Terms of business
These Terms of Business set out the terms upon which the Company provides Services to the Customers.
1. Definitions and Interpretation
AML/CFT means anti-money laundering and countering of the financing of terrorism.
Company means Altum Group or such of its subsidiaries or associates that provides Services to a Managed Entity pursuant to an agreement with a Customer.
Customer means the person who has agreed that the Company provides the Services to the Managed Entity.
Financial Crime means corruption, bribery, money laundering and/or terrorist financing.
Managed Entity means the person to which the Company provides the Services pursuant to an agreement with a Customer.
Scale of Fees means the scale of fees of the Company in force which may be revised from time to time without the consent of the Customer and/or the Managed Entity.
Services means the Services agreed in writing between the Customer and the Company to be provided by the Company to a Managed Entity.
Terms of Business means the Terms of Business of the Company from time to time in force.
In these Terms of Business:
- a reference to a “person” includes individuals, corporate bodies, partnerships, trusts, foundations, state-owned entities and governmental authorities; and
- a reference to a “Customer” may include a reference to a “Managed Entity” and vice versa
The Company has procedures in place to ensure that all information not publicly available and held by the Managed Entity or provided to the Company by or in respect of the Customer or in connection with the Services is treated as confidential and that it will not be released or disclosed to any third party without the permission of the Customer except where disclosure is required:
- under any applicable laws or regulations including automatic exchange of information laws and regulations which require the Company to report information on the Managed Entity and/or the Customer and/or persons connected to the Managed Entity or Customer to the Jersey tax authorities for forwarding to the tax authorities of other jurisdictions pursuant to the terms of intergovernmental agreements;
- by the terms of any order or other direction of a court of competent jurisdiction;
by any regulatory body having jurisdiction over the Company or the Managed Entity;
- (in the Company’s absolute discretion) in connection with;the proper carrying on of the Company’s business to its third party advisers and contractors;
any report under applicable AML/CFT legislation or anti-bribery/anti-corruption legislation; or defending the Company and any of its directors or employees against any claim threatened or brought by any person; or
by any third party engaged or proposed to be engaged to provide services to the Managed Entity in connection with the provision of such services or in order to comply with the third party’s regulatory and compliance requirements.
3. Provision of Services
In providing the Services, the Company does not hold itself out as giving advice on the laws or regulations of any jurisdiction and, in particular, the Company does not provide advice on matters relating to taxation in any jurisdiction.
4. Due Diligence and Compliance with Applicable Law
The Company is required to operate anti-money laundering and customer due diligence (CDD) measures and other checks in respect of the provision of the Services both before business take on and ongoing throughout the term of the relationship. The Company shall have the right to apply such checks and CDD measures (including verification of beneficial ownership and/or control, source of wealth, source of funds, identity and address and verification of capacity to give instructions) in respect of all aspects of the provision of the Services including enhanced CDD measures where appropriate. If the Customer fails to provide, when requested, any CDD information and documentation or if the Company suspects Financial Crime, the Company shall not be obliged to start providing the Services and/or shall be entitled to terminate or suspend the Services (as appropriate) and the Company shall have no liability for any losses arising directly or indirectly as a result of such termination or suspension.
Nothing in these Terms of Business or in relation to the provision of the Services will require the Company to do, continue or cease any act, practice or thing which would, directly or indirectly, by so doing, continuing or ceasing, be unlawful, illegal or immoral or contravene any applicable law, regulation or statute applicable in any jurisdiction in which it does (or does not do) any such act, practice or thing (including without limitation in relation to Financial Crime).
Each Managed Entity accepts that the Company may take whatever steps the Company considers necessary and/or appropriate to comply with Jersey law and the law of any other jurisdiction which the Company considers necessary or appropriate, including changing the Services.
The Company shall be entitled without notifying the Customer or the Managed Entity, to decline to act on instructions and/or delay or defer the provision of the Services where it suspects Financial Crime or where the acting on instructions or provision of the Services may lead to the Company committing an offence under applicable law or regulation.
