Terms of Business
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.
The word “we” means, as the context permits, Voisin Law LLP, registered as a limited liability partnership in Jersey with registered number 108, of 37 Esplanade, St Helier, Jersey JE1 1AW, carrying on Jersey legal services (“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.
The word “partner” means a partner of the LLP.
Reference to the singular includes the plural and vice versa and reference to the masculine includes the feminine and vice versa.
2.) Contract with Voisin Law LLP
These Terms set out the terms on which we will undertake work for the Client and the basis on which our charges are calculated in connection therewith. These Terms and any letter of engagement provided by us in relation to any particular instructions (“Letter of Engagement”) shall together form the entire contract between the Client and us under which we provide legal services.
The current form of these Terms is available for inspection at our address stated in clause 1 above during normal business hours or on our website (https://www.voisinlaw.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 to or variation of these Terms as and when a copy of the revised Terms becomes available for inspection on the basis set out in the preceding paragraph. These Terms shall not be capable of variation or amendment orally or by course of conduct.
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 but will do so if requested by the Client.
The Client should give or confirm instructions to us in writing, but we will act on instructions given orally if it is necessary or expeditious to do so. Where we set out our understanding of the work that we are required to undertake (within the terms of a Letter of Engagement or otherwise), the Client should contact us immediately should the Client disagree with our understanding.
We shall not be responsible for any loss, damage, 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 to 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 materially disruptive event occurring at our office or to our systems, we shall endeavour to restore our service as soon as possible. By accepting these Terms, the Client acknowledges that in such event there is or will likely be some disruption to the provision of our services.
We accept no responsibility for any delay caused by such disruption or for any other consequences beyond our reasonable control.
4.)Governing law and jurisdiction
These Terms and any Letter of Engagement are governed by the laws of Jersey. Both parties submit to the non-exclusive jurisdiction of the Courts of Jersey in respect of any dispute arising out of or in connection with these Terms, any Letter of Engagement or otherwise our provision of legal services.
5.) Advice limited to the laws of Jersey
We only advise on Jersey law and no written or oral opinion, suggestion, advice or comment given by any of us in relation to (i) the laws of any other jurisdiction; or (ii) 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 upon by the Client.
6.) Conflicts of interest
A “conflict of interest” exists where our professional duties to act in the best interests of either (i) two or more of our clients (including former clients in certain circumstances) in relation to the same or related matters, conflict or there is a significant risk that those duties may conflict; or (ii) 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, provided that we will, in accordance with the applicable rules of professional conduct, notify the Client and seek their consent to us acting on this basis. If such consent is given, we may act notwithstanding the conflict of interest.
The Client acknowledges that, unless there is a conflict of interest, we may act for any person on any matter including where this may be adverse to the Client’s interests and/or the interests of any related party. The Client expressly waives any right to request us not to act, or to cease acting, in those circumstances.
Prior to accepting the Client’s instructions we will need to 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.
7.) Client due diligence and anti-money laundering / financing of terrorism procedures
In order to comply with our obligations at law, we will apply certain measures intended to combat money laundering and the financing of terrorism. We reserve the right to apply such measures in respect of all instructions we receive to provide legal services. These measures include (without limitation) client identification procedures. We will ask the Client to provide such information and evidence as is necessary or appropriate to confirm the identity of the Client prior to accepting any instructions or during the course of an engagement. Such information or evidence may include (without limitation) the identity of anyone on whose behalf the Client is acting, whether as introducer, intermediary, trustee or otherwise. If the Client is a legal person or other vehicle we may also require information or evidence relating to the identity of the beneficial owner(s) and controller(s) of such legal person or other vehicle. We may also require information or evideance relating to other matters including (without limitation) source of funds and source of wealth.
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 or facsimile numbers of any of the directors, shareholders or general partner(s) 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 in the event of a material change in the beneficial ownership or control of the Client.
If the information or evidence we reasonably require to meet our obligations is not provided to us, we reserve the right to (i) decline the instructions and cease to act for the Client pending provision of such information or evidence; and/or (ii) terminate our contract with the Client.
