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Terms of Business

1.DEFINITIONS AND INTERPRETATION

1.1 In these terms of business (“Terms”) the following words, phrases and terms shall, unless the context indicates otherwise, have the meanings set against them:

“Appointees” means and includes any person who as part of the Services shall act as a director or other officer, trustee, manager, signatory or shareholder of any Managed Entity.

“Business Day” means any day (not being a Saturday or a Sunday or a public holiday) normally treated as a full retail banking day on which clearing banks in Jersey are open for normal business.

“Client” means any person or persons instructing us or for whom Services are or are to be provided and includes the direct or indirect beneficial owners, officers and employees of any such person and, where relevant, any instigator or other interested party of a Managed Entity who from time to time instructs us to provide Services and shall in the case of more than one person mean such persons jointly and severally and shall include the survivor or survivors of them and, in the case of individuals, shall include the heirs, personal representatives and assigns of each of them and, in the case of a company or other body corporate, shall include its successors and assigns.

Data Protection Authority” means any competent Supervisory Authority or data protection regulatory authority in relation to any of the Data Protection Laws.

“Directive” means the European Electronic Communications Directive 2002/58/EC.

GDPR” means, the General Data Protection Regulation EU 2016/679.

“Employees” means and includes the directors, other officers and staff of Fiduchi, agents, consultants and other contractors engaged by Fiduchi from time to time and their respective heirs, personal representatives and successors.

“Managed Entity” means and includes any corporation, company, partnership, foundation, trust, association or other body of persons, entity or arrangement beneficially owned by the Client for or in relation to which Services are provided. For the avoidance of doubt, this will also include all yacht crew and other yacht related services provided through any incorporated cell or other such structure.

‍“Fiduchi” means:

(a) Fiduchi Group Limited, of PO Box 437, 1st Floor, Kensington Chambers, Kensington Place, St. Helier, Jersey JE4 0ZE, a limited liability company incorporated in Jersey;

(b) Fiduchi Limited, of PO Box 437, 1st Floor, Kensington Chambers, Kensington Place, St. Helier, Jersey JE4 0ZE, a limited liability company incorporated in Jersey (including, for the avoidance of doubt, the branch (Fiduchi Limited (DMCC Branch)) established at Jumeirah Bay, Tower X2, Dubai 124600, United Arab Emirates (the “Dubai Branch”));

(c) Fiduchi Fund Services Limited, of PO Box 437, 1st Floor, Kensington Chambers, Kensington Place, St. Helier, Jersey JE4 0ZE, a limited liability company incorporated in Jersey;

(d) Fiduchi Yacht Services Limited, of PO Box 437, 1st Floor, Kensington Chambers, Kensington Place, St. Helier, Jersey JE4 0ZE, a limited liability company incorporated in Jersey;

(e) Fiduchi Group (UK) Limited, of Tallis House, 2 Tallis Street, Blackfriars, London, United Kingdom, EC4Y 0AB, a limited liability company incorporated in England and Wales;

(f) Fiduchi Corporate Services Limited, of Tallis House, 2 Tallis Street, Blackfriars, London, United Kingdom, EC4Y 0AB, a limited liability company incorporated in England and Wales;

(g) Fiduchi Trustees (UK) Limited, of Tallis House, 2 Tallis Street, Blackfriars, London, United Kingdom, EC4Y 0AB, a limited liability company incorporated in England and Wales,

together with all of their “subsidiaries” (as such expression is defined in the Companies (Jersey) Law 1991, as amended), associates, affiliates and successors in title from time to time and, where the context permits, its directors and their personal representatives.

“Services” includes all of and any services and acts done or to be done or performed for you, or on your behalf, by us, pursuant to any agreement between us and you and shall include all actions that we believed in our sole and absolute discretion were necessary or expedient for the purpose of providing the services so agreed whether such services are in the nature of regulated activities (for example requiring the type of regulation referred to in clause 7.14.1 of these Terms) or otherwise.

“we”, “us” and “our” shall refer to Fiduchi, the Employees and the Appointees or any of them, as applicable.

“you” and “your” shall refer to the Client and any Managed Entity or any of them, as applicable.

Words importing the singular shall include the plural and the masculine gender shall include the feminine and the neuter and vice versa in each case and words importing persons shall include bodies of persons whether corporate or unincorporated. Clause headings are inserted for convenience only and shall not affect the construction or interpretation of these Terms of Business. We may procure that each Managed Entity enters into a direct agreement with it to be bound by these Terms of Business.

2. CONTRACTUAL POSITION

2.1. These Terms set out the terms on which we will undertake Services for you and the basis of the determination of our charges. Together with any letter of engagement provided by us in relation to any particular instructions (the “Letter of Engagement”), they form the entire contract under which we provide the Services and supersede any and all previous written and oral negotiations and representations between you and us.

2.2. In the absence of any Letter of Engagement, these Terms shall constitute the entire contract by which we provide the Services between you and us and shall supersede all previous written and oral negotiations and representations between you and us.

