to time.
2. Application of T&Cs and Variation
2.1. These T&Cs apply to all Services provided by me or my associate or substitute and should be read in conjunction with any Agreement made between us.
2.2. In the event of any inconsistency between these T&Cs and the terms of any Agreement, the terms of the Agreement shall prevail.
2.3. I will provide, or arrange the provision of, the Services and will have the power, authority and right to act in accordance with the Agreement.
3. Scope and Provision of Services
3.1. I shall provide the Services set out in the Agreement in line with the terms within it.
3.2. In performing the Services, I am acting in a support capacity, not in a regulated capacity, including Principal Person or Key Person roles.
3.3. Any additional services, time, or scope increases shall be subject to my availability and resources and must be agreed upon in writing (email or letter).
3.4. It remains at my absolute discretion whether I will agree to any additional services, time or scope increases.
3.5. In the event I am unable to provide the agreed Services due to, inter alia, sickness or incapacity, I will notify you as soon as reasonably possible and arrange for the rescheduling of such Services where possible.
3.6. With your prior agreement, I may sub-contract some or all of the services to another suitably qualified delegate.
4. Instructions
4.1. I may rely and act upon instructions given in writing (email or letter) in a legible form, given or purportedly given by you or any person I reasonably believe to be authorised to give the instructions on your behalf.
4.2. I shall not be obliged to take or omit to take any action pursuant to instructions where, in my opinion, I have doubts as to the authority of the person giving the instructions, such instructions are not sufficiently clear and/or precise or do not contain sufficient information to allow me to comply materially with such instructions.
4.3. I shall not incur any liability in respect of any action taken or not taken by me in good faith in reliance upon instructions, and you irrevocably indemnify me, to the fullest extent of the law, against Losses suffered or incurred by me resulting from any action taken or not taken by me in good faith in reliance upon instructions.
4.4. In providing the Services, I may refuse to act or take any action or omit to take any action which, in my opinion:
4.4.1. may be contrary to any Laws or Regulation;
4.4.2. may be inconsistent with any duty owed to you by me; or
4.4.3. would result in the risk of prosecution or other sanctions of any kind in any jurisdiction.
5. Undertaking and Acknowledgements
5.1. You undertake and covenant that:
5.1.1. You will provide me with all information, documentation, and data necessary for me to provide the Services. It will be complete, accurate, and not misleading.
5.1.2. You will make personnel available to engage with and provide timely feedback to deliver the Services.
5.1.3. No instructions will require any unlawful act to be undertaken by me or on my behalf.
5.1.4. You will neither cause nor permit anything to be done which will or is likely to impose any civil or criminal liability or penalty on me.
5.2. You acknowledge and accept that:
5.2.1. I will primarily communicate with you using email. Internet communications, however, cannot be guaranteed to be secure or error-free as they may be intercepted, corrupted, lost, arrive late or contain viruses;
5.2.2. any regulatory advice that I provide is for your benefit alone for the purpose of the Services. Unless I expressly agree otherwise, the advice is not to be used or relied upon by third parties. I accept no responsibility for any consequences arising from reliance upon my advice by any person other than you;
5.2.3. the Services do not, and will not, include the provision of any legal advice, investment advice or tax advice on the laws or regulations of any jurisdiction, and any discussions that I may enter into with you in the course of the provision of the Services will be for general information purposes only. No such discussions may be relied upon by you as legal, investment or tax advice;
5.2.4. at no time is my advice to be regarded or construed as evaluating or recommending a commercial decision or a given course of action. The determination and the consequences of any course of action are matters entirely to be determined by you; and
5.2.5. any advice applies to the Laws and Regulations of Jersey in force at the time I provide my Services. I am not responsible for advising on changes in the Laws or Regulations after I have delivered my advice. I am not providing advice in respect of compliance with any Laws or Regulations of any jurisdiction other than Jersey.
