Updated January 2023
Invicta Wealth Solutions Limited is a Guernsey Trust and Corporate Services Provider (with registered address at Connaught House, St Julian’s Avenue, St Peter Port, Guernsey, Channel Islands GY1 1GZ and registration number 35600) offering Fiduciary Services and is licensed by the Guernsey Financial Services Commission under The Regulation of Fiduciaries, Administration Businesses and Company Directors, etc. (Bailiwick of Guernsey) Law, 2020.
Any reference to “Invicta”, “we” “our/ourselves” or “us” will be a reference to Invicta Wealth Solutions Limited and its associated companies and subsidiaries, including all directors and employees and, in all relevant cases, any successor or assignee.
It is important that any person(s) instructing us and / or proposing to enter into a relationship with us, or on whose behalf we are instructed to provide Services (the “Instructing Client”), fully understands the nature of the relationship and the terms and conditions under which we will provide our Services prior to entering into any agreement or contract with us. To this end, we will provide the beneficial owner, partner, settlor or principal or “any” other relevant person instructing us and / or proposing to enter into a relationship with us, with written correspondence, whether in the form of a letter or otherwise (“Written Engagement”), setting out, amongst other things, the nature and scope of the Services to be provided, the Fees for the provision of such Services and the terms under which the Services will be undertaken.
These Terms and Conditions of Business (“Terms”), together with any Written Engagement, will govern the basis on which we will provide any Services and, save to the extent that these Terms may be wholly or partly varied by the Written Engagement or such other agreement in writing, will apply automatically to the Instructing Client and / or any persons who have received (or may reasonably expect to receive) the benefit of our Services (hereinafter collectively “the Client” or correspondingly “you/your”), and will also automatically apply to any entity (including any corporation, company, partnership, association foundation, trust or other such entity) to whom we provide Services (“the Client Entity”).
Where applicable, and in the absence of any Written Engagement, these Terms will be deemed to be accepted by any Client and / or Client Entity, including any beneficial owners and / or controllers or representatives of any such Client or Client Entity, by course of conduct through our continued engagement. These Terms will be binding on, in the case of an individual, the Client and / or Client Entity’s heirs, personal representatives, estates, receivers and assigns of each of them and, in the case of a legal entity, its successors and assigns.
Where we act for a Client on more than one engagement, we shall not be required to provide these Terms to the Client in respect of each new matter, and they will be deemed to be accepted by the Client in respect of each and every engagement.
A current copy of these Terms is made available on our website at www.invictawealthsolutions.com. In addition, a current copy of these Terms will also be made available for inspection at our registered office in Guernsey during normal business hours and by email upon request.
Sharefile is a Portal which is supported by Citrix and is accessed through https://invictawealthsolutions.sharefile.com (hereinafter “Sharefile”). Where you have been given access to our Sharefile portal, a copy of these Terms will be provided to you through Sharefile.
We reserve the right from time to time to vary, modify or update these Terms, including the Scale of Fees, during the course of the provision of Services without prior consent. Any such amendments will take effect and be binding when the revised documents are published on the website and / or Sharefile or the Client is otherwise notified, whichever is the soonest.
Services refers to all services carried out by us for or on behalf of, or in connection with, the Client or Client Entity as contemplated in the Written Engagement or such other written agreement, or otherwise as contemplated in these Terms. For the avoidance of doubt, this includes any specified regulated activities, any services necessary to ensure the adequate administration of the Client and / or to ensure regulatory compliance, or any other such services as may be required from time to time. (“Services”).
We are not responsible for providing services on matters outside of the scope of the Written Engagement, unless these have been agreed to in writing in advance.
As part of our regulatory obligations to combat money laundering and the financing of terrorism, we are required to carry out customer due diligence both prior to entering into any agreement and throughout the duration of any ongoing relationship and you agree to provide us with all relevant and necessary information and / or documentation as may be necessary or required by us from time to time.
We will require information and documentation sufficient to understand the nature and intended purpose of the relationship and to identify and verify the Client and / or Client Entity and any individual deemed to be a key person in the relationship, including but not limited to, any beneficial owners and / or controllers and any persons acting for and on behalf of you or the Client Entity. This includes ascertaining whether any key person holds a political position or is a close family member or business associate with someone who holds a political position. We will also require information and documentation to understand the source of wealth of and the source of any incoming funds. We also typically require necessary or relevant tax or legal advice or other such professional and independent advice so that we can act in your best interest while complying with laws and regulations. The extent of the information and / or documentation required will vary depending on the minimum requirements in law coupled with the complexity of the circumstances and the presence of any higher risk indicators.
In order to comply with our regulatory and legal obligations, all relevant persons will be subjected to our sanctions and adverse media screening, which you agree to. You should note that these searches may include searching the files of credit reference agencies but that neither the undertaking nor the results of these searches are used by lenders to assess your ability to obtain credit.
Further to the above, you will be required to provide all information required by Automatic Exchange of Information (AEOI) including the Common Reporting Standard (CRS) and the US Foreign Account Tax Compliance Act (FATCA) or any related regulation in any other relevant jurisdiction. You agree that we can conduct a review to identify whether a Client or a Client Entity is reportable under FATCA and or CRS, and that we can disclose any information required by any reportable entity to any relevant authority.
