Ogier (Jersey) LLP
Terms and Conditions of Business – Notarial services
1

Introduction

1.1

The Ogier Group is a multi-jurisdictional legal
and fiduciary services provider. It includes thefollowing entities (which together are called
Ogier): (i) separate legal or limited liability
partnerships, each called Ogier, in the British
Virgin Islands, Cayman Islands, Guernsey,
Hong Kong, Ireland, Jersey, London andLuxembourg; (ii) a number of fiduciary services
providers trading under the name of Ogier
Global; (iii) Ogier Legal Limited Partnership; (iv)
Ogier Global Holding Company Limited; and (v)other trading entities included within Ogier
whoseparticulars
areavailable
atwww.ogier.com. A full list of jurisdictions inwhich Ogier operates and the main trading
entities included within Ogier is available atwww.ogier.com.

1.2

These Terms and Conditions are produced forthe benefit and apply to notarial clients of Ogier(Jersey) LLP in respect of professional notarial
services we are asked to provide and/or
arrange (Services).

1.3

These Terms and Conditions and any related
engagement email explain the basis upon which
we accept instructions and charges forServices.

1.4

1.5

References in these Terms and Conditions andany accompanying engagement letter to we,
our, us and the firm mean Ogier (Jersey) LLP
a limited liability partnership registered in Jersey
with registration number 99.
We reserve the right to vary these Terms andConditions from time to time, including during
the course of the provision of the Services,
without your prior consent. These Terms andConditions and any future variations will be
published on www.ogier.com by way of public
notice to all current and prospective clients. On
the basis of such publication you shall bedeemed to have agreed to these Terms andConditions and all such variations.

2

Due Diligence2.1

We are required to complete due diligence
checks on all new and existing clients. Thesechecks will include gathering information anddocuments to identify and verify each individual
or entity for whom we act and, if applicable,
each principal or beneficial owner of that entity.
We may conduct electronic identity verification
searches.

2.2

Either the notary or a notarial clerk responsible
for your engagement or a member of thecompliance team will contact you to agree what
information and documents are required tosatisfy our due diligence checks, including theform of those documents.

2.3

We may immediately stop acting for you if,
within a reasonable period, you fail to produce
or delay in producing any information or
documents (in a form acceptable to us) werequire for our due diligence checks. If we soterminate our engagement, that termination will
be without any liability on our part and without
prejudice to our ability to claim our fees,
disbursements and charges incurred prior tothat termination.

2.4

We are not permitted to provide final advice toenable a transaction to complete until our due
diligence checks have been finalised. Any
advice that we give to you prior to thecompletion of the due diligence checks will betaken to be preliminary advice on which you
cannot place any reliance and for which we
accept no liability.

3

Fees and Charges

3.1

If the matter is simple we will endeavour tocharge a fixed fee.

3.2

For more complicated or time-consuming
matters the fees will be based on time spent.
However we are entitled to take into account,when assessing rates and bills generally, otherfactors including the importance, urgency,
novelty and complexity of the matter, the values
involved, the number and length of any
documents involved, any special skills required
and the firm's experience, expertise andprecedents. We are always willing to discusswith you a fair and reasonable method todetermine our fees in any specific case.

3.3

We may delegate the preparation of certificatesand other such documentation to a notarial
clerk. Nevertheless, all work which is carried out
by us for you is ultimately the responsibility of
the appointed notary and it will be his
responsibility to approve and sign thecertificate.

3.4

By instructing us, you authorise us to incur andcharge for disbursements such as those relating
to legalisation fees, court fees, postage andcourier services, consular agent fees,
government fees, travel expenses, translatingcosts and other third party charges. In addition,a sundry expenses charge of up to 4% of fees
may be included in each invoice to cover
general expenses which it is not practical tocharge on a provision basis such as thoserelating to telephone calls and in-house
photocopying and printing charges.
3.5

Where significant or unusual third party
payments are required we may forward any
related invoices to you for direct payment.

3.6

We will add to your invoice any value added tax,
goods and services tax or other similar tax that
may be chargeable on all or any part of theservices which we provide as part of ourengagement or any disbursements or charges
in relation to those services.

3.7

In the event that you are required to withhold or
make any deductions in respect of any tax orsimilar levy, you will pay to us such additionalamount as will ensure we receive the same total
amount that would have been received if there
were no such withholding or deduction.

