1. Acknowledgement and acceptance
If the legal client, or any person contracting with Purpose Limited (“We” and/or “Purpose”) continues to contract with Purpose in connection with any matter or transaction following the receipt by any of those persons of these terms and conditions (“Terms and Conditions”), you (“You” and/or “Customer”) understand, and it shall be deemed, that You have expressly acknowledged and accepted these Terms and Conditions and shall be legally bound by the Terms and Conditions.
2.1. Please read these Terms and Conditions carefully. These Terms and Conditions outline the conditions upon which Purpose agrees to provide services to You.
2.2. Whilst it seeks to set out the Terms and Conditions upon which We agree to provide services to You in more detail, it does not aim to cover all of the issues which may arise during the course of the relationship.
2.3. Please contact us if there is anything in these Terms and Conditions which is unclear or you do not understand.
3. Professional rules and practice guidelines
Purpose will observe the bye-laws, regulations and ethical guidelines of the Institute of Chartered Accountants in England and Wales and accept instructions to provide services to You on the basis that we will act in accordance with them. As a client of Purpose You can see copies of these requirements in our offices. The requirements are also available on the internet at www.icaew.com/membershandbook.
4 . Retention of records
4.1. During our work we will collect information from You and others acting on your behalf and will return any original documents to You following completion of our work. You should retain your records for 10 years following the end of the relevant year.
4.2. Whilst certain documents may legally belong to You, unless You tell us not to, we intend to destroy correspondence and other papers that are more than ten years old, except documents we think may be of continuing significance. You must tell us if You wish us to keep any document for any longer period.
5. Conflicts of interest and independence
We will notify You immediately should we become aware of any potential conflict of interest involving us and affecting You.
We confirm that where You give us confidential information, we and our personnel shall at all times keep it confidential, except as required by law or as provided for in regulatory, ethical or other professional statements relevant to our engagement.
7. Data Protection (Jersey) Law 2018
8.1. "Adequate Protection" means where in the view of the European Commission a third country or territory provides an adequate level of protection for Personal Data (such as Guernsey or Jersey), or where the Data Importer is bound under the terms an EU-approved mechanism for the protection of Personal Data (such as the EU-US Privacy Shield or binding corporate rules), or where a Data Transfer Agreement has been entered into with the Data Importer;
8.2. “Data Controller” means the natural or legal person, public authority, agency or other body which, alone or jointly with others, determines the purposes and means of the Processing of Personal Data;
8.3. "Data Importer” means a Subprocessor established in a country that is neither a Member State nor considered by the European Commission to have Adequate Protection;
8.4. “Data Processor” means a natural or legal person, public authority, agency or other body which Processes Personal Data on behalf of the Data Controller;
8.5. "Data Subject" is the identified or identifiable natural person the Personal Data is relating to;
8.6 . “Data Processing Agreement” means any contract or other legal agreement, other than these Terms and Conditions, that is binding on the Data Processor with regard to the Data Controller and that sets out the subject-matter and duration of the Processing, the nature and purpose of the Processing, the type of Personal Data and categories of Data Subjects and the obligations and rights of the Data Controller;
8.7. "Data Protection Law" means all applicable data protection legislation in effect during the use of these Terms and Conditions, including the General Data Protection Regulation 2016/679 and all national implementing legislation applicable to the Processing (including the Data Protection (Jersey) Law 2018).
8.8 . "Data Transfer Agreement" means the standard contractual clauses for the transfer of Personal Data to third countries approved by the European Commission (which for the purposes of any applicable Subprocessor appointment shall be those intended for use in a Data Controller to Data Processor transfer);
8.9. "Personal Data" has the meaning given to it in Data Protection Law, and for the purpose of these Terms and Conditions it includes Personal Data controlled by the Customer and Personal Data Purpose Processes on behalf of the Customer but related to other Data Controllers;
8.10. “Privacy Notice” means the Privacy Notice setting out what Purpose will do with Customer’s Personal Data which can be found on Purpose’s website;
8.11. "Process" or "Processing" means any operation or set of operations which is performed on Personal Data or on sets of Personal Data, such as collection, recording, organisation, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction;
8.12. “Subprocessor” means any subcontractor engaged by Purpose to provide Services that may involve the Processing of Personal Data in accordance with these Terms and Conditions (and "Subprocessing" shall be interpreted accordingly).
