Terms & Conditions

Last Updated: 29 March 2025

These Terms & Conditions govern the Services outlined in the Agreement to be performed by Virteffic Limited (“Virteffic“) (referred to as “we“, “our“, “us“) for you (the “Client“) (referred to as “you“ or “your“). These Terms & Conditions apply to all Services provided by Virteffic and should be read in conjunction with any Agreement between Virteffic and the Client.

In the event of any inconsistency between these Terms & Conditions and the terms of an Agreement between Virteffic and the Client, the Agreement’s terms shall prevail. Together, the Agreement and these Terms & Conditions form the “Contract“.

By entering into the Agreement or using the Services, the Client is deemed to accept these Terms & Conditions, which apply to the entire business relationship between the Client and Virteffic.

Interpretation

In these Terms & Conditions, the following capitalised words and expressions shall have the meanings set out below, unless otherwise defined in an Agreement or required by context:

• Applicable Law: Any relevant law, regulation, rule, or court order applicable in any jurisdiction, including the laws of Jersey.
• Agreement: Any agreement between Virteffic and the Client to which these Terms & Conditions apply.
• Clause: A numbered clause of this Agreement.
• Client: The person, company, firm, or organisation receiving Services from Virteffic.
• Confidential Information: All non-public information disclosed through the business relationship, excluding information that is publicly available without breach.
• Compliance Rules: The legal and regulatory framework applicable to the Parties, including internal policies and AML laws.
• Contract: The Agreement together with these Terms & Conditions.
• Fees: All fees payable by the Client to Virteffic as per the Agreement or as agreed in writing.
• Fee Schedule: The section in the Agreement detailing the applicable Fees.
• Including: Shall not limit the generality of the term or concept.
• Losses: Includes all types of damages, expenses, and liabilities.
• Person: Includes natural persons and legal entities.
• Personal Data: As defined in the Data Protection (Jersey) Law 2018.
• Process: Any action performed on Personal Data, such as collection, storage, or deletion.
• Party or Parties: Refers to Virteffic and the Client.
• Primary Provider: The main contact from Virteffic, Terése (Tess) Price unless otherwise stated.
• Proposal: Preliminary offer document outlining Services and Fees.
• Schedule: A schedule included in the Agreement.
• Service or Services: The professional services provided by Virteffic under the Agreement.
• Termination Date: The effective date of the end of Services, either upon delivery or with one month’s notice.
• Terms & Conditions or Terms: These standard terms and conditions.
• Virteffic: Virteffic Limited, registered in Jersey (company no. 132020).
• In Writing: Any form of reproducible written communication, including email.

Services

Virteffic will provide the Services as described in the Agreement. Any amendments must be agreed in writing. Virteffic is not liable for delays caused by Client omissions or inaction.

Fees

Fees are outlined in the Agreement and exclusive of GST (if applicable). Where the Client includes multiple parties, each is jointly and severally liable.

Disbursements

The Client will reimburse Virteffic for any reasonable out-of-pocket expenses. Approval will be sought for substantial disbursements.

Fee Increases

Virteffic may review and amend Fees with one month’s notice.

Payment Terms

• Invoices due within 14 days unless otherwise agreed.
• Overdue invoices may incur service suspension, 5% interest above Barclays base rate, and recovery of legal/collection fees.

Client’s Obligations

The Client must provide accurate and timely information and cooperation to enable provision of Services.

Compliance with Laws and Regulations

Both Parties must comply with all applicable laws, including AML/CFT legislation. Services may be suspended if the Client fails to comply.

Regulated Status

Virteffic is not a regulated person under the Financial Services (Jersey) Law 1998. Services provided are administrative and non-regulated. The Client remains responsible for engaging licensed professionals as needed.

Limitation of Liability

• No liability for indirect or consequential Losses.
• Liability capped at Fees paid in the preceding 3 months, subject to insurance limits.
• No liability for third-party delays, system failures, or force majeure events.

Indemnity

The Client shall indemnify Virteffic for Losses arising from breach of Contract or provision of false information.

Records

Virteffic may retain documentation as per professional standards and Applicable Law. Long-term storage may incur custody fees.

Electronic Communication

Virteffic uses electronic communication and does not guarantee delivery or security. Virteffic is not liable for communication issues beyond its control or errors resulting from instructions given electronically or by phone, provided instructions were acted on in good faith.

Passwords and Log-ins

• Passwords provided are for Virteffic’s exclusive use.
• Clients must provide unique log-ins for systems containing personal data.

Force Majeure

Virteffic is not liable for non-performance due to events beyond its control. Either Party may terminate if such events persist for more than 60 days.

Data Protection

Virteffic processes data in line with the Data Protection (Jersey) Law 2018 and its Privacy Policy. The Client warrants all Personal Data has been lawfully obtained and consented for processing.

Complaints

Virteffic encourages open communication to resolve issues. Formal complaints should be submitted in writing. Post sign-off amendments may be subject to additional charges.

Non-Exclusivity

Virteffic may provide services to other clients, even where interests may conflict, while upholding confidentiality obligations.

Governing Law and Jurisdiction

This Contract is governed by Jersey law. The Parties submit to the exclusive jurisdiction of the Jersey courts.

Notices

Notices must be sent by email or recorded delivery. Email notices are deemed received upon confirmation of transmission.

Amendments

Virteffic may amend these Terms & Conditions. Updated versions will be published at https://virteffic.com/terms and deemed accepted unless objected to in writing within 30 days.