Effective 2nd January 2019

Our terms and conditions of business are set out below. To access a pdf copy, please click o the following document link: www.cozierlaw.com/terms

Cozier and Associates Terms of Business January 2019

1. General

1.1 The terms and conditions set out in this document apply to all dealings between Cozier and Associates LP and the person (including for purpose of these terms and conditions, any company, corporation, partnership or other incorporated body) to whom our services are supplied (the client). In these terms references to Cozier and Associates and any successor or assignee.

1.2 The client’s contract is with Cozier and Associates LP, a law practice. In these terms and conditions and elsewhere, unless the context requires any reference is to Cozier and Associates LP.

1.3 These terms and conditions supersede any earlier terms and conditions we may have provided to the client.

1.4 Cozier and Associates LP is a law practice. We have decided retain the traditional title of “associate” to describe members or employees or between the members or the employees and Cozier and Associates LP. A reference in these terms or elsewhere (whether in writing or orally) to a person being an “associate” is a reference to that person in their capacity as a member of Cozier and Associates LP. Any reference to an employee, consultant, agent or sub-contractor of Cozier and Associates LP includes an employee, consultant, agent or subcontractor of a company providing services to Cozier and Associates LP.

1.5 There is no contract between the client and any member, employee or consultant of Cozier and Associates LP. Any advice given to (or other work done for) the client by a member, employee or consultant of Cozier and Associates LP is given (or done) by that person on behalf of Cozier and Associates LP and not in his or her individual capacity and no such person assumes any personal responsibility to the client for the advice or other work. All correspondence and other communications sent to the client in the course of our work, whether signed by a member, consultant or employee will for all purposes be treated as having been sent on behalf of Cozier and Associates LP.

1.6 The client agrees that, to the extent permitted under any applicable law, if, as a matter of law, a duty of care, or any other duty, liability or obligation, would otherwise be owed to you by any member, employee or consultant of Cozier and Associates LP, such duty is excluded and the client agrees that the client will not bring any claim – whether on the basis of breach of contract, tort (including without limitation negligence), breach of statutory duty or otherwise, whatsoever or howsoever – against any member, employee or consultant of Cozier and Associates LP in respect of any loss or damage that the client or any person or company associated with the client suffer or incur, directly or indirectly, in connection or in any way with any advice given to or other work done for the client.

1.7 Accordingly, any claim that the client wishes to make can only be made against Cozier and Associates LP and not against a member, employee or consultant of Cozier and Associates LP.

1.8 Each member, employee or consultant at Cozier and Associates LP will be entitled to the benefit of the provisions under the Contracts (Right of Third Parties) Act 1999 but Cozier and Associates LP contract with the client may be varied from time to time or terminated without the consent of any such person.

1.9 When the client instructs us in any new relation to any new matter or case we will normally send the client a letter of engagement confirming the client’s instructions (an engagement letter). The terms of an engagement letter (if any) and these terms will together form a contract between the client and Cozier and Associates LP in relation to that matter or case. If there is any conflict between them, the engagement letter terms will prevail over these terms.

2 The proceeds of Crime Act 2002 (POCA)

2.1 Cozier and Associates LP must, when acting for the client, establish the client’s identity. It is a condition of our engagement that the client supply Cozier and Associates LP with such identification and details, including any relevant identification information for any third party providing funds for any transaction, as we may properly request from time to time. The client will be responsible for any costs incurred by Cozier and Associates LP in confirming the client’s identity. If Cozier and Associates LP is not given satisfactory information in sufficient time Cozier and Associates LP will be obliged to terminate the engagement. In that event the client will be charged for the work done up to the time Cozier and Associates LP stop acting.

