Jersey Trust

Terms of Business

Terms of Business Image

Fees

The Jersey Trust Company group aims to provide a high quality and cost effective service tailored to the specific needs of our clients and their advisors. Standard fee schedules are available for each jurisdiction upon request however we encourage prospective clients and intermediaries to contact us to discuss any proposed structure. This will allow us to provide a more appropriate fee quote for our services according to the relevant jurisdiction(s) and the nature of the work that we are being asked to undertake.

Terms of Business

The provision of all and any facilities and services by JTC to or for the benefit of an Administered Body (as defined below) shall be on these Terms.

1. Interpretation

In these Terms the following expressions shall have the following meanings:

"Administered Body" shall mean any trust, body corporate, individual, partnership or other association or body of Persons, to or in respect of which JTC provides Services;

"Appointees" shall mean in relation to any Administered Body any directors, secretaries, trustees, protectors, enforcers or other officers of that Administered Body provided by JTC;

"Interest Holder" shall mean the beneficial owner of the Interests and, in the case of a trust, the settlor and each beneficiary, and in the case of an individual shall include his heirs and personal representatives, and in the case of more than one Person shall mean such Persons jointly and severally and, where at least one of such Persons is an individual, shall include the survivor or survivors of them and their respective heirs and personal representatives, and in the case of a company shall include its successors;

"Interests" shall mean the issued shares, partnership interests or, as the case may be, equivalent interests in the Administered Body, save in the case of a trust where "Interests" shall mean any interests as a beneficiary (including as a discretionary beneficiary) under the trust and in the case of an individual where "Interests" shall mean the interest of that individual;

"JTC" shall mean Jersey Trust Company and/or JTC Management Limited and/or JTC Group Limited and/or JTC Trustees Limited and/or Jersey Trust Company Limited and/or JTC Holdings Limited and/or JTC Fund Services Limited and/or JTC Corporate Services Limited and/or JTC Securities Limited, each of whose registered office and/or place of business is at PO Box 1075, Elizabeth House, 9 Castle Street, St Helier, Jersey, Channel Islands, JE4 2QP, and/or JTC (UK) Limited and/or JTC Mayfair Limited and/or JTC Trustees (UK) Limited and/or JTC Corporate Services (UK) Limited and/or JTC Share Services (UK) Limited and/or JTC Trustee Services (UK) Limited whose registered office is at 6th Floor, 63 Curzon Street, London W1J 8PD, and/or JTC (BVI) Limited and/or JTC Directors (BVI) Limited and/or JTC Corporate Services (BVI) Limited and/or JTC Trustees (BVI) Limited whose registered office is at Palm Grove House, PO Box 438l, Road Town Tortola, BVI, and shall include their respective successors in title and assigns, for themselves and in each case as trustee for the Appointees:

"Person" shall include any trust, body corporate, individual, partnership or other association or other body of persons;

"Services" shall mean all the facilities and services agreed by JTC from time to time to be provided by it to or for the use and benefit of the Administered Body;

and the singular shall include the plural and vice versa and the masculine shall include the feminine and the neuter.

2. Obligations of the Interest Holders

2.1 Each Interest Holder shall:

  • 2.1.1 on request complete and deliver to JTC its relevant Client Questionnaire and Company Questionnaire or Company Transfer Questionnaire (or other questionnaire in the case of an Administered Body not being a company), together with the other information referred to therein (and shall notify to JTC all changes to the information contained in any such questionnaire immediately upon each such change taking place) and shall comply with all JTC's relevant client identification and related compliance procedures as requested from time to time,
  • 2.1.2 notify JTC before alienating, assigning, selling, pledging or otherwise disposing of or encumbering any Interest or any part thereof to any Person ("Transferee") or purporting to do any such thing, and
  • 2.1.3 assist JTC in obtaining from each Transferee a properly completed and signed Client Questionnaire in JTC's then current relevant standard form, together with the other information referred to therein.
  • 2.2 Each of the obligations of the Interest Holder hereunder shall survive any such alienation, assignment, sale, pledge or other disposal or encumbrance as is referred to in paragraph 2.1.2 above.