9. Purpose provides certain services which may involve the Processing of Personal Data to the Customer (“Services”).
10. Purpose shall uphold Data Subjects’ privacy rights and comply with applicable Data Protection Law in relation to any Personal Data Processing activity carried out in relation to or connected with the provision of the Services.
11. These Terms and Conditions shall regulate the provision, use and Processing of Personal Data which Purpose (“the Data Processor”) will be Processing on behalf of the Customer (“the Data Controller”).
12. Terms and Conditions
12.1 The Customer is (a) the sole Controller of Personal Data or (b) has obtained authorisation of the relevant Data Controller(s) to agree to the Processing of Personal Data by Purpose as set out in these Terms and Conditions.
12.3. The Customer authorises Purpose to Process Personal Data under the terms of these Terms and Conditions in order to provide the Services.
These Terms and Conditions shall continue in full force for the duration of the Services for which Processing is carried out by Purpose.
14. Obligations of Parties
14.1. Purpose will Process Personal Data in accordance with these Terms and Conditions. These Terms and Conditions constitute the Customer’s instruction for Purpose to Process Personal Data, but the Customer may provide additional instructions that are legally required.
14.2. Purpose undertakes to implement appropriate technical and organisational measures to protect Personal Data against unauthorised or unlawful Processing and against accidental loss, destruction, damage, alteration or disclosure. Customer agrees that appropriate technical and organisational measures will include those equivalent to the ones provided for by ISO 27001 (or such other recognised information security management standard as may be agreed in writing between the parties from time to time).
14.3. Purpose shall ensure that Purposes' personnel who are involved in the Processing of Personal Data are bound by confidentiality obligations by law.
14.4. Purpose agrees and understands that
14.4.1. it shall not transfer any Personal Data to a country or territory outside of the European Economic Area or the Channel Islands unless Adequate Protection is assured, and then only otherwise in accordance with the Customer's written instructions; or
14.4.2. it may, on reasonable notice to the Customer or upon the Customer's written instructions, appoint a Subprocessor to Process Personal Data in connection with the Services, but only under terms that provide no less protection for the rights and freedoms of Data Subjects than those under these Terms and Conditions.
For avoidance of doubt, where the Customer's written instructions are referred to above, this shall include whatever Processing (including by means of Subprocessing) is reasonably necessary for providing the Services.
14.5. To the extent permitted by law, Purpose shall notify the Customer if it receives:
14.5.1. a request from a Data Subject to have access to that person's Personal Data; or
14.5.2. a complaint or request relating to the Customer's obligations under Data Protection Law.
14.6. Purpose shall, taking into account the nature of the Processing, provide the Customer with reasonable co-operation and assistance, insofar as this is possible, for the fulfilment of the Customer’s obligation to respond to requests for Data Subjects to exercise their rights under Data Protection Law.
14.7. Purpose shall notify the Customer without undue delay after becoming aware of a Personal Data breach with respect to the Services, and shall promptly investigate the breach.
14.8. Purpose will assist the Customer with any instruction relating to the deletion or return of all Personal Data to the Customer at the end of the provision of the Services relating to the Processing unless otherwise required by applicable law. If Purpose doesn’t receive instructions from the Customer within 90 days of the end of the provision of the Services relating to the Processing, Purpose shall be entitled to delete all Personal Data unless otherwise required by applicable law.
