Terms & Conditions

Introduction

These are the "Terms and Conditions" pursuant to which we will provide the Services and, together with the Letter of Engagement, form the legal agreement between you and us. Our relationship with our clients is first and foremost about service, accordingly we aim to make these Terms and Conditions as clear and as understandable as possible. In these terms we have therefore inserted some “Plain English” guidance notes as to what the Terms and Conditions 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 and Conditions themselves. It is the text of the Terms and Conditions as well as the Letter of Engagement 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
Application of Terms and Conditions
Your Obligations
Professional Obligations
Communications
Fees and Expenses
Your Undertakings and Acknowledgements
Accounting Records
Client Due Diligence
Non-Exclusivity and Conflicts of Interest
Restrictive Covenants
No Investment, Legal, Tax and Regulatory Advice
Tax Reporting Services
Economic Substance
Data Protection and Confidentiality
Document Retention
Client Money and Assets
Delegation and Outsourcing
Advice of Experts
Special Third Party Services
Indemnity and Limitation of Liability
Termination
Assignment
Force Majeure
Lien
Anti-Bribery and Corruption
Severability
Joint and Several Liability
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 uses various affiliated companies to provide specialised services, and when we talk about "HFL" or “we”, we mean the HFL companies in the collective and/or, where the context requires, the relevant HFL company that is providing services to you. Similarly when we talk about “you”, we mean the person engaging our services, or where the context so admits, the persons benefitting from the services or the relevant trust, foundation, company or other entity in respect of which we will provide the Services, as the context requires.

"Affiliate" means, (a) in relation to a company, any subsidiary or holding company, and any subsidiary of such holding company and for these purposes the terms "subsidiary" and "holding company" shall have the same meanings as in section 531 of the Companies (Guernsey) Law, 2008 except that such definitions shall include overseas companies; or (b) in relation to any other legal body, any person controlling that body, any person directly or indirectly controlled by that body or any person under the same control as the body (where control is defined as the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of an entity, whether through ownership of voting securities, by contract or otherwise);

“Agreement” means any agreement in writing between you and us relating to the Services including, but not limited to, the Letter of Engagement and these Terms and Conditions.

"Applicable Law" means the POI Law, the Fiduciaries Law and any other applicable legislation, customary law, regulation, rule, order, code of practice including all guidance notes and other releases (of a formal or binding nature) made by any relevant regulatory authority as they apply in the context of the person concerned.

"Business Day" means a day on which banks in Guernsey are open for business other than a Saturday, Sunday or public holiday in Guernsey.

“Client”, “you” and “your” means the person specified as the client in any Agreement or the Constitutional Documents and, in the absence of any such Agreement or Constitutional Documents, means the person engaging the Services or, where the context so admits, the person benefitting from the Services or the Entity or having directly or indirectly contributed to the Entity; in the case of individuals including their heirs, personal representatives and assigns, and in the case of body corporates or other legal body including their successors and assigns.

"Client Information" means all present and future information, including personal data, or documentation concerning any Client, Entity or person who is referred to in the relevant Constitutional Documents or any associated document;

"Communications" means any communication, confirmation, instruction, notice, request or advice given by you or any person whom we believe to be authorised by you including your legal representatives either (a) in writing, by electronic mail or other digital form; or (b) orally subject to us first agreeing in writing the circumstances in which oral instructions may be given.

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

"DP Law" has the meaning given to it in clause ‎15.12.

"Economic Substance Law" means The Income Tax (Substance Requirements) (Implementation) Regulations 2021, together with any rules and guidance issued thereunder.

“Entity” means any body corporate, foundation, partnership, trust, association or other legal body 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.

"Guernsey" means the Island of Guernsey.

“HFL”, “we”, “us” and “our” as the context permits means HFL Limited and its Affiliates including, but not limited to, 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 their successors and assigns and including their respective directors, officers, consultants, employees and agents.

"Letter of Engagement" means the letter of engagement entered into between you and us with respect to the provision of Services including its schedules.

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

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

“Reportable Person” has the meaning given to it in clause ‎13.1.

“Services” means the services to be provided in connection with the establishment, management or administration by us of any Entity as described in the Services Schedule to the Letter of Engagement.