2.2 POCA also imposes on Cozier and Associates LP a wide statutory obligation to report to the relevant authorities’ circumstances, of which Cozier and Associates LP have knowledge or suspicion that another person engaged in certain criminal activities (including acquiring or possessing the proceeds of any crime). If Cozier and Associates LP makes notification to the relevant authorities, Cozier and Associates LP will not be able to inform the client of this fact and may not be able to proceed with the engagement unless Cozier and Associates LP receives the appropriate consent. Consent, if given, may take up to 45 days to obtain. If consent is refused, Cozier and Associates LP will, by law, be unable to tell the client why Cozier and Associates LP cannot proceed.

2.3 Where Cozier and Associates LP terminates our engagement under paragraph 2 Cozier and Associates LP shall be entitled to charge our appropriate fees for the work carried out to the date of termination, notwithstanding that Cozier and Associates LP have been unable to complete the engagement.

2.4 No funds will be accepted in our client’s account until Cozier and Associates LP are satisfied with the source of such funds and that the party remitting such funds has complied with Cozier and Associates LP anti-money laundering policies.

2.5 Cozier and Associates LP will not be liable for any loss, damage, delay, costs, penalties or other losses incurred by the client resulting from or in connection with the compliance by Cozier and Associates LP with Cozier and Associates LP statutory duties (or in acting Cozier and Associates LP may reasonably believe we are required to do).

3 Financial Services

3.1 Cozier and Associates LP is regulated by the Organisation of Eastern Caribbean States Bar Association.

3.2 Occasionally the work that Cozier and Associates LP carries out for the client involves investments and so Cozier and Associates LP may refer the client to someone who is authorised to provide any necessary advice on investments. However, as Cozier and Associates LP is regulated by the Nevis Financial Services Regulatory Commission and for the purposes of the Financial Services Cozier and Associates LP can provide certain limited services in relation to investments if they are closely linked with the legal services we are providing to the client.

4 Cozier and Associates LP responsibilities

4.1 Cozier and Associates LP will provide the agreed services with the reasonable skill and care and in a timely manner subject to the engagement letter and these terms.

4.2 The work Cozier and Associates LP carries out for the client will necessarily reflect the circumstances in which the work is carried out. By way of example only, where work is carried out in restricted timescales or unusual circumstances, the client accepts that Cozier and Associates LP may be unable to provide the client with the same level of written advice or confirmation as may be appropriate where such restrictions or circumstances do not exist.

4.3 Cozier and Associates LP work and advice will cover the agreed services for the purpose expressly made known to Cozier and Associates LP by the client. In the absence of specific instructions from the client accepted by us in writing, Cozier and Associates LP will not be obliged to provide, and can accept no liability for, advice or work beyond the scope of the agreed services or in relation to the factors of which Cozier and Associates LP were not made aware.

5 The client’s responsibilities,,

5.1 The client must provide Cozier and Associates LP with timely accurate and up to date information relating to the agreed services and notify Cozier and Associates LP promptly of any material change in information or circumstances.

5.2 Cozier and Associates LP will be entitled to rely on information which the client gives us without further verification unless expressly agreed otherwise.

5.3 The client accepts that Cozier and Associates LP will be entitled to treat the person or persons instructing Cozier and Associates LP as being fully authorised by the client to do so, including in respect of accepting these terms and conditions and the terms of any engagement letter.

5.4 Cozier and Associates LP expect the client to check all information and documents sent by Cozier and Associates LP to the client where it is apparent from the circumstances or indicated by Cozier and Associates LP, that the client should do so and to notify us promptly of incorrect statements or any information which the client becomes aware.

5.5 The client must tell Cozier and Associates LP as soon as possible if matters are or have become particularly urgent or require action by a specific time.

5.6 The client accepts that Cozier and Associates LP may rely and act on advice or information provided directly, or through the client, by other specialist advisers acting on the client’s behalf.

5.7 Cozier and Associates LP role is to act as legal adviser. The client will be solely responsible for all commercial, financial or business decisions that the client makes.

6. Fee structure

6.1 Cozier and Associates LP fees will be calculated on a fair and reasonable basis having regard to competitive fee rates in legal services market in which we operate the nature and extent of the agreed services and overall circumstances.

