Basel Group

Terms & Conditions of Business

TERMS AND CONDITIONS OF BUSINESS - JERSEY

The following Terms and Conditions (the "Terms") will be deemed to have been agreed by the Client by the acceptance of any of the Services. These Terms and Conditions of Business (the "Terms") are intended to set out a basis on which the Administrator shall act and the respective areas of responsibility of the Administrator and the Client.  The Administrator may revise the Terms and the Scale of Fees from time to time without the prior consent of the Client.  A copy of these Terms, as amended from time to time, is available on the Administrator’s website www.baselglobal.com.  The Client shall be bound by any revision of the Terms as and when a copy of the revised Terms becomes available for inspection on the Administrator’s website and at its Registered Office, unless the Client has requested that they be notified of any amendments to the Terms in hard copy, in which case the Client will be deemed to have received notification of the revised Terms five days after the mailing of the said Terms.

Definitions

Administrator means Basel Trust Corporation (Channel Islands) Limited and/or any subsidiary and/or any affiliated entity.

Appointees mean all persons or bodies corporate provided by the Administrator to act as a director or other officer, trustee, manager, signatory or shareholder of any Managed Entity.

Client means any person to whom the Administrator provides Services and, in the case of an individual, includes his heirs, personal representatives and assigns and, in the case of a body corporate, includes its successors and assigns.

Employees means the directors, officers, consultants and employees (as appropriate) of the Administrator.

Managed Entity means any body corporate, partnership, trust, association or other person, and multiples thereof, in respect of which Services are provided.

Management Agreement means any agreement in writing entered into between the Administrator and the Client and/or the Managed Entity relating to the Services.

Scale of Fees means the Scale of Fees and Expenses issued from time to time by the Administrator in respect of its charges.

Services means all services carried out by the Administrator or performed for or on behalf of, or in connection with (whether before or after its

establishment), any Managed Entity (including but without limitation the provision of trustees, directors and shareholders and the administration of the Managed Entity).

In the event of any conflict between the terms of the Management Agreement and the Terms and Conditions, the terms of the Management Agreement shall prevail.

 

Responsibilities of the Client

The Client must ensure that at all times sufficient funds are held either on the bank account of the Managed Entity or on the Client Account of the Administrator to facilitate payment of all statutory fees and professional fees (including the Administrator’s own) in respect of the Managed Entity.  The current minimum requirement in this respect is £5,000 (or sterling equivalent in any foreign currency).
 
The Administrator does not provide legal or tax advice.  It is the Client’s responsibility to ensure that they receive the correct professional legal and tax advice according to their circumstances, including their residence and domicile. The Client undertakes that such advice relates to the establishment of the Managed Entity and its proposed activities and that the Managed Entity complies with all applicable laws and regulations in all relevant jurisdictions. 

To comply with local and international anti money laundering legislation, the Administrator is required to obtain customer due diligence information and documentation on the Client.  In addition the Administrator may from time to time request additional information or documentation in relation to specific transactions.  It is essential that the Client responds to any such requests on a timely basis as failure to do so may result in there being a delay in the creation of the Managed Entity, or the processing of a transaction.  The Administrator reserves the right to not proceed with a transaction or to terminate the business relationship if the requested due diligence information is not provided within a reasonable timeframe, and shall not be responsible for any loss suffered by the Client as a result of such termination.  All information provided will be treated in strict confidence and will not be divulged to any third party without written consent, or unless under the compulsion of law. 

By accepting these Terms, the Client hereby confirms that:

(a) all assets which have or are to be introduced to the Managed Entity are of lawful origin and are not derived from, or otherwise connected, with any illegal activity;
any information or documentation will, to the best of the Client’s endeavours, be clear, accurate and true, and the Client hereby indemnifies

