With effect from 1 February 2021, these Terms of Business apply to the Engagement and the following definitions shall apply:
1.1 The words: "HLG Associates", "the firm", "we", "our" and "us" mean, as the context permits:
- HLG Associates Limited, Third Floor, 3 Mulcaster Street, St Helier, Jersey JE2 3NJ, Channel Islands, UK ("HLG Jersey"); and
- HLG Services (Gsy) Limited t/a HLG Associates, Glategny Court, Glategny Esplanade, St Peter Port, Guernsey GY1 1WR ("HLG Guernsey").
1.2 "Client" or "Clients" mean the person who instructs us or on whose behalf we are instructed to provide Professional Services.
1.3 "Engagement" means the scope of the Professional Services to be provided and the terms including these Terms of Business.
1.4 "Professional Services" means the services as specified and set out in the letter or communication of Engagement.
1.5 "Director" means an employee having the title of Director in either HLG Jersey or HLG Guernsey.
1.6 "Relevant Jurisdictions" means the Island of Jersey, and the Bailiwick of Guernsey; and "Relevant Jurisdiction" refers to the applicable jurisdiction in respect of the laws of which the Professional Services will be provided.
1.7 "you" or "your" refers to the Client or Clients.
2. Our general responsibilities
2.1 We provide Professional Services on the following general terms. There are more specific terms set out in the other clauses in these Terms of Business.
2.2 We will provide the Professional Services in whole or in part through the firm that has either: a) provided you with a proposal or a quotation for the Professional Services; or b) is in receipt of an instruction from you to provide the Professional Services.
2.3 We may rely on any instructions or requests made or notices given or information supplied; whether orally or in writing, by any person whom we know to be or reasonably believe to be authorised by you to communicate with us for such purposes.
2.4 We may receive information from you or from other sources in the course of delivering the Professional Services and we rely upon the accuracy and completeness of information provided to us by you and by others on your behalf.
2.5 We will not normally seek to verify or check any information provided to us by you or such others and you acknowledge that we shall be entitled to rely on such information and shall not be responsible for any loss, damage, costs and expenses that you may incur due to any incorrect, misleading, incomplete, or false information or instruction that is provided.
2.6 We may communicate electronically with you and other parties in relation to the Professional Services. However, the electronic submissions of information cannot be guaranteed to be secure, confidential or virus or error-free and such information could be intercepted, corrupted, lost, blocked, destroyed, arrive late or incomplete or otherwise be adversely affected or unsafe to use and we accept no responsibility or liability for the same. You accept these risks and authorise electronic communication between us on this basis.
2.7 We may provide similar services to the Professional Services to other Clients at our discretion. Where required, we will assess the risks of any perceived, potential, probable, or actual conflicts of interest with any of our existing Clients or engagements prior to accepting any appointment from you.
2.8 We may refuse or cease to act in any case where we consider that there is or may be a conflict of interest, a significant risk of a conflict, or where to continue to act would place us in breach or would assist in a breach of the applicable laws, regulations and rules of the Relevant Jurisdiction or where professional embarrassment may arise even if no actual conflict exists and our decision is final on the matter.
2.9 If we are instructed by more than one person or by more than one representative of a company or other body, which is our Client, we may act on the instructions of any one of such persons and correspond with any of such persons unless otherwise agreed.
2.10 We may decline to start work or terminate any Engagement until all such due diligence information as we reasonably request has been provided and we accept no responsibility or liability arising directly or indirectly as a result of our decision to do this; and any such termination will be without any liability and without prejudice of our ability to claim fees and disbursements incurred.
2.11 We shall neither do, nor be required to do, anything which in our opinion may conflict with the laws and regulations of the Relevant Jurisdictions or the terms of any permits, consents, licenses or applicable codes of practice made thereunder by any competent authority in any Relevant Jurisdictions or which may give rise to any risk of criminal or civil liability or prosecution or sanction in any part of the world.
2.12 HLG Associates is a firm regulated both as a Chartered Quantity Surveyors by the Royal Institute of Chartered Surveyors and as a Chartered Building Consultancy by the Chartered Institute of Building. We therefore operate (and deliver our services) in line with the requirements of these respective bodies. We shall neither do, nor be required to do, anything which in our opinion may conflict with the requirements of these bodies; and shall comply at all times with the directions issued by these bodies when delivering our services.
3. Your general responsibilities
3.1 These are general terms which apply to the Engagement. More specific terms are included in other clauses in these Terms of Business.
3.2 If you instruct us to undertake any additional work, whether or not related to the provision of Professional Services, and we do not issue further terms of engagement, the Terms of Business, and charge out rates in force at the time we undertake that additional work will apply.
3.3 You will keep us informed as to your contact details to enable us to communicate with you as may be required.
3.4 You agree fully and immediately to indemnify us in respect of all claims, time costs, liabilities and disbursements incurred by us in complying with any instruction(s) given by you or on on your behalf.