It is your responsibility to ensure that the information and / or documentation that is provided to us remains true, accurate, complete and up-to-date in all material respects. You are therefore required, at all times, to remain open, transparent, and forthcoming to assist us with our customer due diligence and other information obligations, including updating us where appropriate and necessary.
Without limiting the extent of your obligations to provide us with relevant information, you shall immediately notify us where there are any material (or potentially material) changes in relation to the Client and / or Client Entity details or any circumstances which may render any information previously provided inaccurate or obsolete, or of any event which could be reasonably foreseen to have an adverse effect on the ability of the Client or Client Entity to carry on its activities or otherwise discharge its obligations as they fall due. This includes, but is not limited to:
We will not be obligated to check the accuracy or completeness of any information and / or documentation provided by you or on behalf of you and we are therefore entitled to rely upon the accuracy of any such information and / or documentation provided by you (or by any person on your behalf). We shall not be liable for any actual or consequential loss or damage or costs or expenses incurred as a result of you (or any person acting on your behalf or on your instructions or requests or otherwise) providing inaccurate, misleading, or false information or any failure, inability or unwillingness to provide us with any information / documentation. You will be responsible for ensuring that you have all the necessary rights to supply us with the information provided and that our use of that information will not infringe the rights of any third party or result in a breach of any law, rule of regulation.
If at any stage we are unable to satisfactorily obtain the required information and / or documentation during the onboarding process or any time thereafter, we reserve the right to refuse to enter into an agreement to provide you with the relevant Services, or to decline or cease to act for you or the Client Entity pending provision of such information or documentation, or otherwise terminate our Services, as the case may be.
We have a right to charge for any work carried out in relation to obtaining information and documentation during the onboarding process (refer to the Acceptance Fee) and throughout the course of the relationship.
In the event that a relationship is terminated for any reasons in relation to the provision of information (or lack thereof), we reserve the right to insist that any funds which may be held by us at the date of such termination (after payment of any outstanding Fees, disbursements or expenses or otherwise incurred in the provision of Services) shall only be returned to an account with a regulated financial services institution held in the name of the Client or, if the Client is deceased, to his or her estate or if the Client is a trust, to an acceptable successor trustee or to the beneficiaries, as may be appropriate and at our discretion.
It is important that we are able to communicate with any Client or third party acting on behalf of the Client or Client Entity effectively and on an ongoing basis.
We will use the contact information provided by you when communicating with you, so it is important (and is your responsibility) that you keep us updated if there are any changes to your contact details so that we can continue to effectively communicate with you. We shall not be held responsible for any delay or failure in communication owing to your failure to update us of any relevant changes.
Unless we are otherwise instructed regarding a preferred method of communication, we assume that we will be entitled to communicate with you or any third person via email, telephone, mobile (including text messages or similar), letter, Sharefile or some other business communication platform that may be considered appropriate from time to time (such as Skype or Teams).
You acknowledge and agree that we shall not be obliged to follow any specific additional confidentiality requirements you may have, such as a requirement for encrypted emails, unless you formally notify us in writing of this requirement. The cost of setting up any encryption facility on our system may be added as a disbursement at our discretion.
With respect to electronic communication, you understand that it is not always secure, may contain viruses and is not necessarily reliable. You further acknowledge and agree that, to the extent permitted by any regulations / law, the risk associated with all electronic communication shall rest with you and not with Us. Without limiting the generality of the above, we shall not be liable for any delay, misdirection, interception, corruption, loss or failure, or for any authorised redirection, copying or reading, of any communication sent by way of mail or electronic platform.
With regards to Sharefile, we reserve the right to communicate with you through Sharefile in respect of any matter involving the Client or Client Entity or to give any notice in accordance with these Terms. To the extent that any document or file has been uploaded to Sharefile; and you have been provided with access to the location where such document or file has been uploaded, you shall be deemed to be in receipt of such document or file and be aware of the content of such document or file.
The Client and / or Client Entity will be assigned an administrator and client relationship director who will have primary responsibility for the relationship and will be the main point of contact (“Client Contact”). Should there be any change in your Client Contact, you will be notified accordingly. Notwithstanding the designation of a Client Contact, we reserve the right to entrust any work to another of our employees in order to ensure that it is dealt with more expertly, efficiently or economically or as a result of our business requirements or staff absences.
We are hereby authorised to take instructions, requests for action, directions or recommendations (“requests”) from the Client or any person whom we reasonably believe has been authorised by the Client to give requests. For the avoidance of doubt, we will consider a person to be authorised to act for and on behalf of the Client or Client Entity if (a) they have been expressly authorised by the Client to do so, or (b) the actions and behaviors of the Client are such that we can reasonably conclude that a person has been authorised to act for and on behalf of the Client or Client Entity.
Where we have been informed or reasonably believe that a third party may provide us with requests, we will (unless expressly advised otherwise) accept requests from the third party and will do so on the premise that we will bear no responsibility for any requests given to us by that third party in error or without the required authority.
