Terms & Conditions

Introduction

Our relationship with our clients is first and foremost about service. Naturally we have Terms and Conditions (“the Terms”), but because of our commitment to service we aim to make these as clear and as understandable as possible. In these terms we have therefore inserted some “Plain English” guidance notes as to what the Terms are intended to achieve.

These guidance notes are shown in italic bold text so as to clearly distinguish them from the text of the Terms themselves. It is the text of the Terms that sets out the definitive legal and contractual arrangements between us, but we hope that you will find the guidance notes a useful indication of our intentions.

Terms & Conditions

List of Terms and Conditions:

Definitions and Interpretation
Provision of Directors
Application of Terms and Conditions
Communications and Notices
Fees, Remuneration and Expenses
Your Undertakings and Acknowledgements
Client Due Diligence
Non-Exclusivity
Conflicts of Interest
Restrictive Covenants
Tax, Legal and Regulatory Advice
Tax Information Exchange Arrangements
Economic Substance
Data Protection and Confidentiality
Document Retention
Client Money
Safe Custody
Outsourcing
Indemnity and Limitation of Liability
Termination
Assignment
Force Majeure
Lien
Anti-Bribery and Corruption
Severability
Joint and Several
Variation
Intellectual Property
Use of Name
Notices
Governing Law and Jurisdiction
Complaints Policy

1. Definitions and Interpretation

Who we are, who you are, and the services that we may provide to you. HFL has various subsidiary companies to provide specialised, and when we talk about “We”, we mean any of the HFL companies. Similarly when we talk about “you”, we mean you personally as well as your trust, company or other entity, in whatever your role or position is in relation to that entity.

"Affiliate" means any parent or subsidiary of an Entity or any other Entity which has the same ultimate parent.

“Agreement” means any agreement in writing including, but not limited to, any letter of engagement or completed information form between you or the Entity and HFL relating to the Services.

"Applicable Law" means any applicable law, customary law, order, regulation, rule, order of court, code or similar in any jurisdiction, as amended, re-enacted or modified from time to time

“Client”, “you” and “your” as the context permits means any person or entity to whom HFL provides Services or whom benefits from these Services and an Entity, Member, Affiliate, sponsor, promoter or other connected person of such person or entity. For individuals, this includes heirs, personal representatives and assigns, and for corporate entities this includes their successors and assigns.

"Constitutional Documents" means the documents constituting the Entity and includes, without limitation, the memorandum and articles of incorporation, trust deed, partnership agreement and any amendments thereto.

"Economic Substance Law" means the Income Tax (Substance Requirements) (Implementation) Regulations 2018, together with any rules and guidance issued thereunder.

“Entity” means any body corporate, foundation, partnership, trust, association or other person in respect of which Services are provided.

"Fiduciaries Law" means The Regulation of Fiduciaries, Administration of Businesses and Company Directors, etc (Bailiwick of Guernsey) Law, 2020.

“HFL”, “we”, “us” and “our” as the context permits means the Service Provider, which includes HFL Limited, its subsidiary companies (Adelphi Limited, Barnham Limited, Cavendish Securities Limited, Elan Holdings and Investment Limited, Forest Securities Limited, Heritage Property Holdings Limited, Heritage Trust Limited and Wigmore Secretaries Limited and any other subsidiary or associated companies), its affiliates and any successors in title and includes the Directors, Officers, Consultants and employees of HFL Limited.

"Losses" means any loss, cost, charge, expense, payment, interest, demand, claim, action, proceeding, suit, penalty, damages, legal fees, liability, obligation, detriment, adverse judgment, order or other sanction.

"Member" means any member, shareholder, partner or similar as applicable from time to time of the Entity.

"Operator" means any director, general partner, manager or trustee of the Entity and includes, where applicable, any alternate director.

"POI Law" means The Protection of Investors (Bailiwick of Guernsey) Law, 2020.

"Regulatory Laws" means the Fiduciaries Law and the POI Law.

"Relevant Activities" has the same definition as given to that term in the Economic Substance Law.

“Reportable Person” means any person who is resident in a tax jurisdiction in respect of which there is an obligation to provide certain information about that person under any Tax Information Exchange Agreement.

“Services” means all Services provided in connection with the establishment, management or administration by HFL of any Entity including the provision of Trustees, Council, Protectors, Partners, Directors and Shareholders, and all administration necessary to ensure the good standing and proper management of the Entity.

"Tax Information Exchange Agreements" means any laws, treaties and regulations created to enable automatic exchange of tax information and include the Agreement to Improve International Tax Compliance and to Implement FATCA entered into between Guernsey and the United States of America on 13 December 2013, the Agreement to Improve International Tax Compliance entered into between Guernsey and the United Kingdom on 22 October 2013 and the OECD Common Reporting Standard for Automatic Exchange of Financial Account Information.

“Terms and Conditions” or “Terms” means these terms and conditions as from time to time amended. A copy of the current Terms and Conditions may be obtained from our website at www.hfl.co.gg.

1.1. In these Terms and Conditions and in any Agreement, any reference to:

1.1.1. a recital, a clause or a sub-clause is, unless the context otherwise requires, a reference to a recital, clause or sub-clause of such Agreement or these Terms and Conditions;

1.1.2. these Terms and Conditions or to any Agreement shall be construed as a reference to such Agreement, Terms and Conditions or document as amended, varied, modified, restated, supplemented, novated or replaced from time to time; and

1.1.3. any statute or statutory provision shall, unless the context otherwise requires, be construed as a reference to such statute or statutory provision as it may have been amended, modified, extended, consolidated, re-enacted or replaced and shall include any subordinate legislation made thereunder.

1.2. In these Terms and Conditions and in any Agreement, except where the context otherwise requires, words denoting the singular include the plural and vice versa, words denoting a gender include every gender and references to persons include bodies corporate and unincorporated.

1.3. The words execution, signed, signature and words of a like import in these Terms and Conditions and any Agreement shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity and enforceability as a manually executed signature or the use of a paper based record keeping systems, as the case may be, to the extent and as provided for in any Applicable Law.