"Tax Reporting Standards" means any laws, treaties, regulations and guidance created and having effect in Guernsey in respect of the implementation of the automatic exchange of tax information pursuant to sections 1471 to 1474 of the U.S. Internal Revenue Code of 1986 (also known as "FATCA") and the Common Reporting Standard developed by the OECD (also known as "CRS").

“Terms and Conditions” means these terms and conditions as from as amended from time to time. 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 these Terms and Conditions or the Letter of Engagement;

1.1.2. these Terms and Conditions or the Letter of Engagement shall be construed as a reference to such Terms and Conditions or the Letter of Engagement 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 the Letter of Engagement, 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 the Letter of Engagement 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 the Letter of Engagement are inserted for convenience only and shall not affect the construction of these Terms and Conditions or the Letter of Engagement.

2. Application of Terms and Conditions

The terms upon which we shall provide the Services are set out in these Terms and Conditions as well as the Letter of Engagement, which are together referred to as the "Agreement". The terms upon which we provide Services may also be subject to the Constitutional Documents.

These Terms and Conditions apply to all Services provided by us and should be read in conjunction with the Letter of Engagement and the Constitutional Documents. In the event of any inconsistency between these Terms and Conditions and (a) the Letter of Engagement, the terms of the Letter of Engagement shall prevail; and (b) the Constitutional Documents, the Constitutional Documents shall prevail.

3. Your Obligations

3.1 If you instruct us to provide the Services to an Entity, you shall procure that such Entity will (a) acknowledge, ratify, accept and agree to be bound by the Agreement including these Terms and Conditions, and (b) at all times be able to meet its financial obligations. Any such Entity shall be deemed to have agreed to, and be bound by, the Agreement including these Terms and Conditions.

3.2 Without prejudice to the generality of clause ‎28, you agree that you will remain jointly and severally liable for the obligations of any Entity should such Entity (a) fail to acknowledge, ratify, accept and agree to be bound by the Agreement including these Terms and Conditions or (b) fail to perform any of its obligations under the Agreement including these Terms and Conditions.

4. Professional Obligations

We will provide the Services ourselves or through our employees or Affiliates. We are subject to certain regulatory requirements We aim to provide a professional service at all times. We will provide the Services ourselves, which are aimed at protecting you and maintaining proper standards in the profession.

4.1 We 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 Agreement.

4.2 The Services provided by us are subject to Applicable Law and the supervision of the relevant authorities, including the GFSC. To the extent we are bound by regulatory and other obligations as a matter of Applicable Law you agree that any action or inaction on our part as a result of such regulatory and other obligations will not constitute a breach of the Agreement.

4.3 Any failure, delay or omission by us to exercise any of our rights or remedies pursuant to the Agreement or provided by Applicable Law will not affect that right or remedy or act as a waiver of it.

5. Communications

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.

5.1 You authorise us to accept, rely upon and act upon Communications. We will act on Communications unless we believe, acting reasonably and in good faith, that they are:

5.1.1 fraudulent, unlawful or constitute a suspicious transaction for the purposes of the Applicable Laws concerning the fight against money laundering, terrorist financing and proliferation financing;

5.1.2 incomplete, unclear, ambiguous or have been given in error;

5.1.3 impractical, in expedient or impossible to execute;

5.1.4 received too late for us to reasonably act on them;

5.1.5 inconsistent or in conflict with other Communications or contradictory to the provision of the Services;

5.1.6 likely to 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 by any legal, governmental or regulatory authority in any applicable jurisdiction.

5.2 We are not under a duty to make any enquiries as to the genuineness or authenticity of any Communications including any information provided by Communications or the authority or identity of the person giving them and we may act and rely upon all Communications as appear to us to be authentic.

5.3 In accordance with our duties and/or Applicable Law we may take immediate action in respect of taking actions in your best interests or the best interests of the Entity or the beneficiaries thereof 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.

5.4 We (including our employees) shall incur no liability in respect of any action taken or not taken by us in accordance with this clause and you irrevocably indemnify us and our employees against any Losses suffered or incurred by any of us resulting from action taken or not taken by us in good faith in accordance with this clause ‎5.

5.5 Without prejudice to the above, we may require you to clarify or confirm Communications and may decline to act in accordance with such Communications until we receive an explanation or confirmation that is satisfactory to us. We shall not be liable for any Loss resulting from any delay in providing clarification or confirmation, or from us exercising our right to decline to act in the absence of clarification of confirmation.