Where the Client is more than one person, each person hereby appoints and authorises the other person(s) to represent the Client and / or Client Entity alone and to provide us with requests and to exercise full power and authority in connection with the Services. For the avoidance of doubt, we will be entitled to act on the requests of any Client (or person acting on behalf of the Client) acting alone without enquiring as to that person’s authority so to act.
Any requests may be made by (or on behalf of) the Client and / or Client Entity in writing to your Client Contact, although requests given by or on behalf of a Client and / or Client Entity may be received and accepted by any of us. It is the responsibility of the Client (or the person acting on behalf of the Client) to ensure that we receive clear, timely and accurate requests and to provide us with all relevant information and / or documentation that we may require in order to act on the requests. Where requests have been received orally, we may insist that they be placed in writing before we are willing to consider them. Where we set out our understanding of the requests, the Client (or any person acting on behalf of the Client) should notify us immediately if our understanding is incorrect.
Notwithstanding that we are authorised to act on any requests received from the Client or any person we reasonably believe has been authorised by the Client to do so, we are not obligated to act on those requests, and this remains within our absolute and sole discretion.
We are also not required to follow requests which may be contrary to any regulations, acceptable ethical standards or regulatory practices or what we reasonably consider inadvisable.
If we have any concerns in relation to any requests (whether they are not in writing, or are vague, confusing or contradictory to other requests or other reason), we reserve the right to refuse to act on such requests until we have received the necessary clarity, comfort or resolution to proceed. Further to the above, any requests may require compliance with various internal processes which the Client or person acting on behalf of the Client may be required to abide by.
We shall not be liable, and you hereby agree to indemnify us, for any actual or consequential loss or damage or costs or expenses incurred as a result of incomplete, ambiguous, erroneous or inaccurate requests or as a result of any refusal or delay to act on any such requests or due to any factor beyond our control.
When we are engaged to provide Services, this is done on the understanding that we are fully authorised to take or procure the taking of such steps or advice (professional or otherwise) that we in our sole and absolute discretion think is necessary or desirable in order to further the business, protect the assets and / or preserve the good standing of a Client and / or Client Entity and to do so at the expense of the Client or Client Entity.
Where a third party is engaged, we do not warrant the quality of their services and / or the appropriateness of their advice and shall not be responsible for any act, omission, error or otherwise by them, and shall accept no liability arising from complying with or acting on any advice or recommendations received. Any such steps and the cost of the advice obtained and acted upon shall be at the expense of the Client and / or Client Entity. Save as may be required in law, there shall be no obligation on us to accept or act on any such advice.
Should we take any steps or act upon advice received from a third party, you fully indemnify us against any loss (actual or consequential) that may arise from doing so.
We do not provide advice on any taxation issues relating to any matters under Guernsey law or otherwise. Furthermore, we do not advise on any legal or regulatory issues, and nor do we provide investment advice. It is therefore your responsibility to ensure that you understand and are fully aware of the tax or legal implications or consequences in Guernsey or elsewhere and that you comply with any such obligations arising therefrom. For the avoidance of doubt, these Terms do not in any way constitute any professional advice (such as legal, investment or tax advice) and you agree that we are not to be held to have provided any such advice under any circumstances.
You hereby confirm that you have taken the necessary legal, tax or investment advice prior to entering the Written Engagement and that the advice and any related implications are understood by you. You further acknowledge that it is your responsibility to review your position and that of the Client Entity on an ongoing basis, and you undertake to get any additional professional advice as and when necessary to do so. We may request to be provided with a copy of any tax, legal, regulatory or investment advice received by you in respect of any matter and / or investment as the case may be and you agree to provide that where it has been obtained.
Where we are asked by you to rely on any advice obtained by you and we do so, we accept no liability arising from complying with or relying on any such actions or advice. Save as may be required in law, there shall be no obligation on us to take or act on any such advice generally, and in particular where to do so would potentially result in a breach by us of any applicable legal, tax or regulatory requirements.
Where we are asked or otherwise feel it is necessary to procure any legal, tax or investment advice, we will do so in accordance with our authority to act and will engage any such professionals at cost to the Client and / or Client Entity and will be entitled to settle any such costs as contemplated in these Terms.
The standard fees that we charge in relation to our Services are set out in the Scale of Fees published by us from time to time and which provide for certain minimum fees and varying charge out rates depending on the nature of the work and the level of the person undertaking such work (“Scale of Fees”). The Scale of Fees will be made available to the Instructing Client prior to entering into a Written Engagement or otherwise on request by the Client. We reserve the right to review and alter the fees set out in the Scale of Fees from time to time without first requiring consent from the Client or Client Entity to do so. We will however notify the Client in writing of any changes before those changes take effect or promptly after such change. The extent of the fees will be based on a number of factors, including the time spent working on the matter, the complexity or level of expertise required, the volume of information or documentation requiring review or processing, the importance or urgency of the matter or otherwise.