(b) the Administrator for any loss or damage resulting directly or indirectly from the provision of inaccurate or unclear documentation;
(c) the Managed Entity will not be engaged or involved directly or indirectly with any unlawful activity, or used for any unlawful purposes, nor in a manner that may damage the social or professional reputation of the Administrator;
(d) the Client will not cause or knowingly permit anything to be done which will or may be calculated to impose any criminal or civil liability on the Administrator;
(e) the Client will immediately notify the Administrator upon becoming aware of:
i) any event which could reasonably be foreseen to have a material effect on the Managed Entity or its assets or its activities (including, but without limitation, any act evidencing the insolvency of the Client, or commencing its liquidation, winding up, or dissolution), or upon the Administrator’s willingness to continue to provide Services;
ii) any actual or threatened litigation in any jurisdiction, or any actual or threatened investigation by any Judicial or Regulatory Authority and any progress thereof, and shall promptly provide such information as the Administrator may, at its discretion, require in respect thereof;
(f) the Client will not, without the prior consent of the Administrator, take any action, enter into any agreement or contract, give any undertaking, make any representation, or otherwise incur any liability on behalf of the Managed Entity;
(g) the Client will notify the Administrator before alienating, assigning, selling, pledging, or otherwise disposing of, or encumbering, any part of their interest in the Managed Entity;
(h) the Client will not assign, or transfer, all or any part of their rights, benefits and/or obligations under the Terms;
(i) the Managed Entity will not undertake any activities which will require a licence, consent or approval in any jurisdiction without first obtaining such licence, consent or approval or which will breach any conditions contained in any such licence, consent or approval;
(j) the Client shall provide such information as the Administrator may, in its discretion, require in order to comply with all applicable laws and regulations (including customer due diligence requirements) and to provide the Services.


Responsibilities of the Administrator

The Administrator will administer the assets of the Managed Entity in accordance with the Management Agreement and the Client’s instructions where applicable.  Subject to direct instructions (whether by letter, fax, email, telephone or otherwise) by the Client, the Administrator will seek to safeguard the assets of the Managed Entity.  The Administrator shall not be liable for any loss as a result of carrying out the Client’s instructions, subject to provisions within the law and being mindful of its fiduciary responsibility.


The Client accepts that the Administrator will use its best endeavours to carry out the Services and that no liability rests with the Administrator as a result of delays outside of its control caused by third parties, or others, involved in transactions.

Fees

The Client accepts that the Administrator charges fees in accordance with its published Scale of Fees, or as may be otherwise agreed in writing.  The Administrator reserves the right to vary its Scale of Fees from time to time.  The Administrator’s hourly charge-out rates are available on request.

On the anniversary of the formation/creation date of a Managed Entity, or when the amount of unbilled time exceeds £1,000 (or currency equivalent), the Administrator reserves the right to raise a bill to cover the administration costs. 

The Client accepts that all fee notes rendered fall due for prompt payment and must be settled within 21 days.  Where the Administrator holds funds under its control it will settle fees from these funds 7 days after the fee note has been sent to the Client.  In the event that sufficient funds are not held, funds will be requested or liquid assets will be sold.  For the avoidance of doubt, any time or work undertaken by the Administrator in pursuit of fees due to it will be considered chargeable.  The Administrator reserves the right to charge interest at a rate of 2% per month on any amounts outstanding after 21 days.

Third party charges and costs such as agent’s charges for incorporation, agent’s annual fees, government fees and disbursements will be settled from the bank account of the Managed Entity wherever possible, or failing which, will be re-invoiced by the Administrator for settlement as defined above.

In providing Services to the Managed Entity, the Administrator shall be entitled to be paid by the Managed Entity their normal charges for so acting and retain any brokerage or commission received in respect of any transaction to which the Managed Entity is party.

When the Administrator is requested to carry out work on an urgent basis, time incurred may be charged at a higher rate to take account of the priority placed on the matter and the fact that it may result in other work being deferred.


Any fees charged in advance by the Administrator will not be refundable should the Client decide to close the Managed Entity or to transfer it to another service provider.
 
In the event of non-payment of the Administrator’s fees, the Administrator has the right to hold a lien over any and all documentation that it has, including but not limited to the Managed Entity’s files and statutory records.