5.6 We may communicate with you orally, in writing, electronically (including 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. We 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 email, client service portal, the internet or similar systems) received by us in good faith in connection with the performance of our 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 us having been interfered with, intercepted or manipulated by any person.

6. Fees and Expenses

The applicable fees and the manner in which they are charged are generally set out in the Fee Schedule accompanying the Letter of Engagement subject to these basic provisions.

6.1 Our fees (whether fixed fees or time spent) will be as agreed with you on the onset of our business relationship and specified in the Fee Schedule to the Letter of Engagement.

6.2 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.

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

6.4 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.

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

6.6 You shall be responsible for the payment of all costs and expenses in connection with the provision of the Services including any costs and expenses incurred by us on your behalf.

6.7 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. In circumstances where we instruct agents or professional advisers (e.g. accountants, lawyers, consultants) to act on your behalf, we do so as your agent and you will be responsible for their fees, costs and applicable tax.

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

6.9 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 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.

6.10 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.

6.11 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.

6.12 We are entitled to the payment of our fees, expenses and any other sums owing to us from your assets including any monies in your bank account or otherwise held by us on your behalf without your prior consent. 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.

6.13 All invoices are payable within thirty (30) days of issue.

6.14 If the fees are not paid within thirty (30) days, you shall be in default (and no notice of notice of default shall be required). To the fullest extent permitted by Applicable Law, we reserve the right (until all unpaid invoices plus interest, if any charged, are paid in full) to:

6.14.1 cease to provide the Services;

6.14.2 charge interest from the due date, currently set at the Bank of England base rate plus 2% per month on any outstanding balance calculated daily;

6.14.3 sell, lien or obtain a charge over any assets in our possession or control and notwithstanding any conflict of interests; and/or

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

6.15 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).

6.16 We acknowledges that you may enter into side letters with certain counterparties in connection with your business and we will endeavour to comply with any reasonable request to facilitate compliance with your obligations under any such side letter. In the event that such request requires any material addition to the Services, you agree to negotiate with us in good faith, acting reasonably at all times, in order to agree the terms of any requested amendments and any increase in fees relating to the additional Services

7. 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.

7.1 You undertake and covenant that:

7.1.1 all information supplied to us at take on and upon request at any time during the 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) including beneficial ownership information in relation to you, the Entity or any connected party is complete, accurate and not misleading as at the date it is given and we will be kept fully and promptly informed of any changes in such information;

7.1.2 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 and, in particular, that the assets do not constitute the proceeds of money laundering, terrorist financing or proliferation financing;

7.1.3 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;

7.1.4 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;

7.1.5 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;

7.1.6 you and the 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;

7.1.7 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;

7.1.8 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;

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

7.1.10 you will notify us, immediately upon becoming aware, of:

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

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

7.1.11 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 us to you or the Entity including any changes to any Reportable Person's tax status, including any change of name, address, jurisdiction(s) of residence;

7.1.12 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 Agreement) as we may reasonably require to perform our duties;

7.1.13 you shall provide full details of, and promptly inform us of, any changes in its contact details, tax identification number(s) or any other details required to be maintained by us to comply with applicable obligations under the Economic Substance Law and the Tax Reporting Standards; and

7.1.14 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 us or any of our employees; and

7.1.15 you will ensure that the Entity has sufficient funds to meet its liabilities.

7.2 You acknowledge and accept that all investment carries a risk and that losses can occur regardless of past performance.

8. Accounting Records

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

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

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

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

8.3.2 to supply us with copies of the accounting records on request;

8.3.3 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.

9. 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. If CDD checks are not completed satisfactorily we may have to terminate the relationship.

9.1 In compliance with and subject to the Applicable Laws concerning the fight against money laundering, terrorist financing and proliferation financing, HFL is required to undertake customer due diligence (“CDD”) on you and any connected parties and is unable to provide the Services until those checks have been completed to our satisfaction. We may also be required to establish and verify the identity of any other person depositing or investing assets, exercising control or taking benefit from an Entity under our administration.

9.2 We will inform you of what evidence, documentation and/or information we require from time to time and you agree to provide such evidence, documentation and/or information promptly upon request. If this information is not provided to us upon request or in the event our CDD checks are not completed to our satisfaction, we may suspend or terminate the Services as we see fit.