In certain circumstances we may agree, in the Written Engagement or otherwise in writing, to provide Services at a non-standard rate (“Non-Standard Fee”) or at a set fixed fee rate (“Fixed Fee”). In agreeing such an arrangement, we will rely on the information provided by you in respect of scope, complexity, and activity. Where work is undertaken by us that is within scope of the Non- Standard Fee or Fixed Fee arrangement but exceeds our understanding of the complexity or activity to administer the account effectively, we reserve the right to charge for the excess work performed and to renegotiate the fee arrangement in place. Where work undertaken by us is outside the scope of the Non-Standard Fee or Fixed Fee arrangement, we reserve the right to charge for the work falling outside of scope in accordance with our Scale of Fees and, if necessary, we will be entitled to renegotiate the fee arrangement in place so as to cater for such additional work if it is anticipated to be regular and ongoing.
When taking on a Client and / or Client Entity, we are legally obligated to undertake customer due diligence prior to entering into any relationship and we will charge for the time and resources expended during the onboarding process (“Acceptance Fee”). The Acceptance Fee varies depending on the nature and the complexity of the work carried out, and unless otherwise agreed, will be determined on a time-spent basis in accordance with our published Scale of Fees at the time, but with a minimum fee as set out in that document. The Acceptance fee will be payable even if the onboarding process is not completed successfully and / or if instructions are withdrawn.
When a relationship is terminated, we will charge for all work carried out by us or costs incurred to terminate the relationship (“Termination Fees”). The cost of the Termination Fees varies depending on the complexity of the work carried out and, unless otherwise agreed, will be charged on a time-spent basis and in accordance with our Scale of Fees, but with a minimum fee as set out in that document.
Unless the context otherwise dictates, reference to the Scale of Fees, Non-Standard Fee or Fixed Fee, including reference to Acceptance Fees and Termination Fees shall collectively be referred to as “Fees”.
All Fees, disbursements and expenses stated are exclusive of any taxes or duties and the Client or Client Entity will be responsible for same, whether they be due to us or to an appropriate authority or third party.
It should be noted that where an estimate of Fees is requested and given, it is only an indication of the amount anticipated as being the likely charge and shall not be regarded as an agreed fee for the work or transaction.
We reserve the right to charge an increment to the Fees to allow for any circumstances where the provision of Services is complex, urgent, unusually important or requiring exceptional attendance, involving high monetary values or otherwise outside of the scope of what is ordinarily required or anticipated in providing our Services. This applies even in circumstances where the Fee has been
agreed. Wherever possible such increments will be agreed in advance with the Client or Client Entity involved.
We do not provide any Services on a contingency basis. Where Fees have been paid annually in advance, in the event of termination of the Services for any reason prior to the end of the year to which such payment relates, and irrespective of the Services that have actually been provided during that period, such Fees shall not be refunded in whole or in part, unless we expressly agree otherwise.
We believe that Fees for the Services should be fair and reasonable having regard to all of the circumstances of the Client and Client Entity. We value being transparent, and the Client may at any time enquire about the Fees incurred as at the date of the enquiry, and we shall provide this information to the Client promptly.
In addition to the Fees, the Client and / or Client Entity will be responsible for the costs of any disbursements, costs or other expenses that may reasonably be incurred (or paid) for or on behalf of the Client or Client Entity. These include, but are not limited to third party professional fees (for example lawyers and tax advisors), regulatory or other charges, filing fees, court fees, registration fees, Greffe fees, document taxes, courier fees, stamp duties, search fees (including searches of company registers and onboarding searches and screening prior to entering into an agreement with the Client or Client Entity), travelling expenses, sundries (post, telephone, fax) or other disbursement or expenses incurred by or on behalf of the Client or Client Entity (“Disbursement and Expenses”).
We may require funds in advance before we incur the costs of any disbursements or expenses. If, however, we have not received funds in advance and we incur any disbursement and / or expense on behalf of the Client or Client Entity, we may send a separate invoice in relation to that disbursement or expense, or otherwise include these in our next interim or final invoice. Alternatively, we may request that the disbursement and / or expense be paid by the Client / Client Entity directly. For the avoidance of doubt, all monies disbursed by us on behalf of the Client or Client Entity will be recoverable in full by us in line with our Scale of Fees.
Without limiting the generality of the above, annual validation / annual filing fees may be raised in advance of the date of filing. Any funds received in advance may be held in Invicta’s Client Bank Account in line with our policy in relation to the handling of Client Money and Accounts as set out hereunder.
The fees of any professional advisers or agents (for example accountants, lawyers, consultants, agents etc) instructed by us on your behalf or on behalf of a Client or Client Entity to which the Services relate may either be included as disbursements in our invoice to you but, if not, will require you to settle such fees directly with the relevant professional adviser or agent.
Disbursements or expenses incurred in a currency other than Pound Sterling shall be raised in Pound Sterling at a reasonable rate as at the date the disbursements or expense is incurred.
Any money held or received on behalf of a Client or Client Entity or controlled by us in the course of providing our Services to a Client or Client Entity, is considered to be client money (“Client Money”). Subject to exceptions specified in terms of pooled accounts (as set out below), we take all requisite measures to ensure that Client Money is held in a bank account separately from our own money and separately from another client’s money.
As a general rule, we will assist Client Entities in setting up bank accounts that are specifically set up under the name of the Client Entity to hold Client Money (“Client Entity Bank Accounts”). It is our preference that all Client Entities have a Client Entity Bank Account over which we have control of day-to-day transactions. Under normal circumstances, the signatories will be the authorised signatories of Invicta. Interest received (if any) or any bank charges incurred will be in accordance with the rates negotiated with the relevant Bank and shall be applied to the relevant Client Entity.