 

Intellectual Property
Save as expressly set out elsewhere in these Terms and Conditions, all correspondence files and records (other than statutory corporate records) and all information and data held by the Administrator on any computer system is the sole property of the Administrator for its sole use and neither the Client nor the Managed Entity thereof shall have any right of access thereto or control thereover.
At the termination of this Agreement the Administrator shall, at the cost of the Client, deliver to the Owner or the new administrator or trustee (if applicable and at the discretion of the Administrator) any statutory corporate records and copies of all documents reasonably necessary for the ongoing administration of the Managed Entity pertaining to the business and affairs of the Managed Entity in the possession of the Administrator provided that the Administrator shall have a lien against and shall not be required to make delivery of such records and documents until full payment has been made to the Administrator for all fees, disbursements and expenses due to it under these Terms and Conditions.


Complaints

Any complaint should be addressed to the Administrator at the address below.  The Administrator undertakes to investigate any complaint promptly and to do what it can to resolve the position.  If a complaint cannot be resolved within 14 days, the Administrator undertakes to advise the Client of the action being undertaken to investigate the Complaint and to provide the Client with the contact name of the person who is dealing with the Complaint.  If the Client is still not satisfied they may of course contact the Administrator’s regulatory body, the Jersey Financial Services Commission.


Communication

The Administrator is not liable for acting upon instructions, by letter, fax, telephone, email, or otherwise, given by the Client or any person that it reasonably believes to be authorized to give such instructions on behalf of the Client (the "Instructing Party"), without taking further action to verify the identity of any person purporting to be so authorized.

In the event that the Administrator believes the Instructing Party is not the person they purport to be, or that they are not authorized to give instructions in respect of the Managed Entity, or where the instructions are unclear, the Administrator may refuse to act upon the instructions until such time as it has clarified the matter(s) to its satisfaction.  The Administrator shall not be held liable for any delay, or loss (of whatever nature), arising as a result of such refusal.

In the event that the Client ceases to be contactable by the Administrator by agreed or reasonable methods, the Administrator shall take such action as it deems necessary either to continue to provide services to the Managed Entity, including, but without limitation, the distribution of assets to those beneficially entitled and the realization of assets as necessary to settle expenses, charges, liens and the Administrator’s fees, or to terminate the relationship.

The Client hereby irrevocably indemnifies keeps indemnified and holds harmless (to the maximum extent permitted by law) the Administrator and the Appointees and the Employees against any liabilities or losses suffered or incurred by any of them resulting from any action taken or not taken by the Administrator or any of its employees or the Appointees in good faith in reliance upon such instructions or requests provided by or on behalf of (or purportedly by or on behalf of) the Client (whether or not there was any legal obligation to rely upon or comply with such instruction or request).

 

Save where required to do so by law or agreed in writing by the Administrator, neither the Administrator nor the Employees nor the Appointees shall be under any obligation to comply with any instructions or requests notwithstanding that they may have been provided in accordance with these Terms and Conditions.


Severability

If any one or more of the provisions of the Terms becomes invalid, illegal or unenforceable in any respect, such provision(s) shall be severed from and the remainder and the validity, legality and enforceability of the remaining provisions of the Terms shall not be affected, or impaired, in any way.


Force Majeure

Neither the Administrator nor the Client shall be liable, nor due, to pay compensation as a result of any delay or default in performing their obligations under the Terms where such a delay or default is by virtue of "force majeure", such that the cause(s) is beyond that party’s reasonable control and occurring without its fault or negligence, such matters to include, but not be limited to, Acts of God, Government restrictions, wars, insurrections, catastrophic failure of a system(s), or computer virus.


Limitation of Liability

The Administrator shall not be liable for any mistakes of fact or error of judgement or for any acts or omissions of any kind, except for its own fraud, wilful misconduct or negligence.


Joint and Several Liability

Where the Client is more than one person, all obligations of the Client shall be joint and several.


EU Savings Directive (Jersey Regulations)

Following the implementation of the EU Savings (Tax) Directive and in common with other offshore jurisdictions such as Guernsey, the Isle of Man and Grand Cayman, the States of Jersey have agreed to require all paying agents under its jurisdiction to deduct tax in respect of interest payments made to an individual who is a resident of an EU country or to give that resident the option to have details of the interest payments forwarded to their relevant tax authorities.