2.3. These Terms are accepted (or otherwise deemed to be accepted) by you by virtue of your request for us to carry out any Services however we reserve the right to refuse to commence or continue work for you until a signed copy of the Letter of Engagement and any documents, evidence, information or similar which we may request or require for any reason (including, without limitation, to client due diligence purposes) has been provided or returned to us.

2.4. Where we provide Services to you on more than one matter we shall not be required to provide these Terms in respect of each new matter.

3 OUR FEES AND OTHER COSTS

3.1 Our Fees, Expenses and Disbursements

3.1.1. You agree that you shall meet your liabilities towards us (including but not limited to our fees, expenses and disbursements) in accordance with these Terms (and the Letter of Engagement (if any)). Where you consist of more than one legal person, you agree that you are jointly and severally liable for all liabilities under these Terms (and under any Letter of Engagement) and that we are therefore entitled to recover the full amount of our fees, expenses and disbursements from any one or more such person.

3.1.2. Unless otherwise agreed in writing by us or where a scale or quoted fee applies (and our scale of fees may be inspected at the registered office of Fiduchi Group Limited during normal business hours), our fees will be calculated by reference to the value of our work as determined by us. In calculating that value, we will take account of the time spent by our personnel at our charge-out rates in force from time to time, the seniority of the personnel involved, the complexity of the matter, the degree of skill required, the level of responsibility, the degree of urgency and any other material factors. We will provide an estimate of our expected fees wherever possible, upon request. We shall also be entitled to recover payment of any expenses or disbursements incurred by us in provision of the Services.

3.1.3. Time spent by our personnel may include (but is not limited to) providing you with the Services, attending on and/or meeting with you and others, considering, preparing and working on documentation, entering into correspondence, maintaining accounting records and drawing up financial statements, research, liaising with and engaging other advisors, safekeeping and insurance of assets, telephone calls, travelling and waiting time and other miscellaneous actions required to progress and manage the business of the Managed Entity. Our fees may also include any time spent by our personnel or expenses incurred by us as a result of or in connection with any investigation or enquiry by any governmental, regulatory, policing, judicial, revenue or other authority, officer or inspector (whether or not having force of law in Jersey, England and Wales or the United Arab Emirates) or any audit or internal enquiry, directly or indirectly concerning or made in relation to you.

3.1.4. When providing Services to a Managed Entity incorporated in Jersey, we may, where it is considered appropriate, arrange for the Managed Entity to be listed as an International Services Entity (ISE) for the purpose of regulations made pursuant to the Goods and Services Tax (Jersey) Law 2007 as amended from time to time. We will charge an administration fee in connection with the listing which will be inclusive of the fee paid or payable to the Comptroller of Taxes in connection with the listing. Additional work in connection with the ISE status for any Managed Entity may be charged on a time spent basis in accordance with our scale of fees (or otherwise having regard to the value of the work undertaken).

3.1.5. We will charge an administration fee in connection with (a) any activity required to ascertain a Managed Entity’s classification under the U.S. Foreign Account Tax Compliance Act (FATCA) reporting and withholding regime, (b) the reporting of any reportable accounts maintained in the Managed Entity required by the FATCA regulations, (c) any activity required to ascertain a Managed Entity’s classification under the Common Reporting Standard (CRS) and (d) the reporting of any reportable accounts maintained in the Managed Entity required by the CRS regulations. Any additional work required in relation to FATCA and/or CRS may be charged on a time spent basis in accordance with our scale of fees (or otherwise having regard to the value of the work undertaken).

3.1.6. We may deduct our fees and any expenses and disbursements from the funds of any Managed Entity at such time or times and with such frequency as we shall think fit.

3.1.7. We may adopt such basis of valuation as we in our discretion reasonably think fit for the purposes of calculating our remuneration.

3.1.8. All disbursements incurred by us on behalf of a Client or Managed Entity, including but not limited to professional fees and all expenses related to the provision of the Services, will be recoverable in full.

3.1.9. We shall be entitled to retain any benefit (whether direct or indirect) and including but not limited to all commissions, fees or other remuneration obtained (subject to prior compliance with all regulatory requirements regarding commissions):

3.1.10. Where we undertake, as a result of any error or omission, to restore you to the position you would have been in if the error or omission had not occurred and accordingly we may be responsible for or suffer any loss arising as a result, we will similarly be entitled to retain any profit or gain arising as a result of giving such undertaking.

3.1.11. Our fees and charges generally are reviewed from time to time and we confirm that we will endeavour (but shall not be obliged) to give you reasonable advance notice of any changes in writing. In arriving at our basic fees and charges, we take into account a number of assumptions, which directly affect the level of such fees and charges, as well as other factors and considerations. For this reason, notwithstanding any quotation for fees and charges, we shall conduct a review at the end of the first year and from time to time, when, an accurate assessment of the actual activity on the account and the amount of time spent will be made by us. We reserve the right to review and revise the (basic) charges for Services going forward and to levy additional charges, to ensure that the remuneration remains appropriate for the Services provided, and the purpose as well as the responsibility undertaken.

