Terms of Business
Marbral Advisory Limited (Marbral) is a private limited company registered in Jersey, No 54395. The registered office of Marbral Advisory Limited is at Beachside Business Centre, Rue Du Hocq, St Clement, JE2 6LF
Definitions in these terms of business:
"Marbral Principal" means any director of Marbral or other person nominated as a Marbral Principal in the Engagement Terms.
"Marbral Staff" means all directors, shareholders, contractors, and employees of Marbral and any third party contractors or other persons involved in the provision of the Services.
"Client" means any person to whom Marbral provides any Services.
"Engagement Terms" means these Terms of Business, any Proposal in relation to the Services which has been accepted in accordance with these terms of business and any engagement letter in relation to the Services, together with any modifications or additions agreed in writing between the Client and a Marbral Principal from time to time.
“Parties” means Marbral and the Client"Proposal" means any proposal by Marbral for the provision of services.“Services” means all services carried out or performed for or on behalf of Marbral pursuant to the Engagement Terms.
1. Scope of Terms of Business
All work carried out by or at the responsibility of Marbral is subject to the Engagement Terms. The Engagement Terms will be deemed to have been agreed by the Client by its acceptance of any of the Services. Proposals submitted by Marbral may only be accepted by written agreement between the Client and a Marbral Principal.
2. Commencement of Work
The Client shall take all steps to enable Marbral to begin its work on an from the commencement date stated in the Engagement Terms (or, if none, immediately after acceptance of the Engagement Terms). The Client will make available or place at Marbral’s disposal all information, facilities and personnel reasonably required by Marbral to carry out its work, and generally will co-operate with Marbral in all reasonable ways.
All Proposals, reports and other documents produced or commissioned by Marbral will be treated by Marbral as confidential to the Client concerned and will not be shown or passed to any third party without written permission of the Client.
4. Fees and Expenses
All fees expenses and other sums payable to Marbral by the Client shall be payable in every case upon presentation of an invoice by Marbral (and interest at the rate of 1% per month may, at the discretion of Marbral, be charged on all overdue amounts). The Client shall reimburse Marbral at cost for all reasonable disbursements and expenses incurred by it in providing the Services.
5. Termination or Breach by Client and Force Majeure
If the Client repudiates, terminates or is in serious or (after warning) repeated breach of the Engagement Terms or acts in such a manner as to render the performance of the Services by Marbral wholly or substantially impossible, then the obligations of Marbral under the Engagement Terms shall cease forthwith. In such a case the Client shall immediately pay to Marbral all fees and expenses (including all the expenses of or caused by or arising out of such termination) and other sums then owing to Marbral under the Engagement Terms together with a sum equal to the whole of the fees thereafter remaining to be paid under the Engagement Terms.
If the performance of the Services is rendered wholly or substantially impossible by reason of force majeure, the obligations of both parties shall cease forthwith except that the Client shall pay to Marbral all fees and expenses then owing to Marbral (including all the expenses of or caused by or arising out of such termination) together with a sum equal to the lesser of the fees remaining to be paid thereafter and a proportion of the total fees equivalent to fifteen days’ work calculated pro rata against the total time estimated for the project.
6. Contractual Limits
Claims in respect of the Services may be brought only against Marbral and no claim of any sort whatsoever (whether or not arising out of or in connection with the Engagement Terms or the Services) shall be brought personally against any Marbral Staff (whether actual or deemed servants or agents of Marbral or not).
Marbral will make all recommendations in any Proposal, report or letter in good faith and on the basis of the information before Marbral at the time. Marbral is not an expert in legal, tax, accounting, financial, banking or other professional or technical matters and is not rendering
any such professional advice or opinions and, accordingly, Marbral assumes no liability whatsoever in connection any information, recommendation or advice provided by Marbral (which are provided solely for consideration by the Client in light of its own knowledge, expertise and professional advice). The Client should obtain specific professional advice from legal, tax, accounting or other appropriate professional advisers before embarking on any course of action.
Marbral shall not be liable to the Client for any indirect or consequential loss or damage for any breach, issue or consequences of their actions. The total liability of Marbral to the Client shall not exceed the fees paid in respect of the Services over the previous two months. This amount includes any and all claims combined, including any costs and lawyers’ fees awarded. Marbral reserves the right to modify discontinue, interrupt or suspend the Services at any time; the Client agrees that in so doing Marbral will not be liable to the Client for any losses whether direct or consequential or whether incurred by the Client or any third party. Marbral may rely without liability on any information supplied to it or obtained by it from the Client or any third party.
