WE ARE PROFESSIONALS.
We consider our services to you of utmost importance. This addendum to the engagement letter describes our standard terms and conditions of business. For the purposes of this Standard Terms and Conditions of Business, any reference to ‘we’, ‘us’, ‘our’, ‘firm’, or ‘company’ is a reference to Frazier & Associates Limited. Any reference to ‘client’, ‘you’, or ‘your’ is a reference to the party or parties that have engaged us to provide services.
Applicable law:
Our engagement letter, the schedule of services, and our standard terms and conditions of business are governed by and should be construed in accordance with the applicable laws of the Commonwealth of The Bahamas. Each party agrees that the courts of the Commonwealth of The Bahamas will have exclusive jurisdiction in relation to any claim, dispute, or difference concerning this engagement letter and any matter arising from it. Each party irrevocably waives any right to object to any action being brought in those Courts, to claim that the action has been brought in an inappropriate forum, or to claim that those Courts do not have jurisdiction.
Client identification:
For the purposes of any future professional mandates, it is our practice to identify our client. We may request from you, and retain, such information and documentation as we require for these purposes and/or make searches of appropriate databases.
Confidentiality (Previously Section IV):
Communication between us is confidential and we shall take all reasonable steps to keep confidential your information except where we are required to disclose it by law, by regulatory bodies, by our insurers or as part of an external peer review. Unless we are authorized by you to disclose information on your behalf, this undertaking will apply during and after this engagement. We reserve the right, for the purpose of promotional activity, training or for similar business purpose, to mention that you are a client. As stated above, we will not disclose any confidential information.
Conflicts of interest:
We will inform you if we become aware of any conflict of interest in our relationship with you or in our relationship with you and another client. We have safeguards that can be implemented to protect the interests of different clients if a conflict arises. Where conflicts are identified which cannot be managed in a way that protects your interest then we regret that we will be unable to provide further services. If this arises, we will inform you promptly.
If there is a conflict of interest that is capable of being addressed successfully by the adoption of suitable safeguards to protect your interests, then we will adopt those safeguards. Where possible this will be done based on your informed consent. We reserve the right to act for other clients whose interests are not the same as or are adverse to yours, subject of course to the obligations of confidentiality referred to in Standard Term IV – Confidentiality.
Disengagement:
Should we resign or be requested to resign we will normally issue a disengagement letter to ensure that our respective responsibilities are clear. Should we have no contact with you for a period of two months or more, we may issue to your last known address a disengagement letter and thereafter cease to act.
In the event of an annual contract and the disengagement is a result of your actions, a penalty fee equivalent to the value of one month’s services (per the engagement contract letter) will be required as payment prior to any transition of work papers or other documentation.
In the event disengagement must occur for an annual contract that was paid in full, you are eligible for a payment of 50% of the value of the remaining period in the contract.
Electronic and other communication:
Unless you instruct us otherwise, we may where appropriate, communicate with you and with third parties via email or by other electronic means. The recipient is responsible for virus checking emails and any attachments. With electronic communication, there is a risk of non-receipt, delayed receipt, inadvertent misdirection, or interception by third parties.
We use virus-scanning software to reduce the risk of viruses and similar damaging items being transmitted through emails or electronic storage devices. However electronic communication is not totally secure, and we cannot be held responsible for damage or loss caused by viruses nor for communications that are corrupted or altered after dispatch. Nor can we accept any liability for problems or accidental errors relating to this means of communication especially in relation to commercially sensitive material. These are risks you must agree to bear in return for greater efficiency and lower costs. If you do not wish to accept these risks, you are obligated to inform us. If you decline this method of communication, we will resort to communication by paper mail, other than where electronic submission is mandatory.
Fees and payment terms:
Our fees may depend not only upon the time spent on your affairs but also on the level of skill and responsibility and the importance and value of the advice that we provide, as well as the level of risk.
If we provide you with an estimate of our fees for any specific work, then the estimate will not be contractually binding unless we explicitly state that such will be the case.
Where requested we may indicate a fixed fee for the provision of specific services or an indicative range of fees for a particular assignment. It is not our practice to identify fixed fees for more than a period of one year (as such fee quotes require review on an annual basis depending on current matters and events). If it becomes apparent to us, due to unforeseen circumstances, that a fee quote is inadequate, we reserve the right to notify you of a revised figure or range and to seek your agreement thereto.
We will bill monthly and our invoices are due for payment within 5 business days of issue. An exception is made to one-time services which will require payment of a mobilization fee to commence services and final balance payment upon the issuance of the agreed deliverables. Any disbursements we incur on your behalf and expenses incurred in the course of carrying out work for you will be added to our invoices where appropriate. Unless otherwise agreed to the contrary, our service fees do not include the costs of any third party, counsel, or other professional fees. It is our normal practice to issue “Applications for Payment” when dealing with continuous or recurring work. The payment terms for “Applications for Payment” are the same as for invoiced fees.
For all subscription-based services, we reserve the right to request payment at the start of the service period. We will bill you for our professional fees and out-of-pocket costs monthly. Payment is due within 15 days of the date on the billing statement. If payment is not received by the due date, you will be assessed interest charges of 5% per month on the unpaid balance.
