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 LGL Trustees Limited 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.

Scale of Fees means the scale of fees of the Company in force from time to time.

Services means the Services agreed in writing between the Customer and the Company to be provided by the Company to a Managed Entity.

Managed Entity means the person to which the Company provides the Services pursuant to an agreement with a Customer.

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.

2. Confidentiality

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

The Company is required to operate anti-money laundering 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 relationship.  The Company shall have the right to apply such checks and CDD measures (including confirmation of the 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 the Company shall be entitled to terminate or suspend the Services and the Company shall have no liability for any losses arising directly or indirectly as a result of such termination or suspension.

5. IT System and Communications

The Customer acknowledges and accepts that information that it provides to the Company and that is created by the Company in the course of the provision of the Services (Customer Data) will be processed by the Company in Jersey and backed-up in a third party data centre in Jersey.

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.

6. Remuneration

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.  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, expenses, disbursements and taxes, where applicable, shall be due for settlement in sterling within 14 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.

All fees charged to the Customer in advance shall be non-refundable in the event of the termination of the Services.

7. Commissions

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 use its reasonable endeavours and exercise due care 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 fraud, 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 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 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 fraud, 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.

By agreeing that the company shall provide Services to a Managed Entity the Customer shall be deemed to warrant that it has the right to supply to the Company personal data belonging to any individual connected with the Customer and the right, on behalf of each such individual, to agree to the Company processing that personal data in accordance with these Terms of Business.

10. Termination

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 Company, in its absolute discretion considers that:
    • the Customer or the Managed Entity is insolvent or liable to be subject to a creditors’ (insolvent) winding up or any equivalent or similar procedure in any jurisdiction;
    • the Customer is in breach of the Terms of Business;
    • there has been a change of 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 has failed to supply such AML/CFT information or documentation as the Company shall require, or such information supplied is false or misleading;
    • the fees levied by the Company have remained unpaid in whole or in part for more than 90 days after the invoice date.

The Customer may terminate the Services on giving to the Company one month’s written notice.

Upon termination of the Services for any reason the Customer shall immediately provide the Company details of the new service provider to whom all documentation is to be sent and of the officers to be appointed and, 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 that the Company is no longer providing the registered office.

The Company shall be entitled to charge and be paid for any work done in the transfer of the Customer’s business and 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

The Company will retain, in electronic form, records relating to the Customer or Managed Entity (excepting those returned to the Customer or transferred to any third party authorised by the Customer) for a period of 10 years after the expiry of which the Company may destroy 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. Data Protection

The Company will process personal data in compliance with all applicable laws and regulations and will take appropriate technical and organisational measures against the unauthorised or unlawful processing of personal data and against the accidental loss or destruction of, or damage to, personal data.

The Company will process personal data only:

  • to the extent that it is necessary for the purposes of the provision of the Services (including completing AML/CFT checks) or for regulatory, reporting or administrative purposes necessarily ancillary to the provision of Services;
  • in accordance with any request by the Customer; and
  • to provide the Customer with information, products and services which the Company considers may be of interest to the Customer.

The Company may disclose or use personal data in accordance with these Terms of Business provided that it is permitted to do so by applicable data protection legislation or regulations.

The Company will promptly comply with any request from the Customer requiring it to amend, transfer or delete personal data, except where this would be contrary to any applicable law or regulation.

If the Company becomes aware of any issue in relation to its processing of personal data or to its compliance with applicable data protection legislation that may affect the Customer, it will notify the Customer promptly and will provide such reasonable assistance to the Customer as the Customer may request.

14. 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.

15. 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.

16. 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.

17. Complaints

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.

18. Jurisdiction

These Terms of Business and the provision of the Services shall be governed by and construed in accordance with Jersey Law and the Customer submits to the non-exclusive jurisdiction of the Courts of Jersey.

 

24 May 2018 LGL Trustees Limited

Regulated by the Jersey Financial Services Commission for the provision of Trust Company Business and Fund Services Business in Jersey.

LGL Trustees is the Registered Business name of LGL Trustees Limited