6.2 Except where we have agreed to charge fees based on the value element related to the transaction, the primary element in calculating our fees is likely to be the time spent by fee earners on the agreed services. We will notify you of appropriate fee earner rates, which will vary from time to time, during the course of our work and keep you updated with an indication of total time costs incurred where a longer transaction or process is involved.

6.3 Cozier and Associates LP will try, to the extent possible, to give the client an indication or projected range for our fees, but in the absence of our express agreement to the contrary, such indications or projections are not agreed fees or quotations and will be subject to change to reflect other factors. In that respect you will be able to assist in keeping fees to lower levels by providing prompt and relevant information and responses to us and keeping the brief to the agreed services. You accept that if there are additional factors of which we could reasonably have been aware, additional negotiations required, or a change in the proposed timescale, our fees will need to reflect these factors.

6.4 In addition to time costs, we are entitled to reflect in our fees additional factors such as urgency or speed of action required, the novelty or complexity of the issues involved, the place where the work is undertaken, unsocial hours worked by personnel (not limited to fee earners) (whether necessarily or at your request), and the overall value or importance of the work to you.

6.5 You should bear in mind that our work will involve notes of meetings, telephone calls, file reviews, preparations for meetings, briefing meetings for appropriate delegation and other instances where the time involved may not be immediately apparent to you.

6.6 You agree that we may also charge for subsequent work provided that is undertaken by us at your request or necessarily as a result of action taken by you relating to the assertion of client privilege on your behalf our requiring us to provide information to your other professional advisers, auditors, governmental or other bodies, or the like.

6.7 All indication of cost are given subject to the addition of a services fee to reflect specific communication costs, copying, printing and scanning costs, search costs, courier charges, fees of counsel or other specialist advisers, enquiry agents/process server fees, court fees, documentproduction costs, and other expenses incurred on your behalf in carrying out the agreed services together with travel and subsistence costs appropriate (including the costs of providing food and drinks where work spans normal meal times) (all here referred to as disbursements).

6.8 Our fees and disbursements will be charged with the addition of VAT at the applicable rate from time to time. Our invoices may only be addressed to the party instructing us and to whom we provide the agreed services.

6.9 Where we act for more than one client in relation to a matter, each client will, unless otherwise agreed by us, be jointly and severally liable for our charges. If we agree that each client’s responsibility for our charges will be limited to a certain proportion of the total, and one more clients should then cease to instruct us through insolvency or otherwise, you agree that the share of our charges which would otherwise have been payable by those ceasing to instruct us will become the responsibility of the remaining clients on a pro rata basis.

7. Payment of fees and money held in clients’ accounts

7.1 Cozier and Associates LP accounts are due for payment within one month of delivery unless otherwise agreed.

7.2 The client will be responsible for payment if a third party who is due or has agrees to pay your behalf fails to do so.

7.3 Payment in relation to these terms means the receipt by us of cleared funds in our bank account covering the relevant fees, disbursements and VAT where applicable.

7.4 Cozier and Associates LP may, at our discretion, as a condition of acting or continuing to act for you, require payment on account of fees and disbursements and/or payment or interim accounts immediately on delivery. Unless otherwise agreed with us, we will require payment for transactional work before completing the transaction and our fees are not conditional on completion.

7.5 Where funds are held by Cozier and Associates LP in or sent to our client account on your behalf, you authorize us to make payment by deduction from such funds.

7.6 Where payment is not made in accordance with agreed terms, Cozier and Associates LP reserve the right to charge interest and/or to cease further work (whether in respect of the particular matter upon which the relevant fees were charged or any other work being carried out by us for you) on informing you to that effect, in which case we accept no liability for any loss caused to you as a direct or indirect result of such delay. Interest where chargeable will be at the rate equivalent to that payable at the time on judgment debts.