3.5 Notwithstanding our duties and responsibilities in relation to the Professional Services, you shall retain responsibility and accountability for:
- (a) the management, conduct and operation of your business and your affairs;
- (b) providing us promptly in relation to the Engagement with complete and accurate information (including electronically held information and documents) and complete and accurate instructions, indicating any gaps and keeping us informed of any material changes in your instructions, knowledge or circumstances or any matter which has or might have a bearing on the matter, and you will keep us informed should there be any change in the ownership or control of the Client;
- (c) deciding on your use of, choosing to what extent you wish to rely on, or implementing advice or recommendations, or other products of the Professional Services supplied by us;
- (d) making any decisions affecting the Professional Services, your interests and your affairs;
- (e) the delivery, achievement or realisation of any benefits directly or indirectly related to the Professional Services which require implementation by you.
4. Limitation of liability
4.1 Our aggregate liability (whether 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 you or any other person that may arise from or in connection with our Professional Services, shall be limited to the lowest of:
- (a) that proportion of such loss, liability or damage suffered by you or any other person after taking into account any of your or any other person's contributory act or omission (including any contributory negligence) and any amount which you or any other person would have been entitled to recover from any other advisor or party in the absence of any exclusion of limitation of liability agreed with such advisor or party;
- (b) the amount specified by us in any additional terms of engagement from us to you or to any person acting on your behalf, in relation to those Professional Services; or
- (c) if no amount is specified, an amount not exceeding £2 million or the equivalent.
4.2 Any claim made by you or any other person in respect of any loss, liability or damage arising from or in connection with our Professional Services, whether in contract or tort (including negligence) or under statute or otherwise, must be made:
- (a) where those Professional Services have been delivered, within three years of the date on which the work giving rise to the claim was performed; and
- (b) if those Professional Services have been terminated, within three years of the date of termination (subject to the above), 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 these purposes, a claim shall be made when court or other dispute resolution proceedings are commenced.
4.3 You agree that neither you nor any such other party will have recourse to the personal assets of any Director, employee or consultant, their respective personal representatives or any related person and that you will neither cause nor permit any claim in respect of any loss, liability or damage arising from or in connection with our Professional Services against any of our employees or agents even where our employees or agents have been negligent. This restriction shall not operate to exclude our liability for the acts or omissions of any of our employees or agents.
4.4 Nothing in this paragraph shall limit or exclude any liability which cannot lawfully be limited or excluded.
5. Fees and payment terms
5.1 In the absence of any agreement to the contrary (for example, where we have confirmed a fixed-price and / or a lump sum for the Engagement), we will charge for the Professional Services on the basis of the time spent in providing the Professional Services under the Engagement.
5.2 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 of Business.
5.3 Time-based fees will be charged at varying rates depending on the nature of the work and the level of the Director or other member(s) of the firm undertaking such work.
5.4 Where hourly rates are given these are exclusive of tax and disbursements, which will be billed in addition where applicable under the Relevant Jurisdiction.
5.5 These rates may be changed from time to time and we will use reasonable efforts to draw such variation to your attention.
5.6 Full details of rates will be provided on request.
5.7 We will bill on a monthly basis or such period as we deem appropriate.
5.8 If an estimate is provided it is no more than a guide and the amount invoiced may differ. We will keep you informed if the estimate is likely to be exceeded.
5.9 Where a third party has been instructed on the Engagement you will be responsible for the fees and expenses of that third party.
5.10 All fees and disbursements will be due in full (without any right of set-off) for settlement in sterling, or other agreed currency equivalent, upon presentation of our invoice. Interest at the rate of 1% per month will be added to all fees and disbursements which remain outstanding for more than 30 days from the invoice date.
5.11 lf we hold monies in a client account (for whatever reason) we may settle any invoices for fees and disbursements out of any such monies as soon as the invoice has been rendered.
5.12 Where any fees and disbursements remain outstanding for more than 30 days beyond their invoice date, we reserve the right to cease providing any Professional Services until all outstanding fees and interest thereon and disbursements have been settled in full and an amount has been received on account of future fees and disbursements.
5.13 On ceasing to provide any such Professional Services as a result of fees and disbursements being overdue we will not answer any correspondence or attend to any filings or other matters which may need to be attended to on your behalf in relation to the Professional Services and we shall not incur any liability as a result of our ceasing to provide Professional Services in these circumstances.
5.14 We reserve the right to charge for time spent in collecting overdue fees, disbursements and third party charges.
5.15 Where we outsource debt recovery to an external agency in the event of late or non-payment, you will also be responsible for reimbursing us in respect of any fees or costs incurred in connection therewith.
6.1 We shall keep confidential all information and documents relating to the Professional Services in accordance with the terms and conditions of our Non-Disclosure Agreement, which shall be issued to you at the commencement of the Engagement.
6.2 From time to time we may wish to refer to you as a client of HLG Associates in publications or other marketing material. We may also wish to refer to matters on which we have acted for you where we reasonably consider that such matters are in the public domain or are otherwise not of a confidential nature. Unless you advise us otherwise in writing (either generally or in relation to any particular matter), you will be deemed to have consented to this.
7. Copyright and intellectual property
7.1 We retain all copyright and other intellectual property rights in all material developed, designed or created by us in the course of acting for you at any time.