14.9. Purpose shall allow for and contribute to audits, including inspections, conducted by the Customer or another auditor mandated by the Customer in relation the performance obligations under these Terms and Conditions, in accordance to the following procedures:
14.9.1 upon the Customer’s written request, Purpose will provide with the most recent certifications and/or summary audit report, which Purpose has procured to evaluate the effectiveness of its technical and/or organizational measures (e.g. ISO 27001 reports);
14.9.2. Purpose will reasonably cooperate to provide additional information concerning its technical or organisational measures;
14.9.3. to the extent it is not possible to otherwise satisfy an audit mandated by applicable law, the Customer or its mandated auditor may conduct an onsite visit of the facilities used by Purpose to provide the Services, during normal working hours and only in a manner that causes minimum disruption to Purposes’ business, and subject to coordinating the timing of such visits in advance; and
14.9.4. if further information is needed by the Customer, Customer shall inform Purpose in writing to enable Purpose to provide such information.
15. Each party shall bear its own costs in respect of clause 14. Any other assistance provided for in these Terms and Conditions will be provided by Purpose at a reasonable charge.
16. Money laundering
16.1. We have a duty under the Proceeds of Crime (Jersey) Law 1999 to report to the Jersey Financial Crimes Unit if we know, or have reasonable cause to suspect, that You, or anyone connected to your business, are or have been involved in money laundering. Failure on our part to make a report where we have knowledge or reasonable grounds for suspicion would constitute a criminal offence.
16.2. The offence of money laundering is defined by the Proceeds of Crime (Jersey) Law 1999 and includes concealing, converting, using or possessing the benefits of any activity that constitutes a criminal offence in Jersey. It also includes the involvement in any arrangement that facilitates the acquisition, retention, use or control of such benefit.
16.3. We are obliged by law to report any instances of money laundering to Jersey Financial Crimes Unit without your knowledge or consent. In fact, we may commit the criminal offence of tipping off under Proceeds of Crime (Jersey) Law 1999 if we were to inform You that a report has been made. In consequence, neither the firm’s principals nor staff may enter into any correspondence or discussions with You regarding such matters.
16.4. We are not required to undertake any work for the sole purpose of identifying suspicions of money laundering.
16.5. In common with all accountancy and legal practices the firm is required by the Money Laundering (Jersey) Order 2008 to: maintain identification procedures for all new clients; maintain records of identification evidence, and report, in accordance with the relevant legislation and regulations.
17. Help us give You the best service
17.1. We wish to provide a high quality of service at all times. If at any time You would like to discuss with us how we could improve our service, or if You are dissatisfied with the service You are receiving please let us know by contacting Luke Smith.
17.2. We will look into any complaint carefully and promptly and do all we can to explain the position to You. If we have given You a less than satisfactory service, we undertake to do everything reasonable to put it right. If You are still not satisfied You may of course refer the matter to our Institute.
18. Rights of third parties
18.1. Persons who are not party to this agreement shall have no rights to enforce any term of this agreement.
18.2. The advice that we give to You is for your sole use and does not constitute advice to any third party to whom You may communicate it. We accept no responsibility whatsoever to any third parties for any aspect of our professional service or work that is made available to them.
18.3. Should You wish to disclose any information provided by us to You, You must request our express permission, in writing, before doing so.
19. Circumstances beyond your or our control
19.1. Neither of us shall be in breach of our contractual obligations nor shall either of us incur any liability to the other if we or You are unable to comply with the Engagement Letter as a result of a cause beyond your or our control.
19.2. In the event of any such occurrence affecting one of us, that one shall be obliged as soon as reasonably practicable to notify the other, who shall have the option of suspending or terminating the operation of the services set out in the Engagement Letter on notice taking effect immediately on delivery.
20.1. Our prices are calculated as follows:
20.1.1. on the basis of a pre-agreed fixed price; and
20.1.2. exceptionally, on the basis of the time spent on your affairs and on the levels of skill or responsibility involved.
20.2. We reserve the right to charge interest on unpaid invoices outstanding for more than 30 days at the current Bank of England 3 month LIBOR plus 5%. We also reserve the right to terminate our engagement and cease acting if payment of any invoice is not forthcoming within 90 days.