8.) Bribery and corruption
We are committed to acting professionally, fairly and with integrity in all our business dealings and relationships and we do not tolerate bribery and corruption of any sort.
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.
9.) Data protection and confidentiality
“Data Protection Laws” means (to the extent applicable) the Data Protection (Jersey) Law 2018 and the Data Protection Authority (Jersey) Law 2018 and in each case any implementing laws, regulations and secondary legislation and any successor legislation thereto.
We shall act in accordance with the requirements of the Data Protection Laws to the extent that they apply in respect of our activities and maintain such notifications with any relevant authorities as may be required under any Data Protection Laws.
We shall not use any personal data or privileged or confidential information relating to the Client or to any matter handled by us on the Client’s behalf (“Information”), unless and except (i) it is for the purposes of performing our obligations under these Terms and/or such use is permitted under these
Terms; (ii) the Client has provided its prior written consent to us to do so; (iii) we consider it to be appropriate in the proper conduct of the matter; (iv) the Information is already in the public domain; or (v) we are required or permitted to do so by law, or by the rules of a professional body with jurisdiction over us, or by a competent governmental, judicial or regulatory authority.
We may collect, use and process Information in accordance with such privacy notice as we may publish from time to time on our website (https://www.voisinlaw.com/privacy-policy/) (the “Privacy Notice”) including for or in connection with, amongst other things (i) the provision of our services to the Client and any purpose ancillary to the provision of our services (including, without limitation, performing appropriate anti money laundering/financing of terrorism procedures, undertaking conflict of interest checks, archiving, client and matter management); and/or (ii) otherwise in connection with our business (including, without limitation in connection with marketing, business development, know how, credit control and debt management, analysis of our business and generation of internal reports and accounts and assessment of legal and financial risks to our business).
We may disclose Information to (i) credit reference or fraud prevention agencies, which may retain a record of the Information disclosed to it; (ii) other professional advisers instructed by or on behalf of the Client; (iii) service providers that provide services to us (including, without limitation, our insurers, auditors and advisers and providers of telecommunications and computing facilities); (iv) individuals within the Client’s organisation and members of the Client’s group, if any; and (v) to third parties for marketing purposes and/or business development purposes where specifically permitted under these Terms or where the Client has provided prior written authorisation for such disclosure.
We shall not, however, disclose personal data to any third party or allow any third party to use such data other than in compliance with the Data Protection Laws and the conditions stated in these Terms.
Prior to disclosing (or authorising the disclosure of) any Information to us, the Client shall ensure that it has a lawful basis for the purposes of the Data Protection Laws to make or authorise such disclosure to us. For the purposes of this clause, “lawful basis” may include (without limitation) obtaining all and any necessary consents in order to enable the lawful processing of the personal data and maintaining a record of any such consents (or ensuring that such a record is maintained).
Should any relevant consent be revoked by a data subject, then (i) the Client shall promptly communicate the fact of such revocation to us; and (ii) we shall not be liable for any additional costs, claims or expenses arising from any disruption or delay to any of our services as a result of the withdrawal of such consent.
The Client shall comply in all respects with all the Data Protection Laws which are applicable to it in performing its obligations under or pursuant to these Terms and in connection with the legal services we provide to the Client. Without prejudice to the generality of the foregoing, the Client (including, where applicable, its directors, employees, agents and affiliates) shall (i) comply with applicable Data Protection Laws in relation to any personal data that is processed by us in connection with the legal services we provide to the Client; and (ii) where required, bring the Privacy Notice to the attention of any data subjects on whose behalf or account the Client may act, or whose personal data will be disclosed to any person by virtue of the legal services we provide to the Client, including (without limitation and where applicable) any of the Client’s directors, employees, agents, affiliates, advisers, representatives, office holders or beneficial owners.
We reserve the right, to be exercised by us in our absolute discretion, not to disclose to the Client any Information relating to any person other than the Client that we receive.
