Terms & Conditions

Baccata Trustees Limited is registered in Jersey. Registered Number: 46899. Registered Office: 35-37 New Street St Helier Jersey JE2 3RA. Baccata Trustees Limited is regulated by the

Jersey Financial Services Commission.

1.1

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The provision of Services by Baccata to or for the benefit of a Client Entity and /

or the Client shall be on these Terms which shall apply, save as amended

pursuant to Clause 14 and subject always to Clause 21.2.

Terms and Conditions

Baccata provides management and administration services for corporate bodies

(wherever incorporated), unincorporated bodies, foundations, individuals, LLCs,

partnerships (of whatever kind as permitted by the applicable law) or other

associations or bodies (whether or not incorporated) or trusts or other structures

or arrangements.

2.1.4 “Client” means any person or persons who have instructed Baccata to set

up or take on administration of any Client Entity or from whom Baccata

may lawfully take instruction in connection with a Client Entity including

the beneficial owner or controller, directly or indirectly, of the Client

Interests including:

(b)

(a)

where there is more than one person shall mean all such persons

jointly and severally;

in the case of a corporate body any predecessor or successor or

assign; and

for trusts, the settlor and each beneficiary; and

for individuals this shall include his heirs, personal representatives,

estates or other successors and assigns;

1.2

(c)

2.1

2 Definitions

In these Terms the following words shall have the following meanings:

(d)

2.1.1 “Baccata” means Baccata Trustees Limited whose registered office and

address for service and notice is 35-37 New Street, St Helier, St Helier,

Jersey, Channel Islands and which definition shall include:

2.1.5

“Client Interests” means:

“Client Entity” means the corporate body (wherever incorporated),

foundation, LLC, individual, partnership (of whatever kind as permitted by

the applicable law) or other association or body (whether or not

incorporated) or trust or fund or other structure or arrangement to or in

respect of which Baccata provides Services which is beneficially owned or

controlled in whole or in part, directly or indirectly by the Client;

“Client Assets” - means the asset or assets of value owned in whole or in

part by any company, trust, partnership, foundation, LLC, or other entity

under our control or administration, including shares, debentures or

other documents of title pertaining to the entity itself whether under

nominee arrangement or not;

(a)

our agents, assigns, subsidiaries, and successors-in-title);

all companies and other entities, whether or not incorporated,

that may form part of Baccata group; and

(b) 2.1.6

2.1.2

“Business Hours” means normal business hours Monday – Friday from

09.00 – 17.30 hours Jersey local time save for bank and other public

holidays in Jersey. Baccata does not provide Services outside usual

business hours unless with prior arrangement and agreement;

“Baccata Representatives” means any directors, alternate directors,

managers, officers, secretaries, trustees, protectors, enforcers, nominees,

members, shareholders, partners, unit holders or other persons provided

by Baccata to or in respect of a Client Entity or Client Assets;

2.1.3

2.1.7

(a) the issued company shares, bonds, notes, warrants, options,

grants or other company securities, units, or other commitments,

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partnership interests or any other entitlement in respect of a Client

Entity;

(b) for trusts or foundations, Client Interests shall mean any

entitlement of whatever nature as a beneficiary (including as a

discretionary beneficiary); and

(c) for individuals, Client Interests shall mean the assets of that

individual, which shall benefit from the Services;

2.1.8 “JFSC” the Jersey Financial Services Commission;

2.1.9 “Private Trust” means a company which operates in accordance with the

provisions of Article 4 of the Financial Company Services (Trust Company

Business (Exemptions)) (Jersey) Order 2000;

2.1.10 “Services” means all the professional services agreed in writing to be

provided by Baccata from time to time to or for the use and benefit of a

Client and/or a Client Entity; and

2.1.11 “Terms” or Terms and Conditions” means these terms and conditions as

amended from time to time.

2.2 In these Terms and Conditions, unless the context otherwise requires, words

importing the singular shall include the plural and the masculine gender shall

include the feminine and the neuter and vice versa in each case.

2.3 A reference to any law shall include any amendment, repeal, consolidation or

updating of such law.

2.4 References to Clauses are to Clauses of the Terms and Conditions.

3 Services

3.1 Baccata shall perform the Services in good faith and with due skill and care.

3.2 The performance of the Services shall be provided without prejudice to any

waiver, indemnity or exoneration, release, security or guarantee available to

Baccata however so arising under these Terms or under a settlement or trust

instrument, instrument of removal and/or appointment or under an

administration or management or other agreement.

3.3 Whilst Baccata shall provide all or any such Services to or in respect of the Client

Entity or its Client Assets as the Client may from time to time request which

Baccata (in its absolute discretion) accepts, Baccata shall not be obliged to act in

any manner which may:

3.3.1 conflict with any of the provisions of any statutory documents, by-laws,

or regulations or constitution pertaining to any Client Entity or its Client

Assets;

3.3.2 conflict with any applicable laws, or otherwise be illegal in any

jurisdiction;

3.3.3 expose Baccata to an actual or potential personal liability, civil liability or

criminal prosecution in any jurisdiction;

3.3.4 be detrimental to the good name or reputation of Baccata; or

3.3.5 be inconsistent with previous methods of communication and instruction

by the Client (and in which circumstances, Baccata may seek such

verification of any instruction or matter (to minimise any risk of fraud or

forgery) as Baccata may think fit at its absolute discretion).

3.4 Baccata is hereby authorised to take any steps that it may in its absolute

discretion think fit to further the business of the Client Entity or protect the Client

Assets and to take such professional advice at the expense of the Client Entity,

the Client Assets or Client; and in the event of a conflict of interest shall

endeavour to clarify any requirement as set out in Clause 16 hereunder.

3.5 In the event that Baccata is to provide registered office only, or registered office

and company secretary only Services in or from within Jersey, the Client agrees

and undertakes to abide by the matters stated by Baccata relating to registered

office only Services.

3.6 Baccata may make changes to the Services in order to maintain compliance with

laws applicable to it. Baccata shall have absolute discretion as to how and by

whom Services are to be performed and may delegate (acting reasonably and in

accordance with regulatory guidelines) without liability to a sub-contractor or to

a sub-contractor upon the instructions or with the consent of the Client. Any

outsourcing or delegation shall be carried out in accordance with JFSC policies

from time to time including the JFSC Outsourcing Policy and Guidance Note. Any

delegation of duties or powers, whether by power of attorney, formal agreement

or otherwise, shall only be entered into with an appropriate person for a proper

purpose. Any delegation shall be for a specific purpose; and where the

delegation is revocable, Baccata shall include within the documentation an expiry

date or a requirement that the relationship with the appropriate person is

formally reviewed on a periodic basis; Baccata shall also ensure that appropriate

due diligence has been carried out on the delegatee.

