Terms & Conditions of Business Isle of Man

18 March 2019

1. Introduction

Oak Group (IOM) Limited (“Oak Group (IOM)”) is a company incorporated in the Isle of Man with company number 089688C having a registered office located at Millennium House, Victoria Road, Douglas, Isle of Man IM2 4RW and is licensed by the Isle of Man Financial Services Authority. Oak Group (IOM) may be contacted on telephone number 01624 611926 or by e-mail to info@oak.group.

2. Definitions and interpretation

The words and phrases set out below shall, save where the context requires otherwise, have the following meaning in the Terms and Conditions:

“Appointee” means all persons who carry out any of the Services on our behalf including, without limitation, any member or members of the Group;

“Beneficial Owner” means (as applicable), any immediate and/or ultimate beneficial owner and/or any beneficiary of a Client Entity;

“Client” means (as applicable), prior to the incorporation, establishment or formation of a Client Entity and the execution of a Letter of Engagement by the relevant Client Entity, the beneficial owner(s) or settlor(s) of such Client Entity and (as applicable), following the incorporation, establishment or formation of a Client Entity and the execution of a Letter of Engagement by the relevant Client Entity, the Client Entity itself;

“Client Company” means a company for which we provide any of the Services;

“Client Entity” means (as applicable), a Client Company, Client Trust and any other partnership, association or other person for whom the Services are provided;

“Client Trust” means a trust in respect of which we provide any of the Services;

“Employee” means the directors, officers, consultants, employees and partners of Oak Group (IOM) Limited or any member of the Group;

“Engagement Lead” means the Employee responsible for taking instructions from you in relation to the Services;

“Fee Schedule” means the fee schedule to the Letter of Engagement, which is subject to review and may be amended from time to time;

“FSA” means the Isle of Man Financial Services Authority;

“Group” means Oak Group (IOM) Limited, which incorporates Oak Group (IOM) Limited and the following Isle of Man incorporated companies:

Oak Directors (IOM) Limited
Oak Nominees (IOM) Limited
Oak Secretaries (IOM) Limited
Oak Trustees (IOM) Limited
BWFN Limited
BWSN Limited
Temple Trustees Limited

“Indemnity Letter” means an indemnity letter in the form set out in schedule 3 to the Letter of Engagement to be provided by (as applicable), the beneficial owner(s) and/or the settlor(s) of a Client Entity;

“Letter of Engagement” means the attached letter of engagement from us together with the schedules thereto;

“Services” means all services provided by us or carried out or performed by us for or on behalf of or in connection with any Client and/or Client Entity (if different) (including, without limitation, the fiduciary, administration and accounting services set out in the Services Schedule and any additional or ancillary services in connection therewith);

“Services Schedule” means the schedule of services set out at schedule 1 to the Letter of Engagement;

“Terms and Conditions” means these terms and conditions of business together with the Letter of Engagement which set out the terms upon which we will provide the Services to you;

“We/we/Us/us/Ourselves/ourselves” means Oak Group (IOM) Limited and its successors and assigns;

“You/you/Your/your” means any Client and in the case of an individual includes their personal representatives and assigns and in the case of a body corporate includes its successors and assigns.

In the Terms and Conditions, words denoting the singular include the plural and vice versa.

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

In the Terms and Conditions references to a Client Entity include, where applicable, references to the persons responsible for the control and management thereof in the case of a Client Entity which in not itself a legal entity.

If there is any conflict between the provisions of the Terms and Conditions and any trust deed in respect of which we provide the Services, then the terms of such trust deed will prevail.

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.

If the Client fails to sign the Letter of Engagement, or Indemnity Letter, (the “Documents”) together with a copy of the Terms and Conditions and takes up the services of the Group, then it shall be deemed that the Client has accepted and is in agreement with the Documents and Terms and Conditions.

3. Joint and several liabilities

In the Terms and Conditions all obligations, agreements, undertakings, representations and warranties on the part of two or more Clients are entered into, agreed, given or made by such Clients jointly and severally and shall be construed accordingly.

4. Fees

The level of fees and the manner in which they are charged are set out in the 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.

We will 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.

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

We are required by law to charge VAT at the appropriate rate on our fees, subject to certain exceptions.

5. Expenses

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 Client Entity (if different), such as Isle of Man 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. We are obliged to charge value added tax at the appropriate rate on some of these items. By instructing us to provide the Services you authorise us to incur reasonable expenses on your behalf or that of any Client Entity (if different) and you agree to reimburse us for them.