1.4. Clause headings in these Terms and Conditions and any Agreement are inserted for convenience only and shall not affect the construction of these Terms and Conditions or any Agreement.

2. Provisions of Directors

Senior Staff of HFL will be nominated to act as director of a company for which HFL provides company administration services. The powers and duties of directors are a matter of Law and are also set out in HFL’s MEM & Articles of Association. The directors will exercise their duties and obligations independently, for the benefit of HFL in order to fulfil their responsibilities, the directors need to have a full understanding of the nature of the business and its activities.

3. Application of Terms and Conditions and Variation

3.1. These Terms and Conditions apply to all Services provided by us and should be read in conjunction with any Agreement also made between HFL and you.

3.2. In the event of any inconsistency between these Terms and Conditions and the terms of any Agreement entered into by us and you in relation to the Services, the terms of the Agreement shall prevail. The Agreement and these Terms and Conditions are together referred to herein as the Client Agreement.

3.3. The Client Agreement (as may be amended from time to time) constitutes the exclusive basis on which HFL provides the Services to the Client or the Entity.

3.4. If you instruct HFL to provide the Services to an Entity following receipt of these Terms and Conditions the Client and the Entity shall be deemed to have agreed to, and be bound by, these Terms and Conditions.

3.5. HFL will provide, or arrange the provision of, the Services and will have the power, authority and right to act in relation to the general administration of the Entity in accordance with the Client Agreement.

3.6. HFL and each member of its regulatory affiliation is licensed and regulated by the GFSC. The Services provided by HFL are subject to the relevant Regulatory Law and the relevant codes of practice issued by the GFSC from time to time pursuant to Applicable Law.

4. Communications and Notices

The basis on which we may act for you, or in some circumstances not do so. We may act on your written requests, however communicated, or verbal requests if specifically agreed. We may refuse to act if we think there is a problem with your requests.

4.1. You authorise us to accept, rely upon and act upon Proper Instructions. Proper Instructions means instructions and information:

4.1.1. given or purportedly given by:

4.1.1.1. any person whom we believe to be authorised by you;

4.1.1.2. the Client;

4.1.1.3. any Operator; or

4.1.1.4. any secretary of the Entity (if not provided by HFL);

4.1.2. given in writing, by fax or electronically (including email, any client service portal or other means of communicating over the internet) that is received by us in a form legible to us;

4.1.3. given orally subject to the Entity and HFL having first agreed in writing the circumstances in which oral instructions may be given and whether and when written confirmation of such oral instructions is required.

4.2. We are not under a duty to make any enquiry as to the genuineness or authenticity of any instructions or the authority or identity of the person giving them and we may act upon all Proper Instructions as appear to us to be authentic.

4.3. We may refuse to act in accordance with any instructions where, in our judgement:

4.3.1. we have doubts as to the authority of the person giving the instructions;

4.3.2. the instructions are unclear or are contradictory to the provision of the Services; or

4.3.3. the instructions conflict with our duties as Trustee, Council, Guardians Director, Officer or Shareholder and/or relevant laws in force from time to time.

4.4. In accordance with our duties as Trustee, Council, Director or Officer and/or relevant laws in force from time to time we may take immediate action in respect of taking actions in the best interest of the Entity, Client or beneficiaries without necessarily seeking any guidance or professional advice prior to so acting. We shall not be liable for any of our actions or inactions in relation to this clause.

4.5. We shall not be liable for:

4.5.1. any failure to comply with requests which are either not in writing, or are incomplete, illegible, ambiguous, or contain errors;

4.5.2. the non-receipt of requests;

4.5.3. acting on requests received from any person lacking authority but acting purportedly on the authority of the client.

4.6. Neither HFL nor any employee of HFL shall incur any liability in respect of any action taken or not taken by HFL or any employee of HFL in good faith in reliance upon Proper Instructions and the Client and/or the Entity irrevocably indemnifies HFL and the employees of HFL against any Losses suffered or incurred by any of them resulting from action taken or not taken by HFL or the employees of HFL in good faith in reliance upon Proper Instructions.

4.7. In providing the Services, HFL may refuse to act or take any action or omit to take any action which, in its opinion:

4.7.1. may be contrary to any Applicable Law;

4.7.2. may conflict with any provision of the Constitutional Documents;

4.7.3. may be inconsistent with any duty owed by us to the Client or the Entity; or

4.7.4. would result in the risk of prosecution or other sanction of any kind in any jurisdiction or the withdrawal of, or imposition of any conditions in respect of, any licence, consent or other authorisation issued to HFL by any legal, governmental or regulatory authority in any applicable jurisdiction.

4.8. We may communicate with you orally, in writing, by fax, electronically or by unencrypted email, unless you expressly instruct otherwise, either generally or for highly confidential messages. Internet communications, however, cannot be guaranteed to be secure or error-free as they may be intercepted, corrupted, lost, arrive late or contain viruses. HFL shall be entitled for all purposes in relation to dealings with all persons to rely on the authenticity and accuracy of all information and communications of whatever nature (including through facsimile, email, client service portal, the internet or similar systems) received by HFL in good faith in connection with the performance of its duties and shall not be responsible or liable for any failure of delivery, corruption, virus infection, or unauthorised interception which may occur or for any Losses arising by virtue of any such information or communication not being authentic and/or accurate or any communication transmitted to or by HFL having been interfered with, intercepted or manipulated by any person.

4.9. Any notice given in relation to the Terms shall be in writing by letter, fax or email and be sent to your last notified correspondence address. Any notice:

4.9.1. posted shall be deemed to have been received five days after posting;

4.9.2. delivered by hand shall be deemed to have been delivered at the time of delivery; or

4.9.3. sent electronically (including by email or fax) shall be deemed to have been delivered at the time of sending.

5. Fees, Remuneration and Expenses

We set out the basis on which we will charge you fees and other expenses, and you agree to pay these when due. You also agree that all outstanding fees and expenses will be paid before any assets or structures are transferred out.

