Horsepool Group is the trading name of Horsepool Consulting Limited and its wholly owned subsidiary, Horsepool Secretarial Limited. Horsepool Consulting Limited is a non-cellular company incorporated in Guernsey with registered number 60768. Horsepool Secretarial Limited is a non-cellular company incorporated in Guernsey with registered number 72117 and is licensed by the Guernsey Financial Services Commission under the Regulation of Fiduciaries, Administration Businesses and Company Directors, etc (Bailiwick of Guernsey) Law, 2020.

The registered office address and principal place of business of Horsepool Group is First Floor, Warwick House, La Grange, St Peter Port, Guernsey, GY1 2PX.

The information provided on this website is for general informational purposes only and does not constitute legal, financial, or other professional advice. While we strive to ensure the accuracy and completeness of the information on this site, Horsepool Group accepts no responsibility for any errors or omissions. Users of this site should not act or refrain from acting based on the information provided here without seeking appropriate professional advice.

Horsepool Group assumes no liability for any loss or damage arising directly or indirectly from the use of this website or the information contained herein. This website may contain links to external websites, and Horsepool Group is not responsible for the content of such external sites.

By using this website, you agree to the terms of this disclaimer. If you do not agree with these terms, please refrain from using this website.

For further information or inquiries, please contact us.

Terms of Business

The following section outlines the terms of business between Horsepool Group and any current or prospective client and supplements the letter of engagement between Horsepool Group and such client. By engaging with Horsepool Group, you acknowledge and agree to these terms of business.

Introduction

  1. Horsepool Group means, principally, Horsepool Consulting Limited (HCL) and Horsepool Secretarial Limited (HSL) and is referred to in these Terms of Business as the Firm, Horsepool, us, we or our which, where appropriate, includes our successor and predecessor firms and our staff members, and any subsidiary or affiliate group company.

    References in these Terms of Business to you or your are to the persons or entities who are our clients for the purposes of our Engagement.

  2. The following definitions are used in these Terms of Business:
    • Confidential Information shall mean any confidential information in any form (including any copies and any document which contains, reflects or is derived from Confidential Information) disclosed by one of us or our employees, officers or advisers to the other (whether before or after the date of the LOE). Confidential Information does not include any information that: (i) is or subsequently becomes public knowledge (other than as a result of disclosure in breach of paragraph 7.2 below); or (ii) was known by the receiving party on a non-confidential basis prior to disclosure; or (iii) becomes available to the receiving party on a non-confidential basis from a person who is not bound by obligations of confidence; or (iv) you and we agree in writing is not confidential or may be disclosed.
    • Data Breach means a breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to, Personal Data.
    • Data Protection Legislation means as they apply: (a) the Data Protection Act 2018 and the Privacy and Electronic Communications (EC Directive) Regulations 2003, (b) from and including 25 May 2018, the General Data Protection Regulation (Regulation (EU) 2016/679) (GDPR), until such time as it might cease to apply in the UK; (c) any legislation ratifying or otherwise adopting, replacing or supplementing the GDPR in the UK; (d) the Data Protection (Bailiwick of Guernsey) Law, 2017; and (e) in respect of your obligations, any other laws and regulations relating to privacy or the processing of data relating to natural persons relevant to your obligations in any other jurisdiction.
    • Deliverable means any report, letter, information or advice provided by us to you.
    • Engagement means the Services which we provide pursuant to the LOE.
    • in writing shall be taken to include communication via any form of communication whatsoever, including, but not limited to, electronic, hardcopy or telecommunication.
    • LOE means the letter and enclosures and schedules (including these Terms of Business) sent to and/or signed and acknowledged by you which set out the basis of our contract with you; also referred to as a Letter of Engagement.
    • Services means the professional services delivered to you that are the subject of the LOE.
    • Staff Member means member, consultant, employee, director, or officer of the Firm.
    • Subcontractors means any person we engage to assist us with the Services to which the Engagement applies.
  3. Unless otherwise specifically agreed in the LOE, the LOE replaces any previous agreements between us in relation to or in contemplation of the Engagement and shall apply to any future Engagement we carry out on your behalf unless varied or replaced. The LOE (which includes these Terms of Business) constitutes the entire agreement between us. In entering into this LOE you acknowledge that you have not relied on, and shall have no right or remedy in respect of, any statement, representation, assurance or warranty (whether made negligently or innocently) other than as expressly set out in the LOE.