6. Payments, Fees, Expenses and Disbursements
6.1. In consideration and cause of the performance of the Services, invoices will be rendered, and you shall pay me in line with the terms of the Agreement.
6.2. In some cases, the provision of a deposit will be required to secure services. Any deposit requirements and refund possibilities will be set out in the Agreement.
6.3. Invoices generally include all fees and any expenses or disbursements incurred up to the invoice date. Expenses may include but are not limited to travel expenses incurred due to the provision of the Services. Fees should be paid by bank transfer to my nominated bank account. I do not accept payment by credit card or in cash.
6.4. Unless otherwise agreed with me, payment is due in full within 7 days of the date of the invoice. I shall be entitled to charge interest, with effect from the invoice date, on any sums not paid within 30 days of the date of the relevant invoice, at the rate of 8% per annum, and to recover all costs incurred in recovering amounts not so paid. If I instruct a debt collection agency to collect any debt owed to me by you, you will be obligated to pay such debt collection agency’s fees concerning the collection of the debt.
7. Intellectual Property
7.1. I will retain all existing and future intellectual property rights to any ideas, plans, inventions, systems or documents created in connection with the Services or adapted for use by you.
7.2. You acknowledge that nothing in the Agreement transfers my intellectual property to you, save that you are entitled to use the documents created in the delivery of the Services.
7.3. Should you wish to record any Services I provide, such as training sessions, you must obtain my permission and then delete the recording after the period I specify.
8. Confidentiality and Data Protection
8.1. References in these T&Cs to Client Information means all the details I hold about you and the matters upon which you instruct me, whether those details are supplied by you or come from third parties. I am committed to ensuring that Client Information is kept confidential in accordance with these T&Cs.
8.2. Subject to clauses 8.6 and 8.7, I shall not at any time disclose to any person any Client Information and shall treat it as confidential.
8.3. Subject to clause 8.6, you shall not at any time disclose to any person (other than your employees on a need to know basis and provided they are subject to similar standards of confidentiality) and shall treat as confidential any information regarding our engagement (including but not limited to fees, business operations, terms, customers).
8.4. You must ensure that any Client Information provided to me has been provided legitimately and that there is a legitimate basis under any applicable data protection legislation, including but not limited to the Jersey Data Protection Law for providing such data to me.
8.5. Where such Client Information consists of personal data, you acknowledge that may process such personal data in accordance with my privacy policy, which is available on comply.je.
8.6. Neither party shall disclose to any third parties any Client Information or confidential information about me, unless:
8.6.1. such disclosure is permitted by these T&Cs;
8.6.2. such information is already in the public domain or known by the recipient (otherwise than as a result of unauthorized or improper conduct of the recipient);
8.6.3. disclosure is required under any applicable Laws or Regulations, any order of court with jurisdiction or pursuant to any direction, request or requirements of any governmental, regulatory or supervisory body;
8.6.4. the disclosure of any information is to any person I reasonably believe to be authorised or engaged by you, for example, delegates or professional advisors who received the same under a duty of confidentiality;
8.6.5. the disclosure of any information in accordance with clause 5.2; or
8.6.6. the disclosure of any information is with the consent of the parties to the Agreement.
8.7. I may disclose Client Information for legitimate business purposes to service providers or agents who are subject to duties of confidentiality such as personal assistants, auditors, insurers, debt collectors and providers of computing facilities.
8.8. I may use and disclose Client Information for legitimate business purposes, including general client management and marketing my services to you in the future.
8.9. From time to time, I may wish to refer to you as a client of mine on my website, in publications or in other marketing material. Prior to making any reference to you in marketing materials, I will seek your prior written consent.
8.10. If I have suspicions of money laundering, terrorist financing, proliferation financing or sanctions evasion based on information obtained by me professionally, it may be necessary for me to report those suspicions to the relevant authorities. Such a report does not breach any duty of confidentiality owed and I shall not be liable for any Losses suffered as a result of a delay in providing the Services or for my refusal to provide information regarding such delay.