3.7 Where Baccata provides directors or officers to a Client Entity, those directors

and officers shall be entitled to approve contracts or arrangements to be entered

into between the Client Entity and Baccata (subject to the provisions in these

Terms relating to conflicts).

4 Client Obligations

4.1 Each Client and/or Client Entity (for itself and on behalf of any and all persons

any person associated with the Client and Client Entity) confirms, covenants,

warrants and undertakes to Baccata:

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Non-solicitation

4.1.1 save with the prior written approval of Baccata, during the period of

supply of any Services by Baccata and for a period of 12 months from the

termination of such Services, directly or indirectly not to employ, engage

or entice away from the employment or engagement of Baccata any

person who was at any time prior to the termination of any Services

employed or engaged by Baccata. The Client Entity and/or Client

acknowledges and agrees that the duration, extent and application of the

restrictions in this Clause 4.1.1 are reasonable and necessary;

Lawful activities

4.1.2 all Client Assets introduced or which will be introduced by or into the

Client Entity or by the Client were or will be legally and lawfully introduced

and were not or will not be derived from or otherwise connected with any

illegal or unlawful activity;

4.1.3 that it will not be engaged or involved directly or indirectly with any

unlawful activity or purpose, or conduct activities which may conflict with

any applicable laws;

Due Diligence Information

4.1.4 where requested, to complete and deliver to Baccata any information

request sheet as Baccata shall require (Information Requests) and shall

notify to Baccata all material changes to the Information Requests

promptly upon each such change taking place;

4.1.5 to comply with all Baccata’s client due diligence (Baccata Client Due

Diligence) and know your client (Know Your Client) procedures relating

to client identity (including verification), ownership and control,

significant persons, source of funds, source of wealth, nature of business

and reasons for transactions, professional advice so as to permit Baccata

to comply with all laws relating to proceeds of crime or prevention of

crime and other such illegal or unlawful activity including but not limited

to the Proceeds of Crime (Jersey) Law 1999 and subordinate legislation

(the Proceeds of Crime Legislation) and with all regulatory requirements

and compliance procedures or with exchange of tax information

procedures, as may be requested;

4.1.6 that it is responsible for advising Baccata as soon as possible of any

changes to the Information Requests or to Baccata Client Due Diligence

or Know Your Client information;

4.1.7 to assist Baccata in obtaining from each transferee of a Client Interest, a

properly completed Information Request and any other information

reasonably required by Baccata for the purposes of transfer;

4.1.8 to keep Baccata aware of its contact and other such details at all times

and provide documentary evidence of changes in accordance with the

Proceeds of Crime Legislation and Baccata policies;

4.1.9 to provide, in connection with the provision of the Services and all related

or connected transactions, all required information, which shall be and

remain complete, accurate and not misleading and provide all books and

records required to permit Baccata to perform and continue to perform

the Services. Baccata may rely upon the truth, accuracy and

completeness of all such books, records and information without

independent audit or verification and shall not be liable if such

information is incomplete, inaccurate or misleading;

4.1.10 to ensure it is maintained in good standing and able to comply with all

filing requirements and to discharge all taxes, or dues or charges and that

it is not subject to any unsatisfied judgments or orders or incomplete

enforcement action;

Litigation and Disputes

4.1.11 that it is not (save as expressly and fairly disclosed) the subject of actual,

pending or threatened disputes or litigation or other legal proceedings or

any other process or proceedings including but not limited to bankruptcy

and insolvency or similar proceedings of any kind;

4.1.12 that it shall notify Baccata immediately upon becoming aware of any of

the foregoing matters referred to in Clause 4.1.11 or any material event

or change or other such other matter which could be seen to have a

material effect upon the Client Entity or the Client or upon any Baccata

Representative or upon Baccata’s Services;

4.1.13 at its own cost and expense and risk to defend any proceedings relating

to the Proceeds of Crime Legislation; and

Independent Advice

4.1.14 if reasonably required by Baccata, to take and give due consideration to

independent professional advice (whether investment, legal, tax or

otherwise) prior to establishing or introducing or using any Client Entity.

5 Fees, Charges and Tariffs

5.1 As remuneration for the Services provided, Baccata shall receive from the Client

such fees and charges and in such manner as is set out in or referred to in the fee

agreement that forms part of the letter of engagement (or otherwise as agreed

in writing with the Client from time to time (“Fee Tariff”).

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5.2 The Fee Tariff describes indicative amounts such as annual service fees (“ASF”)

and compliance or regulatory costs, which are payable in advance and nonrefundable

(save in accordance with these Terms).

5.3 Annual regulatory costs must be paid to maintain a Client Entity in good standing

with the JFSC. The ASF relates to the purpose behind Baccata’s appointment; it

covers standard work undertaken as a result of such appointment but may not

(unless expressly stated) include the daily administration or any exceptional or

additional work or any other work beyond the scope of the ASF.

5.4 The ASF is payable in advance but may at the sole discretion of Baccata be

refunded on a pro-rata basis on termination of work for the Client for whatever

reason. Baccata shall be entitled to deduct from time to time any unpaid money

owing to it in connection with the Services from funds comprising the Client

Assets of any Client Entity without the consent of the Client or Client Entity.

5.5 Work which is not covered by the ASF will be separately charged in arrears on a

time spent basis, for each hour or pro rata hour at the agreed rate(s) in the Fee

Tariff. The charges shall be dependent upon the seniority, expertise and

experience of the person supplying the Services. Baccata records time in units

of 6 minutes, which equates to 10 units per hour.

5.6 The Client shall be notified of Baccata’s fees from time to time and in accordance

with these Terms. Baccata shall not, until such payment is received (if overdue),

be obliged to take any steps to communicate with any Client Entity or Client for

any reason or to pass on notice of the receipt or details of the content of any

document, correspondence or information received at its office. Where

liabilities are not settled, Baccata shall have a lien over, or the right not to release

from the possession or control of Baccata, all documents or Client Assets

belonging to the Client Entity or held on behalf of the Client until such time all

such liabilities due and payable are discharged. Baccata may retain all such

documents and correspondence for collection by the addressee. Baccata may

retain copies of all such documents and correspondence and will not be liable for

any consequences of any lack of notice being given to the Client or Client Entity.