3.2. Estimate

3.2.1. Any estimate as to the total of our fees is given only as a guide, on the basis of the information then known to us and may not be regarded as an agreement to provide a service for a fixed fee or within a fixed time period, unless otherwise agreed. We will endeavour to revise an estimate if it becomes clear that our fees are likely to be substantially different to the estimate.

3.2.2. Any fee estimate agreed with you is necessarily based on the assumption that the information and documentation required for our work will be made available to us promptly upon request and that your key executives and personnel will be available during the course of our work and commit the necessary amount of time to enable us to carry out the work required. If delays, complications or other problems that are beyond our control occur, this may result in additional fees, expenses or disbursements being charged.

3.3. Billing Frequency

3.3.1. Our bills will normally be issued at either monthly or quarterly intervals, or on completion of or at a natural break in the course of the relevant matter, unless agreement is reached with you in writing. We reserve the right to also ask for payments on account of anticipated fees, expenses and disbursements before commencing any work in relation to providing any Services.

3.4. Terms of Payment and Interest on Overdue Bills

3.4.1. Our bills are payable immediately upon presentation. After 30 days from the date of issue, we will be entitled to charge interest on the amount outstanding at the rate of 2% per month or part thereof, compounded annually, and shall be under no obligation to carry out any further work for you on any matter or to pay any sums on your behalf or on behalf of any Managed Entity until all outstanding amounts have been paid.

3.5. Lien

3.5.1. In the event of non-payment of all or any part of any fees, expenses or disbursements due to us or which we are liable to pay on your behalf, or in respect of which you become liable to us in any other manner, then we shall have a lien over, or the right not to release from our possession or control, all or any documents or assets, including assets held on your behalf or to your order or on behalf of or to the order of any company or other body in common ownership with you or otherwise connected or affiliated to you in any manner, until such time as all such fees, expenses, disbursements or liability due and payable are discharged. For the avoidance of doubt, this lien shall apply to all documents and assets held in relation to the matter in respect of which the fees, expenses, disbursements or liability have been incurred and in relation to any other matter whatsoever relating to you. Further, if we should cease to act for or in relation to you, a final invoice will be submitted and we reserve all rights to exercise the right of the lien aforesaid over all documents and assets held on your behalf or in relation to you until such time as the final invoice is discharged in full.

3.6. Debit and Credit Card Payments

3.6.1.   We will accept payment by either debit or credit card subject to payment of a charge to cover the handling fees charged to us in respect of the payment and our additional administration.

3.7. Foreign Currency Remittances

3.7.1. If you select to settle a bill we have issued in any other currency than that stated on that bill then you are responsible for any costs of conversion, and agree that the rate of conversion applied by our bank is fair and reasonable. You also accept that you are liable for any shortfall that the converted remittance represents in comparison to the billed sum.

3.7.2. Where, at your request, we issue a bill in any currency other than Pounds Sterling, you acknowledge and agree that the sum billed represents a Pounds Sterling liability converted for presentational purposes only to the requested currency at the rate in force at the time of issuance. You accept that you will be liable for any shortfall which any remittance, in full or partial settlement, as converted into Pounds Sterling at the rate in force at the time of its receipt, represents in comparison to that Pounds Sterling liability or proportion thereof and that we are due any surplus, calculated on the same basis, by way of an administration fee for such an arrangement.

3.8. Available Funds

3.8.1. Unless we have agreed otherwise, where funds belonging to you are received by us (for example but not limited to probate or property transactions or in settlement of a judgment obtained in your favour) or where we have received monies on account of our fees, expenses and disbursements, then we reserve the right to deduct our fees, disbursements or expenses from those funds and we will not be required to obtain your prior approval to this.

3.9. Sufficient Funds

3.9.1. You shall keep any Managed Entity at all times in funds sufficient to honour its liabilities as and when they become due and the remuneration and disbursements payable to us will be a first charge on the funds of each Managed Entity it being understood, for the avoidance of doubt, that we shall be under no obligation to discharge on behalf of the Managed Entity any liabilities and/or disbursements in the first instance unless we are holding sufficient funds for and on behalf of the Managed Entity at the relevant time to defray such liabilities and/or disbursements.  

3.10. Guarantee

3.10.1. Should another party agree to pay your costs, or should some costs may be recoverable in litigation, or from your insurers, the responsibility to meet our fees, expenses and disbursements in a timely fashion nevertheless remains yours regardless of any arrangements with, or rights against other parties or any court order or anticipated order.

3.10.2. You guarantee the due payment of all fees, expenses and disbursements in connection with the Services and there shall be no requirement that recourse be had to the assets of any Managed Entity or any other person before any claim be enforced under such guarantee. Furthermore, you undertake that you will not claim in any proceedings brought by us against you to enforce your obligations under these Terms of Business, that the Managed Entity be made a party to the proceedings.

3.10.3. Guarantees and indemnities in these Terms of Business are given in every case as principal obligor and you abandon any right you may have or acquire by virtue of the “droit de division”, the “droit de discussion” or otherwise to require that your liability as a surety be limited or apportioned with any other person.