7.7 Cozier and Associates LP do not accept any liability for loss of client funds in the event of a banking failure.

8. Client service and complaints policy.

8.1 If the client has any problem or complaint in relation to Cozier and Associates LP services or our bills which the client is unable to resolve with the person responsible for the work or the matter by letter marked ‘Private and Confidential for the attention of the Principal’. The Principal or other associate or manager designated by Cozier and Associates LP from time to time for such purpose will then investigate the issue, take such action as we consider appropriate in accordance with Cozier and Associates LP complaints procedure (a copy of which is available on request), and report back to you as soon as possible.

9. Files and documents

9.1 Cozier and Associates LP may destroy physical copies of documents once we have made electronic copies for our file. You must make specific arrangements with us if you wish papers to be retained.

9.2 Cozier and Associates LP will retain files and papers (including those in electronic form) relating to your affairs in storage on your behalf for such period as we consider to be reasonable (which period will be a minimum of six years), but have the right to destroy them reference to you after such period. You must make specific arrangements with us if you wish papers to be retained.

9.3 When requested to do so, Cozier and Associates LP will make available to you such papers (including deeds) as we may be legally and professionally required to deliver. We may make a charge for printing, handling costs and any professional time reasonably involved and may require payment as a condition of delivery of such papers.

9.4 Cozier and Associates LP has a general and particular lien (right of retention) over any of your property, deeds and other papers (including electronically stored material) in our possession, we may, after reasonable notice to you, enforce such lien by sale or otherwise dealing with all or any art of such property or papers as we consider appropriate.

10. Confidentiality, copyright, third parties and data protection

10.1 Subject to paragraph 10.2, where information provided to us by you or by us to you clearlyappears or is stated to be confidential we will take and require you to take such steps as reasonably appropriate in good faith to protect such information from wrongful disclosure to or misuse by third parties. Disclosure will not be prevented where the information in question becomes public knowledge (unless it has become so in breach of this paragraph) or is disclosed by others not subject to restriction or was known by us prior to disclosure by you. We may disclose information to our suppliers as part of the provision of the agreed services to the client, where such suppliers are subject to similar obligations of confidentiality.

10.2 Cozier and Associates LP advice to a correspondence with the client may be legally privileged in certain circumstances. We may however be under a statutory duty to disclose certain facts or information to third parties and to co-operate with any official investigations or enquiries relating in whole or part to any work we have done for you. In that case our statutory duties may override our duties to you. We will endeavour, where practical or unless precluded by law, to notify you immediately of any such event and to take reasonable and proper steps to protect your interests pending your further instructions.

10.3 Except with otherwise agreed, the fact that Cozier and Associates LP act for you professionally will not be deemed confidential and may be disclosed to clients or prospective clients. We may act for other parties whose interest may be in competition or opposed to yours provided that we do not in doing so use information obtained from you to your detriment.

10.4 Cozier and Associates LP retain copyright and other applicable intellectual property rights in all processes and materials developed by us either before or during the course of our work for including, but not limited to, reports, memoranda, advice in writing, original documents, methodologies and software. These materials may be used by you in and during the course of the project, transaction or case which is the subject of the agreed services but are not to be further used or reproduced in any form without our prior written consent. You agree that any documents or materials provided to us in the course of the agreed services may be copied and stored electronically.

10.5 Communications from Cozier and Associates LP to the client should not be disclosed or passed on to any third party without our prior consent where marked confidential or where it is apparent from the circumstances that such communication is intended only for you. We accept no liability for any disclosure by you to any third part without such consent and will require you to make good to us any costs or liability incurred in dealing with any claim form any third party.

10.6 Cozier and Associates LP will hold, and to our holding and processing, your personal data to enable us to provide services to you (including the agreed services), maintain and operate our practice to necessary standards, and to make you aware of our services and of think may be of interest to you. In order to do so, you agree that we may disclose personal data to third parties. Where the client is a corporate body, the client agrees that it ensures that it have any and all consents required for the above in relation to the personal data of your officers and staff which we are given. Where the client provides Cozier and Associates LP with the personal data of third parties without their knowledge, such data will not be used for any other purposes other than as agreed.