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

We will usually require funds in advance before incurring an expense. If not, when we incur an expense we will include this in our next invoice to you or send you a separate invoice in relation to that expense.

6. Billing

We will send you an invoice for our fees and any unbilled expenses at regular intervals.

Our invoices are payable when rendered. If an invoice has not been satisfied within 30 days of being issued we reserve the right to charge interest at a monthly rate of 1%.

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

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.

If you have any query about an invoice you should contact the Engagement Lead immediately.

Any two or more Clients will be jointly and severally liable for our fees, expenses and VAT and we may recover the full amount of our fees, expenses and VAT from you separately or together.

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

We will be entitled to use any funds held for you or any Client Entity in a clients’ bank account or held in an account in your name or that of any Client Entity which we and/or an Appointee and/or an Employee can control 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. No notice will be given of any such deductions made.

In the event that there is insufficient funds available in the Client Entity to cover any outstanding invoices, we will make a demand for immediate payment to the Client Entity and Client. In the event that any invoice remains outstanding for 630 days or more after the issue, we reserve the right to take a charge over the assets of the Client Entity or to sell, realise and otherwise dispose of any of the assets of the Client Entity and to apply the proceeds in reduction or discharge of such amounts due to us.

7. 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, expenses or value added tax. If you have made a payment on account of costs, we may pay any invoice from such deposit immediately after it has been

8. Provision of information

You agree on demand to provide us with such information, records and financial statements as we consider necessary in order to ensure that any Client Entity complies with all applicable legislation and to ensure that any Appointee and/or Employee which carries out the Services on our behalf is able to perform its duties to the standard imposed by all applicable legislation.

9. Warranties and undertakings

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

(a) to keep us fully and promptly informed of the legal and beneficial ownership of the Client Entity and of any changes or dealings whatsoever in relation to such legal or beneficial ownership and, at our request, to disclose any and all information concerning such legal or beneficial ownership;

(b) 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 a Client Entity;

(c) to immediately notify us if there is or there is intended to be any substantial change to the activities of a Client Entity;

(d) at our request, to disclose any and all information concerning (as applicable), a Client Entity, its officers or its business or those of its Beneficial Owner;

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

(f) that neither the Client Entity nor its Beneficial Owner have been nor will be engaged or involved in any unlawful or criminal activity or be used for any unlawful or criminal purpose;

(g) that you and any Client Entity (if different) have made full disclosure of, and will keep us adequately informed as to, the Client Entity’s activities past, present or future;

(h) that you and any Client Entity (if different) 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 the Client Entity or its business;

(i) that any Client Entity will be run in a proper business-like manner;

(j) that any Client Entity complies with and will at all times comply with all applicable laws and regulations; and

(k) that any Client Entity complies 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 in any relevant jurisdiction.

10. Documents and company registers

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

(a) the original registers of any Client Entity’s members, directors, secretaries, officers charges, trustees, protectors, enforcers, beneficiaries, controllers and holders of powers of attorney;

(b) the original notices and minutes of all meetings and of all written resolutions of any Client Entity’s directors, members, committees of directors, classes of members, trustees, and partners;

(c) copies of all notices and other documents filed by or in respect of any Client Entity at the FSA, the Companies Registry or other relevant bodies in the previous six years;

(d) copies of any Client Entity’s memorandum and articles of association signed by each subscriber or any Client Entity’s equivalent constitutional document;

(e) copies of any Client Entity’s executed trust deed, any letter of wishes and any deeds or other documents amending the terms thereof or otherwise relating thereto;

(f) an imprint of any seal adopted;

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

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

(j) 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 Client Entity.

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 (and as applicable and appropriate to any Client Entity):

(a) any proposed issue of new shares or membership interests by any Client Entity or any adjustment to or addition of any beneficial or ownership interest in any Client Entity or its Beneficial Owner;

(b) any change in the details of any member, beneficiary or owner of any Client Entity or its Beneficial Owner;

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

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

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

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

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

(h) the variation or release of any charge over any property belonging to any Client Entity.

You further undertake to promptly forward to us all documentation and other information evidencing the aforementioned changes including, but not limited to:

(a) originals of all letters of resignation from any directors or secretaries;

(b) original deeds of retirement and appointment of any trustees;

(c) originals of all letters of consent from persons appointed/proposed to be appointed as directors, trustees, protectors or other officers; and

(d) originals of all share transfer forms and cancelled share certificates (if any) in relation to any shares issued by any Client Entity.

We may, in certain circumstances, accept copies 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.