5.1. Our responsibility fees (whether fixed fees or time spent) will be as agreed with you on the onset of our business relationship and advised to you in writing.

5.2. We may vary our fixed fees from time to time in line with inflation, competitor rates, overheads, increased levels of responsibility, the impact of regulatory obligations, international reporting requirements and such other factors as we may consider to be fair and reasonable.

5.3. HFL may charge additional fees for the provision of the Services where the volume of work required to be carried out by HFL is greater than expected. Fees for services not included in the Client Agreement will be charged on a time spent basis in accordance with our billing rates. Such billing rates are available on request from HFL.

5.4. Our billing rates vary according to the experience, qualification and role of the individuals involved. Our billing rates are reviewed from time to time and may be adjusted as we consider necessary. The billing rates applied will be those in force at the time that the work is undertaken.

5.5. It is not our practice to notify you of changes to billing rates but we will provide up to date information upon request.

5.6. The Entity shall be responsible for the payment of its own cost and expenses (whether incurred directly by the Client, the Entity or HFL).

5.7. By instructing us, you authorise us to incur and charge for disbursements such as those relating to registry fees, court fees, courier services, government fees, travel expenses and other third party charges.

5.8. Where significant or unusual third party payments are required we may forward any related invoices to you for direct payment or request monies on account.

5.9. If a disbursement for which we request monies on account is incurred in a currency other than that in which the invoice is being produced, those disbursements will be converted to the same currency as that in which the invoice is being issued using the relevant [oanda.com] rate as we may use from time to time. Should there be any currency fluctuations in this period between the calculation being made and the disbursement being settled, we reserve the right to charge you for the additional cost.

5.10. Our mandatory due diligence procedures may result in a charge depending on the extent of the due diligence required.

5.11. We will add to your invoice any value added tax, goods and services tax or other similar tax that may be chargeable on all or any part of the Services which we provide as part of our engagement or any disbursements or charges in relation to those Services.

5.12. In the event that you are required to withhold or make any deductions in respect of any tax or similar levy, you will pay to us such additional amount as will ensure we receive the same total amount that would have been received if there were no such withholding or deduction.

5.13. We are entitled to the payment of our fees, expenses and any other sums owing to us from the assets of the Client and/or Entity, including any monies in the Clients and/or Entity's bank account or otherwise held by HFL on behalf of the Client and/or Entity, without your prior consent.

5.14. You agree to guarantee the payment of all monies due in accordance with this Agreement.

5.15. You will ensure that the Entity has sufficient funds to meet its liabilities under this Agreement.

5.16. All invoices are payable within 30 days of issue. Where there is more than one Client, each shall be jointly and severally liable for HFL's fees.

5.17. If the fees are not paid within 30 days, the Client or the Entity shall be in default without a notice of default required.

5.18. Subject to prior written notice that fees due to HFL have not been paid within [90] days from the invoice date, HFL reserves the right (until all unpaid invoices plus interest, if any charged, are paid in full) to:

5.18.1. cease to provide the Services;

5.18.2. charge interest from the due date, at the rate of 2% per month on all overdue amounts calculated daily;

5.18.3. sell, lien or obtain a charge over any assets in HFL's possession or control and notwithstanding any conflict of interests; and/or

5.18.4. procure the voluntary striking off or liquidation of the Entity (as applicable) or its removal from the relevant register maintained by the Registry of the relevant jurisdiction (and the costs of doing so shall be borne by you or the Entity (as applicable)).

5.19. You are not entitled to recover any part of the annual responsibility fee should this Agreement be terminated during the relevant year.

5.20. For the avoidance of doubt all fee amounts or any other amounts outstanding will be settled prior to any assets of the Entity, or the Entity itself (as applicable) being transferred to any other person.

5.21. Where you settle an invoice in a currency other than that in which the invoice has been issued we reserve the right to retain any resulting foreign exchange gains unless you request return of the excess (minus any bank charges incurred in respect of that payment).

6. Your Undertakings and Acknowledgements

The assets you may bring along to us are all legally acquired and held, and the structures that we administer for you will not be used for any illegal activities. You will keep us informed of anything that might affect our relationship, and you confirm that you have taken and will continue to take any tax, legal or regulatory advice that may be required now or in the future.

6.1. You undertake and covenant that (in respect or yourself and any Entity):

6.1.1. all information supplied to HFL by the Client, Entity or Affiliates at take on and on request at any time during the Client Agreement (whether by way of provision of information in a take on form, transfer of books and record maintained by a previous provider, supporting documentation or otherwise) is complete, accurate and not misleading as at the date it is given and HFL will be kept fully and promptly informed of any material changes in such information;

6.1.2. all assets which are or will be introduced to the Entity have been lawfully introduced and are not derived from or otherwise connected with any illegal activity;

6.1.3. in respect of any assets transferred to the Entity, that all due taxes have been paid and that all information provided in connection with them are true and accurate;

6.1.4. neither you, the Entity nor any assets or funds held by the Entity will be engaged or involved directly or indirectly with any unlawful activity or used for any unlawful purpose;

6.1.5. neither you nor the Entity will not undertake any activities which will require a licence, consent or approval in any jurisdiction without first obtaining such licence, consent or approval or which will breach any conditions contained in any such necessary licence, consent or approval;

6.1.6. you and Entity will comply with all relevant Applicable Laws with respect to the Entity's activities, including, but not limited to, all filing requirements in any applicable jurisdiction and that all taxes and governmental dues payable by the Entity are discharged where necessary;

6.1.7. you shall keep us adequately informed of all business to be transacted in the name of or for the account of the Entity and of any event (including any actual or threatened litigation) of which we may not be aware and could have a material effect on the Entity or its assets or activities or upon our willingness to continue to provide the Services;

6.1.8. you have taken, and continue to take, in respect of yourself and the Entity appropriate tax, accounting, legal and other advice with regard to the establishment of the Entity and its proposed activities and for ensuring that you and the Entity comply with all Applicable Law in all relevant jurisdictions, including but not limited to the provisions of the Economic Substance Law, and, if requested, will provide copies of advice relevant to our responsibilities and you understand that unaudited accounts will be prepared and can be made available to you annually;