9.3 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.

10. Non-Exclusivity and Conflicts of Interest

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.

10.1 Our services are not exclusive and we reserve the right to render similar services to others so long as our services to you are not impaired. We may retain for our own use and benefit all fees and moneys payable in respect of such other activities.

10.2 Conflicts of interest may arise between: (a) you and us; or (b) you and our other clients. Should we become aware of the existence of such a conflict, we will as far as possible notify you and any other client involved and where possible initiate procedures to ensure confidentiality and to ensure the Services that you receive are independent. You permit us to act, or continue acting, in such circumstances.

10.3 You consent to us acquiring, holding, disposing of or otherwise dealing for our own account or for the account of any other client any securities or other investments (notwithstanding that those securities or other investments may also be held for you) and acknowledge that we shall not be liable to account to any person for any profits or benefits made or derived by it in connection with any such transactions.

11. Restrictive Covenants

You 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 of our employees who have been involved in the provision of the Services at any time within the previous 12 months.

12. No Investment, Legal, Tax and Regulatory Advice

We do not provide investment, tax, legal or regulatory advice, which is why we expect you to take that advice from other sources.

12.1 We do not provide investment, tax, legal or regulatory advice in relation to Guernsey or any other jurisdiction. You acknowledge that the Services do not, and will not, include the provision of any investment, tax, legal or regulatory advice and that any discussion that we may have with you in the course of the provision of the Services will be for general information purposes only and no such discussions may be relied upon as investment, tax, legal or regulatory advice.

12.2 We may also advise you to obtain investment, tax, legal or regulatory advice and require you to provide us with copies of the advice received.

13. Tax Reporting Services

13.1 Our duties with respect to tax reporting services are limited to those set out in the Service Schedule.

13.2 We have no duty to monitor your compliance with the Tax Reporting Standards and shall be entitled to rely (without any duty of enquiry or verification) on any information provided by you (including your delegates and agents) as being reliable, correct and complete. Our tax reporting services will be provided solely on the basis of the information provided by you (including your delegates and agents).

13.3 We shall not act as withholding agent and you shall be responsible for determining whether you are required to make any deduction or withholding for or on account of tax from any payment to be made by you and shall undertake all withholding and reporting responsibility with respect to such tax deduction/withholding.

13.4 As a matter of Applicable Law and the Tax Reporting Standards, we will be obliged to provide the relevant tax authority with certain confidential information in relation to you including your beneficial owners, members and partners (collectively, "Reportable Persons"). In addition, we must report the amounts of interest, dividends and other income generated and paid or credited, as well as the gross proceeds paid or credited from the sale or redemption of financial assets. You represent and warrant to us, and we are entitled to assume, that you have notified and obtained any consents or waivers that may be required from the Reportable Persons with respect to our obligations to disclose such confidential information to the relevant tax authority.

13.5 You shall promptly provide us from time to time with any information relating to you or persons concerned with you (including, without limitation, any Reportable Persons), the nature of your business, your ultimate beneficial owner(s), the origins of the funds used within the relevant structure of which you are part and any other information which you/they may hold and which we are or may be required by Applicable Law or any Tax Reporting Standards 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 you.

13.6 If an identified Reportable Person fails to co-operate with us regarding their tax residency and/or tax status, you acknowledge and accept that we are still obliged to disclose details to the relevant tax authority under the Tax Reporting Standards if we believe a person is a Reportable Person based on the information held by us.

13.7 You shall provide full details and promptly inform us of any changes to any Reportable Person's 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 us to comply with the Tax Reporting Standards.

14. Economic Substance

14.1 You acknowledge that the Entity may be subject to, and required to comply with certain reporting obligations under, the Economic Substance Law and, accordingly, you agree to:

14.1.1 promptly notify us (and in any event within seven (7) days) where the Entity is, or proposes to become, a "relevant activity body", an "IP body" or a "pure equity holding body" as those terms are defined in the Economic Substance Law;

14.1.2 promptly respond to our enquiries for the purposes of ascertaining, clarifying or verifying any information required under the Economic Substance Law; and

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

15. 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 these Terms and Conditions.

15.1 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.

15.2 Save as otherwise permitted herein, we shall not at any time disclose to any person, and shall treat as confidential, any Client Information.