11. Accounting Records

You undertake:

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

(d) that where accounts or financial statements of any Client Entity are not legally required but are prepared by you or any Client Entity (if different) or on your instruction or request or that of any Client Entity (if different) that 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 after their finalisation.

Where we are engaged to maintain the accounting records and/or prepare accounts or financial statements for any Client Entity, 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.

12. Professional advice

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.

13. Remuneration from Third Parties

We shall be entitled to retain any benefit arising from any arrangements with third parties including but not limited to commissions, fees or any other form of remuneration. Any benefit received by us will not be to the detriment of rates received or charges applied by the bank or other institution concerned. We will disclose to you upon request details of any such remuneration that we receive.

14. Client money and interest thereon

Any money which we hold or receive on your behalf or that of any Client Entity (if different) or which we owe to you or any Client Entity (if different) is called “Client Money”. Where possible Client Money will be transferred to an account in your name or the name of any Client Entity (if different and as applicable) and will cease to be Client Money. If this is the case, such money will not be subject to the pooling arrangements as set out below.

Where this is not possible or appropriate we will continue to hold such Client Money in trust for you or any Client Entity (if different and as applicable) in a specially designated account for this purpose, which is known as a client bank account.

A client bank account is a bank account held by us in which we will hold your money or that of any Client Entity (if different) on trust for you or any Client Entity (if different and as applicable) while it remains in the account. All money held in a client bank account is Client Money.

A client bank account is specially created by us for the purpose of holding your money or that of any Client Entity (if different) and the money of other clients. The client bank account is segregated from any other bank account in our name holding money which is our money.

All client bank accounts are held at recognised banks. A recognised bank is a bank which holds a licence issued by the FSA for deposit taking or is authorised under the law of another acceptable country or territory to carry on activities corresponding to deposit taking (see the Financial Services Rule Book 2013 for the full definition).

A general client bank account usually holds money of several clients. The money may be held at one bank or the money may be in multiple bank accounts spread across several banks. In the event of a default of a bank where we have a general client bank account Client Money held in all of our general client bank accounts will be pooled (even if money is held in more than one general client bank account and the accounts are held in more than one bank). In this situation, each client who has money in the general client bank account will lose an equal proportion of their money, whether or not the bank your Client Money is held with is in default. This loss will be adjusted by any compensation arrangements in place.

No interest will be payable on Client Money.

15. Storage of files papers and deeds

We do not undertake to retain any files or papers for more than six years or such other longer period as set out by regulation or statute (other than those that we have agreed to retain in safe custody). We reserve the right to make a charge 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 has previously asked us in writing to keep them for longer.

16. Conflict of interest

Conflicts of interest may arise between:

(a) you and/or any Client Entity (if different) and us, or

(b) you and/or any Client Entity (if different) and another of our clients (including, for example, client companies and client trusts).

Should we become aware of the existence of such a conflict we will notify you and any Client Entity (if applicable) and any other client involved of that fact.

However, without prejudice to the foregoing, this engagement is not exclusive and we reserve the right to act for other clients, including your competitors and/or those of any Client Entity (if different).

Subject to full disclosure to you in advance you agree that we, our Appointees and our Employees shall be entitled to retain any commission or fee which is paid or may become payable to us our Appointees and our Employees notwithstanding that such reasonable commission 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.

17. Professional obligations

We aim to provide a professional service at all times. We will provide the Services ourselves or through our, Appointees, 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 and in the Isle of Man generally.

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 Client Entity is established or conducts its business and you agree that any action or in action on our part as a result of such regulatory and other obligations will not constitute a breach of the Terms and Conditions.

18. Disclosure and confidentiality

Information relating to you and/or to your business, finances or other matters, including personal data, which we may have obtained in connection with providing the Services, is kept confidential and will not be disclosed to third parties outside the Group except for:

(a) disclosures which may be necessary in relation to the provision of the Services;

(b) disclosures which we are entitled or obliged to make to the FSA, the Isle of Man Financial 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 the Terms and Conditions.

We may disclose any information relating to the engagement, including personal data about you and/or any Client Entity (if different), 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 and those jurisdictions which may not provide the same level of data protection as the jurisdiction in which you, any Client Entity (if different) and/or we are based. I f on your authority we are working in conjunction with other professional advisers we will assume that we have your consent or, if necessary, that of any Client Entity to disclose any relevant aspect of your affairs and/or those of any Client Entity, including your personal data and/or that of any Client Entity to them, including those outside the European Economic Area.

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 and/or any Client Entity (if different) and/or to any of your officers and/or those of any Client Entity.

