Standard Terms of Business
Parties
(1) ALTO LIMITED whose registered office is at 9 Bond Street, St Helier, Jersey JE2 3NP Channel Islands (Alto); and
(2) The Client named in the Engagement (Client).
1. Interpretation
The following definitions and rules of interpretation apply to the Engagement:
Additional Services: any additional services which Alto agrees to provide in accordance with clause 6.
Fee: the fee or fees for the Services and any Additional Services (if any) as set out in the Engagement.
Force Majeure Event: means any circumstance not within a party’s reasonable control including, without limitation, acts of God, flood, drought, earthquake or other natural disaster, epidemic or pandemic, terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations; nuclear, chemical or biological contamination or sonic boom; any law or any action taken by a government or public authority, including without limitation imposing an export or import restriction, quota or prohibition, or failing to grant a necessary licence or consent; collapse of buildings, fire, explosion or accident; any labour or trade dispute, strikes, industrial action or lockouts; any interruption or failure of utility service.
General Sales Tax: any general sales tax or value added tax imposed by the Value Added Tax Act 1994 or similar legislation in other jurisdictions, or any similar tax in addition to or replacing the same from time to time.
Governing Law: The governing law specified in the Engagement.
Insolvent: a party is insolvent if: a party is making a voluntary arrangement with its creditors, entering administration or going into liquidation; or a security holder taking possession, or a receiver or an administrative receiver being appointed over all or any part of the property or the assets of the party; or any other similar or analogous event in another jurisdiction.
Engagement: Alto’s engagement by the Client to provide the Services to the Client in consideration of the Fee as described in the letter and/or agreement entered into between Alto and the Client setting out the details of the Client, the Services and the Fee together with other details relating to the Services which may be appropriate to the Engagement.
Material: all designs, drawings, models, plans, specifications, design details, photographs, brochures, reports, notes of meetings, CAD materials, calculations, data, databases, schedules, programmes, bills of quantities, budgets and any other materials provided in connection with the Services and all updates, amendments, additions and revisions to them and any works, designs, or inventions incorporated or referred to in them for any purpose relating to the Services.
Regulations: all laws, regulations, orders, rules of court, international agreements, intergovernmental agreements, conventions, other rules or codes of conduct, practices or policies from time to time, of any governmental (including quasi-governmental), judicial, administrative or regulatory body or person of competent jurisdiction in the Governing Law and/or elsewhere, compliance with which is mandatory, necessary or advisable in order to provide the Services;
Services: the Services set out in the Engagement and Additional Services (if any).
2. Engagement
2.1 The Client engages Alto to carry out the Services, subject to these Standard Terms of Business (Terms of Business) and subject to the Engagement.
2.2 The Engagement takes effect from the date when Alto begins performing the Services, regardless of the date of the Engagement.
2.3 The Engagement incorporates and includes these Standard Terms of Business.
2.4 Alto shall deem the Client to have accepted the terms and conditions of the Engagement (including the details set out in the Engagement and these Standard Terms of Business) within 30 days of their issue unless the Client has notified Alto otherwise in writing.
3. Alto’s Obligations
3.1 Alto undertakes to comply with the terms of the Engagement.
3.2 Alto undertakes, when performing the Services, to exercise the reasonable skill and care to be expected of an appropriately qualified professional of the same discipline as Alto holding itself out as having the competence and resources to perform the Services (the Requisite Standard).Notwithstanding any term or condition to the contrary in this Engagement, any other associated documents or otherwise, the Alto has no higher standard of responsibility other than to exercise the Requisite Standard in the performance of its obligations under this Engagement.
3.3 Alto undertakes to comply with any law, any instrument, rule or order made under any law, and any regulation or bye-law of any local authority, statutory undertaker or public or private utility or undertaking that has any jurisdiction over the Services or with those systems or property the Services is or will be connected.
4. Client Obligations
4.1 The Client undertakes promptly to provide Alto with all information, assistance and materials that Alto may request from time to time to facilitate the proper and timely performance of the Services. The Client warrants that all information provided by it to Alto will be accurate and complete, and that it is entitled to provide the same to Alto for its use without recourse to any third party.