6.1.9. no instructions will require any unlawful act to be undertaken by us or on our behalf;

6.1.10. you will notify us, immediately upon becoming aware, of:

6.1.10.1. any act, omission or event which may have a material effect on the Entity or its activities or assets; and

6.1.10.2. any actual or threatened litigation or investigation by any judicial or regulatory body in any jurisdiction;

6.1.11. you will notify us immediately of any changes to the information provided to us in any letter of engagement or completed information form or other written agreement sent by HFL to you or the Entity;

6.1.12. you will promptly provide us with all such information, documentation and records (as well as notification of any changes which relate to or affect the Services being provided under the Client Agreement) as we may reasonably require to perform our duties;

6.1.13. you and the Entity shall provide full details of, and promptly inform HFL of, any changes in its contact details or any other details required to be maintained by HFL to comply with its obligations under the Economic Substance Law and the Tax Information Exchange Agreement; and

6.1.14. you will neither cause nor permit anything to be done which will or is likely to impose any civil or criminal liability or penalty on HFL or any of the employees of HFL.

6.2. You and the Entity acknowledge and accept that:

6.2.1. all investment carries a risk and that losses can occur regardless of past performance;

6.2.2. HFL may be required to disclose information in relation to the Client or the Entity to a foreign tax authority and/or report from time to time to local tax authorities information which may be exchanged to foreign tax authorities;

6.2.3. the Services do not, and will not, include the provision of any investment, tax or legal advice on the laws or regulations of any jurisdiction and that any discussion that HFL may enter into with the Client or the Entity from time to time in the course of the provision of the Services will be for general information purposes only and no such discussions may be relied upon by the Client as investment, legal or tax advice; and

6.2.4. HFL is bound by regulatory and other obligations under all Applicable Laws and Tax Information Exchange Agreements and agree that any action or inaction on the part of HFL in carrying out such obligations shall not constitute a breach of HFL's duties under the Client Agreement.

7. Client Due Diligence

As is now standard practice in all reputable jurisdictions, we are obligated to undertake anti-money laundering and anti-terrorist financing checks. These apply both when a new relationship is commenced and when additional funds are received. If CDD checks are not completed satisfactorily we may have to terminate the relationship and/or return funds to the sender.

7.1. We are required by the Regulatory Laws and other relevant Applicable Laws to undertake anti-money laundering and anti-terrorist financing checks and procedures (“CDD Checks”) and are unable to provide Services until these checks and procedures have been completed to our satisfaction. As a minimum we will generally require confirmation of identity and residence, the source of funds/wealth and such other information as we may at our absolute discretion require. Any information that we require must be provided to us within a reasonable period of time from when it has been requested.

7.2. In the event that CDD checks are not completed to our satisfaction or information that we requested has not been provided we reserve the right to immediately terminate our relationship and the provision of Services.

7.3. If our relationship is terminated in accordance with the provisions above we shall return any funds received (less any fees, expenses or other costs properly due) to an account with a licensed financial services provider (e.g. Bank or investment company) held in your name or the name of the Entity as appropriate.

7.4. On or prior to our receipt of funds we must be satisfied as to the source of the funds and may refuse to accept the funds unless we are so satisfied. We must be provided with any information we may at our absolute discretion require to satisfy ourselves on the source of funds. If we are not satisfied on the source of the funds they will be returned (less any fees, expenses or other costs properly due) to an account with a licensed financial services provider held in your name or the name of the Entity as appropriate.

8. Non-Exclusivity

We provide a range of Services to a range of clients, and do so on the basis that we are free to provide any service to any client.

8.1. The Services of HFL are not exclusive and HFL reserves the right to provide any Services to any person as may be required.

8.2. HFL shall not be deemed to be given notice of, or to be under any duty to disclose to, the Client or the Entity, any fact or thing which may come to the notice of HFL or any of the employees of HFL in the course of HFL providing similar services to other clients or in the course of its business in any other capacity or in any matter whatsoever otherwise than in the course of carrying out its duties under the Client Agreement.

9. Conflicts of Interest

9.1. The Client and the Entity acknowledge that in providing similar services to other persons, HFL may provide services to persons where the interests of that person and the Client and/or Entity may conflict. The Client and the Entity permits HFL to act, or continue acting, in such circumstances.

9.2. The Client and the Entity consent to HFL acquiring, holding, disposing of or otherwise dealing with for its own account or for the account of any other client or other person (or their nominee) any securities or other investments (notwithstanding that those securities or other investments may also be held by or on behalf of the Client or the Entity) and acknowledge that HFL shall be liable to account to any person for any profits or benefits made or derived by it in connection with any such transactions.

10. Restrictive Covenants

The Client shall not, during the course of the provision of the Services or for a 12 month period following termination, solicit, entice away or employ (or endeavour to solicit, entice away or employ) any employees of HFL who have been involved in the provision of the Services at any time within the previous 12 months.

11. Tax, Legal and Regulatory Advice

We do not provide tax, legal or regulatory advice, which is why we require you to undertake that you have received this advice. (N.b. See 4.8).

11.1. We do not provide tax, legal or regulatory advice in relation to Guernsey or any other jurisdiction.

11.2. We may require you to provide copies of any tax, legal or regulatory advice that you have received. We may also advise you to obtain tax, legal or regulatory advice and require you to provide us with copies of the advice received.

11.3. You acknowledge that we will not be liable for any tax, legal or regulatory consequences or issues arising directly or indirectly from our provision of Services to you.

12. Tax Information Exchange Agreements

12.1. For each Reportable Person we are obliged to provide the relevant tax authority with certain information which presently includes their name, address, jurisdiction(s) of residence, tax identification numbers, date and place of birth. In addition we must report the amounts of interest, dividends and other income generated and paid or credited to them, as well as the gross proceeds paid or credited to them from the sale or redemption of financial assets.