20.3. If we cease to provide the services set out in the Engagement Letter we shall be entitled to payment for outlays incurred to that time and to payment for work done, plus GST thereon (where appropriate).
20.4. We shall also be entitled to charge £250 per entity, plus GST (when applicable) for any required file closing procedures.
20.5. In respect of limited liability companies should our fees remain outstanding for a period exceeding 30 days then the directors hereby agree that they will become personally liable for the payment of the outstanding fees. In this respect the directors also hereby agree that their liability shall be joint and several.
20.6 From time to time we may advise you to use a particular product or service for which we may receive commission.
21.1 To ensure that our arrangement remains responsive to both your needs and fair to both parties, particularly during the early months of our relationship, we may seek to revise or adjust the scope of the agreed services and their prices.
21.2. Our Terms and Conditions are subject to revisions from time to time and by signing your Engagement Letter You agree to us making such changes as we feel are necessary and fair.
22. Third parties
22.1. Our work is not, unless there is a legal or regulatory requirement, to be made available to third parties without our written permission and we will accept no responsibility to third parties for any aspect of our professional services or work that is made available to them.
22.2. If You breach any of your obligations under the Engagement Letter and there is any claim threatened against us by a third party, You shall compensate us and reimburse us for and protect us against any loss, damage, expense or liability incurred by us which results or arises from or is connected with any such breach or any such claim. If any payment is made by You under this clause You shall not seek recovery of that payment from us at any time. In this clause “us” shall include the Firm and any of its people and “You” shall include all beneficiaries.
23. Limitation of liability
23.1. We will provide services as outlined in this letter with reasonable care and skill. However, to the fullest extent permitted by law, we will not be responsible for any losses, where You or others supply incorrect or incomplete information, or fail to supply any appropriate information or where You fail to act on our advice or respond promptly to communications from us.
23.2. You will not hold us, or our directors and staff, responsible, to the fullest extent permitted by law, for any loss suffered by You arising from any misrepresentation (intentional or unintentional) supplied to us orally or in writing in connection with this agreement. You have agreed that You will not bring any claim in connection with services we provide to You against any of our partners or employees personally.
24. Extent of liability
24.1. Our liability in connection with the services provided within the Engagement Letter (the “Services”) shall be limited in accordance with this clause.
24.2. In the particular circumstances of the Services and subject to clause 24.4 and clause 25 below:
24.2.1. the aggregate liability to You and to any other beneficiaries of the Services of each and all Firm persons, in contract or tort or under statute or otherwise,
24.2.2. for any loss or damage suffered by You (or by any such other party) arising from or in connection with the Services,
24.2.3. however the loss or damage is caused, including our negligence but not out fraud or other deliberate breach of duty, Shall be limited to the amount specified in the Engagement Letter, or if no amount is specified there, to three times our fees paid in respect of the services provided.
24.3. Where there is more than one beneficiary of the Services the limitation on our liability agreed under clause 24.2 to each beneficiary shall be apportioned by them amongst them. No beneficiary shall dispute or challenge the validity, enforceability or operation of clause 24.2 on the ground that no such apportionment has been so agreed or on the ground that the agreed share of the limitation amount apportioned to any beneficiary is unreasonably low. In this clause, “Beneficiary” shall include You and all other beneficiaries.
24.4. Subject always to the aggregate limitation on our liability in clause 24.2 above the following provisions shall govern the extent of our liability to You and to any other beneficiaries for any loss or damage suffered by You (or by any such other party) arising from or in connection with the Services:
24.4.1. The liability of the Firm shall be limited to that proportion of the total loss or damage, after taking into account your contributory negligence (if any) or the contributory negligence of (if any) of any other beneficiaries, which is just and equitable having regard to the extent of the responsibility of the Firm for the loss or damage concerned (the “Firm’s Proportion”) and the extent of the responsibility of any other party also responsible or potentially responsible (“Another Liable Party”).