4.2 The Client undertakes promptly to carry out all such actions and provide all such resources (if any) as may be required of the Client in the Engagement.
4.3 The Services will be provided at Alto’s premises when the nature of the work permits. If any of Alto’s personnel are to perform any Services at the Client’s premises, the Client shall ensure that such personnel are allowed access to such premises upon reasonable prior notice during normal business hours and shall take full responsibility for the safety and security of Alto’s personnel whilst at such premises.
5. Remuneration
5.1 The Client shall pay the Fee, together with any reasonable expenses and disbursements (described below), which shall be Alto’s entire remuneration under the Engagement.
5.2 The Client agrees to pay all documented out-of-pocket expenses that Alto reasonably incurs or pays on the Client’s behalf such as courier fees, specialist printing, government fees, setting-up and use of specifically required software and reasonable travel expenses. A flat administration fee for general disbursements of 3.5% of the Fee may be charged by Alto, where appropriate to cover internally incurred expenses such as filing, photocopying, long distance telephone charges and routine printing costs. If it is necessary for Alto’s personnel to travel or attend out of the office on the Client’s matter, Alto will charge for travel time, subject to any agreement with the Client to the contrary.
5.3 The Client shall pay Alto any General Sales Tax properly chargeable on the Services. Any amount expressed as payable to Alto under the Engagement is exclusive of General Sales Tax unless stated otherwise.
5.4 The Fee shall be calculated and paid in accordance with the manner and dates set out in the Engagement or if not set out, the Fee shall be paid at intervals of not less than one month, beginning one month after Alto begins performing the Services. To the extent that the Fee is not set out in the Engagement, Alto will be entitled to charge a Fee based on its current hourly rates (which are available on request), and on the number of hours he has worked on the matter.
5.5 Alto shall submit to the Client an invoice for each instalment of the Fee, together with any supporting documents that are reasonably necessary to check the invoice. The invoice and supporting documents (if any) shall specify the sum that Alto considers will become due on the relevant instalment date or otherwise Alto’s invoice is payable when rendered.
5.6 Payment shall be made within 30 days of the invoice being rendered and, unless notified by Alto to the Client in writing, shall be paid by bank transfer to the bank account stated on the invoice.
5.7 If an invoice has not been satisfied within 30 days of being rendered, Alto reserves the right to charge interest at an annual rate of 2% over the Bank of England base rate. In addition, Alto will have a lien over, and will be entitled to retain until all invoiced amounts of Fees expenses and disbursements due have been fully paid, all documents in Alto’s possession relating to the Client and which are the Client’s property or that come into existence in the course of the provision of the Services and over any monies or other assets belonging to the Client over which Alto has control.
6. Additional Services
6.1 Each party shall notify the other as soon as reasonably practicable if it becomes apparent that Additional Services are likely to be required, and such notice will identify the required services.
6.2 Additional Services may arise as a result of the following:-
6.2.1 a change in the scope, size, complexity or duration of the Services;
6.2.2 any other changes to the Services as set out in the Engagement;
6.2.3 any material delay or disruption to the Services; and/or
6.2.4 any other cause outside Alto’s reasonable control and which it could not reasonably have foreseen at the date of the Engagement.
6.3 If the Client provides notice under clause 6.1, then as soon as reasonably practicable after receiving the notice, Alto shall provide the Client with a written estimate of the change to the Fee in respect of the Additional Services. If Alto provides a notice under clause 6.1, Alto shall provide the Client with a written estimate of the change in fee in respect of the Additional Services at the same time it provides the notice.
6.4 The Fee for Additional Services shall be calculated by agreement between the parties.
6.5 At the Client’s discretion, acting reasonably, it may instruct Alto to carry out the Additional Services. For the avoidance of doubt, Alto shall only perform Additional Services on receipt of a written instruction to do so by the Client.
6.6 Any Fee payable by the Client in respect of Additional Services shall be included in the next invoice following performance of the Additional Services.