5.7 Fees and charges should be paid by cheque drawn on a U.K. clearing bank or by

telegraphic transfer to Baccata’s nominated bank account. Baccata does not

accept payment by credit card or in cash.

5.8 Baccata may at its absolute discretion procure necessary funding from the Client

Assets or from another source at the cost of the Client to ensure that the Client

Entity and Client Assets are managed adequately and expediently until payment

is received.

5.9 Where Baccata ceases to act for a Client or ceases administering a Client Entity

(or its Client Assets) Baccata shall submit a final invoice. Baccata reserves the

right of lien over all documents and Client Assets held on behalf of the Client

Entity or Client until such time as the final invoice is discharged in full.

Compliance costs:

5.10 A minimum annual compliance fee will be charged as set out in the Fee Tariff or

as otherwise agreed with the Client. In the event that additional compliance and

regulatory work is required or is deemed to be necessary in the monitoring of

the Client Assets and/or activities, time cost charges will be made in attending to

this work to bring available data or material to such adequate and up to date

standard as Baccata may require.

Disbursements:

5.11 At its absolute discretion Baccata may charge up to 5% of time cost work

undertaken as a disbursement to cover costs in attending to the affairs of the

Client to include photocopying, email, Cyber and IT support, and any other

related matters.

5.12 Particular items of third-party expenditure such as courier, Notary Public, , air

fares, and hotel fees will be itemised on the relevant fee note, and charged on

an arising basis.

5.13 Baccata reserves the right to charge any non-refundable charges and fees

incurred in the event of any scheduled meeting with a Client and their advisors

being cancelled (other than by Baccata) within 72 hours of the scheduled

meeting time.

5.14 Baccata reserves the right in its discretion to charge the Client for any costs or

damage howsoever incurred to its computer systems and business as a result of

the penetration of rogue viruses or information technology related and

transferable defects from or instigated by the Client or its agent in any way.

Billing:

5.15 Billing shall be either quarterly or monthly in arrears unless otherwise agreed.

All invoices are payable in full within 30 days of the date of the relevant invoice.

5.16 Baccata shall be entitled to charge interest, with effect from the invoice date, on

any sums not paid within 30 days of the date of the relevant invoice, at the rate

of 8% per annum and to recover all costs incurred in recovering amounts not so

paid.

5.17 Charges do not include GST, VAT or any other applicable tax relating to the supply

of goods and services or sales, unless expressly stated.

5.18 If amounts due to Baccata remain unpaid more than 90 days after the date of the

invoice, Baccata shall be entitled to cease or suspend the Services without

prejudice to any other rights or remedies that Baccata may have in relation to

the non-payment.

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5.19 Payment shall be made in the billing currency as designated by Baccata without

any deductions.

5.20 Each Client Entity and all relevant Clients are jointly and severally liable in their

personal capacity for the settlement of all amounts invoiced to a Client Entity.

5.21 The applicant for business of Baccata, who completes a questionnaire,

committing to these Terms and concerning directly or indirectly any Client Entity

or Client shall be responsible for the non-payment by such Client Entity or Client

of fees, expenses and other costs.

5.22 Baccata shall accurately record the basis of any fees and charges in respect of

time spent and disbursements and make the relevant records available to the

Client upon request.

5.23 Baccata shall always be open and transparent about its fees and charges and if

the Client considers the position uncertain, it should contact its Baccata

Representative promptly.

6 Liability and Indemnity

6.1 The Client covenants and undertakes with Baccata (and as a separate covenant

with each Baccata Representative in respect of the Client Entity or Client Assets)

that:

6.1.1 it shall at all times unconditionally indemnify and hold harmless and keep

indemnified and hold harmless Baccata to the greatest extent permitted

by law and hold harmless each and all of the persons mentioned in clause

6.1.2 from and against all actions, suits, proceedings, claims, demands,

costs, expenses and liabilities whatsoever including in particular (but

without prejudice to the generality of the foregoing) all taxes, duties and

fiscal impositions (including all interest, penalties, costs, charges and

expenses or other sums in connection therewith) by the revenue or other

authorities of any government in any part of the world, which may arise

or occur or be taken, commenced, made or sought from or against

Baccata or the Baccata Representatives in connection with or arising from

the provision of the Services save and except for any loss or damage

arising from any fraudulent or grossly negligent act or wilful default or

omission on the part of Baccata or the Baccata Representatives;

6.1.2 the persons hereby indemnified are:

(a) Baccata;

(b) the Baccata Representatives and their duly authorised agents;

(c) any person, partnership, firm or company exercising a direct or

indirect control over Baccata; and

(d) any partner of, director of, employee of or person assigned under

contract to any of the abovementioned persons.

6.2 The provisions of this Clause are without prejudice to any other indemnity,

waiver, forbearance, exoneration or other form of relief, whatsoever and

howsoever arising, in favour of Baccata and the Baccata Representatives and

shall remain in full force and effect notwithstanding the termination of these

Terms and Conditions.

6.3 The Client and Client Entity and the person identified under 5.21 shall at all times

guarantee the due payment and reimbursement to Baccata and the Baccata

Representatives of all fees, disbursements and expenses due by a Client Entity in

connection with the Services provided.

6.4 Any right which at any time the Client may have under the existing or future laws

of Jersey by virtue of the droit de discussion or droit de division or otherwise to

require:

6.4.1 that recourse be had to the Client Entity or the Client Assets before claim

is enforced against the Client or any other person in respect of the

obligations hereby assumed by the Client in respect of the Client Entity or

the Client Assets is hereby abandoned and waived by the Client. The

Client hereby undertakes that if at any time the Client is sued in respect

of any such obligations and the Client Entity is not sued also, the Client

shall not claim that Client Entity be made a party to the proceedings; or

6.4.2 that any liability of the Client arising pursuant to these Terms be divided

or apportioned with any other person or reduced in any manner

whatsoever, is hereby abandoned and waived.