19. Data Protection

These terms deal with our use of your data (and, where applicable, any Client Entity) as part of your engagement with us. In all other respects, our use of data is set out in our Privacy Policy https://www.oak.group/privacy.

Our contact details are set out on page 1 of the Letter of Engagement and also on our website https://www.oak.group/regulatory.

If you wish to exercise your data protection rights (see below) or have any questions about how we use your personal data, by dataprotection@oak.group 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.

Regarding your engagement with us, when we use personal data about you or others in connection with providing the Services we do so as data controller.

If the EU General Data Protection Regulation applies to you, you have certain rights. We have only set out these rights below in outline and have not included further details as some of them are complex. You should read the applicable data protection laws and guidance from the Isle of Man Information Commissioner https://www.inforights.im

Your rights are: the right to be informed; the right of access; the right to rectification; the right to erasure; the right to restrict processing; the right to data portability, the right to object and certain rights in relation to automated decision making and profiling. Where our lawful basis for processing your personal data is consent, you have the right to withdraw consent.

We collect personal data about you any Client Entity (if different) and/or other individuals directly from you, and from third parties such as third party service providers and agents involved in client identification and vetting.

We collect and use the following information about you to provide the Services: name, email address and other contact details; correspondence with us; bank account details and/or other billing details; and copies of your passport, driving licence, national identity card, utility bills and/or other identifying information required to be provided to us for anti-money laundering purposes, and any other information which we reasonably need to comply with our legal obligations.

Personal data may include special categories of data consisting of information as to racial or ethnic origin, political opinions, religious or philosophical beliefs, trade union membership, the processing of genetic data, biometric data for the purpose of uniquely identifying a natural person, physical or mental health or conditions, sexual life, 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. You (and, where applicable, any Client Entity) hereby consent to the obtaining, use, processing and/or disclosure of such special categories of data as part of your engagement with us.

When two or more Clients together engage us, each Client authorises the sharing with the other(s) of any information it provides.

We use your personal data and/or that of any Client Entity for the purposes of (a) operating and managing our company, (b) providing and improving the Services, (c) maintaining, storing and archiving our client and business records (e.g. keeping records of the work we do for you and/or a Client Entity), (d) billing and administration, (e) client identification and vetting, (f) anti- money laundering, (g) financial management, (h) statistical analysis, (i) training, (j) research and development, (k) intra-group IT and disaster recovery arrangements, (l) security, (m) marketing, (n) delete it when the personal data is no longer retained by us, (o) (when and to the extent necessary) complying with our legal and regulatory obligations, (p) (where necessary) establishing, exercising or defending legal claims, whether in court proceedings or in an administrative or out-of-court procedure. Personal data may also be used for other purposes for which you (and, where applicable, any Client Entity) give your permission, where we are permitted to do so by law, or it is in the public interest to disclose the information or is otherwise permitted under the terms of applicable data protection laws.

Before accepting your instructions, we may need to carry out certain checks (e.g. anti-money laundering and conflict checks). If so, we process your personal data to comply with our legal obligations. When we are providing our advice to you, we process personal data to provide the Services and to comply with our contractual obligation to provide such Services. We will also process personal data where it is in our legitimate interests to do so (for example, as part of the administration of our business and keeping our systems secure).

The Appointees, Employees or other member or members of the Group as well as us, may send marketing communications to you or any Client Entity by mail, email, fax, telephone or other means and/or send you industry commentaries, details of services and other marketing material. You (and, where applicable, any Client Entity) hereby consent to receiving such marketing communications. You (and, where applicable, any Client Entity) may however notify us in writing that you wish to withdraw such consent by contacting us using the following email address: dataprotection@oak.group.

We may share your personal data and/or that of any Client Entity with third parties such as (a) Appointees, (b) Employees or other member or members of the Group, (c) our service providers and agents, (d) government or regulatory authorities when are ordered or required to do so in order to identify, prevent, detect or tackle fraud, money laundering, terrorism and other crimes – this is to ensure our compliance with our legal and regulatory obligations, (e) any firm, organisation or person to whom we sell or transfer (or enter into negotiations to sell or transfer) our business or any of our rights or obligations under any agreement we may have with you. If the transfer or sale goes ahead, the transferee or purchaser may use your information in the same way as us. However, use of your personal data will remain subject to this clause 19, (f) successor in interest as part of a corporate re-organisation or in the unlikely event of an insolvency event such as a liquidation, insolvency, bankruptcy or administration. In the case of an insolvency event, our customer database may be sold separately from the rest of our business, in whole or in a number of parts. It could be that the purchaser’s business is different from ours too, (g) regulatory and governmental authorities, ombudsmen, or other authorities, including tax authorities where we are requested by them to do so, (h) other professional advisers, and/or our insurers. These third parties may be outside the EEA and have limited access to personal data to perform these tasks on our behalf and are contractually obligated to use it consistent with this clause 19.