7. Liability – PLEASE READ THIS SECTION CAREFULLY
7.1 To the fullest extent permitted by the Governing Law, Alto will not be liable for any act or omission in connection with the Engagement or the provision of the Services beyond the agreed scope of the Services. Alto’s obligations under the Engagement are solely the obligations of Alto and the Client agrees that, to the fullest extent permitted by the Governing Law, no member of Alto’s staff will have any personal liability to the Client for any alleged breach of the Engagement or in connection with the provision of the Services and that the Client will not bring any claim against any such member of staff in respect of any such breach.
7.2 In any event and notwithstanding the indemnities and exculpations set out in these Terms of Business, Alto’s maximum aggregate liability in connection with the Engagement and/or the provision of the Services shall not exceed Alto’s aggregate Fee received for the Services under the Engagement during the period of one calendar year in which any event or incident occurred.
7.3 Alto will not be liable for any consequential, indirect or exemplary damages, costs or losses or any damages, costs of losses attributable to lost profits, opportunities or anticipated savings or to damage to goodwill or reputation, whether in contract, tort, under statute or otherwise. Nothing in any constituent part of the Engagement or these Terms of Business will operate to limit Alto’s liability or that of any other person for fraud, gross negligence or wilful misconduct or for any other matter in respect of which it is not permitted to exclude or limit such liability under the Governing Law.
7.4 If the Client suffers loss as a result of Alto’s breach of contract or negligence, Alto’s liability shall be limited to a just and equitable proportion of the Client’s loss having regard to the extent of responsibility of any other party. Alto’s liability shall not increase by reason of a shortfall in recovery from any other party, whether that shortfall arises from an appointment or engagement between the Client and any such other party, difficulty in enforcement, or any other cause.
7.5 The Services and any Material produced in connection with the Services are provided for the Client’s benefit alone and solely for the purposes of the Engagement to which it relates. The Services or any Material may not, without Alto’s written consent, be used or relied upon by any third party, even if that party pays all or part of Alto’s Fee, or is permitted to see a copy of the Material Alto creates. If Alto provides written consent for a third party to rely on the Services or the materials, it may be subject to further fee, and any such third party will be deemed to have accepted the terms and conditions set out in the Engagement and these Terms of Business.
7.6 Alto shall not be liable for any loss or damage suffered or incurred by the Client arising from Alto’s delay in performing or failure to perform the Services and/or any of its obligations under the Engagement where such delay or failure results from a Force Majeure Event.
8. Indemnity
8.1 The Client will indemnify Alto and each of Alto’s directors, officers, employees, nominees, sub-contractors, delegates and agents (each and Indemnified Person and collectively Indemnified Persons) and keep Alto and the other Indemnified Persons indemnified to the full extent permitted by Governing Law, against all claims, fines, demands, legal proceedings, charges, actions or suits (Claims) brought or made or threatened to be brought or made against any such Indemnified Person by any third party and against all liabilities, damages and reasonable costs and expenses, including legal costs, payable, suffered or incurred by an Indemnified Person in connection with any such third party Claim arising out of or in connection with the Engagement or its subject matter or the provision of the Services unless and solely to the extent that the Claim in question is the result of fraud, gross negligence or wilful misconduct on the part of the Indemnified Person in question.
9. Suspension
9.1 The Client may, at any time, suspend performance of all or part of the Services by giving written notice to Alto. Subject to clause 10.1, Alto shall resume performance of the Services as soon as reasonably practicable after receiving a written notice to do so from the Client.
9.2 Alto may suspend the performance of any or all of its Services and other obligations under the Engagement by giving not less than seven days’ notice to the Client of his intention to do so in the event that the Client fails to pay an invoice in accordance with the relevant payment provisions set out in clause 5.
9.3 In the event of a suspension in accordance with the Engagement, the Client shall pay Alto an amount in respect of any costs and expenses reasonably incurred by Alto as a result of such suspension.
10. Termination
10.1 Alto may immediately terminate its appointment under the Engagement by giving written notice to the Client if:-
10.1.1 a suspension of the Services in accordance with clause 9.1 continues for a continuous period of six months; and
10.1.2 the Client does not instruct Alto to resume the Services within 30 days of receiving a written notice from Alto requiring it to do so.