6.5 Baccata shall not be liable to the Client or the Client Entity:

6.5.1 for any loss or damage (including without limitation loss arising out of

delay, misdelivery or error with transmission of any letter, telephonic

communication, email or other electronic communication) suffered

directly or indirectly by the Client or Client Entity arising out of the

provision by Baccata of the Services unless such loss or damage arises

from fraud, wilful default, or gross negligence on the part of Baccata or

the Baccata Representatives;

6.5.2 for the acts and omissions of any agents, delegates or independent

contractors engaged by Baccata to provide or assist in the provision of the

Services where the engagement and subsequent retention by Baccata of

such agents, delegates or independent contractors was undertaken with

due care by Baccata including for the performance, errors or omissions of

unaffiliated third parties such as, by way of example and without

limitation, courier companies, postal services and other delivery,

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telecommunications and other companies not under Baccata’s control

and any third parties not under Baccata’s control providing services to the

financial industry generally;

6.5.3 for loss or damage to the Client or Client Entity (or any property or Client

Assets of the Client or the Client Entity) or for any failure to fulfil its duties

under these Terms if such loss or damage or failure is caused directly or

indirectly, including but without limitation, by war, damage, terrorist

action, an act of any government or other authority, pandemic, epidemic,

riot, civil commotion, rebellion, storm, tempest, accident, fire, lock out,

labour dispute, natural disaster, power failure, failure of communication

or electronic systems due to virus attack or any other cause whether

similar or not, which is beyond the reasonable control of Baccata (“Force

Majeure”). Baccata or the Baccata Representative shall use reasonable

efforts to minimise the effect of any Force Majeure but shall be excused

from any further performance and observance of the obligations so

affected; and

6.5.4 for any indirect or consequential or economic losses as a result of any

error or omission by Baccata or its Baccata Representatives’ part whether

or not within the reasonable contemplation of the parties and whether or

not reasonably foreseeable. Baccata shall not be liable for any loss or

damage resulting from a failure to mitigate loss and damage and the

Client Entity and/or Client agrees to take all reasonable and necessary

steps to mitigate any such loss or damage.

6.6 Without prejudice to any of the foregoing provisions of this Clause 6 and other

than in circumstances where liability cannot be excluded or limited, the liability

of Baccata or the Baccata Representatives (including any liability towards the

Client or Client Entity for interest and legal or other costs) shall be capped at a

level of:

(a) three times the fees paid to Baccata for the provision of the Services to

the applicable Client Entity or Client during the calendar year in which any

event or incident might occur; or

(b) £5 million; or

(c) the limit of Baccata’s professional indemnity insurance; or

(d) the value of the Client Assets in relation to the Client or the Client Entity

held at the time immediately prior to the event of default gives rise to the

liability, whichever is the lower.

6.7 For the avoidance of doubt, the liability of Baccata to the Client and/or Client

Entity arising out of, or in connection with, the Services shall be limited to that

proportion of loss or damage (including interest and costs) suffered by the Client

or Client Entity which is ascribed to Baccata or the Baccata Representatives by

court having regard to the contribution to the loss or damage in question of any

other person responsible or liable for the same matter. Baccata shall not be

jointly and severally liable with such other party or parties for such other parts

of the loss or damage. Where the liability of any other person to the Client or

Client Entity is limited in any way in respect of the loss or damage, the

proportionate liability to be ascribed to Baccata or the Baccata Representatives

shall not be increased.

6.8 If any person against whom Baccata may have a right of counterclaim in

connection with a claim brought by the Client or Client Entity against Baccata or

the Baccata Representatives has the benefit of any exclusion or limitation of

liability towards Baccata or the Baccata Representatives, the appropriate

proportion of the Client or Client Entity’s claim against Baccata or the Baccata

Representatives as relates or corresponds to Baccata’s right of counterclaim shall

be similarly limited or excluded.

6.9 A Baccata Representative shall not incur personal liability but this shall not

remove Baccata’s vicarious liability for such Baccata Representative. Baccata

Representatives or employed or engaged persons shall be entitled directly to rely

upon and shall have the direct benefit of these Terms and Conditions, although

not party to these Terms. The claimant shall waive any objection based on privity

of contract that might exclude such direct reliance or benefit.

6.10 No warranty or indemnity (whether express or implied, including any warranty

imposed or implied under the Supply of Goods and Services (Jersey) Law 2009

(as amended) is given in connection with the Services.

7 Client Data and Transparency Requirements

7.1 Baccata is registered for the purposes of the Data Protection (Jersey) Law 2018.

7.2 Baccata is able to receive, control, process (including via third parties) and

transfer (subject to compliance with applicable data protection legislation and its

data protection registrations and any required consent from a Client Entity or

Client) all applicable data in relation to the Client or the Client Entity, including

personal or special category data, in connection with:

7.2.1 providing the Services;

7.2.2 identifying additional Services which may be suitable or of interest to the

Client;

7.2.3 credit control and debtor recovery;

7.2.4 the assessment of compliance, money laundering, terrorist financing and

business risk;

7.2.5

any purposes as otherwise specified in Baccata’s Privacy Statement.

any purpose which may be reasonably considered ancillary or necessary

in pursuance of the above purposes; or

legal or regulatory requirements;

updating or enhancing client records or internal analysis or research;

the prevention and detection of fraud and/or the commission of any other

criminal offence;

Baccata is subject to legislation that requires the filing of Client information

relating to beneficial ownership, controllers and significant persons with the JFSC

and the Jersey Companies Registry. The Client accepts that certain information

prescribed by law that is submitted by Baccata, may become publicly available

pursuant to the introduction of public registers and changes to applicable law

although the Client may request in writing that Baccata makes an application to

the JFSC to seek to prevent certain information from being made publicly

available.

part of responding to routine anti-money laundering requests from a bank,

broker or governmental agency.

7.2.6

7.2.7

7.2.8

8.3

7.2.9

7.3 Nothing in these Terms shall prevent or restrict Baccata from making any

suspicious activity report where Baccata is obliged to do so or reasonably

considers it appropriate to do so. Nothing in these Terms shall require Baccata

to advise any Client Entity and/or Client that it has made a suspicious activity

report. Baccata shall not be liable for making a report if the suspicious activity

report is made honestly.

For information on the personal information Baccata processes, why Baccata

collects, stores and in some cases transfers personal information; data

protection rights and how to contact the Baccata Data Protection Officer;

please refer to the Baccata Privacy Statement https://www.baccata.co.je/

privacy-statement.

9.1

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Any failure or delay on the part of the Client to provide such information as

Baccata requests in order to enable Baccata to carry out such checks entitles

Baccata to terminate or suspend the provision of the Services and Baccata

accepts no responsibility or liability for any damage arising directly or indirectly

to the Client or Client Entity as a result of any failure or delay on the part of the

Client.