4 OUR LIABILITIES AND YOUR UNDERTAKINGS

4.1 Our Liability

4.1.1. By engaging us to carry out the Services on your behalf, you agree that any claim of any sort whatsoever arising out of or in connection with this engagement shall be brought only against the party with which you contract and that no claims in respect of our engagement will be brought personally against any other persons involved in performance of the Services, whether actual or deemed servants or agents of us or not, or any director or other personnel of Fiduchi.

4.1.2. If we are responsible for the selection and engagement of counsel, experts, agents, lawyers or other professional persons to provide advice or assistance, or to act on your behalf, such counsel, experts, agents, lawyers or other professional persons will be engaged by us as your agent and you will be responsible for their charges, in addition to our own. We shall not be responsible for any act or omission of such counsel, experts, agents, lawyers or other professional persons.

4.1.3. No liability shall arise for any failure or delay in the performance of any obligations in connection with the Services which arises: (a) out of circumstances which are beyond our reasonable control; or (b) the failure of our computer or communication systems.

4.1.4. You undertake and unconditionally agree at all times to hold us, our appointees and Employees harmless and fully and effectively to indemnify them (and their successors, heirs and personal representatives) to the greatest extent permitted by law against all actions, suits, proceedings, claims, demands, costs, expenses and liabilities whatsoever which may arise from the provision of the Services and or acting on the instructions of you, other than liabilities arising from the fraud, wilful default or gross negligence of the party sought to be made liable.  You undertake to reimburse us for all costs and expenses (including legal and other professional fees and outlays) which are incurred by us in connection with investigating, pursuing or defending any such claim or proceeding, other than liabilities arising from fraud or gross negligence. This indemnity shall continue in force without limit in time, whether or not we are continuing to provide the Services and without prejudice to any other indemnity given in our favour.

4.1.5. Save to the extent that liability may not as a matter of law be excluded or limited, our aggregate liability in contract and in tort (including negligence) or under statute or for any claims of any sort (including interest and costs) arising out of or in connection with a Managed Entity (or a group of Managed Entities having wholly or partly the same ownership or instigation) shall be limited to the lower of (i) ten times the fees charged to you by us in respect of the Services as at the date the claim is settled or (ii) £2,000,000 (two million pounds sterling) in respect to any one claim, unless otherwise agreed in writing with you. This is agreed as a reasonable limitation on our liability.

4.1.6. Save to the extent that liability may not as a matter of law be excluded or limited, our liability for any claim shall be proportionately reduced by the extent to which any other party is liable at law (disregarding any contractual limitation on liability, insolvency or other impediment to recovery) for the same loss or damage to the same claimant.

4.1.7. Where you comprise more than one party, the limit of our liability will be divided amongst all such parties.

4.1.8. For the purpose of assessing the contribution to the loss or damage in question of any other person pursuant to the preceding paragraph, it is agreed that no account shall be taken of any limit imposed on the amount of liability of such person by any agreement made before the loss or damage in question occurred or such person being impecunious or unable to pay for any other reason.

4.1.9. You remain responsible for any commercial decisions that you make, and in taking such decisions regard must be had to the restrictions and scope of the Services and to the large number of other factors, commercial and otherwise, of which you and your other advisers are, or should be, aware from sources other than us and the Services provided by us. We, our appointees or Employees shall not be liable for: (a) any adverse legal, tax or other consequences which may be caused by the your activities of or by any person connected with you; (b) any adverse legal, tax or other consequences which may be caused by the use to which a Managed Entity is put by you or by any person connected with you; or (c) any loss or damage which may arise out of your commercial decisions or any person connected with you.

1.1.10. We, our appointees or Employees shall not be liable for any indirect or consequential economic loss or damage suffered by you.

1.1.11. The provisions of this clause 4 are without prejudice to any other limitation of liability or indemnity given in favour of us, any appointees and/or Employees, and shall remain in full force and effect notwithstanding termination.

4.2. Your Covenants and Undertakings

4.2.1. You confirm undertake and covenant that:

4.3. Force Majeure

4.3.1. We shall not incur any liability for any failure or delay in the performance of the obligations under these Terms of Business arising out of or caused directly or indirectly by circumstances beyond our reasonable control (including acts of God, earthquakes, fires, floods, wars, civil or military disturbances, sabotage, terrorism, epidemics, riots, interruptions, loss or malfunctions of utilities, computers (hardware or software) or communication services, accidents, labour disputes, acts of any civil or military authority or governmental action), provided however that we shall use our best endeavours to resume performance as soon as reasonably possible.

4.3.2. We have a disaster recovery plan in place should our ability to carry out the Services be affected by acts of God, earthquakes, fires, floods, wars, civil or military disturbances, sabotage, terrorism, epidemics, riots, interruptions, loss or malfunctions of utilities, computers (hardware or software) or communication services, accidents, labour disputes, acts of any civil or military authority or governmental action). However, you acknowledge that if such an event occurs and the disaster recovery plan has to be put into place, there will be certain delays and restrictions on the Services we will be able to provide to you during this time.  We shall not incur any liability for any failure or delay in the performance of the Services or our obligations under the Terms of Business during such an event. We undertake to keep you updated if such an event does occur but you acknowledge that such an event may make communication difficult.

