Terms & Conditions of Business Guernsey

07 May 2019

1. Introduction

Our relationship with you is subject to these Terms and Conditions. You agree that these Terms and Conditions shall be contractually binding on you and any connected Entity. To the extent that there is any inconsistency between the provisions in these Terms and Conditions and the provisions of any relevant Agreement, the terms of Agreement shall prevail, provided they are in writing.

2. Definitions and Interpretations

2.1 The words and phrases contained herein shall, save where the context requires otherwise, have the following meaning:

"Agreement" means any agreement in writing between you or the Entity and us relating to the Services.

"Appointee" means all persons provided by us or any member of Oak Guernsey to act as a director or other officer, trustee, manager, signatory, or shareholder of any Entity;

"Client/you/your" means the person we have addressed our Letter of Engagement to and/or any Entity to whom we provide the Services and, subject to clause 24.6, in the case of an individual includes their heirs, personal representatives and assigns and in the case of a body corporate includes its successors and assigns.

"Employee" means the directors, officers, consultants, employees and partners of Oak Guernsey or any member of Oak Guernsey;

"Entity" means any body corporate, partnership, trust, foundation, association or other person in respect of which the Services are provided;

"Fee Schedule" means the schedule of charges issued from time to time by Oak Guernsey or any member thereof in respect of the Services;

"Insurance Coverage" means insurance cover maintained by us in respect of the Services to be provided by Oak Guernsey;

"Letter of Engagement" means a letter issued by us to the addressee which will incorporate the Terms and Conditions and confirm the commencement of our relationship with you;

"Oak" and "Oak Group" refers to the group and affiliated companies consisting of Oak Group Limited, Oak Trust Group (Guernsey) Limited, Oak Group (IOM) Limited, Oak Group (Jersey) Limited, Oak Guernsey, Oak (Malta) Limited, Oak Management (Mauritius) Limited and Oak Trust (Mauritius) Limited and any subsidiaries of these companies. Refer to https://www.oak.group/regulatory;

"Oak Guernsey" means Oak Trust (Guernsey) Limited, incorporated in the Island of Guernsey with registered number 34973 with registered office at 18-20 Le Pollet Street, St Peter Port, Guernsey GY1 1WH, licensed and regulated by the Guernsey Financial Services Commission and any of its subsidiaries, which are British Virgin Island (BVI) companies incorporated in the BVI:

Oak Directors Limited with company number 626287

Oak Secretaries Limited with company number 351561

Oak Nominees Limited with company number 351560

"Services" means all services provided to you, or carried out or performed for or on behalf of or in connection with (whether before or after its establishment) any Entity by us or any Appointee or Employee (including without limitation, acting as or providing trustees, nominees, directors, shareholders, or such other positions as may be requested and the administration of such Entity);

"Terms and Conditions" means these terms and conditions of business, as amended from time to time in accordance with clause 24.7 below, and the Letter of Engagement, both of which set out the terms and conditions upon which we will provide the Services to you; and

"we/us/our/ourselves" means a member or members of Oak Guernsey that provides the Services to you.

2.2 These are standard terms and conditions of business and therefore some of the Terms and Conditions may not be immediately relevant to the work that we agree to do for you. However, they may become relevant at a later date.

2.3 Terms defined in the Letter of Engagement have the same meaning as set out in these Terms and Conditions.

2.4 Headings in these Terms and Conditions are inserted for convenience only and shall not affect the interpretation of these Terms and Conditions.

2.5 Unless the context otherwise requires, words (including definitions) denoting the singular number only shall include the plural and vice versa.

2.6 Reference to a provision of a law is a reference to that provision as extended, applied, amended, consolidated or re-enacted.

3. Professional Obligations

3.1 We aim to provide a professional service at all times. We will provide the Services ourselves or through our Employees or associates. We take our responsibilities to you with the utmost seriousness. In addition, as a regulated entity, we are subject to certain regulatory requirements, which are aimed at protecting you and maintaining proper standards in the profession.

3.2 We are bound by regulatory and other obligations under the laws of the jurisdiction in which the Services are provided and the jurisdiction under which any Entity is established or conducts its business and you agree that any action or inaction on our part as a result of such regulatory and other obligations will not constitute a breach of the Terms and Conditions.

4. Communication

4.1 We are authorised to act as we deem appropriate upon your instructions, or the instructions of any person we reasonably believe to be duly authorised by you, or any person who has introduced you to Oak Guernsey (Authorised Communicator). Communication received by telephone, fax, email or letter from an Authorised Communicator may be relied and acted upon by us. Any such instructions, requests or advice must not contain any falsehood and if acted upon must not require or involve an unlawful act. We reserve the right at our sole discretion to request that instructions received by telephone, fax or electronically are confirmed in writing and we will not be liable for any loss or expense arising from any delay that such request may cause. Should your instructions change, we must be notified immediately.

4.2 We reserve the right to refuse to act in accordance with any instructions including (but not limited to) where, in our judgement, the instructions require clarification; or the instructions are contradictory to the provision of the Services; or there exists a conflict between our duties as trustee, council member, director, officer or shareholder, and/or the relevant laws in force from time to time and the compliance with the instruction; or there exists a conflict between the instructions and the memorandum and articles, trust instrument, charter, or rules of the relevant Entity or structure.