 3. Advice and Recommendations 

  • 3.1 JTC and each of the Appointees in whom shall be vested responsibility for the management of the property or business of any Administered Body shall be entitled to seek and consider and if thought fit and to the extent permitted by law follow the advice and recommendations of any Interest Holder, and any other advice or recommendations considered by it to be appropriate.
  • 3.2 Neither JTC nor any Appointee shall be liable for any loss that may result from misunderstandings of communications with any Interest Holder or unauthorised advice or recommendations purporting to have been from or authorised by any Interest Holder, and JTC's or the Appointee's (as the case may be) recollection of the contents of any advice or recommendations shall be final and binding on each Interest Holder.
  • 3.3 Neither JTC nor the Appointees shall be liable to any Interest Holder for the consequences of following any advice or recommendations in accordance with paragraph 3.1. 

4. Inability to obtain instructions or recommendations 


4.1 In the event that: 

  • 4.1.1 any demand is made against the Administered Body for payment of any sums due by the Administered Body to JTC or to any other Person including without prejudice to the generality of the foregoing any taxes, duties, fees or other regulatory, governmental or state impositions, or
  • 4.1.2 JTC in its absolute discretion requires any instructions or recommendations from the Administered Body, or the directors, the Interest Holder or other adviser of the Administered Body and JTC has been unable, after specifying its requirement to the relevant Persons and the period within which a response is needed (to be confirmed by e-mail, fax or letter if specified by telephone), to obtain instructions or recommendations at all, or to obtain instructions or recommendations which JTC in its absolute discretion considers adequate and proper, or
  • 4.1.3 any Interest Holder's interest in the Administered Body or any part thereof is alienated, assigned, sold, pledged or otherwise disposed of or encumbered in favour of any Person not approved by JTC,

then JTC may notwithstanding any other provision of these Terms proceed in any one or more of the ways specified in paragraph 4.2.

  • 4.2 In any of the circumstances set out in paragraph 4.1 JTC may:
  • 4.2.1 take no further action on the matter in question,
  • 4.2.2 take no further action at all in relation to the Administered Body,
  • 4.2.3 realise and utilise any assets of the Administered Body in or towards the satisfaction of any such demand as aforesaid,
  • 4.2.4 terminate the obligations of JTC under these Terms in accordance with paragraph 7.1,
  • or take such additional or alternative steps as JTC may see fit.