9. Limitation of Liability and Indemnity
9.1. Without prejudice to any of the provisions of this Clause 9 and other than in circumstances where liability cannot be excluded or limited by law, my liability (including any liability for costs) for any Losses suffered directly or indirectly by you or any persons that may arise from or in connection with the Services shall be capped at a level of:
9.1.1. three times the fees paid to me for the provision of the Services during the previous 12 months from the date in which any event or incident might occur; or
9.1.2. the limit of my professional indemnity insurance,
whichever is the lower. This is agreed as a reasonable limit on my liability.
9.2. I will not be liable for any failure or delay in providing any Services as a result of circumstances beyond my control including, without limitation, fire, flood, storm, earthquake, wars, riots, epidemics, pandemics, power failures, failures of communication or electronic systems and/or cyber attacks.
9.3. In the absence of fraud, wilful default or Gross Negligence, I will not be liable for any Losses suffered or incurred by you at any time from any cause whatsoever arising out of any act or omission in connection with my duties under the Agreement.
9.4. You shall indemnify (on a full indemnity basis) me against any Losses which may be suffered or incurred by me in connection with the provision of Services, save where such Losses arise from fraud, wilful default or Gross Negligence.
9.5. The indemnity set out in clause 9.4:
9.5.1. extends to any Losses suffered or incurred in respect of proceedings, claims or demands brought against any indemnified person by any third party arising out of or in connection with the provision of the Services; and
9.5.2. I may be called upon in respect of claims, proceedings, or demands, whether or not I am a party to them and whether or not I have suffered any Losses.
9.6. I shall not be required to take any legal action on behalf of you unless I agree and unless I am fully indemnified to my satisfaction against all costs and liabilities, howsoever connected with such actions. If you request me in any capacity to take any action that, in my opinion, may make me liable for the payment of money or liable in any other way, and if I agree, then I shall be kept indemnified in a form satisfactory to me as a prerequisite to taking such action.
10. Complaints
10.1. If you wish to make a complaint against me, you must notify me of the nature of the complaint in writing. The complaint will be dealt with by me.
10.2. Where a complaint cannot be resolved between us acting in good faith, I will appoint an independent third party to consider the complaint on your behalf.
10.3. An acknowledgement of the complaint will be made within 5 business days of receipt.
10.4. I shall keep complainants informed about the progress of their complaint, including details of any actions being taken to resolve it.
10.5. This does not interfere with your or my legal rights granted by law or other regulations.
11. Amendment and Variation
11.1. I may amend any engagement letter and/or these T&Cs with immediate effect to the extent that an amendment is required to ensure ongoing compliance with applicable Laws and Regulations or to rectify any non-material errors or inconsistencies that do not adversely affect you. The continuing acceptance of the Services after notice of any such amendment shall be regarded as acceptance of such amendment.
11.2. I reserve the right to amend or vary the T&Cs at any time, and I undertake to inform you not less than 30 days prior to such change taking effect.
11.3. Upon expiry of such 30-day period, you shall be deemed to have consented to the amendment or variation unless, within that period, you have raised an objection to me in writing.
11.4. I may, in my absolute discretion, waive or delay the implementation of any proposed amendment or variation if you give reasonable justification for requiring such delay or waiver, it being understood that any such delay or waiver would not affect the validity of these T&Cs.
11.5. You and I may, at any time in writing, mutually agree to vary these T&Cs or the Agreement.
12. Termination
12.1. I shall be entitled to receive all fees and expenses accrued due up to the date of termination of the Agreement, except in cases of fraud, wilful default and Gross Negligence.
12.2. The Agreement shall be terminated immediately upon one party giving to the other party notice of termination in the event of:
12.2.1. either party becoming bankrupt (within the meaning of the Interpretation (Jersey) Law 1954), insolvent or going into liquidation (other than voluntary liquidation) or some event having equivalent effect occurring; or
12.2.2. either party committing a material breach of the Agreement and (if such breach is capable of remedy) that party not making good such breach within thirty days of service upon the party in breach of notice requiring the remedy of such breach.