4.3 Any notice or other document to be served under these Terms and Conditions must be in writing and may be delivered by hand or sent by pre-paid letter post or facsimile transmission to the party to be served at that party's address as set out in the Letter of Engagement (or as varied from time to time by notice in writing in accordance herewith from time to time).

4.4 You hereby authorise us to communicate with you by unencrypted electronic mail and agree we shall have no liability for any loss or liability incurred by you by reason of the use of electronic mail (whether arising from viruses or otherwise) and you hereby release us from any such liability. We shall not be liable for any loss or damage caused by the transmission by us of an infected email.

5. Provision of Information and Documents

5.1 You agree upon request to provide us with such information, records and financial statements as we consider necessary in order to ensure that any Entity complies with all applicable legislation and that any Appointee which we provide are able to perform their duties to the standard imposed by all applicable legislation. You will be responsible for any loss or liability resulting from your failure to provide us with such information.

5.2 It is your responsibility to ensure that such information and documents at the time they are provided to us are accurate, up to date and complete in all material respects and are not misleading. We shall be entitled to rely upon the accuracy of the information and documents provided by you or by a third party on your behalf. Should there be any changes to any information and documents provided to us over the duration of our relationship you are required to please notify us and provide us with any updated information and documents without undue delay.

6. Anti-Money Laundering

6.1 In order to comply with our obligations under anti-money laundering legislation from time to time in force, we are required to obtain satisfactory evidence of your identity and to request other information from you. We may also be required to establish and verify the identity of any other person depositing or investing assets, exercising control or taking benefit from an Entity under our administration.

6.2 We will inform you of what evidence, documentation and/or information we require from time to time and you agree to provide such evidence, documents and/or information immediately upon request. If this information is not provided to us upon request, we may suspend or terminate the Services as we see fit.

6.3 The entering by Oak Guernsey into any Agreement is made conditional upon Oak Guernsey having completed successfully its client acceptance checks for the specific Service required.

7. Warranties and Undertakings

In consideration of us providing the Services you warrant and undertake as follows:

7.1 that you have the power to agree and comply with these Terms and Conditions and have taken all necessary action (corporate or otherwise) to authorise the execution, delivery and performance of your respective obligations under any Agreement between us;

7.2 that you neither represent nor act in any manner whatsoever for any other person, individual or other, in relation to the beneficial ownership of the Entity, either directly or indirectly, that has not been declared to Oak Guernsey under these Terms and Conditions and duration of any Agreement between us;

7.3 to keep us fully and promptly informed of the legal and beneficial ownership of any Entity and of any changes or dealings whatsoever in relation to such legal or beneficial ownership and shall immediately disclose any and all information concerning such legal or beneficial ownership;

7.4 to immediately inform us of any matters which might affect our willingness to provide, or continue to provide, the Services or any matter that is material to the administration or affairs of an Entity;

7.5 to immediately notify us if there is, or there is intended to be, any substantial change to the activities or business plan of any Entity and where such activities requires any licence, authorisation, permission or consent the business will not be undertaken until this has been obtained;

7.6 to keep us fully informed of any information relevant to any disclosures required under the Foreign Account Tax Compliance Act (FATCA), the Common Reporting Standard (CRS) or any other intergovernmental agreement in respect of tax or otherwise;

7.7 at our request, to disclose any and all information concerning any Entity, its officers or its business;

7.8 that any assets which have ever been or will be introduced to any Entity have been or will be lawfully and properly introduced and will not be derived from or connected to any unlawful or criminal activity;

7.9 that any Entity has not been and will not be engaged or involved in any unlawful or criminal activity or be used for any unlawful or criminal purpose;

7.10 that you and any Entity have made full disclosure of, and will keep us adequately informed as to, any Entity's activities past, present or future;

7.11 that you and any Entity have made full disclosure of, and will keep us adequately informed as to, any past, present or anticipated event, circumstance, claim, litigation or investigation which may be expected to have an effect upon us, any Appointee or Employee, or any Entity or its business;

7.12 that any Entity will be run in a proper business-like manner;

7.13 that unless agreed otherwise in writing or by appropriate appointment you will not represent yourself as acting on behalf of an Entity or purport to enter into agreements or contracts (in any form) or bind an Entity in any way; and

7.14 that you and any Entity comply with and will at all times comply with all applicable laws and regulations.

7.15 that you have obtained appropriate independent tax advice and legal advice (as required) and a copy of such advice shall be made available to Oak Guernsey on written request. Oak accepts no liability whatsoever for any fiscal or legal implications of any structure to which it provides Services, including fines, penalties or interest imposed and you agree to indemnify Oak from any liability whatsoever arising in connection therewith. If you are in any doubt as to the fiscal or legal implications of any structure, and do not have your own advisers, Oak can, upon request, effect an introduction to an appropriate professional adviser; 7.16 that you and any Entity comply with and will at all times comply with any requirement of any relevant jurisdiction to pay any taxes of any nature and to make all tax returns and disclosures in any relevant jurisdiction;

7.17 to permit a representative of Oak Guernsey to attend all and any general meetings, board meetings, committee meetings and trustee meetings (as appropriate); and 7.18 to keep us fully informed of any Entity's business, affairs, financial position and prospects including prior notification of any new business activities, projects or proposals and any significant transactions.

