1. Introduction
This document sets out the terms and conditions of business which will apply to all professional services provided by COMPLIANCE.GG to a contracted party (“the client”). These terms and conditions will apply unless variations have been agreed and signed by both participating parties.

2. Terms of Engagement
All professional services provided by COMPLIANCE.GG will be in accordance with a Letter of Engagement, which incorporate these terms and conditions and any subsequent variation. The letter of Engagement will incorporate the period of time allocated for the provision of services. If during the course of the provision of services the period of engagement needs to be re assessed, this will be documented and agreed in writing by both parties. By signing the Letter of Engagement the client confirms acceptance of these terms and conditions with respect to professional services to be provided.

3. Fees and Disbursements
Fees will be charged to the client at the rates and terms set out in the letter of engagement.

Invoices will be raised by COMPLIANCE.GG and issued to the client within a week of the last day of the contract, as specified in the letter of engagement.
Invoices are payable by the client before 14 days after the date of the invoice. COMPLIANCE.GG reserves the right to charge interest on an outstanding balance at the annual rate of 3% over NatWest base rate per month. In the event that there is a regular fee payable, this will be paid by the client on a monthly basis. Details of the method of payment will be determined in the letter of Engagement.

All fees are subject to an annual review on the anniversary of the application of these Terms and Conditions based on commercial terms and commensurate with relevant inflationary indexes.

4. Access to information, Staff and Systems
The Client will provide COMPLIANCE.GG with access to all appropriate information, staff and systems as required for the completion of the engagement. In the event that work is to be undertaken on client premises, the client undertakes to provide adequate facilities, as seen fit by COMPLIANCE.GG in order to perform the work agreed upon in the Letter of Engagement.

Depending on the services provided, COMPLIANCE.GG may provide employees to undertake work for its clients. To this extent, COMPLIANCE.GG confirms that it is compliant with the requirements of staff screening as set out in the Handbook for Financial Services Businesses on Countering Financial Crime and Terrorist Financing, issued and updated by the Guernsey Financial Services Commission.

5. Confidentiality
Neither COMPLIANCE.GG or the client will divulge to any person (other than as required by law, to those whose province it is to know, to the courts, regulatory authorities or to protect legitimate interests) any confidential information concerning the business or affairs of the other, of which either party may become aware during the course of the engagement. The only exception to this being with the express written consent of both parties. This obligation will cease to apply with respect to any information which becomes public (without unauthorised disclosure) but will otherwise survive the termination of the engagement.

COMPLIANCE.GG undertakes to conduct arrangements relating to client confidentiality under the terms set out in Section 21 of the Financial Services Commission (Bailiwick of Guernsey) Law 1987.

6. Data Protection
During normal course of business COMPLIANCE.GG may access client sensitive information and treatment of such information is referred to in section 5 Confidentiality. COMPLIANCE.GG operates under a policy of not removing client sensitive information from client premises, specifically details of underlying customer relationships held by the client. COMPLIANCE.GG is not a data controller under the terms of the Data Protection (Bailiwick of Guernsey) Law 2001.

In the event of an exception to the policy, details will be documented and signed by both parties prior to the engagement.

7. Intellectual Property Rights
All intellectual property rights, including copyright in any material provided to the client are and remain that of COMPLIANCE.GG. Upon the conclusion of the engagement, the client formally undertakes to use, copy or alter any documentation provided solely as agreed for the client’s own internal business purposes. Under these terms and conditions, the client agrees not to copy, reproduce, redistribute or disclose to any third party any text, product, publication, methodology or technology provided to the client or used by COMPLIANCE.GG to carry out the engagement.

In the event that the client decides to modify the text of any documentation provided, all references to COMPLIANCE.GG shall be removed from that documentation and the client shall not represent that they are adhering to COMPLIANCE.GG recommendations or standards.

8. Limitation on Liability
The maximum liability of COMPLIANCE.GG in respect of services provided, shall, so far as the law permits, be limited to the amount of fees paid to it. COMPLIANCE.GG will not be liable for any indirect or consequential loss, howsoever caused or for any loss, damages, costs or other consequences arising from information having been misrepresented to or withheld or concealed from COMPLIANCE.GG.

9. Nature of Advice
COMPLIANCE.GG does not provide legal or tax advice. Any opinions expressed are formulated for the benefit of the client from the basis of regulatory compliance and should not be taken as a substitute for legal or tax advice.

10. Jurisdiction and Governing Law
The Royal Court of Guernsey will have non-exclusive jurisdiction to settle any dispute which may arise between COMPLIANCE.GG and a client. These terms and conditions shall be governed by and construed in accordance with Guernsey Law.

11. Circumstances beyond control
Neither COMPLIANCE.GG or the client shall be liable for any delays or failures to perform due to causes outside of either parties control. In the event of such circumstances, the client will be informed as soon as reasonably practical and will be afforded the option to suspend or terminate any previous standing arrangements by written notice, taking effect immediately on delivery.

12. Validity
Any offer contained in a letter of engagement may only be accepted by written confirmation in the form of a countersigned copy of the letter of engagement. The agreed timeframe for the formal acceptance of the terms is no later than 30 days from the date of issue. Any extension to the acceptance period will be subject to formal agreement by both parties. In the absence of such an agreement the terms of the offer will lapse after the 30 days’ period.

13. Sub-Contracting
COMPLIANCE.GG is entitled to sub-contract any part of an engagement and shall remain responsible for monitoring the performance of the sub-contractor. If the sub-contractor is specified by the client, then COMPLIANCE.GG is responsible for the co-ordination and integration of the sub-contractor’s work within the engagement and not for the sub-contractor’s performance.

14. Termination
Either party may terminate an engagement to which these terms apply by 30 days’ written notice or such other period as may have been agreed in writing. Any sums due as at the date of the termination will be payable in full.
COMPLIANCE.GG reserves the right to terminate an engagement with immediate effect if it determines, in its sole discretion that the terms and conditions have been breached or have otherwise been engaged in conduct which it determines to be unacceptable.

15. Complaints Procedure
In the event of a complaint, the complainant should write to the Managing Director, Compliance Services Guernsey Limited, Unit 8 Maison des Arbres, Les Hubits St Martin Guernsey, GY4 6LU. The Managing Director will acknowledge the complaint within 5 business days of receipt. The policy of COMPLIANCE.GG is to collaborate with clients in order to conclude a satisfactory outcome of any complaints arising.

In the unlikely event that a satisfactory outcome cannot be concluded, the complainant may seek further advice from the Channel Islands Financial Ombudsman. As COMPLIANCE.GG does not undertake any restricted activity as defined by the Guernsey Financial Services Commission, there is no requirement to refer the complainant to the Commission.

16. Waiver
If there is a failure of COMPLIANCE.GG to enforce at any time or for any period one or more of these terms shall not be a waiver of them or the right at any time subsequently to enforce all applicable terms of business.

17. Agreement in accordance with Guernsey Law
The Terms and Conditions and Letter of Engagement will be governed by and construed in accordance with Guernsey Law. The Court of Guernsey will have non-exclusive jurisdiction in relation to any claim, dispute or difference concerning the contractual arrangement between COMPLIANCE.GG and the client. Each party irrevocably waives any rights it may have to object to an action being brought by those Courts.

18. Date
These Terms and Conditions are effective from April 2016.

COMPLIANCE.GG is the brand name for Compliance Services Guernsey Limited, a company registered in the Bailiwick of Guernsey. Registration Number 61277.


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