12.2. The Client and the Entity shall procure that HFL is provided from time to time with any information relating to it or the persons concerned with it (including, without limitation, its Reportable Persons), the nature of its business, its ultimate beneficial owner(s), the origins of the funds used within the relevant structure of which it is part and any other information which it may hold and which HFL is or may be required by Applicable Law or any Tax Information Exchange Agreement to collect, update and maintain to enable it to comply with the relevant regulations and requirements set forth therein and to determine the scope of the Services and the volume and nature of the transactions entered into by the Client or the Entity.

12.3. If an identified Reportable Person fails to co-operate with HFL regarding their tax residency and/or tax status, we are still obliged to disclose details to the relevant tax authority under the Tax Information Exchange Agreements if we believe a person is a Reportable Person based on the information held by us.

12.4. The Client and the Entity shall provide full details and promptly inform HFL of any changes to their tax status, including any change of name, address, jurisdiction(s) of residence, tax identification number(s) or any other details required to be maintained by HFL to comply with its obligations under the Tax Information Exchange Agreements.

13. Economic Substance

13.1. The Client and the Entity acknowledge that HFL may be required by the Economic Substance Law to comply with certain reporting obligations in relation to the business and activities of the Client and the Entity and accordingly the Client shall, and shall procure that, the Entity shall:

13.1.1. notify HFL at the earliest opportunity (and in any event within 7 days) where the Entity currently undertakes, or proposes to undertake Relevant Activities in Guernsey pursuant to the Economic Substance Law;

13.1.2. respond to any inquiries raised by HFL for the purposes of ascertaining, clarifying or verifying any information required under the Economic Substance Law as soon as practical; and

13.1.3. do all other actions or provide any information as may be requested by HFL for the purposes of complying with the requirements under the Economic Substance Law.

14. Data Protection and Confidentiality

We need to hold and process your personal data. We will always do so in accordance with our legal and regulatory requirements and our commitment to the confidentiality of your affairs. There may be times when to comply with legal or regulatory requirements we will need to disclosure your data to regulators, tax authorities or other parties, but we will only ever do so on the basis set out in the Terms.

14.1. Reference in these Terms and Conditions to Client Information means all the details we hold about you and the matters upon which we are instructed by you, whether those details are supplied by you or come from third parties. We are committed to ensuring that Client Information is kept confidential in accordance with these Terms and Conditions.

14.2. Subject to clause 13.5 and 13.6, HFL shall not at any time disclose to any person, and shall treat as confidential, any Client Information.

14.3. Subject to clause 13.5, the Client and the Entity shall not at any time disclose to any person (other than its directors, officers, employees, consultants and agents on a need to know basis and provided they are subject to similar standards of confidentiality) and shall treat as confidential, any information regarding HFL (including but not limited to fees, business operations, terms and customers).

14.4. Neither party shall without the written consent of the other party, at any time after the termination of its appointment under the Client Agreement, represent itself as being in any way connected with or interested in the business of the other.

14.5. Neither party shall disclose to any third parties any Client Information or confidential HFL information unless:

14.5.1. such disclosure is permitted by these Terms and Conditions;

14.5.2. such information is already in the public domain or know to the recipient (otherwise than as a result of unauthorised or improper conduct of the recipient);

14.5.3. disclosure is required under any Applicable Law, any order of a court with jurisdiction or pursuant to any direction, request or requirement (whether or not having the force of law) or any governmental, regulatory or supervisory body;

14.5.4. the disclosure of any information is to any person we reasonably believe to be authorised or engaged by you, for example delegates or professional advisors (including but not limited to the circumstances in clause 17) who receive the same under a duty of confidentiality;

14.5.5. the disclosure of any information in accordance with clause 5.2; or

14.5.6. the disclosure of any information is with the consent of the relevant parties to the Client Agreement.

14.6. We may disclose Client Information for legitimate business purposes to any of the following, which may be in another country:

14.6.1. other members of HFL which have agreed to be subject to the terms of these Terms and Conditions, including this clause; and

14.6.2. service providers or agents who are subject to duties of confidentiality such as auditors, credit reference agencies, insurers, debt collectors and providers of computing facilities.

14.7. The legitimate business purposes for which we use and may disclose Client Information include but are not limited to:

14.7.1. general client and matter management, undertaking internal conflict of interest checks, anti-money laundering and financing of terrorism checks, analysing HFL's performance and generating internal financial and marketing reports;

14.7.2. assessing legal and financial risks and collecting debts;

14.7.3. ensuring that our client care is of the highest quality;

14.7.4. marketing HFL's services to you in the future, which may involve contacting you or, where applicable, individuals within your organisation using the contact details that you have provided to us.

14.8. From time to time we may wish to refer to you as a client of HFL in publications or other marketing material. We may also wish to refer to matters on which we have acted for you where we reasonably consider that such matters are in the public domain or are otherwise not of confidential nature. Unless you advise us otherwise in writing (either generally or in relation to any particular matter) we will take it that you consent to this.

14.9. If we have suspicions of money laundering based on information obtained by us professionally, it may be necessary or appropriate for us to report those suspicions to the relevant authorities. Such a report does not breach any duty of confidentiality owed and we shall not be liable for any Losses suffered as a result of a delay in providing the Services or for HFL's refusal to provide information regarding such delay.

14.10. Where any transfer of Client Information as described in these Terms and Conditions is to any person in another country, such transfer is on the basis that anyone to whom we pass it provides an adequate level of protection. However:

14.10.1. that other country may not provide the same level or type of statutory (other legal) protection as your country; and

14.10.2. in some circumstances, your Client Information may be accessed by law enforcement agencies and other authorities to prevent and detect crime and comply with legal obligations.

14.11. Where Client Information consists of personal data about you and/or your officers, employees, shareholders, beneficial owners, associates, agents and, where applicable, family members you acknowledge that we may process such personal data in accordance with any data protection legislation applicable to us and our Privacy Policy.