15.3 Save as otherwise permitted herein, you shall not at any time disclose to any person (other than your 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 us (including but not limited to our fees, business operations, terms and customers).

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

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

15.5.1 such disclosure is permitted by these Terms and Conditions;

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

15.5.3 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;

15.5.4 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 ‎18) who receive the same under a duty of confidentiality; or

15.5.5 the disclosure of any information is with the consent of the parties.

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

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

15.6.2 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.

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

15.7.1 general client and matter management, undertaking internal conflict of interest checks, CDD checks, analysing HFL's performance and generating internal financial and marketing reports;

15.7.2 assessing legal and financial risks and collecting debts;

15.7.3 ensuring that our client care is of the highest quality.

15.8 From time to time we may wish to refer to you as a client of HFL in publications or other marketing material. We will seek your consent before referring to you in our marketing material.

15.9 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 our refusal to provide information regarding such delay.

15.10 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:

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

15.10.2 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.

15.11 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.

15.12 Depending on the nature of the Services, we 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 Privacy Policy | HFL Limited.

16. 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.

16.1 Subject to Applicable Law, 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.

16.2 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.

16.3 On the termination of our relationship we may, subject to our rights under clause ‎25 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.

17. Client Money and Assets

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

17.1 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. Accordingly, monies held in a bank account for an Entity will be kept separate from our own monies.

17.2 Any interest received/charged and any other charges by the relevant bank account provider will be in accordance with the rates negotiated with the bank.

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

17.4 We shall be entitled to require the Entity to maintain a minimum credit balance.

17.5 Following termination of the engagement any monies retained in our client account shall be dealt with in accordance with our [client monies information sheet (a copy of which is available from us on request)] which may involve any negligible or untraceable amounts being paid away to charity.

17.6 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, wilful misconduct or gross negligence.

18. Delegation and Outsourcing

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

18.1 Subject to and in accordance with Applicable Law (in particular the DP Law) and the terms of the Constitutional Documents, we may engage and delegate, at our own cost, to our Affiliates (whether located in the same or a different jurisdiction in or outside the UK/EU) the performance of any such duties as may be required, without your consent. We assume responsibility for the actions of our Affiliates as if such actions were our own.

18.2 Where necessary for the proper performance of the Services, we shall be authorised with your consent, to engage and delegate to third parties on your behalf the performance of any such duties as may be required, and any costs and expenses in respect of any services of such third parties will be paid incurred by you.

18.3 We will act in good faith and with reasonable skill and care in the use and monitoring of such third parties but shall not otherwise be liable for their acts or omissions.

18.4 We may provide any relevant information about you to our Affiliates and/or third parties involved in the performance of the Services pursuant to this clause ‎18 subject to us obtaining reasonable assurances of confidentiality. You are deemed to have authorised us to share relevant information about you that is deemed necessary or useful, directly or indirectly for the provision of the Services.

19. Advice of Experts

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. Save as required by Applicable Law, we shall not be obliged to adopt such professional advice.

20. Special Third Party Services

20.1 This clause ‎20 applies in the event that we agree to use the Special Third Party Services (defined below).

20.2 At your request, we may agree (in our absolute discretion) to use certain software applications and platforms provided by independent third parties in the course of the provision of the Services including the use of proprietary digital portals to share and/or access and manage your information and documents electronically ("Special Third Party Services"), such Special Third Party Services being services we are not accustomed to use.

20.3 You agree to provide, or procure that we will be provided with, all appropriate licences/subscriptions, access, training and ongoing support for the Special Third Party Services.

20.4 Unless otherwise agreed between us in writing, you agree to reimburse us for all costs and expenses in connection with the set up, configuration and use of the Special Third Party Services.

20.5 You acknowledge and agree that the Special Third Party Services are owned and managed by an independent third party and further agree that the Special Third Party Services shall be used by HFL without any warranties as to their quality, usefulness or fitness for a particular purpose and HFL shall accept no liability in relation to direct and/or indirect Losses caused to you or us further to the use of the Special Third Party Services or failures, errors, defects, delay in services, operation or transmission, computer viruses or similar security threats arising in connection therewith. We reserve the right to terminate the Special Third Party Services at any time without notice.

21. 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.

