GENERAL TERMS OF BUSINESS

Business Services

1. INTRODUCTION

AJC will send a letter (the “Engagement Letter”) to each person to each person (the “Client” or the “Clients”) requesting an advice or any business services of AJC regarding a particular matter. The Engagement Letter will confirm the instructions of the Client and detail the practical aspects of the business services to be provided (the “Assignment”). Both the Engagement Letter and these General Terms of Business together shall constitute the Agreement. Therefore, the signature of the Engagement Letter indicates full acceptance of these General Terms of Business and full acceptance of the Agreement. Acceptance of the commencement of the provision of business services to you shall also be deemed to be acceptance of the Agreement.

In the event of any inconsistency between the Engagement Letter and these General Terms of Business, the Engagement Letter shall prevail.

2. PROVISION OF BUSINESS SERVICES

The Engagement Letter determines the scope of the Assignment. The scope of work may thereafter be amended by agreement between the parties. The business services provided to the Client by AJC are based on the facts as provided by the Client.

Business services only include the provision of assistance within the scope of the Assignment. Business services do not cover advice in other areas than the areas of expertise of AJC (such as any commercial, environmental, technical or other advice). Employees of AJC are qualified to provide business services only on the basis of the law of Vanuatu. Based on its general experience in the respective area of law, AJC may provide views on issues related to the law of other jurisdictions, but this does not constitute provision of services and AJC does not assume any liability for the correctness of such views.

The Client undertakes to provide AJC all relevant information and documents concerning the Assignment and to keep AJC informed of facts that change or may be anticipated to change. In co-operating with AJC and at its request the Client will promptly deliver documents and positions and perform other acts necessary for timely performance of the Assignment. The Client undertakes to accept the Assignment carried out by the employees of AJC and forthwith notify AJC regarding any amendments required. If the Client fails to deliver such notification to AJC, the business services shall be considered to have been accepted by the Client.

Unless otherwise agreed with the Client in writing or in a format reproducible in writing, AJC does not undertake to amend or update any information, opinions or documents provided to or prepared for the Client after performance of an Assignment due to amendments to or revocation of legal acts, development of case law or due to apparent or actual changes in any other circumstances.

3. FEES AND INVOICING

The amount of the fee for business services requested by the Client is calculated on the basis of, but not limited to the following criteria: (i) the time spent in fulfilling the Assignment; (ii) the qualifications and experience of the employee performing the Assignment, and the resources required for fulfilling the Assignment; (iii) the business interest involved; (iv) the risks assumed (if any) in fulfilling the Assignment; and (v) the time constraints for fulfilling the Assignment.

AJC will do its best at the outset to give the Client an estimate of the likely overall cost in relation to an Assignment. There are, of course, many variables which come into play and therefore AJC will provide the Client with an estimate based upon the information it has at any particular stage.  Unless the Engagement Letter states otherwise, any estimate or quotation of costs AJC gives the Client is only a guide to assist it in budgeting and should not be regarded as a firm quotation or a fixed or capped fee. AJC shall do its best to notify the Client if any estimate of the time and/or fees that AJC has given the Client needs to be changed as a result of a change in circumstances. Unless otherwise instructed by the Client, AJC may take such action as considered necessary or advisable in order to carry out an Assignment, and incur reasonable out-of-pocket expenses on the Client’s behalf.

Unless otherwise agreed, AJC will charge the Client for time its personnel spends traveling in performance of the Assignment.

AJC issues an invoice either directly to the Client or to a third person designated by the Client. If the third party designated by the Client fails to pay an invoice by the due date of payment, AJC may readdress the invoice in the name of the Client, and the Client shall pay the invoice by the due date of payment indicated in the invoice.

AJC may unilaterally change its registered agent annual fee rate but must inform the Client at least 30 calendar days in advance in a format reproducible in writing before the end of the year. If the Client does not agree to pay the amended annual fee for the provision of services of registered agent, each party will be entitled to terminate the Agreement. Termination of the Agreement by the Client does not release the Client from the obligation to pay an invoice delivered for legal services provided, and expenses related thereto, up to and including the moment of cancellation.

Unless otherwise agreed in writing, the term of payment of an invoice is 10 calendar days. Value added tax is added to fees in the cases and at the rate set by law. In addition to fees, the Client also reimburses direct expenses incurred by AJC in provision of business services (including, but not limited to, translations, photocopying, long distance calls, notary fees, stamp duties, travel expenses, etc.). If the Client is required to deduct or withhold any taxes or other sums (such as bank charges) from any amount payable indicated in an invoice in whatever circumstances, the Client will pay and bear such taxes or other amounts and ensure that AJC receives the full amount of the invoice net of any deduction or withholding.