5. DISCLOSURE AND PROVISION OF INFORMATION

5.1. In this clause 5, “Disclosure Laws” means:

and, in each case, any implementing laws, regulations and secondary legislation and any successor legislation thereto.

5.2. In this clause 5, the terms “nominated person”, “defined person”, “Commission”, “register”, “registrar”, “entity”,  “relevant entity legislation”, “local competent authority”, “beneficial owner information” and “significant person information” shall have the same meaning as in the Disclosure Laws.

5.3. In this clause 5, the term “Disclosable Information” means any or all of the following:

5.4. It is agreed that in respect of any Managed Entity which is an entity under the Disclosure Laws you shall appoint Fiduchi (and, in particular, such Fiduchi entity as we specify) as the nominated person of the entity and agree that the Fiduchi entity appointed as nominated person shall be permitted to provide any Disclosable Information in accordance with the Disclosure Laws.

5.5. Where a local competent authority requires the relevant Fiduchi entity which is the nominated person for a Managed Entity which is an entity (and thereby is also a defined person for the purposes of the Disclosure Laws) by notice in writing to:

then you agree that (where the Disclosure Laws require the Fiduchi entity acting as nominated person to provide any information or document (including but not limited to the Disclosable Information or any information or documentation required by a local competent authority following notice in writing)) the provision of such information shall not (in accordance with the provisions of the Disclosure Laws) constitute a breach of confidentiality. We accept no responsibility or liability arising directly or indirectly as a result of our need to comply with the provisions of the Disclosure Laws.

For the avoidance of doubt, we shall not disclose any information which is the subject of legal professional privilege.

5.6. In addition to the undertakings and covenants contained at clause 4 of these Terms, you undertake and covenant that:

5.7 Any failure to provide such information as we request pursuant to the Disclosure Laws is likely to delay work on your behalf and shall entitle us to terminate our client relationship with you. We accept no responsibility or liability arising directly or indirectly as a result of our need to do this.

6. TERMINATION

6.1. Subject always to any operative provisions concerning termination of Services in any constitutional documents of a Managed Entity (for example, termination provisions contained in a trust deed), either of you or us shall be entitled to terminate this contract upon the expiration of not less than 60 Business Days’ written notice being given by one to the other of the parties hereto.

6.2. Notwithstanding the provisions of clause 6.1 we reserve the right to terminate the provision of our Services immediately (to the fullest extent permitted by law) in the event that we consider that there is reasonable cause for us to do so including without prejudice to the generality of the foregoing if you and/or the Managed Entity has breached any of the Terms, we become aware that you and/or the Managed Entity and/or the Services are or may be subject to investigation by any judicial, regulatory or tax authority in any part of the world or that criminal proceedings are instituted or are threated against you and/or the Managed Entity or with respect to the Services or otherwise or our good standing and reputation is or may be adversely affected by a continuing relationship with you and/or the Managed Entity.

6.3. Where we cease to act for you (including on termination of our contract with you, regardless of who terminates the contract) (a) our duty of care to you under our contract with you or any other provision of law will cease, (b) we shall be entitled to recover all fees (including any applicable exit fees) and disbursements chargeable up to and subsequent to the date of such cessation (including any fees and disbursements incurred in concluding the matter and/or transferring your files) and (c) we shall bear no liability or responsibility for the consequences of such cessation.

6.4. For the avoidance of doubt, it is agreed that where any fees, expenses or disbursements are payable to us by you then we may exercise the lien contained at clause 3.5 of these Terms.

7. GENERAL

7.1. Conflicts of Interest

7.1.1. We reserve the right to provide a wide range of services for a large number of clients and may provide services to other clients, which you might regard as giving rise to a conflict of interest. Whilst we have established procedures to identify such situations, we cannot be certain that we will identify all of those which exist or may develop, in part because we cannot always anticipate what a company might perceive to be a conflict.

7.1.2. We request you notify us of any conflicts relating to the Services of which you are or become aware. Where any such conflicts are identified and we believe that your interests can be properly safeguarded by the implementation of appropriate procedures, we will discuss and agree with you the arrangements which we will put in place to manage the conflict and preserve confidentiality and to ensure that the provision of Services is wholly objective but otherwise we may cease to act for you immediately upon giving notice in writing to you and without any further liability on our part.

7.1.3. Unless you have specifically retained us to act for you in all matters, we are not precluded in any other circumstances from acting for another party in any transaction or litigation with which you are associated.

7.1.4. Unless otherwise specifically agreed in writing, we maintain the right to decide on the course to be adopted in the handling of any matter and the appropriate personnel to undertake the work.

7.2. Data Protection

7.2.1. In this clause 7, “Data Protection Laws” means (to the extent applicable):

and, in each case, any implementing laws, regulations and secondary legislation and any successor legislation thereto.