The Company shall be authorised to answer any question and provide any information or documentation available to it regarding any Managed Entity, or a structure or transaction involving a Managed Entity:
(a) to any tax or other governmental authority if there is a statutory obligation to do so;
(b) to any regulatory or self-regulatory body authorised to control compliance with Jersey law or the law of any other relevant jurisdiction;
(c) to enable the Company to meet its regulatory obligations (including, without limitation, in relation to Financial Crime); or
(d) if the Company in its reasonable opinion believes that such is necessary or desirable for compliance with any applicable law or regulation or for defending the Managed Entity or the Company against any complaint or claim, whether under statutory law, contract law, tax law, or criminal law
5. IT System and Communications
In the event of the Company giving any notice to the Customer in connection with the Services, the Company shall do so by letter, fax, e-mail or telephone at the address or number notified to the Company.
The Company does not encrypt messages and the electronic transmission of information to and from the Company cannot be guaranteed to be secure or error free as it could be intercepted, corrupted, lost delayed or otherwise adversely affected or become unsafe to use. The Company will not be liable for any loss suffered by the Customer or any other person arising from the electronic transmission of information to and from the Company. If the Customer does not wish the Company to communicate with the Customer by any particular method then the Customer must instruct the Company accordingly.
The Company reserves the right to record telephone calls. Such recordings shall at all times remain the sole property of the Company and the Company shall have the authority to deliver copies or transcripts of such recordings to any court or regulatory authority of competent jurisdiction as it sees fit.
The Company shall be entitled to remuneration for the provision of the Services in accordance with the Scale of Fees in force from time to time or as specifically agreed with the Customer in addition to the reimbursement of proper expenses.
In addition, a disbursement charge of 3% of fees may be included in each invoice to cover general expenses, including, but not limited to, telephone calls, stationery, photocopying and printing charges.
All fees, expenses, disbursements and taxes, where applicable, shall be due for settlement within 30 days of the billing date. Interest at the rate of 1% per month may be added at the Company’s discretion to all fees and expenses which remain outstanding for more than 30 days.
Where any fees remain outstanding for more than 90 days the Company reserves the right to cease providing the Services until all outstanding fees and interest have been settled and an amount has been received on account of future fees. By ceasing to provide any Services any correspondence addressed to the Managed Entity will remain unanswered and any action required to be undertaken on behalf of the Customer or the Managed Entity will not be carried out.
The Company reserves the right to deduct such fees and expenses from funds and other assets and to realise any of the assets of the Managed Entity held by the Company for the Customer or the Managed Entity at such times as the Company shall think fit.
All fees charged to the Customer in advance shall be non-refundable in the event of the termination of the Services.
The Company does not seek to obtain commissions in connection with the provision of the Services. In the event of any such commissions being received, the Company will pay this in full to the Customer or the Managed Entity as appropriate.
8. The Company’s Liability
The Company shall exercise reasonable care and skill in carrying out the Services but shall not be liable for any loss or damage arising out of the performance of the Services unless the Company shall have been guilty of wilful misconduct or gross negligence.
The Company reserves the right, where appropriate, to require that the Customer purchases suitable directors and officers liability insurance cover where the Company provides directors or other officers.
9. The Customer’s Undertakings and Warranty
By agreeing that the Company shall provide Services to a Managed Entity, the Customer shall be deemed to undertake:
that any assets introduced to the Managed Entity have been or will be lawfully introduced and are not derived from or otherwise connected with any illegal activity;
that all information supplied by or on behalf of the Customer will be complete, accurate and not misleading as at the date that it is given and that the Customer will promptly inform the Company of any material changes in any such information;
that it will notify the Company in writing prior to any change in its legal or beneficial ownership or control and will, promptly upon request, supply all information and documents that the Company may require in respect of the proposed new legal or beneficial owner;
that, promptly upon request, it will supply all information and documents that the Company may require from time to time in respect of:the Customer, its beneficial owners and/or controllers and its directors; and the source of any funds paid to a Managed Entity; that the Managed Entity will not or shall not be caused to undertake, unless authorised to do so, any sensitive activities, as set out in the policy on sensitive activities published by the Jersey Financial Services Commission or any equivalent regulatory body in a relevant jurisdiction in which the Company provides Services; that it will not give instructions and/or make requests to the Company which will require or involve any unlawful act or contain any falsehood and that all information given will be accurate and not misleading; and that it will at all times hold the Company harmless and will indemnify the Company to the extent permitted by law against all actions, suits, proceedings, claims, demands, costs, expenses and liabilities whatsoever which may arise or accrue or be taken, commenced, made or sought from or against the Company in connection with the Customer or the Managed Entity arising from the provision of the Services other than liabilities arising from the wilful misconduct or gross negligence of the Company. This indemnity shall continue in force without limit in time and without prejudice to any other indemnity in favour of the Company.