10.7 The client agrees that Cozier and Associates LP may disclose, for the purposes of dealing with any complaint, claim or potential claim arising out of our services, information relating to you or details of a matter or matters on which we are or have acted for you, when we are required to do so by our insurers, a court or regulatory body, or otherwise where we consider it appropriate to do so.

10.8 If Cozier and Associates LP is required to take specific steps to comply with privacy or freedom ofinformation laws in retaliation to information obtained in the course of providing our services to the client, you agree to pay additional fees in respect of the time spent by professional staff, as well as expenses reasonably incurred, in taking such steps.

11. Electronic communication

11.1 Although Cozier and Associates LP take considerable precautions to protect our electronic networks, we cannot guarantee the security or integrity of such communication, and cannot accept any liability for degradation, viruses or other infections. The client nevertheless agrees that we may communicate with you by fax and e-mail.

11.2 E-mail communications to and from our members, employees and consultants may be monitored, intercepted or read as part of the management of our business before or after their receipt transmission to the intended recipient.

12. Limitation on our Liability,

12.1 This paragraph contains restrictions on our Liability to you in the event that you bring a claim against us. Accordingly, you should read and consider this paragraph carefully.

12.2 Cozier and Associates LP will only provide our services under these terms to you and we neither assume nor will have any third party arising from the provision of such services.

12.3 In this paragraph 12, Liability means our entire liability (including any liability for the acts of omissions of our members, consultants, employees, agents and subcontractors) to you in respect of any loss or damage caused to you, including any arising from:

• 12.3.1 breach of duty to you;
• 12.3.2 breach of our contract with you; or
• 12.3.3 any representation, statement, or tortious (including negligent) act or omission under or in connection with the services we provide to you.

12.4 Except where expressly set out in these terms, all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.

12.5 Nothing in these terms or elsewhere excludes or limits our Liability:

• 12.5.1 for death or personal injury caused by our negligence;
• 12.5.2 for any matter for which it would be illegal for us to exclude or attempt to exclude our Liability;
• 12.5.3 for fraud or fraudulent misrepresentation; or
• 12.5. for reckless disregard of our professional obligations.

12.6 We will not be liable for any loss or damage suffered by you arising from any fraudulent act

• 12.6.1 on your part;
• 12.6.2 on the part of any of your agents; or
• 12.6.3 on the part of any other third party acting on your behalf.

12.7 We will have no Liability for:

12.7.1 any loss or damage that you may suffer as a result of any change in the law, or in the interpretation of law, that occurs after we have given our advice to you;

12.7.2 any tax advice, or any failure to give tax advice, unless such tax advice is an integral or clearly specified part of the agreed services. Tax for this purpose includes all elements of national, international, local governmental or other taxation, imposition of duty, VAT, stamp duty or other levy charge; or

12.7.3 any advice, materials or information provided by us which are reproduced in any form or otherwise used or relied on you in breach of, or at variance with, any of these terms or any other terms of our engagement or for purpose different from the one for which they were originally provided.

12.8 Cozier and Associates LP reserve the right to specify in the engagement terms an appropriate limit on our Liability, which will always be subject to paragraph 12.5.

12.9 If Cozier and Associates LP is providing the agreed services to more than one person, then any limit on our Liability pursuant to paragraph 12.8 and the engagement terms will be apportioned equally amongst each of the persons to whom we provide such agreed services.

12.10 If, in connection with the provision of the agreed services, the client make arrangements with other advisers to limit their liability to the client in circumstances where Cozier and Associates LP would deem other advisers to limit their liability to the client in circumstances where we would otherwise be jointly and severally liable with those advisers for a claim, Cozier and Associates LP will not be adversely affected and our Liability to the client will not be increased by the limitation of those other advisers, potential liability.