Fees and Invoicing

  1. Fees are charged in accordance with the Fees section within the LOE.
  2. Invoices are due for payment within 14 calendar days of the invoice date unless agreed otherwise. We reserve the right to levy interest and late payment administration fees on invoices which remain unpaid.
  3. Fixed fees are subject to a discretionary and automatic increase on an annual basis by the higher of 2% or the prevailing inflationary rate. Variable or time spent fees are subject to change on or around 1 January each year and will be notified to you.

Personnel

  1. We reserve the right to determine which of our Staff Members are allocated to an Engagement and, where named individuals are not available, we will supply substitutes considered by us as suitably experienced. Where more junior Staff Members are provided, oversight will be provided by a senior Staff Member.
  2. The personnel responsible for the conduct of the Engagement will be named in the LOE; in accordance with 3.1 the replacement of this named person does not constitute invalidity of the LOE.
  3. We may also use third parties such as contractors in performing our services. We remain responsible for any contractors or other third parties representing us in performing our services.

Non-Solicitation

You will not solicit, or endeavour to solicit, in any way the services or employment of any Staff Member with whom you have had dealings in connection with the Engagement during the 12 months immediately prior to your approach (except where the Staff Member responds directly to a general recruitment campaign).

Client Responsibilities

  1. It is your responsibility to provide us with complete, accurate and timely instructions or information relevant to our Engagement. We will not be responsible for any consequences that may arise from your failure to do so and you acknowledge and agree that we shall be held harmless and have no liability for any consequence, financial or otherwise, resulting from failure to provide complete, accurate and timely instructions or information relevant to our Engagement. Such failures may also result in additional fees being charged.
  2. Any Deliverables will be provided in writing and addressed to you. You may not use our Deliverables for any purpose other than that for which they were prepared. You may not reproduce, or refer to such Deliverables in any other document or disclose (or commit to disclose) such Deliverables to any third party except (i) with our prior written consent on terms to be agreed with us, (ii) in accordance with the LOE, (iii) to others within your own organisation or your professional advisers where required for the Engagement or (iv) as required by law, court order, any regulatory body which you are subject to or any professional body of which you are a member.
  3. Where formal advice is given, no reliance should be placed on any oral advice or representations we may make or any draft Deliverables unless and until we confirm that advice to you in final form in writing.

Mode of Instructions

  1. You authorise us to act on instructions given in any manner if we reasonably believe that you or a person with authority to act on your behalf has given those instructions.
  2. You understand and acknowledge that the electronic transmission of information via the internet or otherwise has inherent risks (particularly the risk of access by unauthorised parties). You authorise us to communicate electronically with you and all third parties on all matters related to the Engagement and you acknowledge and agree that we shall be held harmless and have no liability for any consequence, financial or otherwise, resulting from any unauthorised access by third parties to such communications or information.

Confidentiality

Each of us shall keep the other’s Confidential Information confidential and shall not use such Confidential Information except for the purpose of exercising or performing the relevant rights and obligations under the Engagement and shall not disclose any Confidential Information to a third party, except as expressly permitted by this clause. We may disclose your Confidential Information on the understanding that it will be treated as confidential to (i) any subcontractors assisting us with the Services, (ii) your other professional advisers in relation to, or connected with, the Engagement, or (iii) our professional advisers and insurers insofar as such disclosure is required to protect the professional position of the Firm. Either you or we may disclose Confidential Information to the extent required by law, court order, any regulatory body which you or we are subject to or any professional body of which you or we are a member. You agree that we may refer to you and the services we have provided to you when marketing our services to others, provided that we do not disclose your Confidential Information.