Anti-Money Laundering Procedures

Baccata is required by law to operate anti-money laundering and financial crime

checks and procedures including provisions to counter the financing of terrorism

and provisions to ensure compliance with sanctions and reserves the right to

apply such checks and procedures in relation to the Client and any Client Entity

including without limitation confirmation of source of funds and wealth, identity

and address/place of business of Clients, beneficiaries and any other officers (not

provided by Baccata) and verification of capacity in respect of all aspects of the

provision of the Services.

7.4

8.1

8 Confidentiality

Save for any disclosure obligations Baccata may be subject to pursuant to:

8.1.3

8.1.2

8.1.1 9.2

8.1.4

8.1.5

10.1

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The Client hereby acknowledges that in the administration of the Client Entity

and Client Assets Baccata may be required and reserves the right, with or without

the Client’s permission, to release limited information relating to the Client for

the purposes of the necessary proper performance of the Services, including

opening banking or broking accounts in connection with the Client Assets or as a

Baccata undertakes not to disclose the affairs of any Client, details of the Client

Entity or the nature of any Client Assets to any third party without the knowledge

of the Client provided it is able to do so in accordance with applicable law or

pursuant to clause 8.2. The Client shall not disclose or divulge matters relating

to any of the Client Entity and Client Assets under administration by Baccata

without justification and prior notification to Baccata.

Neither Baccata nor any Baccata Representative shall be liable to any Client

Entity or the Client for the consequences of any disclosure of information and

any production of any document relating to any Client Entity or Client or its

business, affairs and dealings as follows:

US FATCA, UK FATCA and CRS

Baccata does not provide local or international taxation advice and accordingly

does not accept responsibility for ensuring that the Client and Client Entities are

in compliance with local or international information exchange and common

reporting standards and rules. Baccata does not provide legal or investment or

other professional advice and, whilst it may review and report upon such advice

received, Baccata does not give, accept or endorse and should not be understood

to be giving, accepting or endorsing such advice.

8.2

10.2

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applicable court or regulatory proceedings,

other reporting requirements under applicable law or the JFSC including

but not limited to those matters identified in Clause 10.3; or

the Data Protection (Jersey) Law 2018;

Proceeds of Crime Legislation;

the Financial Services (Disclosure and Provision of Information) (Jersey)

Law 202-;

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10.2.1 where Baccata or any Baccata Representative is required to disclose by

the laws or regulations of any jurisdiction (including without limitation,

the Foreign Account Tax Compliance Act (FATCA) of the United States of

America or any equivalent reporting requirements imposed by law and

duly recognised and accepted in the applicable jurisdiction) or by any form

of order, decree or direction of a court, tribunal or other body of

competent jurisdiction;

10.2.2 where disclosure is required for regulatory and other compliance

purposes, whether of Baccata or the Client or Client Entity;

10.2.3 where Baccata or any Baccata Representative is requested to disclose to

any third party to whom Baccata or the Baccata Representative has

introduced business relating to that Client Entity or Client and who states

to Baccata or the Baccata Representative that the information or

documentation is needed to enable that third party to comply with an

order, decree or direction for disclosure or with regulatory requirements

applying to it or with its own compliance procedures;

10.2.4 where it is in the interests of Baccata or such Baccata Representative to

disclose or disclosure is required in order to permit Baccata and any

Baccata Representative to provide the Services or disclosure is made in

the interest of the Client Entity or Client;

10.2.5 where such disclosure is made only within Baccata and for valid business

reasons;

10.2.6 where Baccata needs to make such disclosure to professional advisers,

accountants or auditors and insurers;

10.2.7 where such disclosure is authorised by the Client or Client Entity or made

to any advisers or representatives of the Client Entity or a Client; or

10.2.8 where such information is already in the public domain or independently

known to Baccata.

10.3 The Client agrees to collate and disclose promptly to Baccata on an ongoing basis

until termination of the Services all necessary data and information relating to

reportable accounts, the citizenship and tax residency and status of officers,

controllers, account holders, investors, shareholders, beneficial owners related

to the Client Entity and significant interests above applicable thresholds related

to the ownership or control of the Client or Client Entity for the purposes of:

10.3.1 FATCA;

10.3.2 the UK International Tax Compliance (Crown Dependencies and Gibraltar)

Regulations 2004 (UK FATCA) as implemented pursuant to Inter-

Governmental Agreements applicable to Jersey;

10.3.3 the Standard for Automatic Exchange of Financial Account Information –

Common Reporting Standards (CRS);

10.3.4 the EU Directive of Administrative Cooperation; and

10.3.5 any other national or international rules or provisions related to tax

compliance or exchange of information, so as to enable Baccata to comply

with its obligations as a reporting financial institution under applicable

transparency rules.

10.4 The Client agrees to provide details of any intended or actual change in

ownership or beneficial ownership of the Client Entity or any significant persons

as required pursuant to the Financial Services (Disclosure And Provision Of

Information) (Jersey) Law 202- or any entity forming all or part of the Client

Assets under administration without delay and in any event acknowledges that

notification must be given to the JFSC, in certain circumstances, for a Jersey

entity within 21 days of having knowledge that:

10.4.1 any person has become a beneficial owner or controller of the entity; or

10.4.2 any person has ceased to be beneficial owner or controller; or

10.4.3 any person has ceased to be a significant person; or

10.4.4 any beneficial owner or controller of an entity has changed their identity,

residential address or occupation.

10.5 Baccata accepts no responsibility for liabilities, losses, penalties, charges or

other sums imposed on any Client or Client Entity or any officers, account

holders, investors, shareholders and beneficial owners as a result of any failure

to comply with applicable information exchange or common reporting rules

subject to the limitations on the liability of Baccata included in these Terms and

Conditions.