 5. Provision of Services 

  • 5.1 Where fees are charged (whether in advance or in arrears) or where payment of any sums on account of fees and disbursements is required in advance, JTC's obligations to provide any Services or to make any payments and, where appropriate, its consent to the use of its address as a registered or representative office, place of business, address for service, or for any other purpose whatsoever are conditional upon payment of all those fees or other sums in full. All fees and disbursements are payable in full within 30 days of the date of the relevant invoice. JTC shall be entitled to charge, with effect from the invoice date, interest on any sums not so paid at the rate of 2% per month. Until payment of all the above mentioned sums JTC shall not be under any obligation save as imposed on it by law. In particular (but without limiting the generality of the foregoing and save as aforesaid) JTC shall not until such payment be obliged to take any steps to communicate with any Administered Body or Interest Holder for any reason or to pass on notice of the receipt or details of the content of any document, correspondence or information received at its office (whether addressed to JTC or to a particular Administered Body or Interest Holder or otherwise howsoever). JTC will, however, retain all such documents and correspondence and details of all such information for collection by the addressee at its own expense. In such circumstances JTC may retain copies of all such documents, correspondence and information and will not be liable for any consequences of the Administered Body's, Interest Holder's or (where appropriate) other addressee's lack of notice of such document, correspondence or information.
  • 5.2 In the event of payment of all the fees and other sums aforesaid JTC will provide the Services and make the payments (as the case may be) in respect of which such fees were charged and sums on account required, provided that if JTC shall have made or sent any communication with or to any Administered Body, Interest Holder or any other Person ("Addressee") and shall have specified or shall otherwise believe the Addressee to be aware of the period within which it requires a clear response to such communication (i) JTC shall not be obliged to repeat such communication or make or continue to make any request for response notwithstanding that it anticipates it will not or may not receive a clear response during such period and (ii) JTC shall not in any circumstances be liable for any consequences of any delay in responding or failure to respond clearly in due time on the part of the Addressee or for the ambiguity of any response made if on account of such ambiguity JTC shall misunderstand the Addressee's intention.
  • 5.3 In satisfaction of any fees and other sums due and payable to it by the Administered Body or Interest Holder JTC shall be entitled at its discretion from time to time to deduct from the funds and other assets of the Administered Body or any Interest Holder and retain the amount of all such sums and to realise any of the assets of the Administered Body in order to permit such deduction and retention.
  • 5.4 In the course of providing Services JTC may instruct, or cause any Administered Body to instruct, third parties in relation to the business or assets of such Administered Body. JTC may do so on terms including commissions or other benefits for JTC and shall be entitled at its discretion (without being under any fiduciary duty to decide one way or the other) to share any of such commissions or other benefits with any relevant Administered Body or Interest Holder or to retain all such commissions and benefits for itself. 

6. Liability 

  • 6.1 JTC takes seriously the legitimate desire for confidentiality of all Administered Bodies and Interest Holders and will maintain in place appropriate internal procedures to ensure due regard for such desire. However, neither JTC nor any Appointee shall be liable to any Administered Body or Interest Holder for the consequences of any disclosure or divulgence of any information and any production of any document relating to any Administered Body or Interest Holder or his affairs which JTC or such Appointee is required to disclose or divulge by the laws of any jurisdiction to which it is subject, or is requested to disclose to any third party to whom JTC has introduced business relating to that Administered Body or Interest Holder and who states to JTC that the information or documentation is needed to enable that third party to comply with regulatory requirements applying to it or its own compliance procedures, or that is in the interests of JTC or such Appointee to disclose or divulge.
  • 6.2 JTC may use electronic communications. Electronic communications are not secure and are subject to possible data corruption, either accidentally or on purpose, and may contain viruses. The formatting of text and the text itself may be affected. The risk associated with all electronic communications shall not rest with JTC, and in no circumstances other than its own actual fraud shall JTC be liable. 

7. Termination 

  • 7.1 The obligations of JTC towards any Administered Body or Interest Holder, as the case may be, shall cease:
  • 7.1.1 forthwith upon service of notice to that effect by JTC on the Administered Body or Interest Holder (i) if the Administered Body or Interest Holder shall fail to observe or perform any of its covenants or obligations in these Terms or (ii) in any of the events specified in paragraph 4.1 or (iii) if an order is made or an effective resolution is passed for the termination, bankruptcy, insolvency, winding up or dissolution of the Administered Body or Interest Holder or if, in the case of the Administered Body or Interest Holder being an individual that individual dies or is determined by JTC no longer to have the mental capacity to instruct JTC, or
  • 7.1.2 upon expiry of not less than one hundred and eighty days notice of termination thereof given by JTC to such Administered Body or Interest Holder, as the case may be, or vice versa.
  • 7.2 Termination of the obligations of JTC pursuant to paragraph 7.1 shall be without prejudice to any accrued rights and liabilities at the date of termination. 

8. Amendment

JTC may from time to time amend these Terms and the Terms as so amended shall thereafter have effect in relation to each Administered Body and Interest Holder and all Services and JTC may at any time in writing agree to vary the applicability of these Terms to any Administered Body or Services.

9. Governing law

These Terms shall be governed by and construed under the laws of Jersey, Channel Islands.