The Terms of Business governing all advisory, consulting and compliance services provided by Athena Ventures Limited.
The following Terms of Business (“Terms”) apply to all advisory, consulting and compliance services (“Services”) carried out by Athena Ventures Limited, a company incorporated in Gibraltar and having registration number 117613, (the “Company”) for the Client and will be deemed accepted in full by the Client upon accepting the Services provided by the Company except to the extent that these are varied by special arrangement agreed by the parties in writing. Reference to “we”, “us” and “our” refer to the Company, and “you” and “your” refer to our client (“Client”) as well as any third parties acting for our client.
We reserve the right to revise these Terms from time to time but shall not do so without first providing at least 28 days’ notice. Once notification has been made to you, you shall be bound by the revisions to the Terms.
It is recommended that you read these Terms very carefully and if you are unsure about the meaning or effect of any of these Terms then you should seek professional advice.
The scope of work (the “Services”) that we will perform for you and our understanding of your circumstances will be set out in a separate Letter of Engagement addressed to you. We may dispense with this for small jobs or non-recurring work in which case we will provide details of our Services in an alternative written format but always subject to these Terms.
To enable us to properly carry out our work you agree to provide us with complete, accurate and timely information necessary for dealing with your affairs. We will rely on the information and any documents provided by you, as being true, correct and complete in all respects and will not audit or otherwise verify the information or those documents. You agree that we can contact such third parties as we consider necessary for dealing with your affairs.
You also agree to keep us informed about any significant changes in your circumstances if they are likely to affect the Services we are providing or the advice we have given. Whilst our advice may be a factor to be considered when deciding whether to proceed with a particular course of action, you remain ultimately responsible for any commercial, or other, decisions that you make.
We will be pleased to assist you in tax matters. To enable us to do so you will need to instruct us with reasonable advance notice to allow us to advise appropriately. Because tax rules change frequently, we recommend that you ask us to review any advice already given if a transaction is delayed, or if an apparently similar transaction is to be undertaken.
It is our policy to confirm in writing advice upon which you may wish to rely. Advice given orally is not intended to be relied upon unless confirmed in writing. If we provide oral advice (for example during a meeting or a telephone conversation) and you wish to be able to rely on that advice, you must ask for the advice to be confirmed by us in writing.
You acknowledge and agree that we will not provide Services to you if this requires us to act in any manner which is, or appears to us, to be dishonest, illegal, improper or unlawful at any time.
We do not provide financial or legal advice and none of our Services should be construed as such. If you require financial or legal advice, we recommend that you consult an appropriately qualified and regulated professional.
We will set out the basis of our fees with you prior to incurring any such fees on your account. Our fees are based on the time spent on your affairs by our directors, staff and consultants, and taking into account the complexity, level of expertise and responsibility involved, degree of urgency, the value of the benefit to you as well as the level of risk.
Our hourly rates vary between £45 and £375 per hour. These will be increased at the start of each calendar year in line with the Gibraltar Consumer Price Index. Our fees are charged without value added tax, transaction tax or any other similar sales taxes.
We will act on the basis that we have your authority and agreement to incur the usual disbursements and expenses encountered during work we do for you including, for example, telephone, courier charges, searches and reasonable travel expenses. We will seek your express agreement before incurring costs which we believe are substantial in the context of the work in question.
We may ask you to make a payment to us on account of our anticipated fees and disbursements. Once this has been exhausted we may ask for a further payment on account. If a request for payment on account has been made but not paid, we reserve the right to decline to act further.
We may invoice you at periodic intervals either at the end of each month or the end of each quarter as we consider appropriate before final completion of the work we have undertaken for you. Interim invoices are a request for payment on account of fees and costs incurred. We will send a final bill following completion of the work.
Our invoices are payable, strictly, within 14 days of the date of issue. If you wish to query any invoice, you should contact us within the 14-day credit period. We reserve the right to charge interest at the rate of 3.5% per annum over Bank of England Base Rate from time to time in the case of overdue accounts.
In some circumstances commissions or other benefits may become payable to us in respect of transactions which we may arrange on your behalf. The fees that would otherwise be payable by you may, at our sole discretion, reflect the benefit to us of such amounts. You consent to such commissions or other benefits being retained by us without us being liable to account to you for any such amounts or us having to make any disclosure or notification to you in this regard.
We may, from time to time, hold money on your behalf in a designated client account which is legally segregated from our own funds. Interest is not paid on client monies.
Unless otherwise stated in these Terms, original documentation collected from you will be returned on completion of our work, if requested. Any advice given and/or correspondence between you and us will become your property upon settlement of all outstanding fees and expenses due to us. We will retain documentation and materials normally for a minimum of 6 years when we may destroy them without further reference to you. We may exercise a lien over any of your property and money we hold for you if fees are outstanding.