7.2.2. We shall act in accordance with the requirements of the Data Protection Laws to the extent that they apply in respect of our activities and maintain such notifications with any relevant authorities as may be required under any Data Protection Laws. In all cases we seek to ensure compliance with the Data Protection Laws. As part of our commitment to protecting your privacy, we have published our Privacy Statement and Personal Data Protection Policy in accordance with the relevant legislation, which form an integral part of these Terms.

7.2.3. You acknowledge that, in addition to the requirements of the Data Protection Laws, we may be obliged to comply with other data protection regulations, laws or orders from time to time and you consent to our sharing of information to enable us to comply with any such regulations, laws or orders.  In the event that it becomes necessary for such personal data on you to be sent outside the European Economic Area, unless you inform us in writing to the contrary, we shall assume that you consent to such transfer of your personal data.

7.2.4. The terms “Controller”, “Processor”, “Processing” and “Personal Data”  and “sensitive Personal Data” shall have the meanings given to them in the Data Protection Laws (where applicable).

7.2.5. We shall not use any Personal Data, sensitive Personal Data or privileged or confidential information relating to the you or to any matter handled by us on your behalf (“Information”), unless and except:

7.2.6. You expressly agree that pursuant to these Terms, Fiduchi may serve as both a data Controller and a data Processor and in particular that:

7.2.7. You acknowledge and accept that we may disclose Information to (i) credit reference or fraud prevention agencies, which may retain a record of the Information disclosed to it; (ii) other professional advisers instructed by you or on instructed by us on your behalf; (iii) service providers that provide services to us (including, without limitation, our insurers, auditors and advisers and providers of telecommunications and computing facilities); (iv) individuals within your organisation and members of your group, if any; and (v) to third parties for marketing purposes and/or business development purposes where specifically permitted under these Terms or where the Client has provided prior written authorisation for such disclosure.

7.2.8. We shall not, however, disclose personal data to any third party or allow any third party to use such data other than in compliance with the Data Protection Laws and the conditions stated in these Terms.

7.2.9. Prior to disclosing (or authorising the disclosure of) any Information to us, you shall ensure that you have a lawful basis for the purposes of the Data Protection Laws to make or authorise such disclosure to us. For the purposes of this clause, “lawful basis” may include (without limitation) obtaining all and any necessary consents in order to enable the lawful processing of the personal data and maintaining a record of any such consents (or ensuring that such a record is maintained).

7.2.10. Should any relevant consent be revoked by a data subject, then (i) you shall promptly communicate the fact of such revocation to us; and (ii) we shall not be liable for any additional costs, claims or expenses arising from any disruption or delay to any of our services as a result of the withdrawal of such consent.

7.2.11. You shall comply in all respects with all the Data Protection Laws which are applicable to you in performing your obligations under or pursuant to these Terms and in connection with the Services we provide to you. Without prejudice to the generality of the foregoing, you (including, where applicable, your directors, employees, agents and affiliates) shall (i) comply with applicable Data Protection Laws in relation to any personal data that is processed by us in connection with the Services we provide to you Client; and (ii) where required, bring our Privacy Statement and Personal Data Protection Policy (which form an integral part of these Terms) to the attention of any data subjects on whose behalf or account you may act, or whose personal data will be disclosed to any person by virtue of the Services we provide to you, including (without limitation and where applicable) any of your directors, employees, agents, affiliates, advisers, representatives, office holders or beneficial owners.

7.2.12. We reserve the right, to be exercised by us in our absolute discretion, not to disclose to the Client any Information relating to any person other than the Client that we receive.

7.2.13. Fiduchi has a data protection officer and should you have any queries, the data protection officer can be contacted by email: dpo@fiduchi.com.

7.3. Client Identification, Anti-Money Laundering and Financing of Terrorism Procedures and Bribery and Corruption Prevention Measures

7.3.1. Under legislation designed to combat money laundering and the financing of terrorism, we must comply with certain statutory duties, including (but not limited to) the obligation to verify the identity and place of residence of each of our clients and the obligation to verify the source of any funds received from or on behalf of clients. Anti-money laundering identification procedures in line with our statutory obligations have been put in place for individual and corporate clients and you are obliged to meet these requirements. Any failure to provide such information as we request pursuant to anti-money laundering and financing of terrorism procedures is likely to delay work on your behalf and shall entitle us to terminate our client relationship with you. We accept no responsibility or liability arising directly or indirectly as a result of our need to do this.

7.3.2. As required by law and for the protection of all our clients, we operate a money laundering reporting and counter-financing of terrorism procedures. All communications between us (and all work done on your behalf) is confidential however, in certain circumstances, information and documentation must be revealed by us to the appropriate authorities in relation to any suspicion of money laundering or the financing of terrorism. We are prohibited from notifying you of the fact that a report has been made. We accept no responsibility or liability arising directly or indirectly from the requirements of money laundering or counter-financing terrorism legislation or from our compliance with the requirements of any authority in respect of that legislation.