No statement in any Proposal or other document shall in any circumstances be construed as a representation, undertaking or warranty by or contractual condition upon Marbral unless expressly described as such and the Parties acknowledge that in entering into an agreement with each other they are not doing so in reliance on any representation warranty or other provision except as expressly provided herein and any conditions warranties or other terms implied by legislation or common law are excluded from this Agreement to the fullest extent permitted by law.
Marbral intends to employ the methods, procedures, techniques and sources of information set out in any Proposal, but reserves the right to vary these as it considers necessary or desirable in order to achieve the aims of the Services.
Marbral will use its reasonable endeavours to meet the wishes of Clients in the selection of sub-contractors and associates but reserves the right (unless required otherwise in the Engagement Terms) to employ, discharge or replace at any time any sub-contractor or associate in carrying out work for Clients.
8. Intellectual Property Rights
All intellectual property rights are reserved to Marbral in all Proposals, reports and other documents produced or commissioned by Marbral under or in connection with the Services. No such document shall be copied or published (in whole or in part) or disseminated to any third party without the written permission of Marbral, which will not be unreasonably withheld.
9. Law and Arbitration
The Engagement Terms, the Services and any relevant interaction between the parties (including before any contract is made) shall be governed by and construed in accordance with the laws of Jersey and both parties agree to submit to the non-exclusive jurisdiction of the courts of Jersey in relation to any claim, dispute or difference arising under or in connection with the Engagement Terms, the Services or any such interaction.
If any dispute or difference shall arise between Marbral and a Client (including concerning the Services or the meaning or effect of the Engagement Terms or of any agreement between them) then if the same cannot be settled amicably it shall be referred to the arbitration of a single arbitrator to be agreed by the parties or in default of agreement to be appointed by the President for the time being of the Law Society of Jersey. The costs of any such arbitration shall be in the discretion of the arbitrator whose award will be considered and taken by the parties as final and binding.
Each clause or term of the Engagement Terms constitutes a separate and independent provision. If any of the provisions of the Engagement Terms are judged by any court or authority of competent jurisdiction to be void or unenforceable, the remaining provisions shall continue in full force and effect.
In these terms of business, unless the context otherwise requires: words importing the singular shall include the plural and vice versa; the use of any gender shall include all other genders, words importing persons shall be construed as including companies, associations and bodies of persons whether incorporated or unincorporated (and including heirs, successors and assigns); headings are for convenience and don't affect interpretation; the words "in writing" include written, printed, telexed, electronically transmitted or any other mode of representing or reproducing words in a visible form; the word "includes" means "includes without limitation"; and where any expression is defined or the interpretation of it is set out herein, other parts of speech of such expression shall have a corresponding meaning.
11. Marbral Staff
The Client shall not, during the servicing of the contract, and for a period of 1 year after completion of the Services, directly or indirectly (i) solicit or approach any Marbral Staff for the purpose of inducing them to end their relationship with Marbral or (ii) employ or engage (including as employee or contractor or member of a different third party organisation) or accept any services from any Marbral Staff.
Each of the Parties shall keep confidential and secret any and all confidential Information that it may acquire in relation to the business or affairs of the other of the parties. Neither, of the Parties shall use the others confidential Information for any purposes other than to perform the Services. Each of the Parties shall be responsible for ensuring that its officers and employees comply with the provisions of this clause.
The Client shall indemnify and hold harmless Marbral and its staff from and against all Claims and losses arising from loss damage liability, injury to Marbral’s staff and third parties infringement of third party intellectual property or third party losses by reason of or arising out of any information device or product supplied by the Client to Marbral or its employees or consultants, within or without the scope of providing the services. ‘Claims’ shall mean all demands claims proceedings penalties fines and liability (whether criminal or civil in contract tort or otherwise); and ‘Losses’ shall mean all losses including without limitation financial losses damages legal costs and other expenses of any nature whatsoever.
Upon termination of the Engagement the Client will return to Marbral any and all materials, documents, records (in whatever form or media they are held) and other property belonging to Marbral which are in the Client’s possession or under its control (‘Records’). The Client will not retain any copies in any form.