The Company reserves the right to terminate the Services as follows:
Upon one month’s written notice from the Company to the Customer;
Immediately upon written notice to the Customer if:the Customer and/or the Managed Entity is declared insolvent or goes into liquidation (except a voluntary liquidation for the purposes of reconstruction or amalgamation upon terms previously approved in writing by the Company, such approval not to be unreasonably withheld or delayed) or is unable to pay its debts or commits any act of bankruptcy under the laws of any applicable jurisdiction or if a receiver is appointed in respect of any of the assets of the Customer and/or the Managed Entity;
the Customer and/or the Managed Entity is in material breach of the Terms of Business or the agreement pursuant to which the Services are provided which cannot be remedied or which can be remedied but fails to remedy that breach within 30 days of receipt of notice setting out the breach and requiring it to be remedied being given by the Company;
the Customer and/or the Managed Entity fails to inform the Company of any amendment to the purpose of the Managed Entity or of a change in the composition of shareholding/beneficial ownership of the Managed Entity;
the Customer is charged with any criminal offence involving dishonesty or is or has been the subject of any criminal, judicial or regulatory investigation in any jurisdiction;
the Customer and/or the Managed Entity has failed to provide to the Company all the documents and information that the Company requires in order to comply with relevant laws on AML/CFT or any other relevant regulation and guideline issued for the same purpose, or such information supplied is false or misleading;
For the avoidance of doubt, non-payment of fees payable to the Company constitutes a material breach.
In addition, the Company may immediately terminate the Services if it becomes illegal or impossible without breach of laws or regulations applicable to the Company for it to fulfil its obligations.
In respect of a Managed Entity, the Customer or the Managed Entity (where appropriate) may terminate the Services on giving to the Company one month’s written notice or immediately upon written notice if the Company is in material breach of the agreement pursuant to which the Services are provided which cannot be remedied or which can be remedied but fails to remedy that breach within 30 days of receipt of notice setting out the breach and requiring it to be remedied being given by the Customer or Managed Entity. If either the Customer or the Managed Entity serves notice to terminate the Services, the Company shall not be liable for non-performance of the Services during such notice period.
Upon termination of the Services for any reason, at the expense of the Managed Entity, the Company shall deliver or procure to be delivered to the Managed Entity, or as the Managed Entity shall direct, all books of account, records, registers, correspondence and other documents relating to the affairs of the Managed Entity in the possession of or under the control of the Company, save that any data, documentation, advice and know-how that the Company has created for its own internal purposes or received in its own personal capacity shall belong to and remain with the Company. In the event of such information not being provided, the Company reserves the right to arrange the resignation of the directors and officers provided by the Company without appointment of successors, to transfer any shares held by the Company’s nominees into the name of the Customer and to notify the Jersey Registrar of Companies or equivalent regulatory body in a relevant jurisdiction in which the Company provides Services that the Company is no longer providing the registered office.
The Company shall be entitled to invoice all fees and other moneys accrued up to the date of such termination but shall not be entitled to compensation in respect of such termination, and all invoices will become immediately due and payable by the Customer and/or Managed Entity.
All fees paid in advance by the Customer shall be non-refundable.
11. Customer Monies
Monies paid by the Customer to the Company may be received into the Company’s Customers Account.
All funds held on the Company’s Customers Account will earn interest which will be calculated on a quarterly basis. Where the interest earned in any calendar quarter exceeds the amount of £50.00 the amount of interest earned will be added to the balance of funds held. If there is no continuing balance the interest will be retained on the Company’s Customers Account to be set against future fees.
Where interest earned in any calendar quarter is less than £50.00 the Customer will have no entitlement to receive such interest which will be retained by the Company and held for its own benefit as the administrative costs of dealing with small amounts of interest would exceed the amount of the interest.
12. Record and Asset Retention
Following termination of the Services and subject to applicable law, regulation or order and/or any competent authority or body (regulatory or otherwise), or which it is required to retain for insurance, accounting or taxation purposes, or in support of actual or contemplated litigation, the Company shall have the right but not be under any obligation to retain, original records (excepting those returned to the Customer or transferred to any third party authorised by the Customer) or copies relating to the Customer or Managed Entity for any period or destroy at any time any originals or copies of such records .
