terms and conditions - trust & company
These Terms and Conditions set out the terms upon which the Company provides Services to its Clients.
1. definitions
the Client means the person or persons at whose request the Company is providing the Services and which shall include:
- for a partnership, a company or association, its beneficial owners and/or instigators
- for an individual, the heirs, personal representatives and assigns
- for more than one person jointly and severally, their survivor or survivors, heirs, personal representatives and assigns
- for a company or other corporate body, its successors and assigns
- for a trust, its trustees
the Company means Alex Picot Trust Company Ltd and/or any of its subsidiaries and/or the officers and employees of the Company and its subsidiaries
Engagement means the Services we provide by the Engagement Letter
the Engagement Letter means the letter and attachments including these Terms and Conditions sent to the Client which sets out the basis of our contract with the Client and which constitutes the agreement between the Company and the Client
Loss means any loss, damage, costs or interest.
the Managed Entity or Entity means the trust, the company, or other entity for which the Services are provided
the Fees and Charges means the schedule of fees and charges of the Company in force from time to time
the Services means the services to be provided by the Company as specified in the Acceptance Letter
Terms & Conditions means the terms and conditions of the Company which are in force from time to time
2. confidentiality
All information not publicly available and provided by the Client to the Company is treated as strictly confidential and shall not be released or disclosed to any third party without the Client’s permission unless:
- required by law
- pursuant to Court Orders having legal effect in Jersey
- where the failure to make such disclosure would in our opinion be prejudicial to the Company
3. provision of Services
In providing the Services the Company does not hold itself out as having knowledge of the laws or regulations other than those applicable in Jersey and does not provide advice on matters relating to taxation in any jurisdiction other than Jersey.
The Client confirms that appropriate tax and other advice in relation to the establishment, use and management of the Managed Entity has been obtained.
4. due diligence
The Company is required to operate anti-money laundering and other checks and procedures in respect of all aspects of the provision of the Services and shall have the right to apply checks and procedures, including:
- source of funds
- identity and address
- verification of capacity to give instructions
The Client’s failure to provide this information and documentation shall entitle the Company to terminate or suspend the Services without responsibility or liability arising directly or indirectly as a result of such termination or suspension (see also Clause 10).
Information and documentation provided to the Company may be subject to disclosure and production pursuant to Court Orders having legal effect in Jersey. The Company will not comply with Disclosure Orders from other jurisdictions unless they are confirmed by the Royal Court of Jersey. By providing such information and documentation, the Client will be taken to have consented to the onward disclosure of such information to third parties where appropriate.
5. communication
The Company’s communication to the Client will be by letter, fax, e-mail or telephone at the address stated in the Engagement Letter or at any other address or number later notified to the Company.
The Company does not encrypt messages and cannot guarantee the security of any transmission by electronic means. If the Client does not wish to receive communication by any particular method, the Client shall instruct the Company in writing accordingly. The Company reserves the right to record telephone calls.
The Client’s communication to the Company can be verbal, by letter, fax, e-mail or telephone. The Company requires that any instructions from the Client regarding the Services will be confirmed in writing before action can be taken, unless otherwise agreed.
6. remuneration
Subject to the Engagement Letter the Company shall be entitled to remuneration for the provision of the Services in accordance with the Fees and charges in force from time to time in addition to the reimbursement of proper expenses. The Company reserves the right to deduct such fees and expenses from any of the Client’s funds held by the Company on behalf of the Client or the Managed Entity at such times as shall reasonably be considered appropriate.
The Company may sometimes require confirmation of the Client’s ability to fund a transaction. In the event that fees or disbursements remain outstanding, the Company may require payment before any further work is carried out.
All fees and charges shall be due for settlement within 30 days of the invoice date. The Company reserves the right to charge interest on any overdue amount at 1% per month. 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 the Services, correspondence addressed to the Managed Entity will remain unanswered and any action required to be undertaken on the Client’s behalf or on behalf of the Managed Entity will not be carried out.
Whenever appropriate the Company will provide the Client with an estimate of fees and charges in advance of the work to be carried out. This will be based on the assumption that the Company has timely access to the information required to complete the Engagement in a cost effective manner. The Company will advise the Client of delays or unexpected problems as they arise. This does not indicate a commitment to a fixed fee or a fixed timescale.
7. commissions
Save as otherwise agreed, the Company will be entitled to retain any commissions or other payments customarily or by usage, payable as a result of transactions entered into for the account of the Client or the Managed Entity. Details will be available on request.