10.2 Either party may immediately terminate the Engagement by giving written notice to the other party if:-
10.2.1 the other party is in material breach of its obligations under the Engagement and fails to remedy that breach within 14 days of receiving written notice requiring it to do so; or
10.2.2 the other party becomes insolvent; or
10.2.3 a Force Majeure continues for a period of more than 30 days.
10.3 Either party may terminate the Engagement at any time for any reason by giving no less than 30 days written notice to the other party.
11. Consequences of Termination
11.1 On termination the Client shall immediately pay Alto:-
11.1.1 any amount properly due for payment under the Engagement at the date of termination; and
11.1.2 a fair and reasonable proportion of the next instalment of the Fee, together with any expenses and disbursements, commensurate with the Services properly performed at the date of termination; and
11.1.3 any expenses, disbursements or costs necessarily incurred by Alto as a direct result of termination (unless the termination arises as a result of Alto’s default).
11.2 Termination of Alto’s appointment under the Engagement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Engagement which existed at or before the date of termination.
12. Copyright and Intellectual Property
12.1 Alto owns all intellectual property rights (including copyright) relating to the Material it produces.
12.2 On payment of the Fee, Alto grants to the Client an irrevocable, non-exclusive, non-terminable, royalty-free licence to copy and make full use of any Material prepared by, or on behalf of, Alto for any purpose to which the Services relate.
12.3 Alto shall not be liable for use of the Material for any purpose other than that for which it was prepared and/or provided.
12.4 The Client may, at any time (whether before or after completion of the Services, or after termination of the Services, or after termination of Alto’s appointment under the Engagement), request a copy or copies of (some or all of) the Material from Alto. On the Client’s payment of Alto’s reasonable charges for providing the copy (or copies), Alto shall provide the copy (or copies) to the Client.
13. Confidentiality
13.1 Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party or of any member of the group of companies to which the other party belongs, except as permitted by clause 13.2.
13.2 Each party may disclose the other party’s confidential information:-
13.2 1 to its employees, officers, representatives, contractors, sub-contractors or advisers who need to know such information for the purposes of exercising the party’s rights or carrying out the party’s obligations under or in connection with the Engagement. Each party shall ensure that its employees, officers, representatives, contractors, sub-contractors or advisers to whom it discloses the other party’s confidential information comply with this clause 13; and
13.2.2 as may be required by law, to a court of competent jurisdiction or any governmental or regulatory authority.
13.3 No party shall use any other party’s confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with the Engagement.
14. Anti-Money Laundering
14.1 Alto operates an anti-money laundering policy in compliance with its legal, regulatory and professional obligations. Alto may require the Client to provide information (including proof of identity, income, source of wealth and source of funds) from time to time to enable Alto to verify the Client’s identity. For the avoidance of doubt this may require Alto to request and retain information relating to the beneficial owners of the Client and, as applicable, the Client’s directors, controllers, beneficial owners and/or others, as is required.
14.2 Any failure to provide such information within seven days of such request shall give Alto the right to terminate the Engagement in accordance with Clause 10.2.1 of the Engagement.
14.3 The Client represents and warrants to Alto that: (i) any information, documentation or records provided by the Client (or on the Client’s behalf) shall be true, accurate, up-to-date, not misleading and complete at the time provided; (ii) Alto shall be entitled to rely upon the material accuracy and completeness of all such information, documentation and records; and (iii) all copy documents that the Client provides Alto with will be appropriately certified or legalised to the extent reasonably required by Alto or as required by the Regulations.
14.4 The Client agrees to provide Alto with such information, documents, records and financial statements that Alto reasonably requires to provide the Services and to comply with all Regulations and Alto’s internal policies and procedures pertaining to (among other things) know-your-client/client due diligence (CDD Measures); anti-money laundering and anti-financing of terrorism measures (AML/CFT Measures) and anti-tax evasion (including anti-facilitation) and other tax- and revenue-related offences (Tax Crime Measures). The Client shall promptly notify Alto of any changes of such information, documents, records and financial statements.
14.5 The Client shall promptly notify Alto of: (i) any actual or threatened litigation, investigation or prosecution against the Client or a related party in any jurisdiction by any judicial, regulatory or police authority; and (ii) any event which could be reasonably foreseen to have a material effect on Alto’s willingness to continue to provide the Services.