7.3.3. As required by law and for the protection of our clients, we have measures in place to prevent the occurrence of bribery and corruption. Where we are aware of or suspect the occurrence of any bribery or corruption in connection with the Client (and/or the Managed Entity) we may (i) refuse to act for you in relation to any new matter, (ii) refuse to continue to act for you or to follow your instructions in relation to a matter or (iii) terminate our contract with you at our sole and absolute discretion. We accept no responsibility or liability arising directly or indirectly as a result of our need to do this.

7.4. Communication and Electronic Transmission of Information

7.4.1. By instructing us, you consent to communication by telephone, post, facsimile, e-mail, video-link and all and any other forms of electronic communication (including, without limitation, electronic messenger services) between you and us and between us and third parties unless you notify us to the contrary. We shall not be liable for (i) any delay, misdirection, interception, corruption, loss or failure, or for any unauthorised redirection, copying or reading, of any communication sent by mail, facsimile, e-mail or via any other form of electronic communication; or (ii) the effect on any computer system of any e-mail or e-mail attachment or virus or electronic communication or document or file sent via electronic communication that may be transmitted by us.

7.4.2. We may monitor all e-mails sent to or from us for compliance with our internal policies and to protect our business. Anything sent by e-mail which does not relate to our official business is neither given nor endorsed by us.

7.4.3. The electronic transmission of information cannot be guaranteed to be secure or virus or error free and such information could be intercepted, corrupted, lost, destroyed, delayed or incomplete or otherwise be adversely affected or unsafe to use. You recognise that systems and procedures cannot be a guarantee that transmissions will be unaffected by such hazards.

7.4.4. We each confirm that we accept the risks of, and authorise, electronic communications between us. We each agree to use commercially reasonable procedures to check for the then most commonly known viruses before sending information electronically. We will each be responsible for protecting our own systems and interests in relation to electronic communications and neither you nor us (in each case including our respective partners, employees or agents) shall have any liability to each other on any basis, whether in contract, tort (including negligence) or otherwise, in respect of any error, damage, loss or omission arising from or in connection with the electronic communication of information between us and our reliance on such information.

7.4.5. The exclusion of liability in the previous paragraph shall apply to the extent that such liability cannot by law be excluded.

7.4.6. We shall not be responsible for any loss, damage, costs or expenses that you may suffer or incur as a result of the inaccuracy or incomplete nature of instructions that you give to us or that are purportedly given by or on your behalf, including, without prejudice to the generality of the foregoing, any liability for incorrect and/or fraudulent payments and/or bank account transfers.  

7.4.7. In order to protect both you and us against the risk of cyber-attack, any email from us with new and/or amended account details in relation to the transfer of any funds should first be verified by you by telephone, and not by email response, by speaking with your usual Fiduchi contact.

7.5. Trusteeships and Executorships

7.5.1. The terms of any trusteeship, executorship or foundation business undertaken by us are primarily governed by the terms of the relevant trust instrument, will, foundation charter and regulations or constitutional documents and the relevant governing law; however the provisions of these Terms shall apply so long as the same shall not be inconsistent therewith.

7.5.2. No collateral contract or any obligation upon us shall arise by reason only that any settlor, testator, founder or other person shall before or after our appointment have expressed wishes regarding the exercise our powers or discretions.

7.6. Court Applications  

7.6.1. If we consider that we are, or may be or become, subject to conflicting claims in respect of the Services, or any other property, we may at our entire discretion take such steps as we may deem necessary (including an application to the Court in any jurisdiction by way of interpleader or analogous process) to safeguard our interests and shall not in any event be liable for complying with any order of any Court of competent jurisdiction. Except where we are prohibited by law or by order of a competent authority from disclosing to you, we will give you a reasonable period of notice of any such steps which we propose to take.

7.6.2. We shall be entitled, without liability to you pending determination of any such conflicting claim, to refuse to provide or deliver to you, all or any of the Services or any other property which are the subject of conflicting claims or to act in any other manner that might prove to be improper upon the final determination of the conflicting claims. We shall be entitled to charge you with the amount of any legal or other costs incurred by us in safeguarding our interests as aforesaid.

7.7. Recording of Telephone Calls

7.7.1. We may record telephone conversations for the purpose of providing the Services, for training purposes and to evidence compliance with instructions or regulatory requirements and you consent to such recording. Any recordings made shall be and remain our property and we shall have the authority to deliver copies or transcripts of such recordings to any person including a court, tribunal, arbitrator or regulatory authority as it sees fit.

7.8. Waiver

7.8.1. No failure, delay or forbearance by us in the exercise or enforcement of any rights available to us shall amount to or be deemed to be a waiver of any such rights.

7.9. Severability

7.9.1. Each clause, term or provision of these Terms of Business constitutes a separate and independent provision of these Terms of Business. If any clause, term or provision of these Terms of Business is determined by any court or authority of competent jurisdiction to be void, illegal or unenforceable, the remaining clauses, terms and provisions shall continue in full force and effect.