If payment of an invoice is delayed, AJC may suspend provision of business services and withhold documents prepared for the Client’s Assignment (including the documents required for completing a transaction) until full payment by the Client of amounts overdue. The Client will reimburse to AJC all additional expenses incurred by AJC in relation to collection of any amounts not paid by the due date of payment by the Client. Invoices are sent to the Client in electronic form to the e-mail address indicated in the Engagement Letter and without a physical signature. Upon the Client’s request, AJC will provide an invoice in paper form.

4. CONFLICT OF INTEREST

Before accepting an Assignment, AJC always conducts an internal conflict-of-interest check to verify that AJC can accept the Assignment. Notwithstanding such checks, circumstances may arise that prevent AJC from acting for the Client in an existing ongoing or future matter. In these situations, AJC may terminate the Agreement.

The relations between AJC and the Client do not create mutual exclusivity. The Client may use the services of other firms for the purpose of providing of any business services. In addition, AJC retains the rights to render business assistance to other persons and execute assignments not connected to the Client’s Assignment, including providing of services to persons operating in the same field as the Client or who might potentially have interests opposite of the ones of the Client.

5. ELECTRONIC COMMUNICATION, IT SYSTEMS AND ORIGINAL DOCUMENTS

The Client agrees to exchange of information electronically and is aware of the risks deriving from electronic communication: messages may get delayed or lost, confidential and personal information may be intentionally or unintentionally modified, stolen or disclosed to third parties… AJC is not liable for the risks related to electronic communication of digitally formatted information, provided that AJC has taken all reasonable precautions. Measures taken to protect electronic communication and to ensure its confidentiality and preservation by AJC may in certain cases cause communications from the Client to be blocked or delayed. Consequently, the Client is asked to follow up by telephone regarding any messages that are particularly time-sensitive or in circumstances in which it is unclear that the message has been duly received by AJC.

AJC uses IT systems (including electronic communication, time tracking, Client administration and document administration systems) which contain information on the Clients, the business services provided to them and documents related thereto. Unless agreed otherwise, AJC returns to the Client all original documents in its possession in relation to an Assignment after completion of the Assignment, rejection of the Assignment or cancellation of the Agreement.

6. KNOW YOUR CUSTOMER OBLIGATIONS

Under the respective regulation on prevention of money laundering and terrorist financing, AJC must identify its Clients as well as persons acting on the Clients’ behalf and the ultimate beneficiaries of the Clients. It is also AJC’s duty in certain situations to determine the origin of the Clients’ assets. AJC may be obligated to decline or suspend an Assignment and report to the authorities if the Client does not provide the required information, if a transaction is suspicious in comparison with previously known transactions, or if assets are suspected of being used for terrorist financing or money laundering.

Although it is the professional obligation of AJC to avoid disclosing information concerning its Clients and the business services provided to them, the applicable mandatory regulation may require AJC to inform the authorities if AJC has reason to suspect that any given transaction being carried out in the Client’s name may be related to money laundering. If it appears to be necessary to give notice of money laundering at any time while AJC is acting in the interests of the Client, it may not be possible for AJC to inform the Client about notification or the reasons for it. The Client understands and accepts that such measures, being mandatory obligations of AJC, do not constitute breach of professional secrecy provisions.

7. PERSONAL DATA

AJC collects, stores, uses and processes personal data about you and the persons directly related to you (employees and/or representatives) for, amongst others, the purposes of performing the Agreement, administering billing and accounting systems, maintaining its internal information systems, managing Client relationships, complying with its legal obligations as registered agent, preventing money laundering and terrorist financing and for marketing purposes.

The Client must inform AJC on security measures it requires for the protection of personal data processing. If the Client has not separately informed AJC on such security measures, the Client hereby agrees that the security measures taken by AJC correspond to the requirements of the Client.

Personal data of the clients are stored by AJC during the period of the Agreement and for 7 years after its expiry.

Natural persons have the right to obtain access to their personal data as well as the right to rectify, to question, to limit, to transfer, to withdraw and to forbid any process of their personal data for marketing purposes, by sending an email to: [email protected]

8. INTELLECTUAL PROPERTY, CONFIDENTIALITY, NONSOLICITATION

Copyright and other intellectual property rights in all work product generated in the course of the Assignments by AJC belong to AJC. However, the Client has the right to use such work product for the purposes for which they are provided.  

If necessary for the fulfilment of the Assignment, or if the obligation derives from the law, AJC may disclose to third persons (including, but not limited to, public notaries, barristers, solicitors, translators, banks and state authorities) confidential information and documents regarding the Client without separate consent from the Client. AJC is also entitled to disclose the information entrusted by the Client and/or relating to business services provided to the Client by AJC in the course of internal review and/or administrative investigation.

During the period of the Agreement and for 12 months after its expiry, the Client agrees to avoid soliciting any employee who worked for AJC during the validity period of the Agreement for employment or provision of services under another contract.

9. REFERENCES

For marketing purposes, AJC may reveal to third persons the fact that the Client is a Client of AJC, the cases and Assignments in which AJC has assisted the Client, and the general nature of the services provided to the Client. Contents of the business services provided to the Client may not be disclosed without the Client’s consent unless such information has been already legally published or made accessible to the public in any other way to at least the same extent.