8. Client Money and Assets 

8.1 Entity bank accounts and other asset accounts (Entity Accounts) will only be opened when such facilities are required for an Entity. Where Oak operates an Entity Account, we will normally have day to day control by being the authorised signatories to the Entity Account.

8.2 Where monies received cannot be applied to a specific account they will be placed on a general client account of Oak Guernsey (General Client Account). The funds held on this General Client Account are pooled but the funds belonging to each Entity are clearly identified within the Client account ledgers of Oak Guernsey.

8.3 Subject to clause 8.4, interest is only given on general client account balances where:

(a) the amount involved is greater than £100,000 and held in excess of seven days; or

(b) the amount is in excess of £10,000 and is held for a period in excess of twenty eight days; or

(c) the interest payable is greater than US$100 (or equivalent amount) over a period of six months.

8.4 Any interest received/charged and any other charges by the bank will be in accordance with the rates negotiated with that bank.

8.5 Oak Guernsey is free in its sole and absolute discretion to use any bank or banks in the provision of the Services. No warranty whatsoever is given in respect of the bank selected for any Entity or in relation to the standing of, or creditworthiness or suitability of that bank and Oak do not accept any liability for loss or damage arising from the failure of any bank or third party.

9. Fees

9.1 The applicable fees and the manner in which they are charged are set out in our Fee Schedule and Letter of Engagement. In the event of the Services being terminated for any reason we will not refund any fees paid to us in advance.

9.2 We may charge for work carried out by us on your behalf even if we do not complete the work or the matter does not proceed to completion or you withdraw your instructions. Your liability for our costs and expenses commences from the moment that we are instructed and covers any initial work which we may carry out as well as any subsequent work that we carry out.

9.3 Any estimate or quotation that we give is based on the assumption that the matter is not unusually urgent, complicated or time consuming.

10. Expenses

10.1 In addition to our costs, we will charge you for any expenses (sometimes called disbursements) that we reasonably incur or pay on your behalf or that of any Entity (if different), such as Guernsey government fees and duties or those of any other governing body in any applicable jurisdiction, courier fees, photocopying, travel expenses and telephone and fax charges. By instructing us to provide the Services you authorise us to incur reasonable expenses on your behalf or that of any Entity (if different) which you agree to reimburse to us.

10.2 In circumstances where we instruct agents or professional advisers (for example accountants, lawyers, consultants, overseas agents etc.) to act on your behalf or that of any Entity (if different), we do so as your agent and you will be responsible for their fees, costs and any applicable tax.

10.3 We will usually require funds in advance before incurring an expense.

10.4 If we have not received funds in advance and we incur an expense, we will include this expense in our next bill to you or send you a separate bill in relation to that expense. In such circumstances our invoice may include an additional charge of 3% of the value of that expense.

11. Billing

11.1 Our invoices are payable when rendered. Subject to local regulatory requirements or restrictions, we reserve the right to charge interest at the rate of the Bank of England base rate plus 1% per month on any outstanding balance not settled within 60 days of our invoice being rendered and to adjust this interest rate from time to time. Interest may be charged on over due amounts without the need to proceed by way of a notice or any other legal formality.

11.2 We will not be obliged to incur any fees or expenses or make any payment in the course of providing the Services or be under any obligation to provide further Services unless and until we have received payment of all outstanding sums due to us.

11.3 Our charges are net of any bank charges and withholding taxes. If you are compelled to make any deductions from payments on account of such charges or taxes, you must gross up the payment so that we receive the full amount stated in our invoice.

11.4 If you have any query about an invoice you should contact the person responsible for the matter or our accounts department immediately.

11.5 You and any Entity will be jointly and severally liable for our fees and expenses and we may recover the full amount of our fees, expenses and any applicable taxes from you separately or together.

11.6 We are entitled to retain, and we will hold a lien over, any of your papers and documents or those of any Entity (if different) or any papers and documents which we hold on your behalf or behalf of any Entity (if different) until all of our invoices are paid in full.

11.7 We will be entitled to use any funds held by us for you or on behalf of an Entity, whether such funds are held in an account of Oak Guernsey that provides the Services to you or an account of an Entity, to settle any disbursements which we have expended or which we are instructed to expend and to pay any invoice which we have issued immediately after it has been issued.

11.8 We shall be entitled to combine or consolidate any or all of your accounts with us and to set-off any assets of these accounts against any obligations and liabilities of yours or any Entity owed to us in any respect, whether such obligations and liabilities are actual, contingent, several or joint. In the event of any such claims whatsoever arising, we shall be entitled in our discretion to sell, realise and otherwise dispose of any assets of yours or any Entity which are under our control and to apply the proceeds of such sale, disposal or realisation in reduction or discharge of such obligations and liabilities. For the purpose of this clause 11, we may treat an Entity which is owned or controlled directly or indirectly by you as if it were a single account and off-set any of our fees or settle any disbursements which we have expended or which we are instructed to expend and to pay any invoice which we have issued immediately after it has been issued.

11.9 Where we are unable to recover the amounts due to us (or any regulatory or government body or professional service provider) for whatever reason, we may proceed for the recovery through an attorney of any such outstanding fee, expense and disbursement. You/the Entity shall be responsible for all legal fees, including and not limited to processing and service of documents abroad which are incurred by us for the recovery of all unpaid amounts.

