TERMS OF BUSINESS
Cavendish Fiduciary (Jersey) Limited is regulated by the Jersey Financial Services Commission in the carrying on of Trust Company Business. ‘Cavendish’ in the following terms of business means, Cavendish Fiduciary (Jersey) Limited or any of its subsidiary companies.
These terms of business apply to all relationships, whether the provision of trustee services, the provision of company administration services or otherwise unless specifically excluded or amended in writing. These Terms of Business will apply to all existing relationships from 1 January 2019 (or earlier if so agreed) and to all new relationships entered into after 1 January 2019.
Cavendish, in providing any service, whether to a company, trust or individual, shall not do anything or be required to do anything which in Cavendish’s opinion a) may conflict with the laws or regulations of Jersey or, as appropriate the company’s memorandum and Articles or Association or the Trusts governing instrument(s)
- b) would expose Cavendish or any of its agents, officers or employees to any risk of civil or criminal liability or prosecution in any part of the world.
Cavendish is not and does not hold itself out as being an expert in or have knowledge of the laws or regulations of any jurisdiction other than Jersey and in particular, Cavendish does not provide advice on matters relating to taxation in any jurisdiction other than Jersey.
Funds paid to Cavendish Fiduciary (Jersey) Limited by a client may be received into the Cavendish clients’ account. All monies transferred to or held by Cavendish or any Service Provider in relation to an Entity and/or the Client in relation to that Entity other than in respect of fees, taxes and disbursements shall accrue interest at the rate, if any, payable by the relevant client account bankers. Such interest shall be calculated and accrued on a quarterly basis in arrears and, if such amount exceeds the sum of £50, such quarterly interest shall be credited to the account in which the monies are held on behalf of the Entity and/or the Client. Where, however, the interest earned in a calendar quarter is less than £50, the amount of interest shall be retained by Cavendish or any of its Subsidiaries and Affiliates in respect of the administrative costs of arranging for the holding of the monies and the calculation and accrual of the interest earned thereon Cavendish reserves the right to charge an administration fee in respect of holding money on client account, in addition to any other fees charged.
Communication between Cavendish and the beneficial owner, settlor or beneficiary of any client entity may be made by letter, email or telephone to the address or number for that person which has most recently been notified to Cavendish in writing. Cavendish makes no guarantee of the security of any particular form of communication and accepts no responsibility or liability for such. If any person does not wish Cavendish Fiduciary (Jersey) Limited to communicate by any particular form of communication a written instruction must be received to that effect and receipt must be acknowledged by Cavendish in writing.
Cavendish reserves the right to monitor and/or record communications in any form.
All information which is not in the public domain concerning the entity under administration and any transactions or matters which it may be engaged in will be kept confidential by Cavendish and all its officers and employees unless
i) it is necessary to disclose them by virtue of a Jersey law or by order of the Jersey Courts or any other order which has legal effect in Jersey, or
ii) such disclosure is considered necessary or appropriate in the interests of the company or the beneficiaries of a trust, or
iii) disclosure is authorised by an appropriate party.
Storage of documents and records
After termination, for whatever reason, of the provision of services to a client entity, Cavendish is entitled to retain all records and documents generated in the course of providing such services until all fees and disbursements have been settled in full. Where a successor has been appointed to take over the service provided to the client entity, Cavendish will liaise with that successor to provide such original or copy documents as may reasonably be required. Copies of all documents will be retained by Cavendish. Cavendish reserves the right to charge the cost of copying such documents where considered appropriate.
After the termination of the provision of services Cavendish will retain all records and documents generated and files relating to the client entity and the services provided for at least ten years. At Cavendish discretion, such retention may be by way of electronic or microfilm copies, save for original signed documents, Where electronic/microfilm copies have been made, Cavendish reserves the right to destroy the related hard copies. After ten years, the retention of all documents is at the discretion of Cavendish and they may be destroyed without further notice to any concerned party unless Cavendish has been instructed otherwise prior to the termination of the service. If instructed to retain files for longer than the ten year period, a charge may be made for storage.
Specific requests for information concerning the services or the retrieval of specific documents may be made after the termination of the services by any person entitled to such information, but Cavendish reserves the right to charge for retrieving the information.