14.6 Alto shall be under no obligation to provide any Services (or to continue to provide Services) unless and until Alto’s due diligence and verification exercises have been completed to Alto’s satisfaction.
15. Bribery and Corruption
15.1 Pursuant to the Jersey law Corruption (Jersey) Law 2006 and English law Bribery Act 2010, the Client Agreed to notify Alto if the Client becomes aware of any person (employee, agent, intermediary, contractor, private individual, commercial organisation or public official) connected (in any way) with this Engagement who has committed an offence under the Corruption (Jersey) Law 2006, the Bribery Act 2010 (or any equivalent legislation).
15.2 Alto reserves the right to terminate this Engagement with immediate effect should Alto reasonably believe that a breach or likely breach of the Corruption (Jersey) Law 2006 and/or the Bribery Act 2010 (or any equivalent legislation) has occurred.
16. Data Protection
As a result of Alto’s relationship with the Client, Alto may collect or retain personal data about the Client. If the Client is a company or similar entity, this may include information about the Client’s employees, officers, beneficiaries and/or shareholders. If the Client is a person, this may include information about the Client’s family members. Alto will only use such data for the purposes of providing the Services, or for related purposes such as updating Client records, money laundering compliance, and disclosing this information to appropriate persons in relation to such matters. In providing any personal data to Alto, the Client confirms that it informed the individuals concerned and obtained any necessary consent to the transfer to Alto and for Alto’s use of their data for these purposes.
17. Professional Indemnity Insurance
17.1 Alto shall maintain professional indemnity insurance to cover its liabilities arising out of the Engagement for a period beginning on the date of the Engagement and ending 6 years after the date of completion of the Services provided that such insurance is available at commercially reasonable rates and terms with reputable insurers lawfully carrying on insurance business in the UK.
17.2 Whenever the Client reasonably requests, Alto shall send the Client a broker letter/certificate to evidence that Alto’s professional indemnity insurance is in force.
18. Complaints
In the event that the Client has a complaint the Client shall be entitled to have access to the complaints handling procedure maintained by Alto which contains a dispute resolution process (details of which are available from Alto on request).
19. Unoccupied Premises or Properties
Alto accepts no liability or responsibility for the security, maintenance or repair of, or for any damage to any premises or properties to which the Services relate. The Client shall take all necessary action to protect such premises or property and to ensure that they have adequate insurance in place.
20. Joint and Several Liability
If at any time the Client shall consist of more than one person, the obligations on the Client under the Engagement shall be enforceable against each of them on a joint and several basis.
21. Assignment, Subcontracting and Delegation
21.1 Neither party shall assign or subcontract its rights or obligations under the Engagement without the prior written consent of the other party such consent not to be unreasonably withheld or delayed.
21.2 If the Client wishes to instruct Alto to use a specific contractor or consultant, Alto shall instruct such contractor or consultant on the Client’s behalf. The Client retains full responsibility for any such contractors or consultants and will undertake all due diligence and investigation in relation to their competences and resources. Alto accepts no responsibility or liability for the acts of any contractors or consultants appointed at the Client’s request.
21.3 The Client agrees that Alto may delegate the provision of some or all of the Services to and/or employ appropriately qualified agents or delegates provided that Alto will remain responsible to the Client. Where required under applicable law, Alto will notify the Client of such appointment and will provide such information in relation to the proposed agency and/or delegation as may be reasonably requested.
22. Notice
A notice given to a party under or in connection with the Engagement shall be in writing and delivered by hand or by recorded delivery post to the address recorded in the Engagement or such other address as the party may specify from time to time by written notice to the other.
23. Liability Period
Neither party shall commence any legal action against the other under the Engagement after six years from the date of completion of the Services.
24. Third Party Rights
Except in relation to clause 7.1, a person who is not a party to the Engagement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any terms of the Engagement.
25. Entire Agreement
25.1 The Engagement and these Terms of Business constitute the entire agreement between parties and supersedes and extinguishes all previous discussions, correspondence, negotiations, draft, agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
25.2 Each party agrees that in entering into the Engagement it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Engagement.
25.3 Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Engagement.