We may at our discretion be willing to store deeds and other important documents for you if requested. We do not make any charge for this service, but we cannot accept any responsibility or liability for the loss or damage of any item which we hold for you.
If you have any suggestions on how our service to you may be improved, or if you are dissatisfied with the service you are receiving, please let us know. We will investigate any complaint carefully and promptly to resolve the situation satisfactorily and amicably. We will acknowledge any formal complaint within 5 business days and aim to provide a substantive response within 28 days.
Either you or we may bring the engagement to an end at any time by giving not less than 14 days’ notice in writing to the other party. We will not cancel our engagement with you without good reason, which includes a conflict of interest arising, your failure to give us adequate instructions, your failure to pay amounts due to us, or your failure or refusal to provide information required for the purposes of our AML/CTF/PF obligations.
When we are engaged by you, our advice will be in accordance with current law and practice. We are not responsible for communicating future changes in law and practice that may be of relevance to you.
All information provided to us concerning your affairs will at all times be kept confidential and will not be disclosed to any other party except where required to properly facilitate the Services we provide to you, or as otherwise required by law. We also refer you to Clause 19 (Data Privacy) of these Terms.
Tax advisers in Gibraltar are subject to AML/CTF/PF supervision by the Financial Services Commission under the Proceeds of Crime Act 2015 and associated law and regulations. This necessitates us having systems and controls to include evidence of identity and address of the client, identification of the source of wealth, risk assessment, ongoing monitoring and record keeping.
We will hold your personal data including sensitive personal data where relevant and will process this for the purposes of providing Services to you and in compliance with our legal obligations. This data may be stored in hard copy and/or electronic form on our own secure systems and using third-party cloud-based technologies that meet the requirements of our Privacy Notice.
Our Privacy Notice can be found at www.athena.gi.
We may, where appropriate, communicate with you via e-mail, mobile internet and other electronic means. We do not accept responsibility for any errors or problems that may arise using electronic communication and all risks connected with sending commercially sensitive information are borne by you.
The advice which we give to you is for your sole use and does not constitute advice to any third party to whom you may communicate it.
We will provide our Services with reasonable care and skill. However, we will not be liable for any losses, costs, expenses or damage of any nature arising from the supply by you or others of incorrect, conflicting, ambiguous, erroneous or incomplete information, or information of unclear authenticity, or from yours or others’ failure to supply appropriate information, or your failure to act on our requests or respond promptly to communications from us or others. We will also not be liable for any loss or damage arising directly or indirectly from any fraudulent or negligent act or omission on your part or that of others.
We will not be liable for any indirect or consequential loss or damage (whether for loss of profit, loss of business, loss of opportunity, depletion of goodwill or otherwise), or any other claims for consequential compensation whatsoever or howsoever caused, which arise out of or are in connection with the provision of our Services, other than in the case of fraud or gross negligence on our part.
If there is a claim of any sort against us by you, our liability to you will in any case be limited to the sum of two and a half times the fees you have paid to us for the advice in respect of which damages are claimed. Legal proceedings in relation to a claim may not be instituted later than 24 months after the date our Services were provided.
You hereby agree and undertake at all times to hold the Company, its successors and assigns, harmless and to indemnify them and keep them indemnified to the full extent permitted by law against all or any actions, suits, proceedings, claims, demands, liabilities, charges, consequences, costs and expenses whatsoever which arise or may arise in relation to the Services we have provided to you in good faith.
We disclaim all responsibility for any consequence whatsoever should any third party rely upon any report, letter, information or advice unless we have given our prior written consent that such third party may do so.
Our Letter of Engagement and these Terms are governed by and construed in accordance with Gibraltar law. The Courts of Gibraltar will have the sole and exclusive jurisdiction in relation to any claim, dispute or difference concerning our engagement with you.
If any provision of our Letter of Engagement and these Terms are found to be invalid, illegal or otherwise unenforceable in any respect, the validity, legality or enforceability of any other provisions will not in any way be affected or impaired.
Neither we nor you will be liable in any way for failure or delay in performing our obligations by any event beyond our reasonable control (including, without limit, any Act of God, war, national emergency, fire, flood, strike, industrial action, loss or malfunction of utilities, telephonic communication breakdown, travel or postal delays).
No variation to these Terms shall be valid unless expressly agreed in writing.
Failure by the Company to enforce or exercise at any time any of these Terms or any right or remedy does not constitute and shall not be construed as a waiver of such term, right or remedy and shall in no way affect the Company’s right to later enforce or exercise these Terms.