Data Protection and Registration
See separate Privacy Notice
Identity of clients and anti-money laundering procedures
Jersey law requires Cavendish to operate anti-money laundering polices and procedures in carrying on trust and company administration business. Cavendish reserves the right to apply such checks as it considers necessary or appropriate (including but not limited to the confirmation of source of funds, verification of the identity (including address) of beneficial owners, settlors, beneficiaries and verification of the capacity to give instructions for limited companies). Failure to provide information or documents requested to allow Cavendish to carry out these checks shall allow Cavendish to terminate or suspend the services provided. No responsibility or liability which arises directly or indirectly as a result of delays or termination of services resulting from these checks shall be accepted by Cavendish Fiduciary (Jersey) Limited. Information or documents provided to fulfil these requirements may be subject to disclosure and production as a result of orders effective under Jersey law.
It may be necessary to disclose information or documentation arising from anti-money laundering procedures to third parties, such as banks, which provide services to a client entity. By providing the required information, each person concerned will be taken to have consented to the onward disclosure of such information to third parties.
Variation and publication of Terms of Business
Cavendish reserves the right to vary these terms of business from time to time including during the provision of services to a particular entity. Where the terms of business are varied, Cavendish will use reasonable efforts to draw the variation to the attention of existing clients.
A hard copy of the Terms of Business in force at any particular time will be provided on request. However, these Terms of Business and any future variations thereof will be published on the Cavendish website at www.cavendishjersey.com by way of public notice to all existing and potential clients of Cavendish. Where written notice of the existence of these Terms of Business as published on the website has been given to any person, and they have not requested a hard copy be sent to them, they shall be deemed to have agreed to the Terms of Business and future variations.
Services provided by associated entities and other agents
Where it is considered appropriate, at the discretion of Cavendish, to seek legal or accountancy advice on any matter, Cavendish reserves the right to use the services of Abaris Chartered Accountants, its associated accountancy practice or such other firms at Cavendish’s discretion. Fees relating to such advice or services will be billed separately.
Cavendish reserves the right to nominate any of its subsidiary companies or directors or employees to hold office or provide any part of the administration of the entity. Cavendish reserves the right, wherever considered necessary or appropriate in providing the services, to delegate any of the responsibilities or functions to, or to seek advice from, any third party or agent, where this is not inconsistent with the terms of the relevant agreement or instrument governing the services concerned. The fees and commissions of such third parties or agents may be shown as a disbursement on Cavendish’s next invoice or be billed separately.
Working for other clients
Cavendish reserves the right to provide services to other client entities at its discretion. Any agreement to provide services to a particular entity does not mean that similar services will not be provided for other entities, including in connected matters, or prevent directors or associated companies from acting for other parties to transactions in which the entity may be involved. Where, in the course of providing any service, confidential information is disclosed to or held by us, such information will be adequately safeguarded and will not be used against the interests of the relevant client entity or beneficiaries thereof (in the case of a trust). Cavendish reserves complete discretion to determine, in the case of any conflict of interest arising, whether to continue to act in all capacities concerned, with the consent of any relevant parties, or (if considered appropriate) with the consent of the Royal Court of Jersey. If it is considered inappropriate to continue to act in cases of conflict of interest, Cavendish reserves the right to cease to act in one or more such capacities, including termination of the provision of trustee services to any trust or of company administration services to any company. If Cavendish decides to terminate services provided to any entity in these circumstances Cavendish shall not be liable for any expenses or losses arising from such termination, including but not limited to any loss arising from lost opportunities to the entity concerned or any related parties.
Questions and Complaints
Questions or concerns which arise in respect of services provided should initially be addressed to the director of Cavendish responsible for the client relationship concerned. All queries or complaints, including concerns over fees will be answered fully and promptly. If the issue is not satisfactorily resolved by this process, the issue may be referred to Cavendish’s compliance officer who may refer them to a director not generally involved in the client relationship for an independent review. A record of all complaints must be maintained by Cavendish as a requirement of the Codes of Practice governing Trust Company Business. This record is available for inspection by officers of the Jersey Financial Services Commission. If any dispute cannot be resolved in the above way then the Courts of Jersey shall have exclusive jurisdiction to hear such dispute applying Jersey law in all such matters. These Terms of Business shall be governed by and construed in accordance with the laws of the Island of Jersey.