Conflicts

  1. We do not act exclusively for you in the provision of services such as the Services and you agree that we may act for other parties whose interests may conflict with yours provided that we comply with our obligations under relevant enactments and do not disclose your Confidential Information.
  2. Being a service provider in a small jurisdiction we appreciate that conflicts of interest may arise whereby we provide similar services to parties that may be competing with you or a similar situation. However, we cannot be certain that our procedures will identify all such situations. If you become aware of any potential conflict affecting our provision of the Services, you will notify us immediately.
  3. When a conflict of interest is identified and we believe that implementing appropriate procedures can properly safeguard your interests, we will notify you (subject to any obligations including confidentiality we may owe to third parties), explain the safeguards we have implemented and obtain your consent to their implementation. However, there may be circumstances where we consider that your position cannot be safeguarded and in such circumstances the Services may be terminated.

File Retention

  1. You agree that we shall have the right to retain copies of documents relating to the Engagement after the Engagement has ended, subject to our continuing confidentiality obligations. You will retain the right to all documents issued to you by us in relation to the Services we provide to you, including Compliance Reports, Compliance Monitoring Programmes and other documentary evidence of your compliance with the relevant regulatory requirements. The provisions of clauses 7 and 10 of this agreement shall continue in relation to the retention of such documents beyond the term of the Engagement where the Engagement has been terminated for whatever reason.
  2. We shall dispose of said copies at an appropriate time without reference to you.
  3. At the time of termination of our Engagement, any relevant documents saved on our system which are not already on your system shall be transferred to you. You will be solely responsible for ensuring that you have received all documents that you wish to retain following termination of our Engagement.

Intellectual Property Rights and Document Ownership

  1. We retain all intellectual property rights in everything developed by us both before and during the Engagement, including rights in all Deliverables or other materials provided by us, although payment of fees under the Engagement will give you a non-exclusive, non- transferable licence to use the Deliverables for the purposes for which they were created.
  2. All documents in our possession or control generated by us or addressed to us, relating to the Services shall be our sole property.

Data Protection

  1. The terms “Data Controller”, “Data Processor”, “Data Subject”, “Personal Data”, “process”, “processing”, “transfer” and “appropriate technical and organisational measures” shall be interpreted in accordance with the applicable Data Protection Legislation.
  2. Each of us shall comply with the Data Protection Legislation as it applies to each of us in connection with the Engagement.

  3. Where you transfer or otherwise make available Personal Data to us in relation to the Engagement, you shall ensure that (i) you have the necessary rights to transfer or make available such Personal Data to us (including that you have, or have procured, the necessary legal authority, permissions and/or consents for us to process the Personal Data to provide the Services); (ii) your instructions to us comply with (and will not cause us to be in breach of) the Data Protection Legislation; and (iii) that you have taken reasonable steps to ensure that any Data Subjects are aware of the nature of the processing to be undertaken.