We take appropriate technical and organisational measures to guard against unauthorised or unlawful processing of the information we hold and against accidental loss or destruction of, or damage to, such information. While no system or process is full-proof (e.g. hacking), we believe the measures implemented reduce our vulnerability to security problems to a level appropriate to the type of personal data involved and the current state of technology.

Personal data that we process for any purpose or purposes shall not be kept for longer than is necessary for that purpose or those purposes. We store some files digitally and others in hard copy. In each case we may use third parties to store your files. We keep files papers and deeds in accordance with clause 15 of these terms and conditions of business and Schedule Data Protection set out in this Engagement Letter and our Privacy Policy https://www.oak.group/privacy. We will destroy your files at the end of their storage period, or earlier with your and our consent. Please write and tell us if you object to this. We will charge you if you want us to retrieve your files after we have completed our work.

We may disclose any information relating to the engagement, including personal data about you and/or any Client Entity (if different) with third parties (or hold copies of that personal data on systems) in non-EEA countries and such non-EEA countries may not provide the same level of data protection as EEA countries. If we do so, we will comply with the rules set out in the EU General Data Protection Regulation relating to any such transfers.

Telephone calls may be recorded or monitored for training and/or security purposes.

Subject to law you have the right to request a copy of the personal data that we hold on you or any Client Entity (if different) and to correct any inaccuracies in your personal data or that of any Client Entity (if different). You will not have to pay a fee to access your personal data (or to exercise any of the other rights). However, we may charge a reasonable fee if your request is clearly unfounded, repetitive or excessive. Alternatively, we may refuse to comply with your request in these circumstances.

20. Anti-money laundering

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 that of any Client Entity (if different) and that of the Beneficial Owner of any Client Entity and to request other information from you and/or any Client Entity (if different).

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 forthcoming we may suspend or terminate the Services as we see fit.

21. Limitations on liability

We are liable only to you and to third parties to whom we have expressly undertaken responsibility.

Our maximum liability for losses, costs or damages for breach of contract, breach of trust, negligence or otherwise (other than fraud) arising out of or in connection with the provision of the Services is limited to a sum not greater than 5 times our annual fees. We will not be liable for any consequential, special, indirect or exemplary damages, costs or losses or any damages, costs or losses attributable to lost profits or opportunities. We can only limit our liability to the extent the law allows. In particular, we cannot limit our liability for death or personal injury caused by our negligence.

You acknowledge and agree that your engagement is with us alone and if you wish to make a claim relating to or in connection with the Services provided by us, the claim can only be brought against Oak Group (IOM) and not against any Employee or Appointee. We believe that this is reasonable as it corresponds to modern business practice and we have in place indemnity insurance in excess of the minimum cover required by the FSA. For these purposes claim means any claim whether arising out of the Terms and Conditions and the terms of our instructions or otherwise, and whether such claim is in contract, tort, breach of trust or on any other basis.

The benefit of the provisions of this clause extends to the Appointees, the Employees and former Employees, but the Terms and Conditions may be altered without the consent of those persons.

We will not be liable for any default or negligence on the part of a professional services firm, adviser, consultant or agent engaged or instructed by us on your behalf or that of any Client Entity, in relation to but not limited to the provision of tax or legal advice.

22. Communication

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, received by letter, telephone, fax, email or other appropriate mode of communication. We reserve the right at our sole discretion to request that instructions received by telephone, fax or electronically are confirmed by letter and 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.

Any notice or other document to be served under the Terms and Conditions must be in writing and may be delivered by hand or sent by pre-paid letter post or fax 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).

You hereby authorise us to communicate with you and any Client Entity (if different) by unencrypted electronic mail and agree we shall have no liability for any loss or liability incurred by you or any Client Entity (if different) 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.

23. Termination

You may terminate your engagement with us and the Services at any time by six calendar months’ written notice. It will be your responsibility to ensure continuity of service (if necessary) by another service provider should any of the Services be terminated.

Subject to any legal requirement (including, for the avoidance of doubt, in any trust deed in respect of which we provide the Services) that longer notice must be given, we may terminate the Services by giving six calendar months’ written notice to you and all other persons who we are required by law to notify.