7.10. Notices

7.10.1. Any notice required to be given hereunder shall be in writing addressed to the party concerned at its address from time to time notified to the other for the purpose, failing which the last known usual address of such party. Any notice:

7.11. Use of our Name

7.11.1. Our names, addresses, telephone, fax numbers, e-mail addresses and website address shall not (without our prior written consent) be used by you in or on any notepaper or other documentation or in any advertising material.

7.12. Variation of These Terms of Business

7.12.1. We may vary, amend, substitute, delete or add to these Terms of Business and our scale of fees from time to time as we think fit without your prior written consent. We will endeavour, in so far as is practicable, to provide you with reasonable prior notice in writing of any material amendments. A current copy of these Terms of Business may be inspected during normal business hours at the registered office of Fiduchi Group Limited for the time being. Any amendment will take effect and be binding when the revised terms become available for inspection at such office or by their publication on our website (www.fiduchi.com).

7.13. Acceptance

7.13.1. These Terms of Business will apply in respect of all Services actually provided by us, whether or not there shall be in existence any written or other express acceptance.

7.14. Regulatory Authorisation

7.14.1. Fiduchi Limited and certain of its subsidiaries are regulated by the Jersey Financial Services Commission under the Financial Services (Jersey) Law 1998, as amended, to carry out Trust Company Business. A full list of Fiduchi’s regulated entities is available on request.

7.14.2. Fiduchi Fund Services Limited is regulated by the Jersey Financial Services Commission under the Financial Services (Jersey) Law 1998, as amended, to carry out Fund Services Business.

7.14.3. A full list of Fiduchi’s regulated entities is available on request.

7.15. Commissions

7.15.1. To the extent that you have been introduced to us by a third party (an “Introducer”) it may be the case that we shall pay certain fees or commissions including but not limited to payments (including introductory fees or commission sharing arrangements) to such Introducer. Where we have such a relationship with an Introducer, we shall, where required by any relevant code of practice (including but not limited to the Code of Practice for Trust Company Business), be open and transparent about the payment of such fees and charges to such Introducer.

7.15.2. Where you have been introduced by us to an Introducer, we shall communicate to you that we have been so introduced by the Introducer and that we may pay the Introducer any or all of the payments referred to in the preceding paragraph of these Terms.  We may provide such communication either in writing (whether in our Letter of Engagement or elsewhere) or verbally and you agree that such communication is fair, adequate, not misleading, open and transparent.

7.15.3. For the avoidance of doubt, nothing in the preceding two paragraphs of these Terms entitles you to request any contractual document between us and any Introducer.

7.16. Queries, Complaints and Disputes concerning Fees or Services

7.16.1. Where you have any queries regarding these Terms (including but not limited to any doubt as to any aspect of the services that we are providing or the basis on which they are being delivered) you should address such queries in the first instance to the relevant director that is responsible for your business.

7.16.2. In the event of a compliant concerning (a) the Services or (b) our fees and/or disbursements, you should write to the relevant director that is responsible for your business. We reserve the right to determine whether a question or comment raised by you amounts to a complaint unless you specifically notify us that the item raised is a complaint.

7.16.3. Where there is a dispute or complaint (whether concerning (a) the Services or (b) our fees and/or disbursements) we shall try to resolve such dispute or complaint with you to the satisfaction of both parties.

7.16.4. Unless expressly agreed with you to the contrary, we will provide a written acknowledgment to you within 5 Business Days of receipt of a complaint confirming that the complaint has been received and is being considered. All complaints will be investigated by either our Managing Director or Director of Operations, who will thoroughly investigate the complaint and keep you informed about the progress of the complaint, including the details of any actions being taken to resolve your complaint, and will advise you in writing when it considers the complaint to be closed. If the compliant is not upheld following the investigation then we shall clearly state to you the reason for rejecting the complaint.

7.16.5. If the complaint is not resolved to the complainant’s satisfaction, you may (where applicable) make a further complaint (whether in respect of Services that relate to Trust Company Business, Fund Services Business, General Insurance Mediation Business (which is covered by the “GIMB Code”) or otherwise) to the Jersey Financial Services Commission, PO Box 267, St Helier, Jersey, JE4 8TP (https://www.jerseyfsc.org/about-us/making-a-complaint/) or (if appropriate) to the  to the office of the Channel Islands Financial Ombudsman, at PO Box 114, Jersey, Channel Islands, JE4 9QG (www.ci-fo.org).

7.16.6. The provisions of this clause are without prejudice to the jurisdiction of the courts as to any dispute between a Client or former Client and us as to fees and/or disbursements or any complaint.

7.17. Proper Law

7.17.1. These Terms of Business and our Letter of Engagement (if any) shall be governed by and construed in accordance with the laws of the Island of Jersey and you hereby agree to submit to the non-exclusive jurisdiction of the Jersey courts in connection with any claim, difference or dispute which may arise out of or in connection with these Terms of Business and any Letter of Engagement and the provision of the Services and further waive the right to object to an action brought in the Jersey courts on the basis of an action brought in an inconvenient forum.