If the above applies to you and you would prefer that, instead of deducting tax, we make a declaration to your tax office, please let us know in writing.  Otherwise we shall deduct tax at the current rate.  In addition, if you wish to claim residency in a tax authority other than the country shown on your passport or I.D. card, we shall need to see confirmation of your tax reference number issued by that authority.


Disclosure

The Client acknowledges that, in certain circumstances, the Administrator, the Appointees, the Employees or the Managed Entity may be obliged to give evidence and information to courts or authorities in connection with the affairs of the Managed Entity. The disclosure of such information will not be made to third parties unless required by law or regulation or where the failure to make such disclosure would, in the opinion of the Administrator, be prejudicial to the Administrator, the Managed Entity, the Appointees or the Employees.

 

Termination

The Terms and Conditions shall be terminated and all and any obligation to provide the Services shall cease immediately upon:-

(i) the Administrator giving notice in writing to the Client that:-

a) the Client has breached any of the Terms and Conditions; or
b) any Management Agreement has terminated for any reason whatsoever; or
c) in the Administrator’s opinion, the Client cannot meet its payment obligations hereunder or under any Agreement; or
d) any Employee of the Administrator has become aware that the Client and/or the Managed                Entity is or may become subject in any part of the world to investigation by any judicial or regulatory  authority or that  criminal proceedings are instituted or threatened against the Client or the Managed Entity

(ii) the Client giving notice in writing to the Administrator that the Administrator has breached any of the Terms and Conditions or the Management Agreement.

(iii) either party giving to the other not less than three months’ written notice of such termination (or such shorter or longer period as agreed between the Administrator and the Client).

Any termination of the Terms and Conditions is without prejudice to any accrued right or obligation of the parties.

Upon termination pursuant to this Clause, each of the Administrator, the Appointees and the Employees shall be entitled to make such retentions and receive such indemnities as it may require in respect of any actual or contingent liability, and may take such action as it deems necessary to limit such liability.

Notwithstanding termination of these Terms and Conditions or any Management Agreement the Administrator shall be entitled to its fees in accordance with the Scale of Fees (or if no such provision or any agreement is made then reasonable fees) for any work carried out by the Administrator for transferring the administration of or any assets forming part of the Managed Entity or any other similar or related work and all disbursements and expenses reasonably incurred in connection with such work.

Data Protection

The Administrator is registered with the Data Protection Authority and all information is treated in accordance with the Data Protection Law. Any information received will be treated in the strictest confidence. 

Governing Law

This Agreement shall be construed in accordance with the laws of the Island of Jersey and the parties hereby agree to submit to the non exclusive jurisdiction of the Courts of the Island of Jersey.

 

 

TERMS AND CONDITIONS OF BUSINESS - GENEVA

The following Terms and Conditions (the "Terms") will be deemed to have been agreed by the Client by the acceptance of any of the Services. These Terms and Conditions of Business (the "Terms") are intended to set out a basis on which the Administrator shall act and the respective areas of responsibility of the Administrator and the Client. The Administrator may revise the Terms and the Scale of Fees from time to time without the prior consent of the Client. A copy of these Terms, as amended from time to time, is available on the Administrator’s website www.baselglobal.com. The Client shall be bound by any revision of the Terms as and when a copy of the revised Terms becomes available for inspection on the Administrator’s website and at its Registered Office, unless the Client has requested that they be notified of any amendments to the Terms in hard copy, in which case the Client will be deemed to have received notification of the revised Terms five days after the mailing of the said Terms.

Definitions

Administrator

means BasTrust Corporation Limited and/or any subsidiary and/or any affiliated entity.

Appointees

mean all persons or bodies corporate provided by the Administrator to act as a director or other officer, trustee, manager, signatory or shareholder of any Managed Entity.

Client

means any person to whom the Administrator provides Services and, in the case of an individual, includes his heirs, personal representatives and assigns and, in the case of a body corporate, includes its successors and assigns.

Employees

means the directors, officers, consultants and employees (as appropriate) of the Administrator.

Managed Entity

means any body corporate, partnership, trust, association or other person, and multiples thereof, in respect of which Services are provided.

Management Agreement

means any agreement in writing entered into between the Administrator and the Client and/or the Managed Entity relating to the Services.