Subject to any legal requirement (including, for the avoidance of doubt, in any trust deed in respect of which we provide the Services) to the contrary, we may terminate the Services immediately in the following circumstances:

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

(b) any invoices remain unpaid 30 days after the date of the invoice;

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

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

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

(f) legal proceedings are commenced against you, any Client Entity (if different), the Beneficial Owner of any Client Entity or the provider of any indemnity provided to us pursuant to the terms of the Letter of Engagement; or

(g) 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 the same.

We also reserve the right to suspend work on the same grounds, by written notice to you.

In the event of termination of the Services you are responsible for our costs and expenses incurred up to the expiration of the notice period (if any) in any written notice of termination of the Services. 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 applicable law.

In the event of the termination of the Services for any reason we will not refund any fees paid to us in advance.

In the event of the termination of the Services, should any fees be outstanding and due to us, we will be under no obligation to transfer the Trusteeship and administration of the Trust or to provide any information to a third party until such sums have been paid to us.

24. Complaints

If for any reason you are unhappy about the quality of service provided then you should, in the first instance, contact our Compliance Officer

If the issue cannot be resolved informally we will provide you with details of our complaints procedure.

25. General

We assume your compliance or that of any Client Entity (if different) with, and adequate consideration of, any legal and regulatory requirements imposed upon you or any Client Entity (if different) by any laws outside of the Isle of Man.

Any matter upon which we act for you may give rise to tax and/or accountancy implications in the Isle of Man or elsewhere. Unless we expressly agree otherwise in writing, we do not provide any tax or accountancy advice and, in particular, we do not provide any advice on the possible tax implications or consequences in the Isle of Man or elsewhere in connection with any matter or generally. You must ensure that you and/or or any Client Entity (if different) complies with all taxation and accountancy obligations and it is your responsibility to instruct accountants/tax advisers to advise upon and deal with all issues relating to tax and accounting arising in respect of or in connection with this matter or generally.

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. In addition, we are not responsible for any failure to advise on matters which fall outside the scope of our instructions.

We cannot advise you upon the merits of any transaction that a Client Entity may be entering into and you and any Client Entity (if different) will be responsible for any commercial decisions you make.

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.

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 the Terms and Conditions.

26. Agreement

We may vary the Terms and Conditions, including amending the Fee Schedule, at any time. We will, generally give you written notice of one calendar month before we do so. However, the Fee Schedule will be subject to annual review in December of 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.

The Terms and Conditions and the contract between us and you in respect of the Services will be governed by and construed in accordance with the laws of the Isle of Man. You agree that the Courts of the Isle of Man will have exclusive jurisdiction to hear and determine any dispute arising from the same, and you hereby agree to submit to the jurisdiction of the Courts of the Isle of Man. If any party commences legal proceedings then the parties agree to make an application for the proceedings to be referred to mediation pursuant to the Rules of the High Court of Justice of the Isle of Man and to use their best endeavours to resolve their disputes through the mediation process.

The Client should keep this document in a safe place for future reference.

Schedule – Data Protection

1.1 In this Schedule, the following terms shall have the following meanings:

1.1.1 “Data Protection Legislation” means:

(a) Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (General Data Protection Regulation) (“GDPR”) and any equivalent or implementing legislation;

(b) The UK Data Protection Act 2018 and/or the Isle of Man Data Protection Act 2018;

(c) the Privacy and Electronic Communications (EC Directive) Regulations 2003 and the Electronic Communications Data Protection Directive 2002/58/EC (the ePrivacy Directive);

(d) all other applicable laws, regulations or court judgements relating to the processing of personal data, data privacy, electronic communications, marketing and/or data security; and

(e) any and all legally binding guidelines, opinions, directions, decisions, or codes issued, adopted or approved by the European Commission, the European Data Protection Board, the UK’s Information Commissioner’s Office and/or any other supervisory authority or data protection authority from time to time in relation to the processing of personal data, data privacy, electronic communications, marketing and/or data security, (“DP Guidance”),

in each case as from time to time in force and as from time to time amended, extended, consolidated, re-enacted, replaced, superseded or in any other way incorporated into law and all orders, regulations, statutes, instruments and/or other subordinate legislation made under any of the above in any jurisdiction from time to time;

1.1.2 “DP Records” means full and accurate written records relating to all processing of Personal Data on behalf (directly or indirectly) of the Client pursuant to the terms and conditions of business and the Schedules (including, but not limited to Schedule – Data Protection) set out in the Letter of Engagement as required by the Data Protection Legislation;