  4. Where we act as a Data Controller in respect of any Personal Data processed in relation to this LOE (including where you are an individual):
    • we shall process or arrange for processing of the Personal Data only in accordance with the details set out in our privacy notice;
    • if you provided us with or gave us access to the Personal Data, you shall take reasonable steps to ensure that the relevant Data Subjects are aware of our processing activities; and
    • both of us shall co-operate with the other, and promptly provide such information and reasonable assistance as the other may reasonably require to enable it to comply with its obligations under the Data Protection legislation in respect of this LOE, and to deal with and respond to all investigations, complaints, and requests for information from any regulator or Data Subject relating to such Personal Data.
  5. Where we process Personal Data as a Data Processor on your behalf we shall:
    • only process such Personal Data in accordance with your written instructions from time-to-time (including as set out in the LOE) or as required for us to provide, manage and facilitate the provision of the Services, and only in respect of the subject matter, duration, nature and purpose of the Services, and the type of Personal Data and categories of data subject relevant to the Services;
    • ensure that only persons authorised by us process such Personal Data and that such persons are subject to appropriate obligations to maintain the confidentiality of such Personal Data;
    • taking into account the (i) state of the art of teh systems, (ii) cost of implementation of the systems, (iii) nature, scope, context and purposes of processing, and (iv) the risk and severity of potential harm to you and us, we shall protect such Personal Data by putting in place technical and organisational measures to protect such Personal Data from a Data Breach;
    • taking into account the nature of our processing, put in place appropriate technical and organisational measures, insofar as is possible, to assist you to fulfil, at your cost, your obligations to respond to data subjects’ requests to exercise their rights under the Data Protection Legislation over such Personal Data;
    • where reasonably requested, and taking into account the nature of our processing and the Services and the information available to us, assist you, at your cost, in complying with your obligations under the Data Protection Legislation in respect of such Personal Data;
    • when we cease providing the Services to you, and at your choice, either delete or return all such Personal Data to you and delete such copies of such Personal Data, unless applicable law or regulation requires storage of such Personal Data or deletion of Personal Data is not technically possible, using all reasonable efforts;
    • subject to reasonable access arrangements being agreed with us and save for disclosure of information which is confidential and/or privileged (or where access is otherwise restricted by applicable law or regulation), make available to you all relevant information necessary to demonstrate compliance with our obligations under this clause and allow for and contribute to audits, including inspections, conducted by you or another auditor mandated by you, at your cost;
    • be permitted to appoint other processors to process such Personal Data, provided (i) they process the Personal Data only for the purposes of assisting us with the performance of our obligations under this LOE; (ii) we enter into a written agreement with them requiring them to process the Personal Data only in accordance with your or our written instructions, and to comply with obligations equivalent in all material respects to those imposed on us under this clause; and
    • not process or transfer such Personal Data outside the Bailiwick of Guernsey, the UK or EEA unless (i) an adequacy finding has been made under the Data Protection Legislation that the relevant jurisdiction provides an adequate level of protection; or (ii) we have put in place appropriate safeguards as required under the Data Protection Legislation for such processing or transfers. Where the LOE identifies that processing will take place in specified jurisdictions, you acknowledge that Personal Data will be transferred to or from, and/ or processed from, those jurisdictions.
  6. Where you instruct us to transfer Personal Data to anyone other than a processor engaged by us, you are responsible for ensuring that adequate arrangements are in place for such transfer as required by the Data Protection Legislation.
  7. We wish to draw your attention to our obligations under the Bailiwick of Guernsey’s anti-money laundering and counter terrorist financing legislation. Under this legislation we are required to identify you and various persons connected to you and may also make enquiries about your sources of wealth and funds. We are also required to keep the identification and verification up to date. We may not undertake the engagement or continue to act if we are unable to comply with these obligations. The legislation also requires that if we know, suspect or have grounds for suspecting that an individual or entity is engaged in money laundering or financing terrorism, we make a report to the relevant authority. We are generally prohibited by law from disclosing to you that we have made such a report.

Complaints and Dispute Resolution

If at any time you would like to discuss with us how our service to you could be improved, or if you are dissatisfied with any aspect of the service you are receiving, please let us know by contacting a Director.

Staff Members

You agree that you will not bring any claim in respect of any loss against any of our Staff Members save insofar as that claim arises out of the fraud of that person. This provision will not limit or exclude the liability of the Firm for the acts or omissions of its Staff Members.

Liability

  1. The limitation of liability provisions in the LOE apply to the aggregate liability arising under the Engagement whether caused by us or other subcontractors involved in providing the Services and regardless of the number of claims and claimants.
  2. Where there is more than one addressee to the LOE the financial limit of liability specified in it (if any) will be shared between those addressees and any other party we agree in writing to assume a duty of care to in relation to the Engagement. It will be entirely a matter for you how you apportion the sharing of the limit of liability and you shall be under no obligation to inform us of any apportionment. If (for whatever reason) no apportionment is agreed, you shall not dispute the validity, enforceability or operation of the limit of liability on the ground that no such apportionment was agreed.
  3. Nothing in this section or elsewhere in the LOE shall exclude or restrict the liability of any person for that person’s fraud or dishonesty or purport to exclude or restrict a liability which cannot be excluded or restricted as a matter of law.