21.1 Notwithstanding any additional indemnity in the Constitutional Documents, you undertake at all times to hold harmless and to indemnify us including our respective directors, officers, consultants, employees and agents to the fullest extent permitted by law in full and upon first demand from and against any Losses arising from or in connection with anything done or omitted to be done in the course of, and pursuant to, our duties and obligations under the Agreement other than Losses arising from fraud, wilful misconduct or gross negligence by us as determined by a final judgement from a court of competent authority. You acknowledge and agree that in connection with the indemnification obligations under these Terms and Conditions, HFL is acting for itself and for each of the other indemnified persons as trustee and holder of the right or claim on their behalf.

21.2 You authorise us at your expense to take any necessary steps at our discretion to protect your assets under our control but we shall not be bound to engage in legal action on your behalf unless we are fully indemnified to our reasonable satisfaction for all costs and liabilities that may be incurred or suffered by us. If you require us to take any action of whatsoever nature which in our reasonable opinion might make us liable for the payment of money or liable in any other way, we shall be, and be kept, indemnified in any reasonable amount and form to our satisfaction as a pre-requisite to taking action.

21.3 We shall not be liable for Losses incurred by you:

21.3.1 due to a breach of the Agreement and/or the Constitutional Documents by us, where we are able to remedy the breach within thirty (30) days from the date of receipt of notice of a breach and there is no subsisting material damage to you;

21.3.2 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 Agreement and/or the Constitutional Documents) and/or complying with certain obligations under the Applicable Laws by or on behalf of us except to the extent arising directly from our fraud, wilful misconduct or gross negligence.

21.4 In the event that our performance of the Services shall give rise to a liability towards you, such liability shall be limited to direct and actual damages resulting from the fraud, wilful misconduct or gross negligence of us as determined by a final judgment from a court of competent authority. To the fullest extent permitted by Applicable Law, our liability will be reduced on account of any contributory negligence on your part.

21.5 Our liability 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.

21.6 We shall in no event be liable 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.

21.7 You agree that you will not bring any claim (whether in contract or tort or otherwise) against any directors, officers, consultants, employees and agents of HFL.

22. Termination

You may terminate the Agreement and the provision of Services by prior, written notice. We may terminate the 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 these Terms and Conditions. If we do have to terminate the 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.

22.1 You may terminate the Services by prior notice in writing, such period of notice being not less than the period specified in the Agreement.

22.2 The termination of the Agreement shall be without prejudice to any antecedent liability of the parties to the Agreement and, without limitation, we 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 your files to another service provider of your choice.

22.3 Subject to Applicable Law that would require us to provide longer notice, we may cease to provide the Services and terminate the Agreement by giving prior notice, such notice being not less than the period specified in the Agreement

22.4 Subject to Applicable Law, we may immediately cease to provide the Services and terminate the Agreement in the following circumstances:

22.4.1 you breach any of your obligations under the Agreement or any other document entered into between you and us; or

22.4.2 any invoices remain invoices unpaid [thirty (30)] days after their issue; or

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

22.4.4 we are unable to obtain Communications from you; or

22.4.5 you provide us with information, which is untrue, false and/or misleading; or

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

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

22.4.8 where a conflict of interest cannot be adequately managed;

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

22.4.10 legal proceedings are commenced against you or any Entity or the provider of any indemnity provided to us pursuant to the Agreement; or

22.4.11 we suspect that, for any reason, the provider of any indemnity provided to us pursuant to the Agreement would be unable to honour same.

22.5 Subject to Applicable Law, upon termination of the Agreement for whatever reason:

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

22.5.2 we shall be entitled to do all things and sign all documents to appoint you or any other promoter/beneficial owner or your/their duly appointed representative(s) as director(s) of any Entity that we manage and/or administer on your or the Entity’s behalf. You or your duly appointed representative(s) hereby agree to sign the prescribed consent form and transfer forms and appoint us as your agent and attorney with full power and authority to appoint you or your duly appointed representative(s) as director(s) and to sign all forms or any other document confirming and/or ratifying as if you or your duly appointed representative(s) himself/themselves was/were personally present; and

22.5.3 we 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 you authorise us to deliver such notifications on behalf of any Entity.

22.6 In the case of termination we shall be entitled to:

22.6.1 our fees accrued to termination;

22.6.2 retain any fees paid in advance;

22.6.3 retentions against actual or contingent liabilities including further costs and/or expenses that we may unavoidably be required to incur, for example, in order to comply with any regulatory and/or legal and/or fiduciary duties under any applicable laws or regulations, or in order to transfer services and appointments to an alternative service provider;

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

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

22.6.6 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.