1.1.3 “Personal Data” means the personal data which is to be processed by Intersection on behalf of the Client pursuant to the terms and conditions of this agreement in connection with Oak Group (IOM) Limited performing the Services (as defined in the terms and conditions of business);

1.1.4 “Regulator” means any person (including any individuals, corporations, unincorporated bodies and associations) having regulatory or supervisory authority over all or any part of the Services or the Client’s business in relation to the processing of personal data;

1.1.5 “Standard Contractual Clauses” means the terms to be entered into between a data importer and data exporter pursuant to the European Commission’s decision (C(2010)593) of 5 February 2010 on standard contractual clauses for the transfer of personal data to processors established in third countries under Directive 95/46/EC of the European Parliament and of the Council;

1.1.6 “controller”, “processor”, “personal data”, “personal data breach”, “data subject”, and “processing” have the meanings given to these terms in the GDPR interpreted in accordance with the relevant DP Guidance.

1.2 Roles

1.2.1 Each of the parties acknowledges and agrees that for the purposes of the Data Protection Legislation the Client is the controller and Oak Group (IOM) Limited is the processor in relation to the processing by Oak Group (IOM) Limited of any Personal Data.

1.3 Description of personal data, data subjects and processing etc.

1.3.1 The types of Personal Data, they type of data subject to whom it relates, and the subject matter, duration, nature and purposes of the processing are set out the terms and conditions of business and/or the Privacy Policy [insert link to the Oak website Privacy Policy].

1.4 Supplier obligations in relation to processing Personal Data

1.4.1 In relation to the processing of Personal Data:

(a) The Client and Oak Group (IOM) Limited will comply with its obligations under the Data Protection Legislation and ensure the protection of the rights of data subjects, and will not do or omit to do anything which causes either the Client or Oak Group (IOM) Limited to breach any of its obligations under the Data Protection Legislation;

(b) The Client hereby confirms that it has all necessary consents, permissions and authorisations to allow Oak Group (IOM) Limited (and any Oak Group (IOM) Limited sub-contractors) to process Personal Data for and on behalf of the Client in accordance with this Letter of Engagement, the terms and conditions of business and the Schedules set out in this Letter of Engagement (“Agreement”) and Oak Group (IOM) Limited will process (and will procure that its personnel will process) (including the transfer to an international organisation or a country outside the European Union) Personal Data only:

(i) in accordance with the Client’s written instructions from time to time (provided that if and to the extent that compliance with those instructions prevent Oak Group (IOM) Limited from complying with the Agreement, then Oak Group (IOM) Limited shall not be treated as being in breach of this Agreement); or

(ii) as otherwise required by law (subject to Oak Group (IOM) Limited first notifying the Client of the relevant legal requirement unless such notification is itself prohibited by law on important grounds of public interest),

and only to the extent and in such a manner as is necessary for Oak Group (IOM) Limited to provide the Services and to perform its other obligations under this Agreement in accordance with the Agreement and not for any other purpose;

(c) the Client will only provide Oak Group (IOM) Limited with instructions with regard to the processing of Personal Data which do not infringe or breach any Data Protection Legislation and Oak Group (IOM) Limited will immediately notify the Client in writing if Oak Group (IOM) Limited (or any of its DP Sub-processors) believes any of the Client’s instructions relating to processing Personal Data infringes or breaches any Data Protection Legislation;

(d) only disclose Personal Data to, and ensure that access to is limited to, those of its personnel who are bound by confidentiality obligations in relation to the Personal Data;

(e) not transfer any Personal Data to an international organisation outside the Isle of Man or the European Union or any country other than the Isle of Man and/or any country within the European Union without the express prior written consent of the Client and if such prior written consent is granted by the Client then Oak Group (IOM) Limited agrees to execute or, if requested by the Client, procure that any other third party, shall execute the Standard Contractual Clauses before doing so;

(f) implement and maintain appropriate technical and organisational measures to ensure a level of security appropriate to the data security risks presented by processing the Personal Data, including the accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to, Personal Data transmitted, stored or otherwise processed;

1.4.2 when Oak Group (IOM) Limited ceases to provide Services relating to processing pursuant to the Agreement:

(a) at the Client’s option and cost and expense (provided that the cost and expense has been notified to the Client reasonably in advance), delete or return to the Client (or as the Client may direct) all Personal Data; and

(b) delete all copies of the Personal Data except insofar as Oak Group (IOM) Limited is required by law to continue to store such copies.