25.4 No variation to the Engagement will be binding unless agreed in writing by both parties.
25.5 Nothing in this clause shall limit or exclude any liability for fraud.
26. Severance
If any provision or part-provision of the Engagement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of these Terms of Business and the Engagement.
27. Non-Solicitation
27.1 The Client agrees that both during and for a period of twelve months after the term of the Engagement, the Client shall not (and shall procure that none of its subsidiary or associated companies or entities shall) without the prior written consent of Alto:-
27.1.1 directly or indirectly employ or engage any person who is (or was at any time during the term of the Engagement) a director, member, employee, agent or contractor of Alto and with whom the Client has had dealings pursuant to the Engagement (a relevant person), or solicit or induce any such relevant person to terminate their employment or engagement with Alto;
27.1.2 engage or accept services from or otherwise deal with any company, partnership or other entity of which any relevant person is a director, member, employee, agent or contractor.
27.2 In granting its consent hereunder, if it agrees to do so, the Firm shall be entitled to make such consent conditional upon the payment by the Client to Alto of a fee equal to 50% of the relevant person’s average annual salary or earnings during the preceding 12 months, which equates roughly to the cost to Alto of replacing such relevant person.
28. VARIATION OF THESE STANDARD TERMS OF BUSINESS
28.1 Alto reserves the right to vary these Terms of Business at any time. If there is any variation to these Terms of Business, unless otherwise expressly agreed with the Client, Alto shall give 30 calendar days’ notice in writing of that variation, except in the case of changes which are necessary to reflect changes in the Regulations, in which case Alto shall endeavour to give 30 calendar days’ notice in advance of the changes taking effect, but may not always be able to do so.
28.2 Changes to these Terms of Business shall be notified by displaying the changes on Alto’s website.
28.3 A Client may reject changes to these Terms of Business during the period before a change comes into effect by notifying Alto in writing. If Alto does not receive notification from a Client, before a change comes into effect, that the Client wishes to reject the change, the Client shall be deemed to have accepted the relevant change.
29. Notices
29.1 Any notice under this Appointment is deemed to be given if it is in writing and delivered by hand or sent by pre-paid, recorded or special delivery post to the Client or the Consultant (as the case may be) at the address set out for each party in this Appointment or any other address notified by one party to the other in accordance with this Clause.
29.2 Any notice sent by hand is deemed received upon actual receipt by the party to whom it is addressed.
29.3 Any notice sent by a postal method described in Clause 29.1 is deemed received 48 hours after it was posted.
30. Disputes
30.1 Notwithstanding any other provision of this Engagement, all claims and disputes arising from this Engagement or in respect of its formation shall be referred to resolution in the manner described in clauses 30.2 to 30.4 to (inclusive).
30.3 If the matter is not resolved by negotiation within 30 days of receipt of a written ‘invitation to negotiate’, the parties will attempt to resolve the dispute in good faith by referring it to a mediator for resolution. The parties shall attempt to agree upon the appointment of a mediator, upon receipt, by either of them, of a written notice to concur in such appointment. Should the parties fail to agree within fourteen days, either party, upon giving written notice, may apply to the Chair (or failing the Chair, the Vice Chair) of the Channel Islands Branch of the Chartered Institute of Arbitrators, for the nomination of a mediator.
30.4 Should the mediation fail, in whole or in part, either party may, upon giving written notice, and within twenty eight days thereof, apply to the Chair (or failing the Chair, the Vice-Chair), for the time being, of the Channel Islands Branch of the Chartered Institute of Arbitrators, for the nomination of a single arbitrator, for final resolution. The arbitrator shall have no connection with the mediator or the mediation proceedings, unless both parties have consented in writing. The arbitration shall be governed by both the English Law Arbitration Act 1996 of England and Wales and the Controlled Cost Rules of the Chartered Institute of Arbitrators (2018 Edition), or any amendments thereof, which Rules are deemed to be incorporated by reference into this clause. The seat of the arbitration shall be Jersey.
31. Governing Law and Jurisdiction
31.1 The Engagement, these Terms of Business and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the Governing Law. The parties irrevocably agree to submit to the exclusive jurisdiction of the courts of that location.
Version 9-2024