Scale of Fees

means the Scale of Fees and Expenses issued from time to time by the Administrator in respect of its charges.

Services

means all services carried out by the Administrator or performed for or on behalf of, or in connection with (whether before or after its establishment), any Managed Entity (including but without limitation the provision of trustees, directors and shareholders and the administration of the Managed Entity).

In the event of any conflict between the terms of the Management Agreement and the Terms and Conditions, the terms of the Management Agreement shall prevail.

Responsibilities of the Client

The Client must ensure that at all times sufficient funds are held either on the bank account of the Managed Entity or on the Client Account of the Administrator to facilitate payment of all statutory fees and professional fees (including the Administrator’s own) in respect of the Managed Entity.

The Administrator does not provide legal or tax advice. It is the Client’s responsibility to ensure that they receive the correct professional legal and tax advice according to their circumstances, including their residence and domicile. The Client undertakes that such advice relates to the establishment of the Managed Entity and its proposed activities and that the Managed Entity complies with all applicable laws and regulations in all relevant jurisdictions.

To comply with local and international anti money laundering legislation, the Administrator is required to obtain customer due diligence information and documentation on the Client. In addition the Administrator may from time to time request additional information or documentation in relation to specific transactions. It is essential that the Client responds to any such requests on a timely basis as failure to do so may result in there being a delay in the creation of the Managed Entity, or the processing of a transaction. The Administrator reserves the right to not proceed with a transaction or to terminate the business relationship if the requested due diligence information is not provided within a reasonable timeframe, and shall not be responsible for any loss suffered by the Client as a result of such termination. All information provided will be treated in strict confidence and will not be divulged to any third party without written consent, or unless under the compulsion of law.

By accepting these Terms, the Client hereby confirms that:

(a) all assets which have or are to be introduced to the Managed Entity are of lawful origin and are not derived from, or otherwise connected, with any illegal activity; any information or documentation will, to the best of the Client’s endeavours, be clear, accurate and true, and the Client hereby indemnifies

(b) the Administrator for any loss or damage resulting directly or indirectly from the provision of inaccurate or unclear documentation;

(c) the Managed Entity will not be engaged or involved directly or indirectly with any unlawful activity, or used for any unlawful purposes, nor in a manner that may damage the social or professional reputation of the Administrator;

(d) the Client will not cause or knowingly permit anything to be done which will or may be calculated to impose any criminal or civil liability on the Administrator;

(e) the Client will immediately notify the Administrator upon becoming aware of:

i) any event which could reasonably be foreseen to have a material effect on the Managed Entity or its assets or its activities (including, but without limitation, any act evidencing the insolvency of the Client, or commencing its liquidation, winding up, or dissolution), or upon the Administrator’s willingness to continue to provide Services;

 

ii) any actual or threatened litigation in any jurisdiction, or any actual or threatened investigation by any Judicial or Regulatory Authority and any progress thereof, and shall promptly provide such information as the Administrator may, at its discretion, require in respect thereof;

(f) the Client will not, without the prior consent of the Administrator, take any action, enter into any agreement or contract, give any undertaking, make any representation, or otherwise incur any liability on behalf of the Managed Entity;

(g) the Client will notify the Administrator before alienating, assigning, selling, pledging, or otherwise disposing of, or encumbering, any part of their interest in the Managed Entity;

(h) the Client will not assign, or transfer, all or any part of their rights, benefits and/or obligations under the Terms;

(i) the Managed Entity will not undertake any activities which will require a licence, consent or approval in any jurisdiction without first obtaining such licence, consent or approval or which will breach any conditions contained in any such licence, consent or approval;

(j) the Client shall provide such information as the Administrator may, in its discretion, require in order to comply with all applicable laws and regulations (including customer due diligence requirements) and to provide the Services.

Responsibilities of the Administrator

The Administrator will administer the assets of the Managed Entity in accordance with the Management Agreement and the Client’s instructions where applicable. Subject to direct instructions (whether by letter, fax, email, telephone or otherwise) by the Client, the Administrator will seek to safeguard the assets of the Managed Entity. The Administrator shall not be liable for any loss as a result of carrying out the Client’s instructions, subject to provisions within the law and being mindful of its fiduciary responsibility.