12.11 The invalidity or ineffectiveness of any of these terms or any other terms of our engagement will not affect the validity and enforceability of the remaining terms.

13. Third parties, applicable law and jurisdiction

13.1 Except for the rights of Cozier and Associates LP members, consultants and employees that are expressly set out in paragraph 1.8, no third party may have the benefit of, or the right to enforce, these terms, the engagement letter, or any other term of our engagement.

13.2 These terms and the engagement letter are governed by English law and particularly the Laws of the Federation of St. Kitts and Nevis to the exclusion of any conflict of laws rule.

13.3 Cozier and Associates LP and the client submit to the nonexclusive jurisdiction of the St. Kitts and Nevis courts in respect of any claims we may bring against the client and to the exclusive jurisdiction of the St. Kitts and Nevis courts in respect of any claims the client brings against us.

14. Practice management standards

14.1 Cozier and Associates LP is regulated by the St. Kitts and Nevis Bar Association and comply in all respects with the Bar Association policies and rules. By agreeing to these terms and conditions, you, the client gives your consent to our files relating to your business being made available to the regulators for this purpose. If you have any objection to our file relating to any matter of yours being audited for this purpose, please inform us in writing as soon as possible.

14.2 The following points which safeguard your interest adhered to:

14.2.1 the auditors are required to give an undertaking of confidentiality to us before proceeding with an adult;

14.2.2 The client may withdraw your consent to audit at any time by given us written notice, either generally or in relation to a specific matter, without having to give a reason. Alternatively, the person responsible for the work within Cozier and Associates LP may decide that because of its nature it is not appropriate for your file to be seen by outside auditors. In both these circumstances the auditors will be informed accordingly and the files(s) excluded; and

14.2.3 refusal of consent does in a way affect the conduct of the case or the quality of the work carried out by the firm.

January 2019

Cozier and Associates LP Complaints procedure

Our complaints policy

Cozier and Associates LP are committed to providing a high-quality legal service to all clients. When something goes wrong, we need you to tell us about it. This will help us to improve our standards.

Our complaints procedure

If you, the client, have a complaint, please contact the person with overall responsibility for your work, who will be named in our client care letter. If this does not resolve your complaint to your satisfaction or you do not wish to speak to him or her, please contact the principal of the firm. Mrs. M. Angela Cozier Mrs. Cozier will pass your complaint to our risk manager.

What will happen next?

Cozier and Associates LP will send you a letter acknowledging your complaint and asking you to confirm or explain, where appropriate, the details of your complaint. You can expect to receive our letter within three working days of us receiving your complaint.

We will record your complaint in our central register.

We will then start to investigate your complaint. This may involve one or more of the following steps.

• a review of the relevant file;
• discussion with the fee-earners (s) who acted for you.

Cozier and Associates LP will, within 21 days from sending the letter of acknowledgement, investigate the complaints and respond fully in writing or invite you to a meeting to discuss your concerns.

If you are not satisfied with our written response, we will (if a meeting has not already been held) invite you to meet our risk manager and, where appropriate, the relevant fee-earner to discuss and hopefully resolve your complaint.

Within two working days of the meeting, we will write to you to confirm what took place and any solutions we have agreed with you.

At this stage, if you are still not satisfied, you can contact us again. We will then arrange to review our decision. This will happen in one following ways:

• we will arrange for someone in the firm who has not been involved in your complaint to review it. They will do this within ten working days, or
• M. Angela Cozier, the principal of the firm will review your complaint within ten working days.

We will let you know the result of the review within five days of the end of the review. At this time, we will write to you confirming our final position on your complaint and explaining reasons. If you are still not satisfied, you can contact an independent attorney about your complaint and we will then address the matter with him or her and thereby attempt an out of court resolution.

Normally, the client will need to bring a complaint to our attention within six months of any issue arising before receiving a final written response from us about your complaint.