Until such time as a Client Entity Bank Account is opened for a Client Entity, any Client Money paid to us in connection with that Client Entity may be paid into and held in a bank account that is in the name of Invicta (“Invicta Client Bank Account”). As a result, there may be certain circumstances where it is beneficial for a Client or Client Entity to utilise Invicta’s Client Bank Account. In each case, this is the exception rather than the norm, and we reserve the right to refuse the use of Invicta’s Client Bank Accounts. In any event, all approvals to utilise Invicta’s Client Bank Accounts are subject to appropriate banking approvals prior to acceptance of Client Money.
In circumstances where Client Money is held in Invicta’s Client Bank Account, the Client Money will be held separately from our own money and separately from any other client’s money. Client Money within Invicta’s Client Bank Accounts are held on behalf of the Client / Client Entity. Invicta’s Client Bank Accounts only hold Client Money and neither Invicta or any other third party have any legal claim over the Client Money within.
It should be noted that the titles of Invicta’s Client Bank Accounts are sufficiently distinguished from any other account containing money that belongs to us and we have received (or will receive) written confirmation from the relevant Bank where Invicta’s Client Bank Accounts are held that the Bank is not entitled to combine the Invicta Client Bank Account and the Client Money held within it as a means to set-off or counterclaim against any debt or obligation that may be due and owing by us. The circumstances under which Client Money may be held in a pooled account (“Invicta Pooled Client Bank Accounts”) are limited in law to operational efficacy, cash management or otherwise in exceptional circumstances (with such exceptional circumstances requiring us to inform the GFSC).
Your attention is drawn to the fact that in certain limited circumstances we may make use of an Invicta Pooled Client Bank Account for the purpose of operational efficacy, including but not limited to, the collection of annual validation and annual filing fees which we tend to raise in advance of the date of filing in order that they can be paid on to the relevant authority / third party in a timely manner. When using a Invicta Pooled Client Bank Account your Client Money will not be segregated from that of other clients, but the Client Money belonging to each Client Entity will be clearly distinguishable within the client account ledgers.
You hereby acknowledge that you understand the circumstances where an Invicta Pooled Client Bank Account may be utilised by us, and by engaging us to provide Services, you clearly and specifically agree to the use of an Invicta Pooled Client Bank Account should we believe circumstances warrant it. You accept that if you disagree you are required to give us specific written instructions not to use it. We specifically draw your attention to the section in these Terms regarding the settlement of outstanding Fees from Client Money. To the extent that interest and / or bank charges are attributable to Client Money held in an Invicta Client Bank Account or an Invicta Pooled Client Bank Account, such interest and / or charges will be allocated to and / or deducted from the balance held on the Client Money or otherwise raised as a disbursement for which we are entitled to be reimbursed.
We give no warranty whatsoever in respect of any bank selected for any Client or Client Entity in relation to the standing of or creditworthiness or suitability of that bank, and we do not take responsibility as to the performance of whichever bank holds Client Money and we take no responsibility or accept any liability for loss or damage arising from the failure of the bank or any third party to honour any request to make payments or withdraw sums from the relevant account for any reason whatsoever or howsoever arising.
The Client Entity must at all times be solvent to allow for the payment of any liabilities as and when they fall due. To ensure solvency, and unless otherwise agreed in writing, we expect the balance of Client Entity Bank Accounts to equal a minimum of £5,000 (or currency equivalent) or such larger amount as we may determine. Should the balance fall below that amount, you agree as soon as reasonably practicable following a request from us, to pay to such Client Entity Bank Account an amount equal to the shortfall.
Notwithstanding any other rights or remedies contained herein or otherwise in law, where the Client Entity does not hold sufficient funds and is unable to pay some or all of its liabilities as and when they fall due, including fees, the Client acknowledges and accepts that we may raise, or procure the raising of, any required funds by selling any assets held by the Client Entity or by obtaining loans secured against such assets.
We may render interim invoices for work done and disbursements, costs and expenses incurred as and when we regard it as appropriate to do so.
Fees for certain services are subject to an annual minimum payable in advance. Should the total work necessary in any calendar year exceed any advance billing, we reserve the right to invoice additional Fees in arrears and will normally do so on a quarterly basis
Unless otherwise agreed by us, our Fees, and any disbursements and expenses shall be invoiced in Pound Sterling.
All invoices are issued exclusive of any applicable tax and are payable within 5 days of receipt. Payment must be made in full and without any deduction or set-off or counterclaims.
The Client acknowledges and accepts that it has a primary obligation to settle any invoiced amounts, and unless otherwise agreed, where an invoice may be issued in the name of a Client Entity, we may, at our absolute discretion, either:
If, prior to the lapse of the 5-day period, we are informed of a dispute in relation to any part of the invoiced amount, we will not exercise our right to apply cash held by the Client Entity in relation to the disputed amount, although however retaining our right to do so in relation to any undisputed amount.
Interest at a rate of 2.5% per calendar month may be charged at our discretion, on unpaid invoices over 30 days old with such interest compounding on a monthly basis.