12. Deposit on Account of Costs

We may at any time ask you for a payment on account of costs before we carry out any work on a matter. In particular, we may do this because of the possible costs and expenses involved. If this payment is not forthcoming, we may terminate the Services. A request for payment on account is not an estimate of (or cap on) any fees, costs or expenses. If you have made a payment on account of costs, we may pay our invoice from such deposit immediately after it is issued.

13. Documents and Company Registers

13.1 You agree that the following documents, registers and information as applicable or appropriate to the Entity will be kept at our office:

(a) the original registers or lists of members, directors, secretaries, officers, charges, trustees, protectors, enforcers, beneficiaries, controllers and holders of powers of attorney or delegated signing authority;

(b) the original minutes of all meetings and of all resolutions of the directors, members, committees, classes of members, trustees, and partners;

(c) copies of all notices and other documents filed with the relevant registrars or other bodies in the previous six years;

(d) copies of the memorandum and articles of association/incorporation or similar constitutional document signed by each subscriber;

(e) an imprint of any seal adopted or the safekeeping of the Entity seal (as appropriate);

(f) all original deeds, any letter of wishes and any other documents amending the terms thereof or otherwise relating thereto;

(g) a schedule of all assets held or controlled by the Entity;

(h) any offering document (by whatever name called) published in connection with the offering of any shares, debentures or other securities or interests of any Entity;

(i) copies of all charges granted by any Entity creating any form of security interest over any assets of the Entity, including copies of all charges over property subsequently acquired by the Entity;

(j) copies of all charges or security interests granted by any person or entity whatsoever over any of the issued share capital of the Entity;

(k) copies or originals (as may be required by law) of all accounts and financial books of the Entity; and

(l) copies of all powers of attorney or other documents (by whatever name called) conferring authority on one or more persons to act on behalf of any Entity or connected person.

13.2 You undertake to promptly notify us of any event or circumstance that would necessitate a change to the details contained in the above documents and registers, including but not limited to:

(a) any proposed issue of new shares or membership interests or any adjustment to or addition of any beneficial or ownership interest in any Entity or their owners; (b) any change in the details of any member, beneficiary, or owner of any Entity or their owners;

(c) any proposed transfer of shares, ownership or beneficial interest in any Entity;

(d) any appointment or addition of a director, secretary, trustee, enforcer, protector or other officer of any Entity or any change in the details of any current director, secretary, trustee, enforcer, protector of any Entity;

(e) any resignation, removal, death, dissolution, winding up or bankruptcy of an existing member, partner, beneficiary, owner, director, secretary, trustee, protector, enforcer or other officer of any Entity;

(f) if any director, secretary, trustee, protector, enforcer or other officer of any Entity becomes disqualified from acting as such;

(g) the granting of any charge by any Entity creating any form of security interest over any assets of the said Entity and/or the acquisition by any Entity of any property subject to any security interest;

(h) the granting of any charges by any person or entity whatsoever over any of the issued share capital of the Entity; and

(i) the variation or release of any charge or security interest over any property belonging to any Entity.

13.3 You further undertake to promptly forward to us all documentation and other information necessary to comply with the undertakings contained in this clause 13.

13.4 Subject to applicable laws, we may accept copies of all of the above documents and records instead of originals provided we give our consent to such an arrangement and that you advise us in advance where the originals of such documents and records are located and you undertake to advise us of any change in this location within 14 days of such change.

14. Accounting Records

14.1 Unless otherwise agreed in writing, we will produce and maintain full accounting records of any Entity, including an Entity's annual financial statements.

14.2 You undertake to promptly and regularly provide us with all documentation, information and explanations necessary to keep the accounting records up to date and accurate.

14.3 Where we are not engaged to maintain the accounting records and/or prepare financial statements for any Entity, you undertake:

(a) that the Entity maintains adequate accounting records that comply with all applicable legislation and, in particular, correctly explain the transactions, enable the financial position of any Entity to be established with reasonable accuracy at any time and all financial statements to be prepared;

(b) to supply us with copies of the accounting records on request;

(c) that where there is a legal requirement to prepare accounts or financial statements, such accounts or financial statements will be prepared in compliance with all applicable legislation and that you will supply us with an original copy of such accounts or financial statements promptly each year after their finalisation.

15. Tax

15.1 Any matter upon which we act for you may give rise to tax and/or accountancy implications in Guernsey or elsewhere. Unless we expressly agree otherwise in writing, we do not provide any tax, legal, accountancy or investment advice and, in particular, we do not provide any advice on the possible tax implications or consequences in Guernsey or elsewhere in connection with any matter or generally. You must ensure that you comply with your obligations and it is your responsibility to obtain any relevant advice.

15.2 You authorise us on your behalf and on behalf of any Entity:

(a) to make representations and disclosures including to any tax authorities or other governmental or judicial body exercising such functions under the FATCA, the CRS or any intergovernmental agreements and other laws;

(b) to make any necessary withholding or deduction under any applicable laws in connection with you and any Entity and to make the relevant payment to the appropriate authorities;

(c) to take all necessary action to enable compliance by us with the FATCA, CRS or any intergovernmental agreements and other laws on taxation of you or any Entity, including but not limited to the filing of returns, payment of taxes charges penalties or other monies due.