Designated subsidiary companies of Cavendish Fiduciary (Jersey) Limited and/or individual directors or senior staff thereof, may be nominated to act as trustees.
The trustee will act in accordance with the law governing the trust and the terms of the trust instrument in providing trustee services.
The trustee will, as a matter of normal practice, provide annual financial statements and also, regular information about investment and cash movements. Other reporting may be provided by arrangement.
A trustee responsibility fee is charged on an annual basis. This covers the provision of corporate or individual trustees. Trustee fees are fully billed and payable in advance before the period which they cover, so that by the start of the period the fee is fully prepaid. Trustee responsibility fees are not refundable if the relationship is terminated during the year at the request of the settlor/beneficiaries or other relevant person, subject to Cavendish’s discretion. Where Cavendish requests that the relationship is terminated, a proportion of the trustee responsibility fees may be refunded at Cavendish’s discretion. All administration, bookkeeping, preparation of accounts, tax compliance work etc is charged on a time spent basis. The time spent will be charged at a rate appropriate to the skill and experience of the staff member concerned. Full details of rates will be provided on request. Cavendish reserves the right to charge a premium rate where considered appropriate. In addition, any disbursements will be added to the accounts of fees payable.
All fees and expenses are due for settlement on the date of the invoice. Cavendish reserves the right, where liquid assets are under Cavendish’s control, including where trustees are provided, to settle such fees and expenses immediately on issue of the fee notes, without authority from any other person, unless the trust instrument provides otherwise. Cavendish reserves the right to charge interest on fees not paid within 30 days of issue at a rate of 1% per month. Cavendish reserves the right to charge fees at the usual rates for any work done in transferring the trust or its assets to new trustees or in terminating the trust.
Subject to the terms of the trust, trustees provided by Cavendish will be entitled to approve contracts entered into between the trustees and any Cavendish group entity and neither the trustee nor Cavendish will be required to account to the trust for any fees received for so acting.
Cavendish shall be entitled to rely on the indemnities as set out in the trust instrument(s) and shall be entitled to such further indemnities as considered appropriate, at Cavendish’s discretion, in the event of retiring as trustee or distributing all or part of the trust assets.
Retirement & Termination
In the event of Cavendish wishing to retire as trustee, written notice will be given to the person having power to appoint new trustee (‘Appointer’). If no suitable replacement trustees can be found within 3 months of the date of written notice, after discussion with the ‘Appointer’ or any other person considered appropriate, Cavendish reserves the right to terminate the trust and appoint the trust assets to the beneficiaries. The 3 month notice period shall not apply and Cavendish shall be entitled to appoint new trustees immediately or terminate the trust if
i) the settlor or a beneficiary or any close relative thereof shall be convicted of dishonesty;
ii) information requested as part of anti-money laundering checks (see above) is not provided on a timely basis or is false or misleading;
iii) a conflict of interest has arisen and Cavendish considers this course of action necessary or appropriate; or
iv) if Cavendish’s fees remain unpaid for more than 3 months past the invoice date.
It should be noted that immediate termination of the relationship as a result of the above events may lead to irrecoverable losses or consequential tax charges to the trust, beneficiaries or other parties. Cavendish will not be held responsible for such losses or charges.
Company Administration Services
The following terms of business apply to all relationships where Cavendish Fiduciary (Jersey) Limited provides full administration services to a company, whether incorporated in Jersey or elsewhere. In certain circumstances specific restricted services may be provided to a company, and a specifically agreed set of terms of business will be agreed to reflect the relationship. In all cases where a specific set of terms has not been agreed in writing these terms are deemed to apply.
Cavendish will arrange for a management agreement to be entered into by the company and its beneficial owner(s) which will document the services to be provided by Cavendish to the company. The agreement also requires that the company and its beneficial owners agree to be bound by these terms and conditions.
Where Cavendish provides the directors of the company such directors may sign the agreement on behalf of the company and are not bound to account for any fees arising thereon to the company or its beneficial owners.
Company Secretary and other Officers
Designated subsidiary companies of Cavendish Fiduciary (Jersey) Limited and/ or individual directors or senior staff may be appointed to act as company secretary or other officer of a company for which Cavendish Fiduciary (Jersey) Limited provides company administration services.