14.12. Depending on the nature of the Services, HFL may obtain and process personal data as either a data controller or a data processor. In our Privacy Notice we set out how we obtain and use personal data about you before and after your relationship with us, and your rights in respect of the personal data, all in accordance with the Data Protection (Bailiwick of Guernsey) Law, 2017 (“the DP Law”) and in accordance with the European Union General Data Protection Regulation (2016/679). We may update our Privacy Notice from time to time. A copy of the current version of our Privacy Notice may be obtained from our website at www.hfl.co.gg.

15. Document Retention

We have a document retention policy and will keep documents and records for so long as we are required to do so. When they are no longer needed they will be deleted or destroyed. If our relationship terminates we may transfer documents and records to you or any new service provider.

15.1. Subject to any legal or regulatory requirements we will retain all documents and records (or copies thereof) provided to or created by us during the course of our providing Services to you for a minimum of 6 (six) years from the termination of our relationship.

15.2. Documents and records may be retained in paper or electronic format at our discretion and save as required by Applicable Law we may delete or destroy any documents or records that we consider no longer need to be retained.

15.3. On the termination of our relationship we may, subject to our rights under clause 14.1 and 22 and the payment of any outstanding fees expenses or other amounts due to us, we will hand over to you or the new service provider or such other party as may be appropriate the latest statutory records, documents and other records as may reasonably be required for the future administration of your affairs.

16. Client Money

Client monies will always be kept separately from our own monies. We will generally achieve this for clients by setting up accounts over which we have control with banks or institutions of our choosing.

16.1. We reserve the right to request a payment on account of fees, disbursements and/or charges.

16.2. We do not provide banking facilities and will usually hold money on your behalf by setting up accounts in the name of the relevant entity that will be under our control.

16.3. We may set up accounts with any bank or institution of our choosing. We will not be liable for any Losses (whether consequential or otherwise), damages or liabilities howsoever arising associated with the acts, omissions, failure or insolvency of any bank or institution with whom we maintain an account on your behalf.

16.4. Where we are holding money for you, on account or otherwise, we may use this money towards payment or part-payment of any of our outstanding invoices. Should you inform us in writing of a bona fide dispute in relation to our fees, disbursements or charges, we will place such funds on a suspense account pending resolution of any such dispute.

16.5. To the extent that tax is or is required to be deducted from any amounts paid or received by a Client, Entity, any Affiliate or other connected entity, we may account to the relevant tax authorities for tax deducted.

16.6. Where we receive or are holding money for you on account or otherwise and we have suspicions of money laundering or any illegal activity we may be obliged to report those suspicions to the relevant authorities and reserve the right to refuse to transfer out such money without the prior sanction of any relevant authorities.

16.7. Following termination of the engagement any monies retained in our client account shall (subject to clause 15.6 and clause 22) be dealt with in accordance with HFL's client monies information sheet (a copy of which is provided with the letter of engagement and is also available from us on request) which may involve any negligible or untraceable amounts being paid away to charity.

17. Safe Custody

We will keep important records and documents in a safe place.

We will hold in safe custody deeds, documents and records of any kind that we consider appropriate to hold in this way. We will not be liable for any Losses associated with the loss or damage of any items held in safe custody unless due to our fraud or gross negligence.

18. Outsourcing

We may delegate any part of our work for you to others.

18.1. Subject to any applicable legal or regulatory restrictions or requirements, we may act by responsible employees of HFL and, at the expense of HFL, shall be entitled to appoint sub-administrators, nominees, agents or other delegates to perform in whole or in party part of our duties under the Client Agreement provided that HFL will continue to be responsible to you as if it were performing the Services directly.

18.2. We may, with your prior consent (not to be unreasonably withheld or delayed) and at your cost, obtain and rely upon (without responsibility for any Losses) professional advice on any matter relating to the Services.

19. Indemnity and Limitation of Liability

If anything goes wrong you agree to indemnify us for any cost of liabilities that we incur, unless of course it is our fault, i.e. it is because of our fraud or gross negligence. You also agree that if something goes wrong we may take any steps that we consider necessary to protect the assets and structure(s), and we will not be liable for anything that goes wrong on account of circumstances beyond our control.

19.1. You undertake at all times to hold harmless and to indemnify us to the greatest extent permitted by law against all Losses for which we (our agents and nominees) may become liable as a result of anything done or omitted to be done under this agreement other than Losses arising from fraud, wilful default or gross negligence by us. 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 engage in legal action on behalf of the Entity without a further indemnity against costs and liabilities. We shall not be liable for any failure or delay in the performance of our obligations in connection with the Services arising out of circumstances beyond our control. Where a business or any interest therein is contained in the assets of an Entity we shall not be bound or required to interfere in its management or conduct.

19.2. HFL shall not be liable for Losses incurred by the Client or the Entity:

19.2.1. due to any failure or delay in performance by HFL of its obligations in connection with the Services arising out of or in connection with circumstances, events or causes beyond its reasonable control (including, but not limited to (i) the Client and/or the Entity failing to comply with any Applicable Laws, (ii) acts of God, (iii) civil or military disturbances, (iv) outbreaks of war, (v) acts of terrorism, (vi) natural disaster, or any (vii) act of government or any other authority;

19.2.2. due to a breach of the Client Agreement by HFL, where HFL is able to remedy the breach within 30 days from the date notice of the breach is given by the Client or Entity and with no subsisting material damage to the Client or Entity;

19.2.3. due to HFL, acting upon instructions given by the Client or the Entity whether orally or by facsimile transmission or uncoded e-mail or other form of electronic transmission, in particular, where such instructions or actions given by the Client or the Entity have not been advised or recommended by HFL; or

19.2.4. by reason of or arising out of the carrying out or default in carrying out of the Services (or of any other obligations under the Client Agreement) and/or complying with certain obligations under the Applicable Laws by or on behalf of HFL except to the extent arising directly from fraud, willful misconduct or gross negligence of HFL.

19.3. Any liability of HFL will be reduced to take into account any contributory negligence to the extent that the Client and/or the Entity has contributed to the Losses pursuant to Applicable Law.