15.3 We are permitted to provide sponsor services to you and/or any Entity in respect of your or an Entity's reporting requirements under the FATCA, CRS or any intergovernmental agreements (Sponsor Services).

15.4 You may engage us to provide Sponsor Services. Such Sponsor Services may be provided in addition to the existing Services provided by us, or may be provided as a sole service to you or any Entity. Whether or not we have been engaged to provide Sponsor Services to you or an Entity, we may disclose information in respect of such reporting requirements pursuant to clause 17.

15.5 You hereby indemnify us for any liability or loss whatsoever suffered by us in connection with us providing Sponsor Services to you or any Entity, other than liability or loss arising from our (or our officers' or employees') gross negligence, grossly negligent misrepresentation, fraud or wilful default.

16. Professional Advice

16.1 In connection with the provision of the Services we are expressly authorised at your expense to take such legal and other professional advice as we may from time to time deem appropriate. Save as required by law, there shall be no obligation on us to take any such advice.

17. Disclosure, Confidentiality and Data Protection

17.1 Information relating to you and or to your business, finances or other matters, including personal data and relating to personal data of any other beneficial owner, shareholder, director, officer and/or employee and/or consultant of any Entity, which we may have obtained in connection with providing the Services, is kept confidential and will not be disclosed to third parties outside the Oak Group except:

(a) as may be necessary to provide the Services;

(b) disclosures which we are entitled or obliged to make to the Guernsey Financial Services Commission, the Guernsey Intelligence Unit or other regulators and authorities;

(c) disclosures which we are required to make by any law or order of any court or pursuant to any direction, request or requirement (whether or not having the force of law) of any governmental, regulatory or taxation authority;

(d) disclosures to professional advisers in connection with the provision of the Services;

(e) disclosures made with your consent; or

(f) other disclosures which may be detailed in these Terms and Conditions or any other Agreement made between us.

17.2 We may use, store, control or otherwise process personal data and other information about you or the Entity, including special category data (Client Data) for the purpose of fulfilling our obligations and the Services under these Terms and Conditions, the General Data Protection Regulation (EU) 2016/679 (GDPR) and any other applicable law or regulation. You agree that we may disclose any information relating to the engagement, including Client Data, for the purposes of obtaining advice on matters of foreign law or other matters, to foreign legal and other advisers including those outside the European Economic Area (EEA) and those jurisdictions which may not provide the same level of data protection as the jurisdiction in which you and/or we are based. If on your authority we are working in conjunction with other professional advisers we will assume that we have your consent to disclose any relevant aspect of your affairs, including your Client Data to them, including those outside the EEA.

17.3 You agree that we may provide your Client Data to our other partnerships and associated entities within the Oak Group, and our service providers and agents including those outside the EEA for the purposes of providing and improving our services, client identification and vetting, anti-money laundering, billing and administration, financial management, statistical analysis, training, research and development, IT and disaster recovery arrangements, security and marketing. You agree that we may also receive personal data about you from third party service providers and agents involved in client identification and vetting. Client Data may include special category data consisting of information as to racial or ethnic origin, political opinions, religious beliefs, trade union membership, physical or mental health or conditions, sexual orientation, the commission or alleged commission of any offence, proceedings or the disposal of proceedings for any such offence or any sentence of a court for such proceedings.

17.4 You hereby consent to our obtaining, use, processing and/or disclosure of such special category Client Data as referred to above.

17.5 Oak will maintain in place all reasonable measures to ensure confidentiality of all personal data and the processing and transfer of any personal data abroad shall comply with all applicable data protection laws.

17.6 Our other partnerships and associated entities within the Oak Group as well as we, may contact you by mail, email, fax, telephone or other means and/or send you details of services and other marketing material, such as legal and other updates. You hereby consent to such disclosure and use of Client Data.

17.7 You may however notify us in writing that you wish to withdraw such consent.

17.8 Telephone calls may be recorded or monitored for the purpose of training, security, checking instructions, verifying any relevant person's identity and ensuring we are meeting our service standards and regulatory obligations. These recordings may be used as evidence if there is a dispute.

17.9 Subject to any applicable law or regulation, in accordance with the GDPR, you have the right to request a copy of your Client Data and to correct any inaccuracies in your Client Data. We may charge a fee where a request is repetitive or if additional copies of the data are requested or in any other circumstances where we deem a request to be manifestly excessive.

17.10 We will be entitled and are irrevocably authorised to open and read all and any correspondence, letter, fax or other communication received at our address which is addressed to you or any officer of any Entity.

17.11 For further details in respect of the controlling and processing of your data by the Oak Group, please see the Privacy Notice at https://www.oak.group/privacy.

17.12 If you are a data controller or data processor for others, and you provide to us personal data relating to others, then you confirm to us that you have a legal basis for doing so under applicable data protection laws and where that legal basis is consent, then you confirm you have lawfully obtained the consent of the relevant individuals to our using their personal data as part of your engagement with us.

18. Storage of Files Papers and Deeds

18.1 We do not undertake to retain any files or papers for more than six years or such other longer period as set out in regulation or statute (other than those that we have agreed to retain in safe custody) (Retention Period).