12.3. I may terminate our engagement immediately when I consider that:
12.3.1. your actions may potentially breach any Laws or Regulations;
12.3.2. you may be unable to meet any of your contractual payment obligations to me; or
12.3.3. you are under investigation by any legal, judicial, fiscal, regulatory, or policy body in any jurisdiction or threatened with or charged with any criminal offence in any jurisdiction.
12.4. Either party may terminate our engagement upon giving the required notice in writing. The notice period required shall be as stated in the Agreement. Termination of the Agreement prior to the completion of such notice period will require mutual consent.
12.5. Any deposits received and deemed non-refundable per our Agreement will not be returned.
12.6. Upon termination of the Agreement for whatever reason, subject to my obligations under applicable data protection legislation, I will return any documentation and equipment which is your property.
12.7. You acknowledge that my working papers relating to carrying out my duties are my property. This is subject to the Confidentiality provisions at clause 8.
13. Conflicts of Interest
13.1. My services are not exclusive, and I shall be free to provide similar services to other persons.
13.2. You acknowledge that, in providing similar services to other persons, I may provide services to clients where the interests of that client and you may conflict.
13.3. In the event of a material conflict of interest between my clients, I shall not provide any services without securing prior written consent from all affected parties. This consent will outline the nature of the conflict and the proposed manner in which I will handle the materially conflicting interests.
14. General
14.1. The Agreement shall be binding upon and inure to the benefit of the parties, their successors and permitted assigns.
14.2. If any Client is more than one person, all obligations (including payment of fees) will be joint and several, and each person appoints the other to act as their agent to exercise full power and authority with respect to the Services.
14.3. If at any time one or more of the provisions of the Agreement is or becomes invalid, illegal or unenforceable in any respect under any law, the validity, legality and enforceability of the remaining provisions shall not be in any way affected or impaired thereby.
14.4. None of the parties to the Agreement shall do any act, matter or thing which would or might prejudice or bring into disrepute the business or reputation of the other parties to the Agreement.
14.5. The parties' rights under the Agreement are cumulative, may be exercised as often as they consider appropriate and are in addition to their respective rights under the general law. They shall not be capable of being waived or varied otherwise than by an express waiver or variation in writing, and in particular, any failure to exercise or any delay in exercising any of such rights shall not operate as a waiver or variation of that or any other right. No act of course of conduct or negotiation on the part of either party shall in any way preclude it from exercising any right or constitute a suspension or variation of any right that it may have under the Agreement.
14.6. Each party shall do, execute and perform such further acts, and documents as may be required to give full legal and practical effect to the Agreement.
14.7. The Agreement constitutes a contract for the provision of services and not a contract of employment.
14.8. For the purposes of the Agreement, I shall be deemed to be an independent contractor and, unless otherwise expressly authorised pursuant to instructions, shall have no authority to act on behalf of or to represent you in any way.
15. Notices
15.1. Notices to be given under the Agreement shall be made in writing and deemed to be received in line with the following:
15.1.1. Sent by email using the email address as notified to the other for the purpose: the Business Day following the date sent.
15.1.2. Sent by post using the address as notified to the other for the purpose (in default of which, to the registered office address): three days after the date sent for Jersey, and seven days for outside of Jersey.
15.1.3. Delivered by person: same day of delivery.
16. Governing Law and Jurisdiction
16.1. The Agreement is governed by and shall be construed in accordance with the laws of Jersey.
16.2. Each of the parties to the Agreement irrevocably agrees that the courts of Jersey shall have jurisdiction to hear and determine any suit, action or proceeding, and to settle any disputes, which may arise out of or in connection with the Agreement and, for such purposes, irrevocably submits to the jurisdiction of such courts.
Last updated 26 August 2024