1.5 Information, co-operation and assistance

1.5.1 Oak Group (IOM) Limited will take (and procure that its DP Sub-processors and their sub-contractors take) appropriate technical and organisational measures (without undue delay and in any event within the timescales reasonably specified by the Client to enable the Client to comply with the timescales set out in the Data Protection Legislation) to assist the Client in fulfilling the Client’s obligations to respond to any request by any data subject to exercise any data subject right.

1.5.2 Oak Group (IOM) Limited will at the Client’s request and the cost and expense of the Client (provided that the cost and expense has been notified to the Client reasonably in advance, assist (and procure that its DP Sub-processors and their sub-contractors where applicable will assist) the Client in complying with the Client’s obligations pursuant to the Data Protection Legislation in respect of security of processing, notification of personal data breaches to the Regulator and relevant data subjects, data protection impact assessments, the processing of subject access requests, any notices given by any Regulator or pursuant to the Data Protection Legislation, provided that such request relates to the processing of Personal Data.

1.6 Records, audit and inspection

Each party will:

1.6.1 at the requesting party’s written request and reasonable cost and expense (provided that the cost and expense has been notified to the party receiving the request reasonably in advance), make available to the requesting party all information (including all DP Records and records maintained by any DP Sub- processor) required to demonstrate:

(a) the relevant party’s compliance with this Schedule Data Protection;

(b) in the case of Oak Group (IOM) Limited only, the compliance by each of its DP Sub-processors with the Agreement between Oak Group (IOM) Limited and such DP Sub-processor referred to in Clause 1.8.1 below in this Schedule Data Protection;

(c) the relevant party’s compliance with its obligations under Data Protection Legislation; and

1.6.2 on reasonable notice or upon demand by any Regulator, allow the requesting party, its statutory or regulatory auditors, any Regulator and any Regulator’s auditors, and in each case their authorised agents, access to the DP Records and the information referred to in Clause 1.6.1 as the requesting party or any Regulator may require in order to verify the relevant party’s compliance with its obligations in relation to data processing under the Agreement and/or, where the Client is the requesting party any of Oak Group IOM Limited’s DP Sub-processor’s compliance with its obligations in relation to data processing under the contract referred to in Clause 1.8.1.

1.7 Data breach

1.7.1 If either party becomes aware that it (or any of its DP Sub-processors and their sub-contractors processing Personal Data pursuant to this agreement) has suffered an actual or suspected personal data breach, breach of security or in any other way is processing or has processed Personal Data in contravention of this Clause 1 (each a “Data Breach”), the party suffering the Data breach will notify the other party in writing without undue delay and in any event within 24 hours after becoming aware of the same; such notice shall include, in clear and plain language, such information as the party receiving the notice reasonably requires in order to comply with its regulatory obligations in relation to any Data Breach.

1.7.2 Each party will keep records of each and every Data Breach, comprising the facts relating to such Data Breach, its effects and the remedial action taken (“Data Breach Reports”), which will form part of the DP Records) and (without prejudice to Clause 1.6) will provide each such Data Breach Report to the other party upon request. Each party will co-operate with and assist the other party at the reasonable cost and expense of the requesting party (provided that the cost and expense has been notified to the requesting party reasonably in advance, and provided that the request to co-operate and assist does not arise as a result of a breach by the other party of the terms of this agreement) in relation to all measures to be taken in response to any Data Breach, as reasonably requested by the requesting party , including to remedy or mitigate the effects of any Data Breach.

1.7.3 Each party will not, except to the extent required to do so for legal or regulatory reasons, make any announcement or disclosure in relation to any Data Breach without the prior written approval of the other party.

1.8 Sub-processing

1.8.1 If Oak Group (IOM) Limited sub-contracts any of the processing of any Personal Data to any third party on behalf (directly or indirectly) of the Client and any replacement or additional sub-contractor (each also a “DP Sub-processor”), Oak Group (IOM) Limited will enter into a written agreement with such DP Sub- processor and include in that agreement at least:

(a) obligations on the DP Sub-processor which are no less onerous than the obligations on Intersection in relation to Personal Data under the Agreement; and

(b) obligations on the DP Sub-processor not to sub-contract the processing of any personal data on behalf (directly or indirectly) of the Client to any third party without obtaining the prior written consent of each of Oak Group (IOM) Limited and the Client.

1.8.2 Oak Group (IOM) Limited remains fully liable to the Client for the performance of each of its DP Sub- processors and their sub-contractors in relation to processing Personal Data. Notwithstanding the use of any DP Sub-processors or sub-contractors, Intersection is solely liable to the Client for performance of Oak Group (IOM) Limited’s obligations under the Agreement.