General Provisions

  1. Except as modified by any accompanying engagement letter, the following apply to the relationship between Broadhurst LLC and our clients:
  2. Fees for services rendered will be based on reasonable value of those services. Such fees will be based on our established hourly billing rates and are subject to adjustment. The billing rate for each attorney depends generally on that attorney’s expertise and experience, and the firm adjusts these rates from time to time. The time for which a client will be charged will include but will not be limited to, legal research; factual investigation; drafting of letters, pleadings, briefs and other documents; telephone and office personnel and others; conferences among our lawyers and the staff on the client’s case; responding to clients’ requests for us to provide information to their auditors in connection with reviews or audits of financial statements; travel time; waiting time in court; and time in depositions and other discovery proceedings.
  3. Where appropriate, we may utilize paralegal personnel. Time devoted by paralegals to client matters is charged at the established hourly billing rates, which also are subject to adjustment, from time to time by the firm.
  4. In addition to our fees, we will be entitled to payment or reimbursement for costs and expenses incurred such as photocopying, local messenger and intercity delivery service, computerized research, travel (including mileage, parking, airfare, lodging, meals and ground transportation), long distance telephone, telescoping, support staff overtime, court and agency costs and filing fees. Certain of such items may be charged at a rate computed to cover our direct cost and overhead. Unless special arrangements are made at the outset, fees and expenses of experts, investigators, accountants, consultants, court reporters and other outside providers of personal services will not be paid by us and will be the responsibility of and will be billed directly to the client.
  5. Although we may from time to time, at a client’s request and for the client’s convenience, furnish estimates of fees or costs that we anticipate will be incurred, these estimates are subject to unforeseen circumstances and are by their nature inexact. Estimates are not fixed fees or caps on our fees and are provided solely for the purposes of indicating to a client the likely cost of our services. In the event the actual fees exceed the estimate we will be entitled to recover from the client our fees in full.
  6. Fees and expenses will be billed monthly and are payable upon presentation. We reserve the right to defer providing additional services or to discontinue our representation if billed amounts are not paid when due. We shall not be liable for any loss or damage this may cause to the client.
  7. A client has the right at any time to terminate our services and representation by notice to the firm. Such termination does not, however, relieve the client of the obligation to pay for all services rendered and expenses paid or incurred on behalf of the client prior to the date of such termination, or in connection with it.
  8. We reserve the right to withdraw from our representation if, , the client fails to honor the terms of the engagement letter, the client fails to cooperate or to follow our advice on a material matter, or any fact or circumstance which would or could, in our view render our continuing representation unlawful or unethical. If we elect to withdraw, the client will take all steps necessary to free us of any obligation to perform further services, including the execution of any documents necessary to complete our withdrawal, and we will be entitled to be paid for all services rendered and costs and expenses paid or incurred on behalf of the client to the date of withdrawal.
  9. Scope of Representation. Unless otherwise noted, our client for purposes of representation is the person or entity to whom the accompanying engagement letter is addressed, and not any affiliates of such person or entity (i.e., if the client is a corporation or partnership, any parents, subsidiaries, employees, officers, directors, shareholder, or partners or such corporation or partnership or commonly owned partnership or corporations; or if the client is a non-profit organization, any members, employees, officers or directors of the organization; if the client is an association with members, any of the client’s members; if the client is an individual, the client’s spouse, any of the client’s relatives or others whose interests may be affected by the representation). For conflict of interest purposes, we may represent another client with interests adverse to any such affiliate.
  10. Conclusion of Representation. It is our policy that the attorney-client relationship is terminated upon completion of any services that we have been retained to perform. If the client later retains us to perform further or additional services, our attorney-client relationship will be revived subject to these terms or engagement, as they may be supplemented or changed at that time. After we close our files on a matter, we will not monitor or advise of subsequent changes in the law or circumstances that might bear upon or impact a completed matter, since representation with respect to the effect of subsequent changes is beyond the scope of our engagement. If the client would like ongoing advice with respect to a particular matter, arrangements must be specifically confirmed in writing by us and will involve additional charges. With respect to document retention, when our engagement on any matter is completed, we close our active files, return documents to the client as requested by the client, and store the file for up to 6 years, after which time, unless different arrangements are made, we destroy our closed files.
  11. Know your client. We are obligated to keep and maintain sufficient due diligence to ensure that we are aware of the identity of our clients. If a client refuses to provide such information then we reserve our right to withdraw from representing the client. We are subject to legal requirements which require us to report knowledge or suspicions of money laundering to the relevant authorities. In addition, it is an offence for us to prejudice any investigation by those authorities by notifying any person who may be the subject of suspicion, or any third party, that such a person is suspected of money laundering.
  12. Adverse Costs. Please note that if we are engaged to bring or defend legal proceedings on a client’s behalf the client may be ordered to pay some or all of the costs of other parties to those proceedings. This can occur where the client’s case is unsuccessful at trial, the client withdraws or discontinues their claim or defence, or when the client makes an interlocutory application that is unsuccessful or the client unsuccessfully resists another party’s application. Irrespective of whether the client is successful or unsuccessful in the proceedings, the client will be contractually liable for the payment of our fees and expenses.
  13. Discovery. If litigation is commenced or is underway and the client is a prospective or current party that client will have an obligation to give discovery during those proceedings. This will involve the client providing all documents and records, whether they support or damage the client’s case, which are or have been in the client’s possession, custody or power relating to the matters in question in the action. The obligation is a continuing one and documents and records coming into the client’s possession must also be disclosed. The client accordingly must preserve all such documents and records.
  14. Broadhurst LLC is a limited liability company recognized under The Legal Practitioners (Incorporated Practice) Regulations (as Revised). The client agrees that any claim of any kind arising out of or in connection with this appointment either directly or indirectly or as a result any act or omission by us (whether within the scope of our representation or otherwise) shall be brought only against ourselves (the company Broadhurst LLC) and that no claim of whatsoever nature will be brought personally against any director or employee of the firm. Any use of the word “Partner” or “Associate Partner” or similar is a description of a job title of an employee of Broadhurst LLC and does not signify a partnership or other legal relationship.
  15. Our engagement and all business undertaken between the client and us is governed by the laws of the Cayman Islands and any dispute arising from or related to our engagement is subject to the exclusive jurisdiction of the Cayman Islands Court.