Notwithstanding the termination of the Services, the Company will have a lien over, and will be entitled to retain, all records and assets relating to a Customer or Managed Entity until all the Company’s fees and expenses relating to that Customer or Managed Entity are settled in full.
13. Bribery and Corruption
The Customer and the Managed Entity (if not under the Company’s control) will, at all times, comply and will ensure that its directors, officers and employees comply with all applicable anti-bribery and anti-corruption legislation.
The Customer or the Managed Entity (if not under the Company’s control) agrees to notify the Company promptly in the event that the Customer or the Managed Entity or any person associated with the Customer or the Managed Entity is investigated, charged, prosecuted or convicted of an offence under local or international corruption and anti-bribery laws.
The Company reserves the right to decline a Customer’s instructions or terminate its contract with the Customer or Managed Entity at the Company’s discretion if the Company is made aware of or suspects the bribery or corruption.
14. Data Protection
By agreeing that the Company shall provide Services to a Managed Entity, the Customer agrees and acknowledges that the Company will receive, control, process and transfer personal data in accordance with all applicable laws and regulations.
15. Other Professional Services
Where the Company considers it is necessary or appropriate to seek advice as to the law which governs the Managed Entity upon any matter, the Company has the right to use the services of a lawyer qualified in the relevant jurisdiction to provide such advice and the Company shall be entitled to recover the costs thereof from the Managed Entity or the Customer as appropriate.
The Company further reserves the right wherever it considers it necessary or appropriate in providing the Services to delegate any of the Company’s responsibilities or functions to or to seek advice from any third party or agent, in all cases where this is deemed necessary. In all such cases the fees and disbursements of such third party or agent may be shown as a disbursement on the Customer’s next invoice, or be billed separately.
16. Services Provided to other Customers
The Company provides Services to other Customers and may be in a position where it is providing services to other Customers which may be regarded as giving rise to a conflict of interest. Where the Company becomes or is made aware of such circumstances, and where the interests of the Company and the Customer can be properly safeguarded, procedures will be discussed and agreed in order to preserve confidentiality and ensure that the advice and opinions received by the relevant entities are independent.
17. Use of the Company’s Name
Except where required as part of the Services or a legal or regulatory requirement, neither the Customer nor the Managed Entity shall use or cause or allow to appear the name, logo, postal, email or website address or telephone or fax number of the Company thereof on any documentation or in any advertising material without the Company’s prior written consent.
18. Other Agreements and Variation
These Terms of Business together with any other agreement or document entered into by the Company in relation to the provision of the Services shall constitute the entire agreement and understanding of the Company, the Managed Entity and the Customer in connection with the provision of the Services. In the event that there is any conflict between these Terms of Business and the provisions of any such other agreement or document then the provisions of such other agreements and documents shall prevail over these Terms of Business.
The Company reserves the right to vary these Terms of Business from time to time including during the course of provision of the Services. The publication of these Terms of Business as so varied from time to time on the Company’s website at www.lgltrustees.com shall constitute notice of such varied Terms of Business to all Managed Entities and current and prospective Customers.
Any complaint arising out of the provision of the Services shall be dealt with on a timely basis by the Company’s director responsible for the Customer’s affairs. That director will attempt to answer all complaints fully and promptly. In the event that the Customer remains dissatisfied the Company’s Managing Director will undertake an independent review.
The Company is required to keep a record of all complaints, such record being available for inspection by officers of the Jersey Financial Services Commission.
These Terms of Business and the provision of the Services shall be governed by and construed in accordance with the laws of the Island of Jersey or the laws of the jurisdiction in which the Services are delivered or performed.
The Customer and/or Managed Entity agrees to submit to the non-exclusive jurisdiction of the courts of the Island of Jersey or such other jurisdiction as notified to the Customer and/or Managed Entity in connection with the Services.
5 July 2022 Altum Group
Altum Group is the registered business name of Altum Trustees Limited.
Altum Trustees Limited and its participating members, Altum Secretaries Limited and Altum Fiduciary Limited, are regulated by the Jersey Financial Services Commission for the provision of Trust Company Business in Jersey.
Altum Trustees Limited is regulated by the Jersey Financial Services Commission for the provision of Fund Services Business in Jersey.