11 Instructions and Service Levels

11.1 In the event that any demand is made against the Client Entity or Client Assets

for payment of any sum due to any person including without prejudice to the

generality of the foregoing any taxes, regulatory and governmental dues,

customs and excise duties and Baccata requires any instructions from the Client

and:

11.1.1 Baccata has been unable, after specifying the period within which a

response is needed (such response to be in writing and, if initially

conveyed by telephone, to be confirmed in writing, whether by e-mail or

letter), to obtain such instructions, advice or recommendations at all;

11.1.2 Baccata obtains instructions which Baccata and/or any Baccata

Representatives in its absolute discretion considers inadequate,

incomplete, illegal or improper; or

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11.1.3 any Client interest in the relevant Client Entity or any part thereof is

alienated, assigned, sold, pledged or otherwise disposed of or

encumbered in favour of any person not approved by Baccata (but where

such approval is required); or

11.1.4 Baccata receives conflicting instructions then subject as hereinafter

provided Baccata may in its absolute discretion, proceed in any one or

more of the following ways:

(a) take no further action on a particular matter;

(b) take no further action at all in relation to the Client Entity or Client

Assets;

(c) seek professional advice at the cost of the Client;

(d) utilise any of the Client Assets in or towards the satisfaction of any

such demand;

(e) seek the termination, winding up or dissolution of the Client Entity

or Client Assets or any part of them as may be considered

appropriate; or

(f) take such additional or alternative steps as Baccata may see fit,

PROVIDED THAT Baccata shall have given to the Client notice that the provisions

of this Clause 11 shall apply unless within the period stated in such notice the

Client has not taken such action as shall therein be specified.

11.2 No liability shall attach to Baccata or the Baccata Representatives in respect of

or arising out of any action or inaction on the part of Baccata or its Baccata

Representatives taken in accordance with the provisions of this Clause 11 where

Baccata or the Baccata Representatives good faith in the recollection or

understanding of the contents of any demands, instructions, advice or

recommendations.

11.3 Baccata may (acting reasonably and in good faith) act upon instructions (however

communicated) from any person it honestly and reasonably believes to have

authority to give such instructions.

11.4 Baccata does not guarantee to act on any banking instruction or request for

immediate transfer of funds and shall only make transfers of money through

normal banking channels. Baccata is not licenced for banking or deposit taking

business and does not accept deposits. Banking arrangements and facilities are

in place with a number of banks and other financial institutions with a suitable

financial strength and rating. All risks including credit and counterparty risk, rest

with the Client and/or Client Entity.

11.5 Baccata may maintain individual designated accounts for client monies that are

to be held for the short term, separate from its own monies and until accounts

are opened in the name of the Client Entity. Baccata may pool client monies in

such a segregated account. Each Client and /or Client Entity accepts that client

monies in either case are held subject to the applicable procedures in force at

the time and on these Terms and also on the terms and conditions of the banks.

Interest on Baccata designated accounts for client monies is not charged.

11.6 Baccata will keep in safe custody all documents which Baccata in its absolute

discretion considers appropriate or which a Client Entity or Client reasonably

requests Baccata to keep or which Baccata is required to keep and Baccata may

keep such documents (or copies, where such documents must be returned) for

legal, regulatory and compliance purposes. Subject to applicable law,

documentation may be destroyed after a period of 10 years.

12 Anti-Bribery and Anti-Corruption

12.1 Baccata operates a “zero tolerance” anti-corruption and anti-bribery policy

throughout all its business.

12.2 The Client undertakes to Baccata that it shall keep itself fully appraised of and up

to date in relation to laws and rules covering bribery and corruption in the

countries or jurisdictions in which it operates and maintain adequate procedures

for the detection and prevention of bribery and corruption including but not

limited to the Corruption (Jersey) Law 2006 and the Bribery Act 2010. Further

the Client shall:

12.2.1 make no offer, promise, payment or inducement by way of gift to anyone

whether a public official or employee with the purpose of influencing

directly or indirectly any act or decision of such official or employee in

order to obtain or retain work or business directly or indirectly connected

with the Services provided by Baccata to the Client or the Client Entity

under these Terms; or

12.2.2 not procure through any means that its agents, representatives, directors,

employees, or contractors, undertake any activity which would constitute

an offence under any anti-bribery laws or anti-corruption laws

wheresoever in connection with the business or affairs of the Client Entity

or any Client Assets.

13 Tax Liability and Withholding

The Client hereby undertakes to provide Baccata, whenever reasonably

requested and required, up to date evidence and/or advice from time to time as

to the tax status and other relevant personal information of the Client and the

Client Entity or any associated person or entity in whatever jurisdiction to enable

Baccata to ascertain and administer the tax or other transparency reporting or

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withholding requirements considered to be applicable by Baccata in the

furtherance of the Services.

14 Amendment and Variation to Agreement

14.1 Baccata reserves the right to amend or vary the Terms at any time and Baccata

undertakes to inform the Client and the Client Entity in writing not less than 30

days prior to such change taking effect. Upon expiry of such 30-day period the

Client and Client Entity shall be deemed to have consented to the amendment

or variation unless within that period they have raised an objection to it in writing

to Baccata.

14.2 Baccata may in its absolute discretion waive or delay the implementation of any

proposed amendment or variation if the Client Entity or Client gives reasonable

justification for requiring such delay or waiver, it being understood that any such

delay or waiver would not affect the validity these Terms.

14.3 A copy of these Terms and Conditions and any variations thereto from time to

time in force will be sent to the Client in hard copy form upon written request.

However, these Terms and Conditions and any future variations thereto may be

published on the Baccata website at www.baccata.co.je. Baccata and the Client

or the Client Entity, as the case may be, may at any time in writing mutually agree

to vary these Terms and Conditions or the terms of the letter of engagement.

14.4 In the case of the provision of registered office Services or branch office Services

Baccata reserves the right to change the registered office of the relevant Client

Entity at the expense of the Client in the event that the business of Baccata

moves address in the Island of Jersey or elsewhere, and in which case Baccata

shall give the Client not less than 90 days’ notice.

15 Termination

15.1 Baccata may immediately terminate the agreement to provide Services under

these Terms by providing due notice to the Client or Client Entity if any of the

following matters should arise:

15.1.1 if the Client or Client Entity shall fail to observe any of the covenants,

undertakings and agreements provided by it under these Terms or

otherwise be in material breach of any provisions of these Terms (which

shall include without failure to make a payment when due);

15.1.2 if an order is made or an effective resolution is passed for the termination,

bankruptcy, insolvency, winding up or dissolution or declaration 'en

désastre' of the Client Entity or Client or for the attachment of any assets

of the Client Entity or Client;

15.1.3 if, in the case of the Client Entity or Client being an individual, that

individual dies or is determined no longer to have the mental capacity to

instruct Baccata;

15.1.4 if any investigation is opened by a relevant judicial body or authority or

regulatory body;

15.1.5 if any criminal or quasi-criminal proceedings are instituted in relation to

the Client Entity or Client;

15.1.6 if Baccata determines in its absolute discretion its good standing or

reputation is or may be adversely affected by a continued relationship

with the Client Entity or Client; or

15.1.7 if Baccata in its absolute discretion cannot continue or reasonably

continue to supply Services, including without limitation if it has been

compelled to file a suspicious activity report.