4

Notarial Services

4.1

Our Services are provided on the following
terms, THAT unless otherwise agreed:(a)you will provide us will original
documents evidencing your identity
and residence and such otherdocumentation as required by us inaccordance with the relevant Jersey
Money Laundering Regulations andProceeds of Crime Laws (as amended
from time), and deemed acceptable to
us;

(b)

you will provide notarial instructions inwriting;(c)

you will provide us with all information
anddocumentationthatmayreasonably be required (including
electronically held information) prior to
the notarial appointment and haveindicated your notarial requirements
and will keep us informed of any
material changes in your instructions,knowledge or circumstances or any
matter having a bearing thereon;

(d)

(e)

you have taken all necessary legal
advice in relation to the documentation
to be notarised and that, whereapplicable, the documentation has
been
competently
preparedinaccordance with your particularrequirements by a lawyer qualified andcurrently practising in the relevant
jurisdiction;
while we will endeavour to comply withthe relevant foreign law requirements
you bring to our attention in relation toa document presented to us by you fornotarisation or which is required to beprepared in notarial form, we shall not
be responsible should any person or
body fail or refuse to recognise thenotarial act for whatever reason;(f)

you are responsible at your own costforobtainingany
appropriate
legalisation of the notarial act inJersey, with any agreement for us tocarry out this task being on the basisthat we are not responsible forobtaining such within any specific time:notwithstanding the foregoing, you will
be solely responsible for obtaining any
appropriate legalisation of the notarial
act from an embassy or consulate ofthe destination country or otherwise;(g)by requesting our Services you confirm
to the best of your information andbelief that the notarisation of any
documentation will not give rise to any
risk of criminal or civil liability orprosecution in any part of the world.

4.2

Although we may from time to time, at yourrequest,provideestimatesof
fees,
disbursements and charges that we anticipate
will be incurred, these are only estimates andthe actual fees, disbursements and charges
ultimately invoiced may vary from thoseestimates. We will endeavour to inform you assoon as possible if it appears that any estimate
is likely to be exceeded or if there are significant
changes to the variables on which the estimate
was based. You may request an update on feesat any time during the course of ourengagement.

4.3

Our mandatory due diligence procedures may
result in a charge depending on the extent of thedue diligence required. In the event that we arerequested to provide copies of due diligencerecords to third parties, we may charge a fee
depending on the extent of the due diligencerequired and will action only subsequent toreceipt of a signed mandate of release by you.

5

Payments on Account and Client Account
Funds

5.1

We reserve the right to request a payment on
account of fees, disbursements and/or charges.

5.2

All clients' money accepted by the firm will beheld in an account separate from the firm's
money. It will be held on trust. We pay intereston clients' money in certain circumstances. If
you would like further details of this, please do
not hesitate to ask us.

5.3

Where we are holding money for you, on accountor otherwise, we may use this money towards
payment or part-payment of any of ouroutstanding invoices. We will always inform you
when this is being done. Should you inform us
in writing of a bona fide dispute in relation to ourcontain a copy of inter alia your notarial
documentation together with a register of yourpersonal (and where applicable) company
details.

fees, disbursements or charges, we will placesuch funds on a suspense account pending
resolution of any such dispute.
5.4

Any monies retained in our client account(irrespective of the reason for which they areheld) shall be placed on account with a bank. In
the event of such a bank being unable to meet its
obligations to its creditors for any reason(including but not limited to any form ofinsolvency), we shall not be liable to any person
for any costs, claims or expenses or any losses(whether consequential or otherwise), damages
or liabilities howsoever arising and your liability
for payment of our fees, disbursements andcharges shall remain unaffected.

5.5

Paragraph 5.4 shall not apply in respect ofundertakings we provide to any of our clients orto third parties as part of the legal services which
we provide (unless otherwise expressly stated in
the terms of the undertaking).

5.6

Where we are holding money for you on accountor otherwise and we have suspicions of money
laundering or any illegal activity we reserve theright to refuse to transfer out such money without
the prior sanction of any relevant authorities.

6

Payment

6.1

Invoices are usually rendered monthly in arrears
and generally include all fees, disbursements
and charges incurred up to the date of theinvoice. Interim invoices may be issued. Unlessotherwise agreed with us, payment is due
immediately.

6.2

If payment is not made within 30 days, we may
charge interest at a monthly rate of 2%.

6.3

Without prejudice to our right to claim interest, if
payment is not made when due (or if we request
payment on account of fees, if payment is notmade when requested), we may stop acting for
you and retain documents and papers belonging
to you, together with our own records, pending
payment in full of all amounts due to us.

6.4

7
7.1

You remain personally responsible for paymentof our fees where it is intended that our fees will
be met from any source other than your own
funds. You are liable when payment is due,
whether or not monies are available from any
such other intended source. Without limitation,and for the avoidance of doubt, this includes
where you instruct us as representative foranother party, as trustee or as liquidator, receiveror administrator of a company and our fees,
disbursements and charges are intended to be
met out of the other party's assets, or trust orcompany assets, as the case may be.
Notarial Records Confidentiality and Data
Protection
In performing our Services we are required tomaintain a formal register of all notarial acts andyou irrevocably agree and accept that we may
maintain such a register electronically which will

7.2

References in these Terms and Conditions to
Client Information means all the details we holdabout you and the matters upon which we are
instructed by you, whether those details aresupplied by you or come from third parties. We
are committed to ensuring that Client Information
is kept confidential in accordance with theseTerms and Conditions.