18.2 Where, as part of the provision of Services, Oak has created internal memoranda, attendance notes, reports and any other documents concerning any Entity and/or the Client and/or any other relevant person for its own purposes, such documents shall not belong to such Entity nor the Client and Oak shall not be obliged to hand over originals or copies of any such documents unless ordered to do so by a court of competent jurisdiction or unless their provision is necessary for Oak to lawfully respond to an individual subject access request for personal information.

18.3 We reserve the right to charge a fee for retrieving any such papers or files or providing any information from them at your instruction. We also reserve the right to destroy any papers or files after the Retention Period without further notice to you unless you have previously asked us in writing to keep them for longer. 18.4 For further details in respect of document retention by the Oak Group, please see the Privacy Notice at https://oak.group/privacy.

19. Conflicts of Interest

19.1 Conflicts of interest may arise between:

(a) you and us; or

(b) you and another of our clients or client companies.

19.2 Should we become aware of the existence of such a conflict, we will as far as possible notify you and any other client involved and where possible initiate procedures to ensure confidentiality and independence. Without prejudice to the foregoing, our engagement with you is not exclusive and we reserve the right to act for other clients, including your competitors.

19.3 Whilst Oak have established procedures to identify conflicts of interest, Oak cannot guarantee that all conflicts which exist or may develop can be identified. Under such circumstances, Oak requests that you give us written notification of any conflicts affecting any Agreement of which you become aware.

19.4 Subject to us at all times acting in your best interests, you agree that we shall be entitled to retain any commission, retrocession or fee which is paid or may become payable to us notwithstanding that such reasonable commission, retrocession or fee is payable as a direct or indirect result of this appointment or any dealing with property which is or may become associated with this appointment. Such commission, retrocession or fee includes that which we have received from the commencement of any relationship with a Client or Entity. We will disclose to you upon request details of any such remuneration that we receive.

20. Anti-Bribery

20.1 We have anti-bribery and anti-corruption policies and procedures which apply to the Oak Group worldwide. These policies prohibit the making, offering, promising to make, giving, demanding or accepting a payment or transfer of anything of value or any advantage, including the provision of any service, gift or entertainment on our behalf or on behalf of any client, by all such partners or employees as an inducement for any improper purpose or business advantage which is illegal, unethical or a breach of trust. These policies apply to dealings by our partners or employees with all third parties on our behalf or on behalf of our clients.

20.2 We are in certain circumstances required by law to report any evidence or suspicion of bribery or corruption. We are also prohibited from notifying our client of the fact that a report has been made. The relevant statutory provisions are aimed at preventing and detecting bribery and corruption.

21. Complaints

21.1 If for any reason you are unhappy about the quality of service provided then you should, in the first instance, contact the person having day to day conduct of the matter concerned, the manager responsible for the matter or any director of any member of Oak Guernsey that provides the Services to you.

21.2 If the issue cannot be resolved informally, the complaint will follow our complaints procedure, a copy of which can be made available on request by you.

21.3 In the event your complaint is not resolved to your satisfaction, you may contact the Channel Islands Financial Services Ombudsman (CIFO), which is the statutory ombudsman established pursuant to the Financial Services Ombudsman (Bailiwick of Guernsey) Law 2014. The CIFO may be contacted at https://www.ci-fo.org/.

22. Termination

22.1 You may terminate your engagement with us and the provision of the Services (including these Terms and Conditions and any Agreement) at any time by giving us three months' written notice, subject to you paying any outstanding fees or invoices owing to us by you or the Entity. It will be your responsibility to ensure continuity of service (if necessary) by another service provider should any of the Services be terminated.

22.2 Subject to any legal requirement that longer notice must be given, we may terminate the provision of the Services (including these Terms and Conditions and any Agreement) by giving one month's written notice to you and all other persons who we are required by law to notify.

22.3 Subject to any legal requirement to the contrary, we may terminate our relationship with you and the provision of the Services (including these Terms and Conditions and any Agreement) immediately in the following circumstances:

(a) you breach any of your obligations under the Terms and Conditions, an Agreement or any other document entered into between you and us; or

(b) any invoices remain unpaid for 6 months after the due date for payment of the invoice; or

(c) you fail to pay any deposit on account of costs when requested to do so; or

(d) we are unable to obtain proper instructions from you; or

(e) you provide us with information which is untrue, false and/or misleading; or

(f) you fail to promptly provide any information or documents when requested to do so (including, for the avoidance of doubt, any anti-bribery or anti-money laundering documentation); or

(g) if we believe that any of your or the Entity's activities would breach any anti-bribery or anti-corruption laws or our anti-bribery or anti-corruption policies;

(h) where a conflict of interest cannot be adequately managed;

(i) the Entity goes into liquidation (except a voluntary liquidation, or a bona fide solvent amalgamation or re-organisation) or an administrator or receiver is appointed in respect of it, or any of its assets, or if you are declared bankrupt;

(j) legal proceedings are commenced against you or any Entity or the provider of any indemnity provided to us pursuant to the terms of the Letter of Engagement; or

(k) we suspect that, for any reason, the provider of any indemnity provided to us pursuant to the terms of the Letter of Engagement, would be unable to honour same.

22.4 Without prejudice to the right to terminate, we also reserve the right to suspend work on the same grounds, by written notice to you for such period and on such basis as we determinate and during such period we shall not have any duty to provide any Services hereunder.