7.2 You agree only to use and copy material created by us for you at any time, or which we have developed independently of our work for you and used in the course of any matter, for the purposes of the matter in relation to which such material has been provided to you by us, or otherwise in accordance with our advice or any specific license terms.
7.3 All material created in the course of acting for you at any time must be kept confidential by you unless we agree otherwise. You agree not to make our work available to third parties without our written permission.
7.4 We may use all material created and/or modified by us in the course of any matter for training, forms, service development and research purposes, without reference to you.
8. Retention and destruction of documents
8.1 After termination of the provision of the Professional Services, we are entitled to retain and exercise a lien over all papers and documents which have come into existence in the course of our providing the Professional Services until all fees and disbursements in connection with the provision of the Professional Services and any associated services provided by any third parties shall have been settled in full.
8.2 Where, as part of providing Professional Services, we have created internal memoranda, attendance notes and other documents for our own purposes then, in accordance with accepted principles, such documents shall belong to us and we shall not be obliged to hand over originals or copies of any such documents to you or to any other adviser appointed by you unless ordered to do so by a court of competent jurisdiction.
8.3 Subject to payment in full of all fees, charges and disbursements, we will, on your instructions, provide originals (or, if so requested, copies) of any documents belonging to you which we are holding or which we have under our control and which have come into existence while we provided Professional Services.
8.4 We may retain all documents belonging to you for a period of ten years from the date of termination of our instructions in relation to a particular matter in such format (and whether as originals or copies) as we, in our absolute discretion, think fit and we may charge for the provision of any copies of such documents.
8.5 After ten years, we may destroy all such documents at such time as we consider appropriate. In drawing this matter to your attention we will treat you as having so consented to the destruction of such files as set out above. If we are requested and agree to retain files beyond such ten year period, we reserve the right to charge for so doing.
9. Bribery and corruption
9.1 We comply with all relevant laws and regulations applicable to the Relevant Jurisdiction concerning bribery and corruption and if we are aware of or suspect that such an act has occurred then we may, at our discretion, cease to act and immediately terminate the Engagement.
10. Data protection
10.1 We collect personal information about our Clients and (where our Clients are legal entities, such as a company) their owners, controllers and personnel.
10.2 We use that information in order to be able to provide our services to our Clients. We also use it for other legitimate purposes, such as raising our invoices, complying with our anti-money laundering obligations and marketing our business.
10.3 Where appropriate, we share the information collected with our auditors, insurers or bankers or with official authorities and regulators.
10.5 You can also contact our data protection co-ordinator at email@example.com
11. Termination of instructions
11.1 We reserve the right to terminate the provision of Professional Services for just cause and, save for exceptional circumstances, on reasonable notice.
11.2 You may terminate the Engagement at any time.
11.3 Regardless of who terminates the instructions, you will be responsible for payment of all billed and unbilled fees and disbursements up to the date of termination of our instructions and any fees and disbursements reasonably incurred in connection with the transfer of the work to another person chosen by you.
11.4 We reserve the right to retain all papers and documents which relate to all matters in which we have been instructed until fees and disbursements have been paid, as set out under our payment terms.
12. Variation and publication of these Terms of Business
12.1 We reserve the right to vary these Terms of Business from time to time including during the course of the provision of Professional Services in any particular matter.
12.2 Where we do vary these Terms of Business in the course of our providing Professional Services to you, we shall use reasonable efforts to draw such variation to your attention as required.
13.1 If any term or provision in these Terms of Business shall be held to be unlawful, void or unenforceable, in whole or in part, under any enactment or rule of law, such term or provision or part shall, to that extent, be deemed not to form part of these Terms of Business but the validity and enforceability of the remainder of these Terms of Business shall not be affected.
14. Complaint procedure
14.1 Any claim, dispute and controversy arising out of or in connection with our Engagement (including without limitation, any question regarding this Engagement's existence, validity or termination or any claims of professional negligence) will, in the first instance, be resolved in accordance with our Complaints Handling Procedure, a copy of which is available on request to firstname.lastname@example.org
15. Governing law
15.1 These Terms of Business regarding our Professional Services shall constitute the contract for the provision of Professional Services (subject to any other terms in writing agreed between us).
15.2 This contract shall be governed by and construed in accordance with (a) Jersey law in so far as it relates to the provision of Professional Services by HLG Jersey; (b) Guernsey law in so far as it relates to the provision of Professional Services by HLG Guernsey.
16. Exclusive jurisdiction
16.1 You irrevocably agree to submit to the exclusive jurisdiction of the courts of Jersey to settle any dispute that arises from the provision of Professional Services by HLG Jersey; or to the exclusive jurisdiction of the courts of the Island of Guernsey to settle any dispute that arises from the provision of Professional Services by HLG Guernsey.
17. Force majeure
17.1 We shall bear no liability for loss, damage or delay, howsoever arising, caused by circumstances outside our control of whatsoever kind, including, without limitation, fire, flood, storm, earthquake, wars, riots or cyber-attack.