From time to time we may wish to refer to the Client as our client in publications or other marketing material. We may also wish to refer to matters on which we have acted for the Client where we reasonably consider that such matters are in the public domain or are otherwise not of a confidential nature. Unless the Client advises us otherwise in writing (either generally or in relation to any particular matter), the Client consents to this.
10.)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.
11.) Instructions and updated information
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 notify us immediately of any change in (i) the contact details of the Client; (ii) any circumstances that might affect our ability to act in relation to the Client’s instructions; or (iii) any material change in the Client’s instructions to us.
By instructing us, the Client consents to communication by telephone, post, facsimile and e-mail between us and the Client and between us and third parties unless the Client notifies us to the contrary. We shall not 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, facsimile or e-mail; 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.
We may agree with the Client a particular manner of reporting on the progress of any aspects of the legal services we are providing if requested by the Client so requests. The partner with conduct of the matter in question shall provide or procure the provision of such a report to the Client reasonably promptly following such a request.
12.) Basis of charges
The fees that apply to our legal services are determined in the first instance by reference to hourly charge-out rates, scale fees or agreed levels of fees. We will provide legal services for the Client at hourly rates appropriate to the level of experience and seniority of the respective partners or staff who have conduct of the matter in question. Details of hourly rates for all staff are available on request. In respect of work of unusual complexity, urgency or importance (irrespective of whether such circumstances are unforeseen when instructions are provided by the Client), 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 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.
In Jersey, a Goods and Services Tax (“GST”), currently at a rate of 5%, may be payable in some circumstances and this will be shown on any invoice issued by us if applicable. We reserve the right to seek reimbursement from the Client of any GST which we are required to pay in circumstances where we have issued an invoice free of GST to the Client which we reasonably believe to be an International Services Entity but where International Services Entity status has been refused or is no longer applicable.
We shall, on request, provide an estimate of our anticipated fees and disbursements in relation to any legal services we are instructed to provide. 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, stamp 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.
We review our fee earners’ hourly rate on an annual basis. We shall notify the Client in writing of any changed rate before that change takes effect or promptly after such change.
13.)Payment of invoices and disbursements
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 in Jersey in accordance with The Law Society of Jersey Accounts Rules. We shall account to the Client for such interest, less income tax or retention tax where required by law to be deducted. For the avoidance of doubt, we will not otherwise account to the Client for interest on amounts held in our client account or in a separately designated client deposit account.
We reserve the right to settle any unpaid invoice out of funds held in our client account in accordance with the Law Society of Jersey’s rules of conduct 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 (i) notifies us in writing that our invoice is disputed; (ii) informs us of the grounds of dispute; and (iii) identifies what part or parts of the invoice are disputed. We reserve the right to settle any undisputed part of the invoice out of the funds held in our client account in accordance with any applicable professional conduct requirements.
The Client will be responsible for the settlement of our fees and disbursements unless we have waived the liability in writing. None of the following matters shall constitute or be construed as a waiver of the Client’s primary responsibility to settle our fees and disbursements: (i) any agreement by us to invoice or send the invoice to a third party; (ii) any acceptance by us that a third party has agreed to pay the fees and disbursements; or (iii) any acceptance by us that the Client is insured.
If the Client fails to make payments on account were requested, 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.
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 our accounts department when sending funds by telegraphic transfer. In the event that we receive monies in a currency other than sterling, we reserve the right to convert funds received in that other currency to sterling, unless other arrangements have been agreed, and to recover any bank charges so incurred from the Client. We accept no responsibility for our inability to appropriately allocate funds received without clear notification of the matter number or invoice number (if any) in respect of which the payment is made.
14.) Client funds – client bank insolvency
Any monies retained in our client account, whether held (i) on account of our fees or disbursements; (ii) pending resolution of a transaction or as proceeds of a completed transaction; (iii) 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 Business (Jersey) Law 1991, 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 procedure (including, without limitation, désastre, liquidation, administration or any similar process) (“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 a 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.