24.4.2. For the purposes of determining the Firm’s Proportion,
24.4.3. No account shall be taken of Another Liable Party having ceased to exist, having ceased to be liable, having had imposed an agreed limit on its liability or being impecunious or for other reasons unable to pay,
24.4.4. In any relevant court proceedings brought against us by You or other beneficiaries (the “Claimant”), on request by us, the Claimant shall join Another Liable Party to any such proceedings against us, unless doing so is prohibited by law and on the basis that, provided that the court determines the conduct of the Claimant is reasonable both before the proceedings and after them, we shall not resist an application to the court by the Claimant that we (rather than the Claimant) should bear the reasonable costs awarded (if any) against the Claimant in respect of Another Liable Party to proceedings
24.4.5. Where despite the provisions of this clause, the extent of the Firm’s Proportion is not determined, the question shall be referred on request to an expert, to be appointed by agreement or, if no such agreement is reached within 14 days, on application to the President of the Law Society of Jersey, who shall act as an expert and not as an arbitrator and whose decision on the Firm’s Proportion shall be final and enforceable in satisfaction of any prior judgement.
25 . We accept the benefit of the limitations in clauses 24.1, 24.2, 24.3 and 24.4 inclusive on our own behalf and as agent and trustee for each and all other of the Firm’s people who may be or might have been involved in delivering the Services.
26. Any clauses in these Terms and Conditions operating or which may operate to exclude or limit our liability in any respects shall not operate to exclude or limit any liability which cannot lawfully be excluded or limited.
27. This clause shall apply to claims arising from or under the Engagement Letter.
27.1. You and other beneficiaries shall not bring any claim against any of the Firm’s employees in respect of loss or damage suffered by You or by any other beneficiaries arising out of or in connection with the Services. This restriction shall not operate to limit or exclude the liability of the Firm for the acts or omissions of any of the Firm’s employees.
27.2. Any claim from You or any other beneficiary in respect of the loss or damage suffered as a result of, arising from or in connection with Services, whether in contract or in tort or under statute or otherwise, must be made: Where Services have been delivered, within four years of the date on which the work giving rise to the claim was performed
27.3. If the engagement was terminated, within four years of the date of termination (subject to the bullet point above)
27.4. If the loss or damage is suffered as a result of, arising from or in connection with our unauthorised disclosure of confidential information, within four years of the date on which the unauthorised disclosure took place and in any of these cases that shall be the date when the earliest cause of action (in contract or tort 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 commenced.
28. Communicating with You
28.1 . We may communicate with You by email. As with other means of delivery this carries with it the risk of inadvertent misdirection or non-delivery. The recipient is responsible for carrying out a virus check on attachments.
28.2. We do not accept responsibility for any errors or problems that may arise through the use of the internet, and You must accept all risks connected with sending commercially sensitive information relating to You. If You do not accept this risk, You should notify us in writing that email is not acceptable to You.
29. Regulated activities
We shall not undertake any services which could require us to be a “registered person” under and defined in the Financial Services (Jersey) 1998.
30.1. Each of us can terminate the Services provided under the Engagement Letter or suspend its operation by giving 10 days’ prior notice in writing to the other at any time or in the circumstances outlined in clause 19.
30.2. Termination or suspension shall be without prejudice to any rights that may have accrued for either of us before termination or suspension and all sums due to us shall become payable in full within 10 days of notice of termination or suspension being given.
31. Applicable law
Our engagement with You is governed by, and interpreted in accordance with, Jersey law. The Courts of Jersey shall have exclusive jurisdiction in relation to any claim, dispute or difference concerning our Engagement Letter and Terms and Conditions and any matter arising from or under them. Each party irrevocably waives any right it may have to object to any action being brought in those courts, to claim that the action has been brought in an inconvenient forum, or to claim that those courts do not have jurisdiction.