19.4. Any liability of HFL shall be limited to the amount paid out by the professional liability insurance of HFL. If the insurer makes no payment under the insurance, the liability of HFL shall be limited to an amount not exceeding the aggregate amount of the fees paid during the period of 12 months prior to the occurrence of the event or incident which led to the claim. This limitation applies per year on the aggregate and not per claim.

19.5. HFL shall not be liable to the Client or the Entity for activities conducted or services rendered by third parties or liable for any fees due to third parties for services rendered to the Client or the Entity.

19.6. HFL will not be liable to the Client or the Entity for any losses which arise as a direct or indirect result of:

19.6.1. the acts or omissions of any other person;

19.6.2. the provision of incomplete, misleading or false information by the Client, the Entity or any Affiliate; and/or

19.6.3. any actions taken by the Client or the Entity in breach of the Client Agreement, the Economic Substance Law, Applicable Law and/or the laws of the jurisdiction that apply in relation to the Client or the Entity.

19.7. HFL shall not be liable:

19.7.1. for any loss of goodwill, any indirect or consequential losses, direct or indirect loss of business opportunity or profits, special incidental, punitive or exemplary loss, damage or expense; or

19.7.2. arising by reason of any delay to act upon instructions and requests received by the Client or the Entity where such delay is due to circumstances beyond its reasonable control.

20. Termination

We may terminate our Agreement by giving you written notice, of if you are in breach of any undertakings you have given us, including your agreement to be bound by the Terms. If we do have to terminate our agreement we will still be entitled to be paid for the fees and expenses due up until then, and the indemnities that you have given us will continue to be in effect.

20.1. The termination of the Client Agreement shall be without prejudice to any antecedent liability of the parties to the Client Agreement and, without limitation, HFL shall be entitled to receive all fees, disbursements and other expenses accrued due up to the date of such termination and for any fees, disbursements and charges associated with the transfer of the Entity's files to another service provider of your choice.

20.2. We may immediately cease to provide the Services and terminate the Client Agreement:

● following written notice for any reason whatsoever, such notice addressed to the party concerned at its address from time to time notified to the other, failing which the registered office or last known address of such party;

● if you or the Entity fail to observe any of yours or the Entity's, as applicable, obligations pursuant to the Client Agreement;

● if you or the Entity commit a material breach of the Client Agreement and (if such breach is capable of remedy) failing to make good such breach within 30 days of service upon you or the Entity, as applicable, of notice requiring remedy of such breach;

● if any information supplied or undertakings given by you or the Entity are found to be untrue or misleading;

● ; or

● if you or the Entity becomes insolvent or goes into liquidation (other than a voluntary liquidation for the purpose of reconstruction or amalgamation upon terms previously approved in writing by the parties to the Client Agreement) or a receiver being appointed or some event having equivalent effect occurring.

20.3. Without prejudice to the generality of the foregoing, a material breach of the undertakings in clause 5 shall not be capable of remedy.

20.4. We may terminate our engagement in respect of any Client or Entity immediately where we consider, in our sole and absolute opinion that:

20.4.1. your actions may potentially breach any Applicable Law;

20.4.2. the Client or the Entity may be unable to meet any of its contractual payment obligations to us; or

20.4.3. if we become aware that you or the Entity is or may become subject in any part of the world to investigation by any legal, judicial, fiscal, regulatory authority or police body or that criminal proceedings are instituted or threatened against you or the Entity.

20.5. Subject to HFL's obligations pursuant to any Applicable Law (including, without limitation, relating to its anti-money laundering obligations), upon termination of the Client Agreement for whatever reason:

20.5.1. subject to clause 22, HFL shall, at the cost of the Entity, deliver to the Entity the Entity's records and all documents pertaining to the business and affairs of the Entity in the possession of HFL; and

20.5.2. HFL may notify the registrar of companies and any other registry or person on behalf of the Entity that the registered office and the business address of the Entity is no longer located at the offices of HFL, and the Entity authorises HFL to deliver such notifications on behalf of the Entity.

20.6. In the case of termination we shall be entitled to:

● our fees accrued to termination;

● retentions against actual or contingent liabilities;

● take such action as we deem necessary to limit such liabilities;

● the benefit of the indemnities given by you which shall continue to have effect notwithstanding termination; and

● transfer the Entity to you and shall not be liable for any expense or other consequences that may arise as a result if you fail to provide alternative facilities for the Entity upon termination.

20.7. You acknowledge that all of HFL's working papers relating to carrying out its duties are the property of HFL and not the Client or the Entity.

20.8 The Client and/or the Entity may terminate the Services upon giving not less than three months’ notice for fiduciary clients and 6 months’ notice for fund clients. Notice must be in writing to the Service Provider.

20.9 If notice of termination is given by the Client and/or the Entity, the Service Provider shall be entitled to retain any fees paid in advance by the Client and/or the Entity for the provision of Services beyond the date of termination.

21. Assignment

We may wish to transfer our rights, benefits or obligations under the Terms to another party. To be able to do this we need to be able to share information about you, but we will always endeavor to ensure that your confidentiality and privacy is protected in a similar way to that provided for in Clause 9 above. You are not permitted to assign or transfer your rights, benefits or obligations under the Terms (other than in accordance with your statutory rights under the DP Law) unless we agree in advance.

21.1. We may assign or transfer all or any part of our rights, benefits or obligations under the Client Agreement. In order to make such assignment or transfer we may share information about you to prospective assignees or transferees, it being well understood that we will use reasonable endeavors to procure that such assignees or transferees are required to maintain your confidentiality and privacy at a level equivalent to that provided by clause 13 above.

21.2. You may not assign or transfer your rights under the Client Agreement without with our prior consent, other than in accordance with your statutory rights under the DP Law.

22. Force Majeure

We cannot be held responsible for events that are beyond our control. In the event of exceptional circumstances arising that continue for an extended period and prevent us from providing services to you, we may have to terminate our relationship.

22.1. In accordance with clause 18.2.1, we shall not be liable for any failure or delay in our performance of our duties or obligations where such failure or delay results from any cause that is beyond our reasonable control. Such cause include, but are not limited to: power failure, internet service provider failure, industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action or any other event that is beyond our control (“Force Majeure Events”).