The Client accepts that the Administrator will use its best endeavours to carry out the Services and that no liability rests with the Administrator as a result of delays outside of its control caused by third parties, or others, involved in transactions.

Fees

The Client accepts that the Administrator charges fees in accordance with its published Scale of Fees, or as may be otherwise agreed in writing. The Administrator reserves the right to vary its Scale of Fees from time to time. The Administrator’s hourly charge-out rates are available on request.

The Administrator reserves the right to raise a bill to cover the administration costs at six monthly intervals or more frequently if the costs exceed CHF5,000.

The Client accepts that all fee notes rendered fall due for prompt payment and must be settled within 21 days. Where the Administrator holds funds under its control it will settle fees from these funds 7 days after the fee note has been sent to the Client. In the event that sufficient funds are not held, funds will be requested or liquid assets will be sold. For the avoidance of doubt, any time or work undertaken by the Administrator in pursuit of fees due to it will be considered chargeable. The Administrator reserves the right to charge interest at a rate of 2% per month on any amounts outstanding after 21 days.

Third party charges and costs such as agent’s charges for incorporation, agent’s annual fees, government fees and disbursements will be settled from the bank account of the Managed Entity wherever possible, or failing which, will be re-invoiced by the Administrator for settlement as defined above.

In providing Services to the Managed Entity, the Administrator shall be entitled to be paid by the Managed Entity their normal charges for so acting and retain any brokerage or commission received in respect of any transaction to which the Managed Entity is party.

When the Administrator is requested to carry out work on an urgent basis, time incurred may be charged at a higher rate to take account of the priority placed on the matter and the fact that it may result in other work being deferred.

Any fees charged in advance by the Administrator will not be refundable should the Client decide to close the Managed Entity or to transfer it to another service provider.

In the event of non-payment of the Administrator’s fees, the Administrator has the right to hold a lien over any and all documentation that it has, including but not limited to the Managed Entity’s files and statutory records.

Intellectual Property

Save as expressly set out elsewhere in these Terms and Conditions, all correspondence files and records (other than statutory corporate records) and all information and data held by the Administrator on any computer system is the sole property of the Administrator for its sole use and neither the Client nor the Managed Entity thereof shall have any right of access thereto or control thereover.

At the termination of this Agreement the Administrator shall, at the cost of the Client, deliver to the Owner or the new administrator or trustee (if applicable and at the discretion of the Administrator) any statutory corporate records and copies of all documents reasonably necessary for the ongoing administration of the Managed Entity pertaining to the business and affairs of the Managed Entity in the possession of the Administrator provided that the Administrator shall have a lien against and shall not be required to make delivery of such records and documents until full payment has been made to the Administrator for all fees, disbursements and expenses due to it under these Terms and Conditions.

Complaints

Any complaint should be addressed to the Administrator at the address below. The Administrator undertakes to investigate any complaint promptly and to do what it can to resolve the position. If a complaint cannot be resolved within 14 days, the Administrator undertakes to advise the Client of the action being undertaken to investigate the Complaint and to provide the Client with the contact name of the person who is dealing with the Complaint. If the Client is still not satisfied they may of course contact the Administrator’s regulatory body, the Association Romande des Intermédiaires Financiers.

Communication

The Administrator is not liable for acting upon instructions, by letter, fax, telephone, email, or otherwise, given by the Client or any person that it reasonably believes to be authorized to give such instructions on behalf of the Client (the "Instructing Party"), without taking further action to verify the identity of any person purporting to be so authorized.

In the event that the Administrator believes the Instructing Party is not the person they purport to be, or that they are not authorized to give instructions in respect of the Managed Entity, or where the instructions are unclear, the Administrator may refuse to act upon the instructions until such time as it has clarified the matter(s) to its satisfaction. The Administrator shall not be held liable for any delay, or loss (of whatever nature), arising as a result of such refusal.

In the event that the Client ceases to be contactable by the Administrator by agreed or reasonable methods, the Administrator shall take such action as it deems necessary either to continue to provide services to the Managed Entity, including, but without limitation, the distribution of assets to those beneficially entitled and the realization of assets as necessary to settle expenses, charges, liens and the Administrator’s fees, or to terminate the relationship.