8. liability
The Company will perform the Services with reasonable skill and care and acknowledge that the Company will only be liable for any Loss or damage caused by its negligence, breach of contract, fraud or wilful default, subject as follows:
- the Company will not be liable if such Loss is due to the provision of false, misleading or incomplete information or documentation or due to the acts or omissions of any person other than the Company
- unless otherwise agreed, the Company’s liability to the Client for any Loss or damage whatsoever caused by or arising from this Engagement shall not in aggregate exceed two million five hundred thousand pounds (£2,500,000) sterling, which sum shall include damages, costs or interests associated with a claim, or if greater, ten times the total fees invoiced under the Engagement Letter. All excess liability is excluded
- the Company reserves the right, where the Company provides directors or other officers, to require that the Client purchases suitable directors and officers liability insurance cover
9. Client responsibilities
It is the Client’s responsibility:
- to provide the Company with complete, accurate and timely instructions or information relevant to the Company’s Engagement. The Company will not be responsible for any consequences that may arise from the Client’s failure to do so
- to ensure that assets introduced to the Company or to the Managed Entity have been or will be lawfully introduced and are not derived from or otherwise connected with illegal activity
- not to give the Company instructions which will require or involve any unlawful act or contain falsehood and that all information given will be accurate and not misleading
- to keep the Company adequately informed as to all business to be transacted in the Client’s name or the accounts of the Client or the Managed Entity
- to use their best endeavours to ensure that the Managed Entity is run in a proper and business-like manner and complies with all applicable laws and regulations
- to enable compliance with all filing requirements in any applicable jurisdiction and that all taxes and governmental dues payable by the Managed Entity are discharged
- where the Services include the provision of officers not to take any action nor enter into contracts without the consent of the Company
- to hold the Company harmless at all times
- to 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 Client or the Managed Entity arising from the provision of the Services other than liabilities arising from the Company’s fraud, wilful misconduct or gross negligence. This indemnity shall continue in force without limit in time and without prejudice to any other indemnity in favour of the Company.
10. termination
The Company strives to provide a comprehensive and professional service to our Clients. It is important that there remains at all times the utmost good faith between the parties.
The Company reserves the right to terminate the Services upon one month’s notice from the Company to the Client or immediately upon written notice to the Client if the Company considers that:
- the Client or the Managed Entity are insolvent, liable to be declared bankrupt/en désastre, subject to a creditors’ winding up or any equivalent or similar procedure in any jurisdiction
- the Client is in breach of the Terms and Conditions and/or the Acceptance Letter
- there has been a change of beneficial ownership of the Managed Entity
- the Client is charged with a criminal offence involving dishonesty or is or has been the subject of any criminal judicial or regulatory investigation in any jurisdiction
- the Client failed to supply anti-money laundering information or documentation that the Company requires or the information supplied is false or misleading
- there is a conflict of interest
- the Company’s fees have remained unpaid in whole or part for more than 90 days after the date of invoice
The Client may terminate the Services upon one month’s written notice to the Company. Immediately upon termination of the Services for any reason the Client shall:
- provide the Company with details of the transferee to whom all documentation is to be sent and of the officers to be appointed
In the event of this 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
- withdraw from providing Registered Office services and advise the Registrar of Jersey Companies accordingly
- to transfer any shareholdings held by nominees provided by the Company into the Client’s name
- charge for any work and time expended in the transfer of the Client’s business
11. Client monies
Monies paid to the Company by the Client may be received into the Company’s client account. All funds in this account will earn interest which will be calculated quarterly. Where the interest in a quarter exceeds £50.00 the interest will be added to the balance of funds held. If there is no continuing balance the interest will be retained on the Company’s client account to be set against future fees.
Where the interest in a quarter is less than £50.00 the interest will be retained by the Company, as the administrative costs of dealing with small amounts of interest exceed the value.
The Client is responsible for complying with relevant reporting requirements within or outside Jersey in relation to the receipt of interest.
12. safe custody
The Company will retain its file of papers (excepting those returned to the Client) in storage for a period of 10 years after the expiry of the Service, whereafter the Company will destroy such papers. The Company shall not destroy documents that the Client requests the Company to deposit in safe custody and a charge will be levied.
Upon termination of the Services the Company is entitled to retain all documents until all fees and expenses are settled in full.
13. data protection
The Company is registered as a holder of personal data in relation to our Clients and contacts under the Data Protection (Jersey) Law 1987. Any person may at any time request a copy of personal data which we hold about them.
14. other professional services
The Company reserves the right wherever it considers necessary or appropriate in providing the Services to delegate any of its responsibilities or functions to or to seek advice from any third party or agent, in all cases where this is not inconsistent with the provisions of the Engagement Letter. In all such cases the fees and disbursements of such third party or agent may be shown as a disbursement on the Client’s next invoice, or be billed separately.
15. Services provided to other clients
The Company may be in a position where it is providing Services to other clients which may be regarded as giving rise to a conflict of interests. Where the Company becomes or is made aware of such circumstances and where the interests of the Company and the Client can be properly safeguarded, procedures will be discussed and agreed in order to preserve confidentiality and ensure that the advice and opinions received from the relevant entities are independent.
16. variation
The Company reserves the right to vary these Terms and Conditions from time to time including during the course of provision of the Services. The Company shall use reasonable efforts to draw to the Client’s attention such variations.
A copy of these Terms and Conditions is published on the Company’s website www.alexpicot.com by way of public notice to all current and prospective Clients and are available at its offices at the above address.
17. complaints and dispute resolution
If at any time the Client would like to discuss with the Company how the Services could be improved or if the Client is dissatisfied with any aspect of the Services they are receiving, the Client should let the Company know by contacting the Director in charge who will undertake to look into any complaint carefully and promptly. In the event that the Client thereafter remains dissatisfied, such complaint should be addressed to the Company’s Compliance Director at the address above for independent review.
18. jurisdiction
These Terms and Conditions and the provision of the Services shall be governed by and construed in accordance with Jersey Law and the Client submits to the non-exclusive jurisdictions of the Courts of Jersey.
The company is owned and controlled exclusively by the partners of Alex Picot, all of whom are qualified accountants. We are subject to the regulations of the Institute of Chartered Accountants in England and Wales. The company is regulated by the Jersey Financial Services Commission, and is also a member of the Jersey Association of Trust Companies, observing their code of practice.