AJC may also use the trademark or logo of the Client for that purpose, unless agreed otherwise in writing or in a format reproducible in writing. When the Client publicizes information regarding the Assignment carried by AJC, the Client shall, to the extent possible, indicate that the assistance in relation thereof was provided by AJC.

10. LIMITATION OF LIABILITY

AJC is liable for direct proprietary damage wrongfully caused to the Client through provision of business services up to the amount of the Assignment fees. AJC is not liable for loss of profit or non-proprietary damage. Without limiting the generality of the foregoing, if the Client has been advised by an advisor other than AJC in the same matter, the liability of AJC is always also limited to its pro rata share of the total damages. The liability of AJC to the Client will be reduced by insurance indemnities or compensation for damage received by the Client under any insurance agreement or under any other agreement, unless it is contrary to the Client’s agreement with the insurer or third party or the Client’s rights against the insurer or third party are thereby restricted.

AJC is not liable for damage caused by advice or documents provided to the Client if they are used for any other purpose than that for which they were originally prepared. AJC is liable only to the party who entered into the Agreement with AJC and will not accept liability for damage that may be caused to any third person. AJC does not assume liability for services provided by external counsel irrespective of whether the other counsel was engaged on the initiative of AJC itself or of the Client, provided that the Client has been informed about engaging such external counsel. If the law prescribes the liability of any employees working for AJC, the limitations of liability set out above also apply to those persons to the extent permitted by law.

11. TERMINATION OF AGREEMENT

An Agreement comes into effect on the date of its execution and remains valid until its termination if not provided otherwise below. The Client may terminate an Agreement at any time by notifying AJC in writing or in a format reproducible in writing. AJC may terminate an Agreement at any time by serving a 14-day prior written notice to the Client before the termination date, unilaterally in cases, where AJC has a substantial reason, provided that such termination does not contradict rules of professional conduct and that the Client interests are duly respected. An invoice overdue for over 30 days constitutes a fundamental (material) breach of the Agreement, and AJC may then terminate the Agreement extraordinarily with an immediate effect (upon informing the Client thereof) irrespective of the Assignment for the performance whereof the Agreement has been entered into.

In some cases, AJC may be obligated or entitled under the rules of professional conduct to terminate the Agreement, for example if the Client submits falsified documents or demands that AJC uses means or ways that are contrary to law in order to protect the Client’s interests or demands that AJC acts in a way not in compliance with its honour and reputation or rules of professional ethics, or if a conflict of interest exists / arises in fulfilling the Client’s Assignment, or if the Client acts contrary to the AJC’s instructions or in any other manner expresses that the Client has lost trust in AJC, or if the Client gives instructions to AJC that are detrimental to the Client’s interest or clearly useless for performance of an Assignment, and does not forego demanding compliance with these instructions irrespective of the AJC’s explanations.

Upon termination of the Agreement, the Client shall pay to AJC fees for legal services provided and expenses incurred prior and up to termination of the Agreement.

12. CLAIMS

The Client who has a complaint or claim regarding the services of AJC shall submit a complaint to the director of AJC in a format reproducible in writing. The complaint must clearly set out a description of the Client’s rights that have been violated, and the circumstances of the violation. Any existing evidence regarding violation of the Client’s rights must be appended to the complaint.

The Client shall be required to file a claim for damages during 12 months from the moment of receiving the deemed non-conform service from AJC. If the Client fails to file the claim during the said period, the right of the Client to file the claim shall expire. If the Client’s claim against AJC is based on a claim by a third party (including the public authorities) against the Client, AJC may respond to and settle the claim or make an Agreement on the Client’s behalf with the party filing the claim, provided that the AJC indemnifies the Client for any direct damage related to it. If the Client settles a claim, compromises or otherwise takes action relating to the claim without AJC’s consent, AJC has no liability for the claim.

If the Client is compensated by AJC or by the insurers of AJC in respect of a claim, the Client assigns the right of recourse against third parties to AJC or its insurers.

13. NOTICES

All notices, requests, demands and other communications between AJC and the Client shall be made in writing and shall be deemed to have been duly given when delivered in person, sent by registered mail, fax or email at the addresses of the parties indicated in the Engagement Letter. Each party shall forthwith notify the other party about any change of its contact details indicated in the Engagement Letter.

14. AMENDMENTS

AJC may unilaterally amend these General Terms of Business from time to time, notifying the Client by e-mail at least 30 calendar days in advance. AJC publishes amendments to the General Terms of Business on its website www.ajc-vanuatu.com. The Client that does not agree with an amendment to the General Terms of Business may terminate the Agreement.

15. DISPUTES

The Agreement shall be subject to and governed by Vanuatu law.  Any dispute arising from or under the Agreement shall be brought to the competent court within the jurisdiction of AJC’s head office.