The Cavendish address below will be made available as the registered or administrative office of a company for which Cavendish Fiduciary (Jersey) Limited provides company administration services and will be notified to the appropriate statutory authorities.
Nominee shareholders may be provided to act on behalf of the beneficial owner(s) of a company for which Cavendish Fiduciary (Jersey) Limited provides company administration services and the nominees will complete as appropriate declarations of trust or nominee agreements.
The accounting records for the company will be maintained and financial statements prepared for consideration and approval by the directors. The directors are responsible for ensuring that the annual financial statements give a true and fair view of the company’s results and state of affairs.
Provision of Directors
One or more directors or senior staff or third parties will be nominated to act as directors of a company for which Cavendish Fiduciary (Jersey) Limited provides company administration services. The powers and duties of directors are a matter of law and are also set out in the company’s Memorandum and Articles of Association. The directors will exercise their duties and obligations independently, for the benefit of the company. In order to properly fulfil these responsibilities, the directors need to have a full understanding of the nature of the company’s activities.
Limitation of liability
Cavendish will use reasonable endeavours and exercise due care and diligence in carrying out the agreed services to the company and the duties associated therewith.
In the provision of company administration services as detailed in the management agreement for the company under administration, Cavendish Fiduciary (Jersey) Limited or any of its subsidiaries, officers employees or agents, shall not be responsible for any loss of damage sustained or suffered as a result of or in the course of the discharge of the duties specified, except where Cavendish has been guilty of fraud, negligence or wilful misconduct in carrying out the agreed services or its associated duties.
Cavendish shall be entitled to an indemnity from the company against all liabilities and costs arising from actions, proceedings, claims, or demands brought against it or its directors or employees in connection with its performance of the agreed services or generally in connection with the affairs or the company unless any such liability or cost has arisen by reason of the fraud, negligence or wilful misconduct of Cavendish or its directors or employees.
An Annual Responsibility fee is charged on an annual basis. This covers the provision of directors, company secretary, nominee shareholders etc. Annual responsibility fees are fully billed and payable in advance before the period which they cover, so that by the start of the period the fee is fully prepaid. Annual Responsibility fees are not refundable if the relationship is terminated during the year at the request of the beneficial owner, subject to Cavendish’s discretion. Where Cavendish requests that the relationship is terminated, a proportion of the Annual Responsibility fees may be refunded at Cavendish’s discretion. All administration, bookkeeping, preparation of accounts, tax compliance work etc is charged on a time spent basis. The time spent will be charged at a rate appropriate to the skill and experience of the staff member concerned. Full details of rates will be provided on request. Cavendish reserves the right to charge a premium rate where considered appropriate. In addition, any disbursements will be added to the accounts of fees payable.
All fees and expenses are due for settlement on the date of the invoice. Cavendish reserves the right, where liquid assets are under Cavendish’s control to settle such fees and expenses immediately on issue of the fee notes, without authority from any other person, unless the management agreement provides otherwise.
Cavendish reserves the right to charge interest on fees not paid within 30 days of issue at a rate of 1% per month.
Cavendish reserves the right to charge fees at the usual rates for any work done in transferring the company to new administrators or in winding up the company.
Where Cavendish provides directors or other officers of a company, they will be entitled to approve contracts or arrangements between the company and Cavendish and shall not be required to account to the company or its beneficial owners for any fees received by them for so doing.
Unless otherwise stated in the management agreement, Cavendish may terminate the provision of services to a company in the following circumstances:
a) on giving one month’s written notice to the beneficial owner and the company
b) immediately in the event that either
c) the company or any of its beneficial owners is insolvent or declared en desastre or is placed in a creditors winding up or any similar procedure in any other jurisdiction or
d) any party breaches the terms of the management agreement or
e) the beneficial ownership of shares in the company changes without Cavendish’s prior consent
f) the company or any of its beneficial owners or any officers or employees not provided by Cavendish are charged with a criminal offence
g) information or documents required as part of an anti money laundering check are not provided on a timely basis or is false or misleading.
It should be noted that immediate termination of the relationship as a result of the above events may lead to irrecoverable losses to the beneficial owner, company or other parties. Cavendish will not be held responsible for such losses.