15.2 Either the Client or Baccata may terminate the agreement for the provision of

Services upon giving to the other 60 days’ notice to that effect (or such other

period as may have been agreed by such parties in writing from time to time).

Termination shall be without prejudice to any accrued rights and liabilities at the

date of termination of the respective parties. Obligations, which expressly

survive or by implication survive or are intended to survive, following

termination of any Services, shall also survive such termination.

16 Conflict of Interest

16.1 Baccata may in its absolute discretion:

16.1.1 act as manager, administrator, agent, delegate, partner, trustee,

protector, enforcer, fiduciary or in any other role for any other trust,

company, corporation, foundation, individual, partnership or other

unincorporated association or firm on such terms as may be arranged

with such trust, company, corporation, foundation, individual,

partnership or other unincorporated association or firm and Baccata shall

be deemed not to be affected with notice of or to be under any duty to

disclose to the Client or a Client Entity any fact or information which may

come to the knowledge of Baccata in the course of so doing or in the

course of its business in any other capacity or in any manner whatsoever

otherwise than in the course of carrying out its duties hereunder to the

Client or a Client Entity;

16.1.2 acquire, hold or deal with for its own account (but subject always to the

conflicts of interest policy of Baccata) or for the account of any client or

other person and in its own name or in the name of such client or person

or of a nominee, any shares, securities or other investments, or engage in

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transactions or undertakings notwithstanding that shares, securities or

investments of the same type or similar may be held by the Client or Client

Entity and administered by Baccata (whether on its own account or not)

or that a Client Entity administered by Baccata may be contemplating

similar transactions or undertakings;

16.1.3 subject always to compliance with the conflicts of interest policy of

Baccata:

(a) act on behalf of a Client Entity and also as an agent for a

counterparty to a transaction involving the Client Entity;

(b) arrange for the purchase or sale of investments in whole or in part

by the sale to, or purchase from, a Client Entity of the relevant

investments by another of its clients;

16.1.4 supply Services to another client or client entity even if the interests of

that client or client entity may conflict with the interests of the Client or

Client Entity (subject to compliance with Baccata’s conflicts of interest

policy)

16.2 Baccata shall disclose details of but shall not be liable to account to a Client Entity

or its shareholders, investors or beneficial owners for any profit, commission,

remuneration or other benefit derived, made or received by it from or by reason

of any transaction or appointment permitted by any of the sub-paragraphs of

this Clause.

16.3 Subject always to compliance by Baccata with its conflicts of interest policy

nothing herein contained shall prevent Baccata from contracting or entering into

any financial, banking or other transaction with a Client Entity or any company,

corporation, foundation, partnership, unit trust or other unincorporated

association or firm the shares or interests in which are comprised in any of the

assets held by or for the account of a Client Entity or from being interested in any

such contract or transaction and Baccata shall not be liable to account to any

person for any profits or benefits made or derived by them in connection with

any such transactions.

16.4 In connection with conflicts of interest generally Baccata shall adhere to its

conflicts of interest policy adopted and in force from time to time. In the normal

course of discharge of its duties to the Client it may not be practical to avoid in

all circumstances conflicts of interest arising and Baccata will usually and so far

as commercially practicable seek to manage any material conflicts of interest

which are identified in a way which it regards as fair to affected parties.

16.5 In the event that a material conflict of interest arises or becomes apparent

affecting Baccata, Baccata will endeavour to reduce or eliminate such conflict as

quickly as possible. Baccata may be required by statute or regulation to notify

third parties of the conflict of interest.

16.6 In the event that a significant conflict of interest which is prejudicial to the

interest of the Client or other parties cannot be resolved or overcome then

Baccata may take such action in its discretion as it deems fit to manage or avoid

any conflict.

16.7 Subject to compliance with applicable law and subject to the consent of a Client

Entity and/or Client, Baccata may receive and retain (notwithstanding any

fiduciary obligation owed but subject always to applicable codes of practice), any

fee, commissions or other benefit in connection with the provision of Services,

separate from the usual charges for such Services.

17 Complaints Procedure

17.1 In the event of a complaint against Baccata by the Client or Client Entity, it shall

notify Baccata of the nature of the complaint, which shall be dealt with through

Baccata’s complaints procedure as updated from time to time.

17.2 Any complaint should be made in writing to the client director responsible. In

the event of further concern, complaints can be made to Baccata’s Managing

Director or equivalent. The complaints procedure does not affect the statutory

or other legal rights of the Client or Baccata.

17.3 An acknowledgement to the complaint will be made within 5 business days.

17.4 The submission of the complaint shall entitle the Client or Client Entity to have

the complaint or allegation investigated by an independent senior member of

staff, and Baccata is required by law to notify the Jersey Financial Services

Commission should a complaint not be settled within a three-month period.

17.5 A record of all complaints is maintained by Baccata and is available for inspection

by officers of the JFSC and by auditors of Baccata. If Baccata’s response to a

complaint is not considered by a Client Entity or Client to be satisfactory, contact

may be made with the JFSC.

17.6 Baccata shall keep complainants informed about the progress of their complaint,

including details of any actions being taken to resolve their complaint. Baccata

shall advise complainants in writing when the complaint is considered closed and

where the complaint is not upheld, clearly state the reason(s) for rejecting the

complaint.

18 Records

18.1 Baccata shall during the supply of Services and for a period of 10 years following

termination, retain books and records received upon commencement of or for

the purposes of supplying the Services during the period of provision of Services.

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18.2 Notwithstanding the termination of Services, Baccata may also retain copies of

books and records as required by law or regulation or by reason of professional

standards or for compliance purposes and shall not be required to erase any

computer back-up records as maintained for security purposes, provided always

that confidentiality is maintained.

19 Notices

19.1 Any notice required to be given under these Terms shall be in writing (which may

include emails) addressed to the party concerned at its address last notified to

the other party. Any notice:

19.1.1 delivered personally shall be deemed to have been given at the time

of such delivery;

19.1.2 sent by post shall be deemed to have been given 5 days after posting;

19.1.3 sent by courier shall be deemed to have been given at the time that

delivery is confirmed by the courier; and

19.1.4 sent by e-mail shall be deemed to have been delivered 4 hours after

dispatch in the absence of receipt by the sender of a failed delivery

message from the email server.