We reserve the right to suspend or terminate our work for non-payment of fees. If our work is suspended or terminated, you agree that we will not be responsible for your failure to meet governmental and other deadlines, for any penalties or interest that may be assessed against you resulting from your failure to meet such deadlines, and for any other damages (including but not limited to consequential, indirect, lost profits, or punitive damages) incurred as a result of the suspension or termination of our services.
We reserve the right to charge interest on late paid invoices at a rate of 5%. We also reserve the right to suspend our services or to cease to act for you on giving written notice if payment of any fees is unduly delayed. We will exercise these rights only where it is fair and reasonable to do so. If you do not accept that an invoiced fee is fair and reasonable, you must notify us within three business days of receipt, failing which you will be deemed to have accepted that payment is due.
Intellectual property rights:
We will retain all copyright in any document prepared by us while carrying out the terms of the engagement, save where the law specifically provides otherwise.
Interpretation:
If any provision of our engagement letter or enclosed schedules (including this standard terms and conditions of business) is held to be void, then that provision will be deemed not to form part of this contract and the remainder of this agreement shall be interpreted as if such provision had never been inserted.
In the event of any conflict between these terms and conditions of business and the engagement letter or appendices, the relevant provision in the engagement letter or schedules of services will take precedence.
Internal disputes within a client:
If we become aware of a dispute between the parties who own or are in some way involved in the ownership and management of the business, it should be noted that our client is the business and we would not provide information or services to one party without the express knowledge and permission of all parties. Unless otherwise agreed by all parties we will continue to supply information to the registered office for the attention of the directors/principals. If conflicting advice, information, or instructions are received from different directors/principals in the business, we will refer the matter back to the board of directors (or principal owner) and take no further action until the board (or principal owner) has agreed on the action to be taken.
Lien:
Insofar as we are permitted to do so by law or professional guidelines, we reserve the right to exercise a lien over all funds, documents and records in our possession relating to all engagements for you until all outstanding fees and disbursements are paid in full.
Limitation of liability (Previously Section XIII):
We will provide our services with reasonable care and skill. Our liability to you is limited to losses, damages, costs and expenses directly caused by our negligence or wilful default.
Exclusion of liability for loss caused by others: We will not be liable if such losses, penalties, surcharges, interest or additional tax liabilities are caused by the acts or omissions of any other person or due to the provision to us of incomplete, misleading or false information or if they are caused by a failure to act on our advice or a failure to provide us with relevant information.
Exclusion of liability in relation to circumstances beyond our control: We will not be liable to you for any delay or failure to perform our obligations under this engagement letter if the delay or failure is caused by circumstances outside our reasonable control.
Exclusion of liability relating to the discovery of fraud: We will not be responsible or liable for any loss, damage, or expense incurred or sustained if information material to the service we are providing is withheld or concealed from us or misrepresented to us. This applies equally to fraudulent acts, misrepresentation or willful default on the part of any party to the transaction and their directors, officers, employees, agents, or advisers. This exclusion shall not apply where such misrepresentation, withholding or concealment is or should (in carrying out the procedures which we have agreed to perform with reasonable care and skill) have been evident to use without further enquiry beyond that which it would have been reasonable for us to have carried out in the circumstances.
Indemnity of unauthorized disclosure: You agree to indemnify us and our agents in respect of any claim (including any claim of negligence) arising out of any unauthorized disclosure by you or by any person for whom you are responsible for our advice and opinions, whether in writing or otherwise. This indemnity will extend to the cost of defending any such claim, including payment at our usual rates for the time that we spend defending it.
Limitation of third party rights:
The advice and information we provide to you as part of our services is for your sole use and not for any third party to whom you may communicate unless we have expressly agreed in the engagement letter that a specified third party may rely on our work. We accept no responsibility to third parties, including any group company to whom the engagement letter is not addressed, for any advice, information or material produced as part of our work for you which you make available to them.
Period of engagement and termination:
Unless otherwise agreed in the engagement covering letter, our work will begin when we receive your implicit or explicit acceptance of that letter. Except as stated in that letter, we will not be responsible for periods before that date.
Each of us may terminate this agreement by giving not less than 30 days’ notice in writing to the other party except where you fail to cooperate with us or we have reason to believe that you have purposely provided us or a government agency with materially misleading information, in which case we may terminate this agreement immediately. Termination will be without prejudice to any rights that may have accrued to either party prior to termination.
Any termination notices less than 30 days notice will result in a penalty fee equivalent to the value of one month of service fees per the engagement contract.
In the event of termination of this contract, we will endeavour to agree with you the arrangements for the completion of work in progress at that time, unless we are required for legal or regulatory reasons to cease work immediately. In that event, we shall not be required to carry out further work and shall not be responsible or liable for any consequences arising from termination.
Professional rules and statutory obligations:
We will observe and act in accordance with the by-laws, regulations and ethical guidelines of the Bahamas Institute of Chartered Accountants and will accept instructions to act for you on this basis. We will not be liable for any loss, damage, or cost arising from our compliance with statutory or regulatory obligations.
Changes to Standard Terms and Conditions of Business:
We reserve the right to make changes to this Standard Terms and Conditions of Business at our discretion at any time without notice to you. Each time you use this website, we encourage you to check our Standard Terms and Conditions of Business as it exists at the time.
Contact information:
If you have any questions regarding our terms and conditions, please contact the Conditions Czar at:
Conditions Czar
Frazier & Associates Limited
#14 Caves Professional Centre, West Bay St.
P.O. Box SP-64376
Nassau, The Bahamas