Subcontractors and Sole Recourse

  1. The Engagement is between you and us. Where appropriate, we may use Subcontractors.
  2. Notwithstanding the fact that Services may be carried out by Subcontractors, you agree that we shall have sole liability for both acts and/or omissions by us and also all acts and/or omissions of any Subcontractors and you agree that you shall bring no claims or proceedings of any nature whatsoever (whether in contract, tort (including negligence), breach of statutory duty or otherwise) against any Subcontractors in any way arising from, in respect of or in connection with, the Services or the Engagement.
  3. You agree that any Subcontractors we involve in the Services shall each, to the extent rights are granted to them respectively, have the right to rely on and enforce the liability provisions (the “sole recourse provisions”) and the contractual limitations of liability in the LOE and as stated within these Terms of Business as if they were parties to the Engagement.

Successor Firm

  1. If we should merge with another firm or transfer our business to another entity (a Successor Firm) then our Engagement with you shall not automatically terminate by reason of such merger or transfer. You agree that the Successor Firm is automatically appointed by you so that continuity of service can be provided. Both the Successor Firm and you may rely on the LOE as setting out the continuing terms of the Engagement.
  2. If such transfer requires some action by you then you will take such steps as are necessary to enable continuity of service.
  3. This clause does not in any way limit your termination rights as set out in below in Suspension and Termination.

Suspension and Termination

  1. Should you fail to pay our invoices or requests for funds on account when they become due we may suspend Services under the LOE until the invoices have been paid or the funds are received. We will give you notice of our intention to suspend Services under the LOE. Any such notice shall not affect our rights to terminate the Engagement. We shall retain full discretion to suspend our services without reason where our invoices remain unpaid or requests for funds have not been remitted for such period as is deemed reasonable by us.
  2. We are not liable for any loss or damage whatsoever incurred by you or any associated entity or third party as a result of any suspension or termination in accordance with this clause.
  3. Either we or you may terminate the Engagement immediately on written notice to the other where: (i) termination rules are prescribed by legislation or professional obligations, (ii) the other party becomes the subject of insolvency proceedings or calls any meeting of its creditors, or (iii) the other breaches a material term of the LOE (including nonpayment of fees) and does not remedy the breach within 30 days.
  4. Either we or you may terminate the Engagement upon the expiry of 90 days written notice to the other. We will be entitled to receive payment for all time and costs incurred up to the date of termination and any contingent fee shall remain payable. You acknowledge and agree to pay to us any fees in relation to the orderly termination of the Engagement; including where such fees may relate to invoices raised on or after the expiry of the written notice served by you. Should the LOE state a different notice period, the LOE takes precedence.
  5. If we have reasonable grounds to suspect that performing the Engagement or receiving payment of fees may be unlawful or breach any regulatory requirement, we may without notice and at our unfettered discretion delay all of the Engagement, delay part of the Engagement or terminate the Engagement.

Force Majeure

Neither we nor you will be liable to the other for any delays or failures in performance or breach of contract due to events or circumstances beyond our or your reasonable control, including, but not limited to, Vis Major, war, acts by governments and regulators, acts of terrorism, accident, fire, flood, storm, civil disturbance, epidemic or pandemic.

Severability

In the event that any part of the LOE is held to be invalid or unenforceable, the remainder will continue in full force and effect.

Governing Law and Jurisdiction

  1. The LOE and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of the Island of Guernsey.
  2. You and the Firm irrevocably agree that the Royal Court in Guernsey shall have exclusive jurisdiction over any dispute or claim that arises out of or in connection with the LOE or its subject matter or formation (including non-contractual disputes or claims).

Contact Us

+44 (0)1481 740 458