7.3

Where such Client Information consists ofpersonal data about you and/or your officers,
employees, shareholders, beneficial owners,
associates, agents and, where applicable, family
members you acknowledge that we may process
such personal data in accordance with any dataprotection legislation applicable to us and our
privacy policy which is available here.

7.4

We shall not disclose to any third parties any
Client Information unless (a) such disclosure ispermitted by these Terms and Conditions; (b)you have consented to such disclosure; (c) suchinformation is already in the public domain(otherwise than as a result of unauthorised or
improper conduct of the recipient); or (d) we are
required by any law or order of any court, tribunal
or judicial equivalent or pursuant to any direction,
request or requirement (whether or not having
the force of law) of any governmental, regulatory
or supervisory body.

7.5

We may disclose Client Information for legitimate
business purposes to any of the following, which
may be in another country:

7.6

(a)

other members of the Ogier Group;(b)

service providers or agents who aresubject to duties of confidentiality suchas auditors, credit reference agencies,
insurers, debt collectors and providersof computing facilities.

The legitimate business purposes for which we
may disclose Client Information include but are
not limited to:(a)general client and matter management,
undertaking internal conflict of interest
checks, anti-money laundering andfinancing of terrorism checks, analysing
Ogier's performance and generatinginternal financial and marketing reports;(b)

assessing legal and financial risks andcollecting debts;(c)ensuring that our client care is of thehighest quality;(d)marketing Ogier's services to you in the
future, which may involve contacting
you or, where applicable, individuals
within your organisation using thecontact details that you have provided
to us.

7.7

7.8

7.9

7.10

From time to time we may wish to refer to you asa client of Ogier in publications or othermarketing material. We may also wish to refer tomatters on which we have acted for you where
we reasonably consider that such matters are in
the public domain or are otherwise not of aconfidential nature.
Unless you advise us
otherwise in writing (either generally or in relation
to any particular matter), we will take it that youconsent to this.
If we have suspicions of money laundering
based on information obtained by us
professionally, it may be necessary or
appropriate for us to report those suspicions to
the relevant authorities. Such a report does notbreach any duty of confidentiality owed bylawyers to their client.
Where any transfer of Client Information as
described in these Terms and Conditions is toany person in another country, such transfer ison the basis that anyone to whom we pass it
provides an adequate level of protection.
However:(a)that other country may not provide thesame level or type of statutory (otherlegal) protection as your country; and(b)in some circumstances, your Client
Information may be accessed by law
enforcement agencies and otherauthorities to prevent and detect crimeand comply with legal obligations.

You must ensure that any Client Information
provided to us has been provided legitimately
and that there is a legitimate basis under any
applicable data protection legislation forproviding such data to us.

against any of our employees or consultants
personally. This paragraph shall not exclude or
limit the liability of the firm for the acts oromissions of its employees performed under the
firm's supervision or within the scope of theemployee's contract of employment with the firm.
8.3

Our aggregate liability in contract and in tort(including negligence) or under statute orotherwise, for any loss, liability or damage
suffered by you or any other person that may
arise from or in connection with our services shallbe limited to £5,000. This is agreed as areasonable limitation on our liability.

8.4

You accept and agree that in providing you with
the Services we will not be liable (in contract or
tort or otherwise howsoever) for theconsequences of any defect or omission in thecontent, form or requirements of any document
notarised for use abroad, or for any loss arisingand that should such loss be suffered you will
indemnify and keep us indemnified in respect ofsuch loss or liability arising in relation thereto.

8.5

You accept and agree that our assistance inrelation to any matter of foreign law and practicerelevant to the Services is a courtesy and that weare not qualified to advise on or prepare any
document: (i) in a language other than English,or (ii) which is intended to be effective in ajurisdiction outside Jersey and therefore we
accept no liability for the content and or
preparation of any such document and you agree
that you will indemnify and keep us indemnified
for any loss or liability arising as a result of the
preparation or content of such.

8.6

These terms do not apply to any legal services
we may provide to you other than the Services
and a separate engagement letter and terms will
be applicable in respect of any other services.

7.11

The primary data controller in relation to thisengagement is Ogier (Jersey) LLP.

9

Termination

8

Limitation of Liability, Exclusions andIndemnity

9.1

You may terminate our engagement at any timeby notice in writing.