22.5 In the event of termination of the Services you are responsible for our costs and expenses incurred up to the date upon which we receive written notice of the withdrawal of your instructions or incurred up to the expiration of the notice period (if any) in any written notice of termination of the Services by us. You are also responsible for such further costs and/or expenses that we may unavoidably be required to incur, for example, in order to comply with any regulatory and/or legal and/or fiduciary duties under any applicable laws or regulations, or in order to transfer services and appointments to an alternative service provider. In the event of termination we will not refund any fees paid in advance.

22.6 We accept no liability for any expense or loss howsoever arising from termination under this clause 21.

22.7 Upon the termination for any reason of the Services, you shall immediately provide us with details of a new administrator, new directors and other officers, an address to be the registered office of the Entity and the address to which we may transfer the books and records of the Entity. In the event of this information not being provided upon termination of the Services, we reserve the right to arrange and effect the resignations of the directors and officers provided by us without appointment of successors, and to transfer any shares held by nominees provided by us into the name(s) of the beneficial owner(s) of such shares. 2

2.8 Notwithstanding any other term or provision of any agreement between us, in the event of termination of the Services, howsoever caused, or where you or the Entity is otherwise in default of any of your/its obligations, we shall be entitled to do all things and sign all documents to appoint you or any other promoter/beneficial owner or your/their duly appointed representative(s) as director(s) of any Entity that we manage and/or administer on your or the Entity’s behalf. You or your duly appointed representative(s) hereby agree to sign the prescribed consent form and transfer forms and appoint us as your agent and attorney with full power and authority to appoint you or your duly appointed representative(s) as director(s) and to sign all forms or any other document confirming and/or ratifying as if you or your duly appointed representative(s) himself/themselves was/were personally present.

23. Joint and Several Liability, Limitation of Liability, Indemnity

23.1 If you suffer any loss for which we and any other person are jointly and severally liable to you, the loss recoverable by you from us shall be limited so as to be in the proportion to our relative contribution to the overall fault of ourselves, yourself and any other person in respect of the loss in question.

23.2 If, as a result of any exclusion of liability agreed by you with any other person, the amount which we are able to claim as a contribution from such other person in connection with any claim by you against us arising out of or in connection with any matter in relation to which we have been engaged, is reduced, our liability to you in respect of such claim shall be reduced by the amount of such reduction.

23.3 You agree that you will not bring any claim (whether in contract or tort or otherwise) against any Employee, consultant, associate or individual partner of Oak Guernsey or any firm carrying on business within Oak Guernsey or against any other member of the Oak Group.

23.4 You acknowledge and agree that we shall not:

(a) be liable to you or the Entity for any direct or indirect loss, damage, expense, or liability suffered by you or an Entity in connection with the performance or non-performance of any Services other than loss, damage, expense or liability arising from the gross negligence, fraudulent misrepresentation, fraud or wilful default of us;

(b) be liable for any loss, damage, claim, costs or expenses arising in respect of errors made by any Delegates or other external service provider who we may delegate any of our functions to or as a direct or indirect result of having relied on any professional advice sought for and on behalf of you or an Entity;

(c) under any circumstance whatsoever be liable to you or an Entity, whether in contract, tort (including negligence), breach of statutory duty or otherwise, for any loss whatsoever exceeding our Insurance Coverage at the time at which the claim arises.

23.5 Whilst we shall use our reasonable endeavours and exercise due care in carrying out the Services and our duties to the Entity, in consideration of us providing the Services you undertake (jointly and severally) at all times to hold harmless and to fully indemnify us, any Appointee and Employee to the greatest extent permitted by law against all actions, suits, proceedings, claims, demands, costs, expenses and liabilities for which we, any Appointee or Employee may become liable as a result of anything done or omitted to be done under this agreement other than loss, damage, expense or liability arising from our, any Appointee or Employee’s gross negligence, fraudulent misrepresentation, fraud or wilful default.

23.6 You authorise us at your expense to take any necessary steps, at our discretion, to protect the assets of the Entity under our control but we shall not be bound to instruct external professional advisers or engage in legal action on behalf of the Entity without a further indemnity from you against costs and liabilities.

23.7 We shall not be required to take any legal action on behalf of the Entity unless fully indemnified to our reasonable satisfaction for all costs and liabilities that may be incurred or suffered by us and, if any Entity requires us to take any action of whatsoever nature which in our reasonable opinion might make us liable for the payment of money or liable in any other way, we shall be, and be kept, indemnified in any reasonable amount and form to our satisfaction as a pre-requisite to taking action.

23.8 We shall be entitled at the expense of any Entity to obtain legal advice from our legal advisers for the time being and/or the opinion of Counsel on any matter relating to any Entity or these Terms and Conditions and we may refuse to perform any of our obligations under these Terms and Conditions or provide the Services if we reasonably consider it will or may be in breach of any law or regulation applicable to it pending receipt of such legal advice.

24. General

24.1 Our work will be based upon and dependent upon the instructions, information and documentation supplied by you or on your behalf. We will not be responsible for any consequences which may arise from a delay or failure by you or any other person to give us the instructions, information or documentation which we require.

24.2 Any failure, delay or omission by us to exercise any of our rights or remedies pursuant to the Terms and Conditions or provided by law will not affect that right or remedy or act as a waiver of it.