Any funds received to settle any outstanding invoices will, at our discretion, be applied in date order.
Where our invoices remain unpaid for 30 days, we may decline / cease to act any further until the full amount due has been settled or otherwise we may terminate our contract with you.
If any payment is not made by the due date we reserve the right, in addition to any other rights or remedies available to us, to exercise a lien over your files, deeds, documents, electronic records, money and other items until our invoices are paid in full. This means that no documents or files or otherwise as the case may be, will be released until all amount owing are settled.
Copies of all invoices shall normally be supplied to you through our Sharefile Portal but we reserve the right not to do so where we reasonably determine, as a result of either written instruction from you, an authorised person or your conduct, that we should not do so. Examples of circumstances where we may decide to do this is where we liaise primarily with your appointed adviser or that it is not safe to send an invoice to you due to concerns around data security.
Should you have any queries regarding your account once an invoice has been rendered for payment, you should discuss this further with your Client Contact.
The Client and / or Client Entity’s liability for any invoiced amounts or other external expenses connected to the Client or Client Entity commences from the moment that we are instructed to provide Services and covers any initial or subsequent work carried out for and on behalf of the Client and / or Client Entity.
Notwithstanding anything else in these Terms, the Client acknowledges and accepts that any request made by us to the Client or Client Entity in accordance with payment shall create a primary obligation on the Client to satisfy the relevant invoice in accordance with its terms. To the extent the Client Entity does not have sufficient funds to settle any outstanding invoice, the Client will be responsible for the payment thereof. Where the Client comprises more than one person, they shall have joint and several liability.
In circumstances where we have agreed to invoice or send the invoice to a third party or we have accepted that a third party has agreed to pay (whether in full or in part) the Fees, disbursements and expenses, or we have accepted that the Client is insured, it shall not be construed as a waiver of the client’s primary responsibility to settle our Fees, disbursements and expenses.
Without limiting any of our rights or remedies in law, we reserve the right to take the following steps to settle any invoiced amounts:
We will be entitled to recover on a full indemnity basis, any costs incurred by us in collecting overdue amounts, including court costs and all the costs of any agents or other professional advisers that we may appoint to collect such amounts.
We are committed to providing you with excellent and professional Services. If, however, you are dissatisfied with the service that you are receiving, you should, in the first instance, contact the Client Contact responsible for the matter or otherwise any director. It is recommended that you put your complaint in writing and that you clearly set out the nature of the complaint providing as much detail and supporting evidence as possible. If the issue cannot be resolved informally, the complaint will follow our complaints handling procedure and be formally investigated.
A copy of our Complaints Handling Policy can be made available on request. But by way of summary, we will receive, review and respond to your issue within 3 business days of receiving it and thereafter take all measures to resolve the issue (either informally or formally as determined by the nature of the issue) within 15 business days of becoming aware of the issue or following escalation to formal resolution. If the complaint is escalated to formal resolution, it will be formally investigated, and you will be notified of the findings. If the complaint is considered to be a significant complaint or if the complaint remains unresolved for longer than 3 months, we are obligated to inform the GFSC (our regulator) of the complaint. All expressions of dissatisfaction considered to be a complaint will be recorded on our complaints register.
In the event that your complaint is not resolved to your satisfaction, you may (in certain limited cases) contact the Channel Islands Financial Ombudsman (“CIFO”), though please note that most fiduciary activities are outside their remit. Further information on CIFO, including contact details, can be found at https://www.ci-fo.org/.
If you have a complaint that has already been raised with us and is unresolved and is outside the scope of the CIFO, then the GFSC provides alternative options to consider, including contacting the local mediation group at www.mediationguernsey.com or otherwise seeking legal recourse.
Every client also has the right to report the complaint to the GFSC if you believe it should be brought to their attention. However, while the GFSC is able to investigate complaints, they are only able to do so in the context of whether they reveal matters of concern to the GFSC as an authorising and supervisory body. The GFSC cannot adjudicate or decide on whether you should be compensated or otherwise, and this is something that would be for CIFO or the law courts to do. To the extent that you wish to complain to the GFSC, please visit: https://www.gfsc.gg/consumers/complaints/how-make-complaint.
You can contact us to notify us of any issues as follows:
In writing: Invicta Wealth Solutions, Connaught House, St Julian’s Avenue, St Peter Port, Guernsey,
Channel Islands, GY1 1GZ
By phone: +44 (0) 01481 713667
By email: to the Client Contact (administrator or Client Relationship Director assigned to your matter), a director or otherwise to enquiries@invictawealthsolutions.com.
Subject to that which is set out hereunder, the Client may terminate a contract with us at any time by giving us at least 60 days’ notice in writing (although we may agree a shorter notice period in writing).
We may also terminate our contract with the Client at any time by giving 30 days’ notice in writing, or such shorter period as the circumstances may necessitate. We reserve the right to terminate the relationship immediately and without notice in the following circumstances:
to act, including where a conflict cannot be appropriately managed;
Where we cease to act for the Client or Client Entity (regardless of who terminates the contract), we shall be entitled to recover all Fees, disbursements and expenses chargeable up to and subsequent to the date of such termination (including the Termination Fees and any Fees, disbursements and expenses reasonably or legally incurred in connection with the termination and / or the transferring of relevant files to another service provider). We shall bear no liability or responsibility whatsoever for the consequences of such termination and accordingly (without limiting the generality) we will not be responsible for ensuring the continuity of service by another service provider (if applicable).