22.7 You acknowledge that all of our working papers relating to the Services are the property of HFL and you shall have no rights or claims thereto except as otherwise permitted under Applicable Law.

23. Assignment

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

23.1 We may assign or transfer all or any part of our rights, benefits or obligations under the 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 endeavours to procure that such assignees or transferees are required to maintain your confidentiality and privacy at a level equivalent to that provided by clause ‎15 above.

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

24. 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.

24.1 We shall not be liable for any failure or delay in the performance of our duties or obligations or for any Losses suffered or incurred by you where such failure, delay or Loss results directly or indirectly from any cause that is beyond our reasonable control. Such causes include, but are not limited to, power failure, internet service provider failure, breakdown or failure of internal or external computer facilities, cyber attacks, industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action, changes in market rules, changes in market conditions affecting the execution or settlement of transactions, (“Force Majeure Events”).

24.2 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 thirty (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 Agreement.

25. 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.

25.1 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.

25.2 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.

25.3 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.

25.4 Nothing in this clause ‎25 limits your statutory rights under the DP Law.

26. 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.

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

26.2 You undertake to comply, at all times, with any Applicable Law concerning anti-bribery and anti-corruption in the jurisdictions where you are organised and/or conducting business.

26.3 We are in certain circumstances required by Applicable Law to report any evidence or suspicion of bribery or corruption. We are also prohibited from notifying our client of the fact that a report has been made.

27. Severability

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

If at any time one or more of the provisions of the 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 the Agreement will not be affected or impaired in any way.

28. Joint and Several Liability

If the Client is more than one person, any one of those persons can act on behalf of the Client and any liabilities shall be joint and several.

28.1 If the Client is more than one person:

28.1.1 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

28.1.2 all the obligations of the Client in connection with the Services (including, but not limited to, those as to payment of fees and provision of indemnities) shall be joint and several.

28.2 Additionally, you agree that where we have a right against any of you under the Agreement we may choose in our absolute discretion which of you we shall make a claim against and each of you irrevocably waives any rights you may have under Applicable Law including without limitation under the current or future laws of Guernsey pursuant to the droit de division, the droit de discussion or otherwise to require that we first have recourse to and exhaust the assets of any other of you before making a claim against you and/or that we makes simultaneous claims in appropriate proportions against any of you.

29. Variation

From time to time we may need to amend these Terms and Conditions. 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. You undertake to check our website in this regard no less than once every three months for relevant updates. On the basis of such publication, by continuing to accept provision of the Services from us, you shall be deemed to have agreed to these Terms and Conditions and all such variations.

30. 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.

31. Use of Name

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

31.1 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.

31.2 You shall deliver to us for approval prior to the issue thereof a copy of all prospectus, scheme particulars, information memoranda, statements and notices, circulars or advertisements to be issued by or on behalf of any Entity which contains reference to the name of HFL or any corporate logo of HFL and where such references or logo are not approved in writing by us (such approval not to be unreasonably withheld) such publication shall not be published by or on behalf of the Entity.

32. Notices

Notices to be given under the Agreement shall be delivered by hand, 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. Any notice:

32.1 delivered by hand shall be deemed to have been delivered at the time of delivery;

32.2 posted shall be deemed to have been received two (2) Business Days after posting; or

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

33. Governing Law and Jurisdiction

Since HFL is based in Guernsey, the Agreement is subject to the laws of Guernsey.

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

33.2 You irrevocably agree 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 Agreement and, for such purposes, irrevocably submit to the jurisdiction of such courts.

33.3 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.

34. Complaints Procedure

In the hopefully unlikely event that you should ever have any cause for complaint about us or our services, we have a complaints procedure for the fair and proper handling of any complaints.

34.1 As part of our regulatory responsibilities, we take complaints very seriously. Complaints should be made in writing and marked for the attention of the Managing Director and sent to HFL Limited, Suite 1, First Floor, The Energy Centre, Admiral Park, St Peter Port, Guernsey, GY1 2BB or via email to Matt.Westgarth-Smith@hfl.co.gg. We will endeavour to reply to all complaints within ten (10) Business Days of receipt.

34.2 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/.