8.1

If you, or a party whom you represent or who
otherwise may claim through you, suffer or incur
any loss or damage (of whatsoever kind andhowsoever arising) arising out of, or inconnection, with the Services (whether caused,or contributed to, by any act, omission orstatement or by any delay in acting or arising in
any other way in connection with the Services),you and any such party may only have recourse
to the assets of the firm in respect of that loss ordamage. For the purpose of this clause theassets of the firm include all rights or claims(including any indemnity) of the firm or thepartners or any other employee or consultant of
the firm pursuant to any professional indemnity
or similar insurance held or maintained by Ogier.

9.2

In addition to the grounds for termination underparagraphs 2.3 and 6.3, we may also stop acting
for you in any of the following circumstances: (i)we believe that your actions may potentiallybreach any laws, regulations, rules or codes; (ii)
we consider there has been a breakdown in
confidence and trust between us; or (iii) in any
other circumstances where, in our opinion, it is
not appropriate or possible for us to continue
acting.

9.3

If for any reason we cease to act for you before
the conclusion of the matter, you will be
responsible for our fees, disbursements andcharges incurred up to the date of terminationand for any fees, disbursements and charges
associated with the transfer of your files toanother adviser of your choice.

10

Governing Law and Jurisdiction

8.2

Apart from the firm's assets, you and any suchother party will have no recourse to the personal
assets of any partner, employee or consultant,their respective personal representatives or any
related person. You agree not to bring a claim

The terms of this engagement are governed by

the laws of Jersey.
11

Complaints
The applicable complaints procedure is set out
below.

October 2022

Complaints
If you are not satisfied with the notarial service that you
receive, you are entitled to make a complaint inaccordance with the Notaries (Jersey) Interim Conduct
and Discipline Rules 2017. You should first raise theissue with the relevant Notary directly. If they cannot
resolve the matter to your satisfaction you may follow thiscomplaints procedure:
STEP 1 – First Tier Complaints Procedure
Contact the Secretary of the Jersey Notaries Society(notarysryan@gmail.com) for the first stage complaints
procedure.
The Jersey Notaries Society (JNS) will be able to informyou if a Notary is a member.
Where a Notary is not a member of the JNS, the Faculty
Office of the Archbishop of Canterbury (the Faculty
Office) (faculty.office@1thesanctuary.com) will handle
the matter directly, and will refer the complaint to beconsidered by one of a panel of independent Notaries.
This procedure is free to use and is designed to provide
a quick resolution to any dispute.
You should write (but not enclosing any original
documents) with full details of your complaint to thesecretary of the JNS (or, if applicable, to The Faculty
Office). If you have any difficulty making a complaint inwriting, please do not hesitate to call the relevant Societyor The Faculty Office for assistance.
STEP 2 – Formal Investigation
If a complaint is made against a Notary and is not
resolved under the 1st-stage procedure, the matter isthen referred by the Registrar of the Faculty Office to an
experienced independent Notary (a Nominated Notary)
for investigation: see the Master of the Faculties Jersey
Guidance to Nominated Notaries for further information.
Whilst the matter is being investigated or proceedings
are in progress the Registrar may issue an Interim Orderto suspend the Notary from practice or limit the Notary’s
practice if it is required for the protection of the public.
STEP 3 – Disciplinary Proceedings in the Court ofFaculties
If the Nominated Notary considers there may be a casethat the Notary has committed Notarial Misconduct theNominated Notary will prepare and prosecute
disciplinary proceedings in the Court of Faculties, onbehalf of the original complainant. Disciplinary cases in
the Court of Faculties are presided over by anindependent judge (the ‘Commissary’ or his Deputy) with
two sitting Assessors; not the Master of the Faculties.
The details of the timetable for Proceedings in the Court
are set out in the Notaries (Jersey) Interim Conduct andDiscipline Rules 2017, subject to any case-specificdirections by the Registrar or Commissary.
Fees and Costs are now set out in the Notaries (Jersey)
Interim Conduct and Discipline Rules 2017 Fees & Costs
Order 2019.
The disciplinary sanctions against a Notary who isproved to have committed Notarial Misconduct are:
• Striking off the Roll of Notaries• Suspension from practice as a Notary (indefinitely, orfor a period of time, or until certain conditions have beenmet)
• Imposing conditions on the Notarial practice of theNotary• Requiring further training of the Notary• Ordering that the Notary is reprimanded
A Notary may, in time, apply to the Court for a review ofthe sanction(s) imposed.
Please note that the Court has no power to require anycompensation payments to be made by the Notary to theclient who has suffered loss as a result of the Notary’s
Misconduct. The Court can, however, order that if
indemnity or other monetary payments are not made by
the Notary to the client or other person/body then the
Notary shall be struck off the Roll of Notaries.