Any Fees charged in advance will not be refundable, unless otherwise agreed in writing.
In the event of termination, we may make such retentions and require such indemnities or other reasonable security as we may require in respect of any actual or contingent liabilities.
Our engagement with you is not exclusive and we reserve the right to provide Services to any other client at our discretion, including any competitors.
We provide a wide range of services to many clients from different jurisdictions. As such there may be a circumstance where we are providing a service to another client which you may regard as a conflict of interest. While we have established procedures to identify conflicts of interest, we cannot guarantee that all conflicts which exist or may develop will be picked up and we require that the Client immediately notify us in writing as and when they become aware of any potential conflict.
If we become aware or are notified of a possible conflict of interest between your interests and the interests of another client, you and any other affected party will be notified. We will discuss the position with you and determine the appropriate way forward, including if possible, putting procedures in place to ensure confidentiality and independence of advice and otherwise manage the conflict appropriately.
Where we accept that there is a conflict of interest involved, we have the discretion (subject to the applicable rules of professional conduct), and with the consent of any relevant parties, to continue to act for all parties. We however reserve the right to terminate one or more relationships involved in the conflict of interest should we feel it is necessary to do so and shall not be liable for any losses caused as a result of such decision.
We shall use our reasonable endeavours and exercise due care in carrying out our Services and duties to the Client and / or Client Entity.
In consideration of us providing the Services, the Client together with any Client Entity (where applicable and appropriate) undertakes (jointly and severally) at all times, to hold us harmless and to fully indemnify us, to the greatest extent permitted by law against all loss, costs, expenses, damages, actions, suits, claims, demands, liabilities, proceedings or otherwise (herein collectively referred to as “losses”) arising directly or indirectly in connection with our Services, and whether related to any act, omission, error, statement or delay made either by us or any third person (delegates, service provides or agents who we may delegate any functions). The aforesaid indemnity does not exclude us from any liability for fraud or fraudulent misrepresentation or any other liability that cannot lawfully be limited or excluded.
Subject to the above, in circumstances where the Client or any person has suffered losses that have arisen from or in connection with our Services and for which we are determined to be liable, you accept and agree that the potential total aggregate liability whether in contract or tort (including negligence) or under statute or otherwise, for any losses (including direct loss and indirect or consequential loss and including loss of business or profits) suffered by the Client, Client Entity and or any other person, shall be limited as set out hereunder.
Where the Client and / or Client Entity suffers any losses for which we are jointly and severally liable with any other party (or parties, which may include the Client and / or Client Entity), our liability for that loss (and the amount that you may recover from us) will be limited to a just and equitable proportion of the extent of our responsibility for such loss, as agreed between all of the parties, or in the absence of any such agreement, as finally determined by a court of competent jurisdiction).
If as a result of any exclusion of liability agreed by the Client with any other party, the amount which we are able to claim as a contribution from such other party is reduced, our liability to the Client in respect of any losses shall be reduced by the amount of such reductions.
In any event, and regardless of any losses that we are determined to be liable for (whether in whole or in proportion)our liability shall be limited to and will not exceed two times the amount of the annual Fees paid over the preceding 12 months in relation to the Services from which the liability arises, or the minimum amount of insurance coverage required to be held by us in terms of the law, whichever is the lesser.
You agree that any claim made by you will be made against Invicta Wealth Solutions Limited and that under no circumstances whatsoever will you be allowed to bring a claim (whether in contract or tort or otherwise) against any individual employees, directors, consultants or underlying company. We enter into these Terms for Invicta and as an agent and trustee for each employee and we have an absolute discretion as to the enforcement of this clause on behalf of our employees.
Any claim made against us in connection with our Services must be made within 3 years of the date on which the work giving rise to the claim was performed or omitted to be performed or otherwise no later than 3 years of the date of termination, whichever is the earlier.
The provisions of this Clause are without prejudice to any other limitation of liability or indemnity given in favour of us, and shall remain in full force and effect notwithstanding the termination of the Services or these Terms.
Confidentiality
We are committed to ensuring that any data that we may have obtained in connection with providing our Services is kept confidential and protected in accordance with applicable data protection legislation.
We will not divulge or use for our own benefit any confidential information which we may obtain in relation to your affairs, except where:
With respect to any personal information, including personal information of a sensitive nature, we are bound by the Data Protection (Bailiwick of Guernsey) Law, 2007 and the general data protection legislation in relation to how we are required to handle it. Your attention is drawn to our Privacy Notice, which explains how we collect, process and use personal information about you. The Privacy Notice is published and available on our website at https://invictawealthsolutions.com/privacy-notice/ or otherwise can be made available on request.
We are legally required to retain all relevant documentation and information that has come into our existence during the course of providing Services for a minimum period of time. We will therefore retain all relevant information and documentation for 7 years from the date of our final invoice, or for such longer period as the laws may dictate from time to time.