24.3 If any provision of the Terms and Conditions is prohibited by law or adjudged by a court to be unlawful, void or unenforceable such provision shall to the extent required be severed from the Terms and Conditions and rendered ineffective as far as possible without modifying the remaining provisions of the Terms and Conditions and shall not in any way affect any other circumstances of or the validity or enforcement of any other provision of the Terms and Conditions.

24.4 Our contractual relationship with you and the application of these Terms and Conditions will commence upon the earlier of us sending you our signed Letter of Engagement or the provision of the Services following receipt of any instructions, oral or written, by you.

24.5 We shall not be liable to you for any failure, delay or interruption in the performance of our obligations which result from any occurrence not reasonably within our control. This shall include, but not be limited to, industrial disputes, acts or regulations of any governmental bodies or authorities and breakdown, failure or malfunction of any telecommunication or computer service or systems. We shall have no responsibility of any kind for any loss or damage thereby incurred or suffered by you or the Entity. In any such case, all amounts due to us hereunder shall continue to be paid as and when due, our remaining obligations shall continue in full force and effect and all of our obligations shall be performed or carried out as soon as legally and practically possible after the cessation of such events or circumstances.

24.6 The obligations under these Terms and Conditions bind, and the rights will be enforceable by, the parties and their respective successors, permitted assigns and executors. You may not assign or otherwise transfer any of your respective rights and obligations under these Terms and Conditions without our prior written consent. We may assign or otherwise transfer any or all of our rights under these Terms and Conditions without your prior consent.

24.7 We may change any provisions of these Terms and Conditions, any Fee Schedule and any additional terms at our discretion. Any amendments made will take effect on a date specified by us, provided that by this date the amendments made are available from our offices or via our website (https://www.oak.group/terms). Without prejudice to this right, the Fee Schedule will be subject to annual review in December in each year and any amendments to such Fee Schedule will take effect from 1 January of each subsequent year without further notice. Your continuing instructions after any such variations or amendments will confirm your acceptance of the amended Terms and Conditions.

24.8 Any notice required to be given under these Terms and Conditions must be in writing addressed to the party concerned and sent to the address notified to the other party for that purpose, failing which the registered office or the last known address of such party.

24.9 Subject to clause 17, all correspondence files and records (other than statutory corporate records) and all information and data held by us on any computer system is our sole property for our sole use and neither you nor the Entity shall have any right of access to such intellectual property or control over it.

24.10 We may, in the performance of our duties and in the exercise of any of the powers vested in us pursuant to providing the Services under the Terms and Conditions or by any Agreement, act by an authorised officer or officers for the time being and appoint sub-administrators, nominees, agents or other delegates (including any Employee) (Delegates) at our expense to perform or concur in performing any of the duties required to be performed in providing the Services. We shall not be liable for any acts or omissions of any Delegates which are not Employees provided that we have appointed such Delegates in good faith and without negligence.

24.11 You shall, and you shall procure any Entity to, deliver to us for approval prior to the issue thereof a copy of all prospectuses, information memoranda, statements and notices, circulars or advertisements to be issued by or on behalf of any Entity which contain reference to the name of any entity within the Oak Group or include any corporate logo of the Oak Group and where any such references or logo are not approved in writing by us (such approval not to be unreasonably withheld) such publication shall not be published by or on behalf of the Entity save where after the expiration of seven days after such publication came under our consideration we have not notified our disapproval of the references to it therein in writing to you or the Entity.

25. Disputes

25.1 Any Dispute arising from or in connection with these Terms and Conditions or any Agreement may be referred by Oak Guernsey or any Oak Group entity (as applicable) in their sole discretion, to mediation, or to binding English-language arbitration.

25.2 If Oak Guernsey or any Oak Group entity (as applicable) elects to refer any Dispute to arbitration, then you agree that this clause shall constitute a binding arbitration agreement for the purposes of the Arbitration (Guernsey) Law, 2016 as amended.

25.3 The language to be used in any mediation or arbitration shall be English.

25.4 The governing law of the Agreement shall be the law applied in the mediation or arbitration.

25.5 In any arbitration commenced pursuant to this clause: (a) the number of arbitrators shall be one; and (b) the seat, or legal place, of the arbitration shall be the Island of Guernsey.

25.6 Notwithstanding the provisions of this clause 25, it is agreed that either party may approach any court which has jurisdiction for the purpose of obtaining urgent and/or interim relief.

25.7 The parties to the arbitration undertake to keep the arbitration proceedings confidential and not to disclose it to anyone except for the purposes of an order to be made in terms of clause 25.6.

25.8 Dispute means all disputes, claims, actions, rights and demands, whether in law or equity, arising out of or connected with these Terms and Conditions or any Agreement.

26. Governing Law and Jurisdiction

26.1 These Terms and Conditions or any Agreement, and any dispute or claim arising out of or in connection with them or its subject matter or formation (including non-¬contractual disputes or claims) shall be governed by and construed in accordance with the laws of the Island of Guernsey.

26.2 Subject to clause 25, you agree that the Courts of Guernsey will have exclusive jurisdiction to hear and determine any dispute arising from the same, and you irrevocably agree to submit to the exclusive jurisdiction of the Courts of Guernsey.