20 Intellectual Property

All correspondence, files and records (other than statutory corporate records)

and all information and data held by Baccata on any of its computer systems is

the sole property of Baccata for its sole use and neither the Client Entity nor the

Client shall have any right of access thereto or control there over.

21 Entire Agreement

21.1 These Terms, the letter of engagement and any other terms agreed in connection

with the Services (including trust documentation or an administration agreement

or the Fee Tariff) constitute the entire agreement and understanding of the

applicable parties.

21.2 In the event of conflict between:

21.2.1 these Terms and Conditions;

21.2.2 the letter of engagement; and

21.2.3 any administration agreement or trust documentation, the

administration agreement or trust documentation, if any, shall prevail

over the letter of engagement, which shall in turn prevail over these

Terms and Conditions.

22 Joint Instructions

Where the Client is more than one person, each such person hereby appoints the

other such person(s) to act as his agent to exercise full power and authority in

connection with the Services on his behalf and accordingly, unless otherwise

agreed in writing between the Client and Baccata, Baccata shall be entitled to

receive and act upon instructions relating to the Client Entity or Client Assets

given or signed by anyone of the persons comprising the Client.

23 Assignment

23.1 Baccata may assign or transfer the whole or any part of its rights and benefits

under these Terms and Conditions. For the purpose of any such assignment or

transfer, Baccata may disclose information about the Client, the Client Entity and

the Client Assets to any prospective assignee or transferee, provided that

Baccata shall use its reasonable endeavours to procure that such prospective

assignee or transferee is placed under an obligation of non-disclosure.

23.2 The Client shall not assign or transfer all or any part of its rights, benefits and/or

obligations under these Terms and Conditions without the prior written consent

of Baccata.

24 Severability

24.1 If at any time one or more of the provisions of these Terms and Conditions

becomes invalid, illegal or unenforceable in any respect, that provision shall be

severed from the remainder and the validity, legality and enforceability of the

remaining provisions of the Terms and Conditions shall not be affected or

impaired in any way.

24.2 The rights and remedies pursuant to these Terms are cumulative and not

exclusive and in addition and without prejudice to other remedies at law. No

failure or delay by any party in exercising any right or remedy provided by law or

under or pursuant to these Terms shall impair such right or remedy or operate

or be construed as a waiver or variation of it or preclude its exercise at any

subsequent time and no single or partial exercise of any such right or remedy

shall preclude any further exercise of it or the exercise of any other right or

remedy. Nothing in these Terms shall exclude any liability for, or remedy in

respect of fraud, dishonesty, wilful misstatement or fraudulent

misrepresentation.

25 Ownership and Control of Client Entity

Where the Client is not a controlling shareholder or beneficial owner of the Client

Entity, the Client acknowledges that it cannot give binding instructions to Baccata

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concerning the business or affairs of the Client Entity or in respect of Client Assets

held by the Client Entity and that in such circumstances Baccata is required to

have regard to the wishes and instructions of the directors, controllers and

shareholders/beneficial owners of the Client Entity in the provision of the

Services. The parties acknowledge that these Terms will be construed

accordingly.

26 Private Trust Company

26.1 Where Baccata is engaged to provide Services to enable the Client Entity to

operate as a Private Trust Company Baccata shall, in accordance with the

applicable regulatory requirements, notify the name of the Client Entity to the

JFSC, and the Client and Client Entity agree with Baccata:

26.1.1 that the exclusive purpose of the Client Entity shall be to provide trust

company business services (as defined in Article 2(4) of the Financial

Services Business (Jersey) Law 1998 (the “1998 Law”) in respect of a

specific trust or trusts or to act for such purpose and to act as a member

of the council of a foundation or of foundations (otherwise than as a

qualified member as that term is defined by the Foundations (Jersey) Law

2009);

26.1.2 that the Client Entity shall not solicit from or provide trust company

business services to the public; and

26.1.3 that for so long as the Client Entity operates as a Private Trust Company

its administration shall be carried out by a person registered to conduct

trust company business under the 1998 Law.

27 Client Entity as Party

Where the Client is a controlling shareholder, controller or beneficial owner of

the Client Entity, the Client gives its approval to the Client Entity becoming a

party to these Terms and directs Baccata to procure the officers or controllers of

a Client Entity to approve and execute their agreement to these Terms on behalf

of the Client Entity.

28 Video and Audio Recording

Baccata may make recordings of any audio conversation or video conference

from time to time and at any time and may use these recordings for training and

quality purposes and may refer to these recordings as an electronic record of

matters discussed during the communication. Any such recordings will remain

the sole property of Baccata and Baccata shall be entitled, subject to applicable

laws and regulations and subject to these Terms and Conditions and its Privacy

Statement, to retain such recordings for such period as it determines. Subject to

these Terms and Conditions, Baccata shall have authority to deliver copies or

transcripts of any recordings to any regulatory or government authority or court

at Baccata’s discretion. The Client irrevocably waives any objection to the use of

any such recordings as evidence of any communications.

29 Electronic Communication

29.1 Baccata may use electronic communications and the Internet in providing the

Services. However, electronic communications are not encrypted as a matter of

daily business practice and are transmitted via a public network and therefore

are not secure and may be intercepted, lost, destroyed or delayed. Emails are

also not error-free and may arrive incomplete or be subject to possible data

corruption, whether accidental or deliberate and may contain or transmit or be

vulnerable to viruses and other malware. The formatting of text and the text

itself may be affected. Email may also suffer from incorrect or incomplete

transmission or delays in transmission.

29.2 Whilst Baccata and the Client or Client Entity, as the case may be, should take

reasonable precautions to guard against security breaches and viruses and

malware, the risks associated with electronic communications and use of

Internet shall not rest with Baccata, absent actual fraud on the part of Baccata.

30 Proper Law

These Terms as varied or amended in writing from time to time shall be governed

by and construed in accordance with the law of the Island of Jersey and shall

remain in force for such time as Baccata administers the Client Entity or

otherwise holds the Client Assets or until the agreement for Services is

terminated in accordance with its terms, and the Client hereby submits to the

non-exclusive jurisdiction of the Island of Jerseys courts in connection with any

matter or dispute arising from or related to these Terms or the provision of the

Services.