22.2. If we are unable to perform our duties or obligations hereunder as a result of a Force Majeure Event for a continuous period in excess of 30 days, we may at our discretion terminate the Agreement by written notice at the end of that period. In the event of such termination, the Parties shall agree upon a fair and reasonable payment for all Services provided up to the date of termination. Such payment shall take into account any prior contractual commitments entered into in reliance on the performance of the Client Agreement.

23. Lien

If any of our invoices remain unpaid we may keep hold of your records, documents or assets until they are settled. This applied in relation to any assets that we hold or are held on your behalf. If we cease acting for you we may retain your records, documents and assets until any outstanding accounts are settled, subject to your statutory rights under the DP Law.

23.1. In the event of the non-payment of all or any part of any fees, expenses, disbursements or charges due to us or liable to be paid to us on your behalf under any contract whatsoever, we shall have a general and particular lien over, or a right to keep possession of, any documents, records, funds or assets belonging to or held on behalf of you or the Entity until all such outstanding fees, expenses, disbursements or other charges have been paid in full.

23.2. This Lien will apply to all documents, records, funds and assets of any kind held in relation to any matter in connection with which we have provided Services to you.

23.3. On the termination of the Services a final invoice will be submitted to you and we may exercise this Lien until the final invoice and any other outstanding invoices have been settled in full.

23.4. Nothing in this clause 22 limits your statutory rights under the DP Law.

24. Anti-Bribery and Corruption

As is now standard practice in all reputable jurisdictions, we are required to maintain Anti-Bribery and Corruption policies and procedures, which you have to comply with.

24.1. We maintain anti-bribery and Corruption policies and procedures in accordance with the Applicable Law, including the Regulatory Laws, Guernsey regulatory requirements and the extra-territorial requirements of the Bribery Act (2010) of England and Wales.

24.2. We require you to comply at all times with our Anti-Bribery and Corruption policies and procedures, and to undertake that no assets received by us are derived from bribery or corruption and that no assets held by us on your behalf will be used for the purposes of bribery or corruption.

25. Severability

If anything in the Terms proves to be incorrect, illegal or unenforceable, the validity of the remainder of the Terms will be unaffected.

If at any time one or more of the provisions of this agreement become invalid, illegal or unenforceable in any way, that provision will be severed from the remainder and the validity, legality and enforceability of the remaining provisions of these Terms and Conditions will not be affected or impaired in any way.

26. Joint and Several

If a Client comprises of more than one person, ay one of those persons can act on behalf of the Client and any liabilities of the Client shall be joint and several to all those persons.

26.1. If the Client and/or the Entity comprises more than one person:

(a) each such person hereby appoints the other person(s) to act as their agent and to exercise full power and authority in connection with the Services on their behalf; and

(b) all the obligations of the Client and/or the Entity in connection with the Services (including those as to payment of fees) shall be joint and several.

26.2. Each of the Client and/or the Entity agrees that where HFL has a right against any of them under the Client Agreement, HFL may choose in its absolute discretion which of them it shall make its claim against and each of them waives any rights it may have under Applicable Law to require that HFL firs has recourse to and exhausts the assets of any other of them before making a claim against it and/or that HFL makes simultaneous claims in appropriate proportions against any of them.

27. Variation

From time to time we may need to amend these Terms. We will usually give you notice of our intention to do so, unless an urgent amendment is required because of a change in the law or regulations.

We may amend these Terms and Conditions from time to time, including during the course of the provision of the Services, without your prior consent. A copy of these Terms and Conditions and any future variations will be published on our website at www.hfl.co.gg by way of public notice to all current and prospective clients. On the basis of such publication, you shall be deemed to have agreed to these Terms and Conditions and all such variations.

28. Intellectual Property

All the correspondence that we hold about you is and will remain our property, and you do not have any right to access it or to copies of it, subject to your statutory rights under the DP Law.

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 will have any right of access thereto or control over it. This provision does not limit the rights of individuals as provided under the DP Law.

29. Use of Name

Our reputation is important and you may not use our name or contact details for your own purposes without our permission.

Our name, address, telephone numbers or email addresses may not be used for correspondence or marketing purposes or in any documentation without our prior written permission.

30. Notices

30.1. Notices to be given under the Client Agreement shall be delivered by hand or mailed by prepaid airmail or emailed to the respective addresses as notified to the other for the purpose, in default of which, to the registered office or the last known usual address.

30.2. Where delivered personally such notice shall be deemed given at the time of delivery; where mailed, such notice shall be deemed to be duly given on the seventh day after the date of mailing, and where emailed, shall be deemed to be duly given on the Business Day following the date sent.

31. Governing Law and Jurisdiction

Since HFL is based in Guernsey, the Terms and our agreement are all subject to the laws of Guernsey.

31.1. This agreement shall be governed by the laws of Guernsey.

31.2. Each of the parties to the Client Agreement irrevocably agrees that the courts of Guernsey shall have jurisdiction to hear and determine any suit, action or proceeding, and to settle any disputes, which may arise out of or in connection with the Client Agreement and, for such purposes, irrevocably submits to the jurisdiction of such courts

31.3. The submission to the jurisdiction of the courts referred to above shall not (and shall not be construed so as to) limit the right of either party to take proceedings against the other party in any other court of competent jurisdiction nor shall the taking of proceedings in any one or more jurisdictions preclude the taking of proceedings in any other jurisdiction, whether concurrently or not.

32. Complaints Policy

In the hopefully unlikely event that you should ever have any cause for complaint about us or our services, we have a written complaints policy that is available on request.

32.1. As part of our regulatory responsibilities, we take complaints very seriously and maintain a transparent and comprehensive set of procedures. We will endeavor to reply to all complaints within five working days of receipt.

32.2. A copy of our policy and the remedies available to you can be provided on request. You can request a copy of this policy either by post from Suite 1, First Floor, The Energy Centre, Admiral Park, St Peter Port, Guernsey, GY1 2BB. or via email to admin@hfl.co.gg.

32.3. 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/.