15.) Deduction 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, subject to any applicable professional conduct requirements, to deduct amounts due to us relating to that matter or to any other of the Client’s matters out of such funds.
16.) Interest on late payment
Our invoices are payable upon presentation. We reserve the right to charge interest on unpaid invoices. If payment is not made within 30 days of the date of the invoice then a monthly rate of 2% interest may be charged.
17.) Liability for our fees and disbursements
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 and that we shall be entitled to recover the full amount of our fees and disbursements from any one or more of such persons (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 or by a Client which is a provider of fiduciary and administrative services to entities under its administration, the Client, in its own capacity, agrees to pay all our fees and disbursements not paid by it in its capacity as trustee or from the assets of the relevant entity unless we have expressly agreed otherwise.
Clients that may have concerns about the ability of a trust or entity that they administer to be able to meet our fees and disbursements should raise this matter at the commencement of the Contract with ourselves or otherwise as soon as possible after becoming aware of issues in this respect.
18.) Limitation of our liability to the client and other persons
If the Client, or a party represented by the Client or who otherwise may claim through the Client, suffers or incurs any loss or damage (of whatsoever kind and howsoever arising) arising out of, or in connection, with our services (whether caused, or contributed to, by any act, omission or statement or by any delay in acting or arising in any other way in connection with our services), the Client and any such party may only have recourse to the assets of the LLP in respect of that loss or damage. For the purpose of this clause the assets of the LLP include all rights or claims (including any indemnity) of the LLP or the partners or any other employee or consultant of the LLP pursuant to any professional indemnity or similar insurance held or maintained by us.
Apart from our assets, the Client and any such other party will have no recourse to the personal assets of any partner, employee or consultant, their respective personal representatives or any related person. The Client agrees not to bring a claim against any of our employees or consultants personally. This paragraph shall not exclude or limit the liability of the LLP for the acts or omissions of its employees performed under the LLP’s supervision or within the scope of the employee’s contract of employment with the LLP.
Our aggregate liability in contract and in tort (including negligence) or under statute or otherwise, for any loss, liability or damage suffered by the Client or any other person that may arise from or in connection with our services shall be limited to £5,000,000. This is agreed as a reasonable limitation on our liability.
If the Client has agreed to limit the liability of a co-adviser, the Client also agrees that our liability of whatsoever nature and howsoever arising is limited in the following way: our liability excludes any amount which we would have been entitled to recover from that co-adviser in contribution proceedings had the Client not agreed to the limitation with that co-adviser.
19.) 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 apply to recover the amount of the Taxed or Assessed Costs. 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.
20.) Disputes concerning fees or services
In the event of a (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 Ian Strang.
If such dispute or complaint cannot be resolved, either the Client or we may refer it to The Law Society of Jersey, P.O. Box 493, St Helier, Jersey, JE4 5SZ. The Law Society of Jersey Code of Conduct, which can be found at http://www.jerseylawsociety.je, contains complaint provisions at R.1.6 (Complaint handling). The Client has a right to refer a matter to The Law Society of Jersey in the event that the Client’s complaint cannot be resolved satisfactorily through our complaints procedures.
The provisions of this clause are without prejudice to the jurisdiction of the courts as to any dispute between a Client or former Client and us as to fees and/or disbursements or any complaint.
21.) Termination / cessation
The Client may terminate our contract with the Client at any time by written notice to the partner with conduct of the matter in question. 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.
Where we cease to act for the Client (including on termination of our contract with the Client, regardless of who terminates it), subject to any applicable professional conduct requirements, (a) our duty of care to the Client under our contract with the Client or any other provision of law will cease, (b) 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) and (c) we shall bear no liability or responsibility for the consequences of such cessation.
22.) Retention of documentation
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 and on payment of a fee, copies) of any documentation belonging to the Client that we are holding or have under our control. Ownership of any documentation held by us shall be determined in accordance with the Law Society of Jersey Code of Conduct. We reserve the right to retain copies of any such documentation that may be requested.
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.