The Client hereby irrevocably indemnifies keeps indemnified and holds harmless (to the maximum extent permitted by law) the Administrator and the Appointees and the Employees against any liabilities or losses suffered or incurred by any of them resulting from any action taken or not taken by the Administrator or any of its employees or the Appointees in good faith in reliance upon such instructions or requests provided by or on behalf of (or purportedly by or on behalf of) the Client (whether or not there was any legal obligation to rely upon or comply with such instruction or request).

Save where required to do so by law or agreed in writing by the Administrator, neither the Administrator nor the Employees nor the Appointees shall be under any obligation to comply with any instructions or requests notwithstanding that they may have been provided in accordance with these Terms and Conditions.

Severability

If any one or more of the provisions of the Terms becomes invalid, illegal or unenforceable in any respect, such provision(s) shall be severed from and the remainder and the validity, legality and enforceability of the remaining provisions of the Terms shall not be affected, or impaired, in any way.

Force Majeure

Neither the Administrator nor the Client shall be liable, nor due, to pay compensation as a result of any delay or default in performing their obligations under the Terms where such a delay or default is by virtue of "force majeure", such that the cause(s) is beyond that party’s reasonable control and occurring without its fault or negligence, such matters to include, but not be limited to, Acts of God, Government restrictions, wars, insurrections, catastrophic failure of a system(s), or computer virus.

Limitation of Liability

The Administrator shall not be liable for any mistakes of fact or error of judgement or for any acts or omissions of any kind, except for its own fraud, wilful misconduct or negligence.

Joint and Several Liability

Where the Client is more than one person, all obligations of the Client shall be joint and several.

Disclosure

The Client acknowledges that, in certain circumstances, the Administrator, the Appointees, the Employees or the Managed Entity may be obliged to give evidence and information to courts or authorities in connection with the affairs of the Managed Entity. The disclosure of such information will not be made to third parties unless required by law or regulation or where the failure to make such disclosure would, in the opinion of the Administrator, be prejudicial to the Administrator, the Managed Entity, the Appointees or the Employees.

Termination

The Terms and Conditions shall be terminated and all and any obligation to provide the Services shall cease immediately upon:-

(i) the Administrator giving notice in writing to the Client that:-

a) the Client has breached any of the Terms and Conditions; or

 

b) any Management Agreement has terminated for any reason whatsoever; or

 

c) in the Administrator’s opinion, the Client cannot meet its payment obligations hereunder or under any Agreement; or

 

d) any Employee of the Administrator has become aware that the Client and/or the Managed Entity is or may become subject in any part of the world to investigation by any judicial or regulatory authority or that criminal proceedings are instituted or threatened against the Client or the Managed Entity

 

(ii) the Client giving notice in writing to the Administrator that the Administrator has breached any of the Terms and Conditions or the Management Agreement.

(iii)either party giving to the other not less than three months’ written notice of such termination (or such shorter or longer period as agreed between the Administrator and the Client).

Any termination of the Terms and Conditions is without prejudice to any accrued right or obligation of the parties.

Upon termination pursuant to this Clause, each of the Administrator, the Appointees and the Employees shall be entitled to make such retentions and receive such indemnities as it may require in respect of any actual or contingent liability, and may take such action as it deems necessary to limit such liability.

Notwithstanding termination of these Terms and Conditions or any Management Agreement the Administrator shall be entitled to its fees in accordance with the Scale of Fees (or if no such provision or any agreement is made then reasonable fees) for any work carried out by the Administrator for transferring the administration of or any assets forming part of the Managed Entity or any other similar or related work and all disbursements and expenses reasonably incurred in connection with such work.

Data Protection

The Administrator is subject to the Swiss Civil Code and all information is treated in accordance with the privacy rights contained in the Code. Any information received will be treated in the strictest confidence.

Governing Law

This Agreement shall be construed in accordance with the laws of Switzerland and the parties hereby agree to submit to the non-exclusive jurisdiction of the Courts of the Canton of Geneva.


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