During this period, we reserve the right, but have no obligation, to make electronic copies of any such documents, correspondence, memoranda and notes and, save for original signed documents, we reserve the right to destroy hard copies and store the remainder for filing electronically.
If you request the return of your file or its transfer to a third party, then we will be required to retain a copy of your file to ensure our compliance with the relevant laws and will be entitled to charge for the time and costs associated with making any such copies. Where, in course of providing Services, we have created internal memoranda, attendance notes, reports and any other documents concerning a Client or Client Entity, such documents shall belong to us and we shall not be obligated to hand over the originals or any copies thereof, unless otherwise directed by the court or some other competent authority or unless their provision is necessary for us to lawfully respond to an individual subject data access request for personal information.
After the period of continued retention (whether in electronic form or otherwise) of such documents, correspondence, memoranda and notes we have the right to destroy all such files unless you have requested in writing to the contrary. In accepting these Terms you consent to the destruction of such files.
Should we be requested to retain any information and / or documentation beyond that which is legally required or otherwise stated in our policy or, should we need to retrieve files from storage, either in relation to new instructions to act for you (where the archived files are relevant) or where we have been asked us to retrieve specific documents or papers, we reserve the right to charge for doing so.
Subject to our Privacy Policy and any proprietary or other rights by virtue of any regulatory requirements or laws that a Client or Client Entity may have regarding information or data supplied to us in connection with the performance of Services, all correspondence, files and other records and all information and data held by us on any computer system is the sole property of Invicta for its sole use and neither the Managed Entity nor any client will have the right of access or control in relation to the same.
Our website (invictawealthsolutions.com) and all material contained in it, provides general information only. None of its content constitutes legal or professional advice, and it should not be relied upon as such. We do not accept responsibility for any loss which may arise from reliance on information contained in this website. We do not guarantee that documents or files within this website are virus-free.
Invicta has tried to ensure that the contents and information it provides on its website is accurate at the time of posting. Unfortunately, it cannot guarantee the accuracy of contents or information contained in its pages and any person using information contained in them does so entirely at their own risk. We reserve the right to make changes without notice. All text, images and other content on this website is copyright of Invicta unless explicitly stated otherwise. It may not be downloaded or copied without first obtaining our express permission in writing. Invicta is not responsible for the contents, nor does it warrant the accuracy or reliability of any linked website. Invicta, to the extent permissible by law, excludes all liability which may arise from your use or reliance on the information or contents contained in the linked site. All trademarks on this site remain the property of their respective owners and are used for identification purposes only. Although care is taken to check and test material at all stages of production, we cannot accept any responsibility for any loss, disruption or damage to your data or your computer system which may occur whilst using material derived from this website.
Generally, we do not receive or retain any retrocessions, commissions, payments, benefit or profit for our own use. In exceptional circumstances, we may receive and retain underlying trail fees in lieu of charges for services. Where this is the case, the basis of the fee calculation and the monetary amount will be advised annually.
It is not intended that any third party derive any benefit or rights under these Terms or under any Written Engagement or otherwise. Except as expressly provided herein, these Terms will not create or give rise to any rights to any third party and no third party shall have the right to enforce or rely on any provision of these Terms.
The Client or Client Entity may not assign or transfer any of its rights or obligations under these Terms without our prior written consent.
Further to the above, the Client or any person connected to the Client Entity may not sell, transfer, assign, charge, pledge, hypothecate or otherwise encumber any Client Entity’s shares or any of the Client's capital in or beneficial interests in or rights against any Client Entity without our prior knowledge and written consent (which consent shall not be unreasonably withheld)
We reserve the right to assign, transfer or sub-contract the whole or any part of our rights and benefits arising from these Terms or arising from the Written Engagement or any such other written agreement. Where we determine to do so, we may disclose information about the Client and the Client Entity to any assignee or transferee.
The Client will not in any circumstance represent itself as a representative, agent or officer of any Client Entity or enter into or purport to have the capacity to enter into, any agreements or contract on behalf of any Client Entity or bind the Client Entity in any way, unless the Client is an authorised officer of the Client Entity and is acting under appropriate authority and authorisation, or unless otherwise agreed in writing by us or the Client Entity.
Without derogating from any obligation and undertaking otherwise set out herein which, for all intents and purposes should be read as if they form part of this provision, you undertake and warrant the following:
Any notices required to be served on the Client or any person connected to the Client and / or Client Entity shall be sent in writing to the last known address of the relevant person, or alternatively and if applicable, to the registered office address which, in each case, will be deemed to be the details of the persons chosen address for the purpose of such notices.
Where any notice is delivered to any person by hand, it shall be deemed to have been received at the time of such delivery. Any notice sent by ordinary post shall be deemed to have been received within 72 hours after posting and in the case of registered post shall be deemed to have been received at the recorded time of delivery. Any notice sent by email or other electronic communication (including Sharefile), shall be deemed to have been received 24 hours after sending.
We shall not be liable for any failure or delay in the performance of any obligations herein or the provision of the Services or for loss or damage of whatever kind and wherever occurring resulting from factors over which we have no reasonable control including, but without limitation, acts of God, acts of civil or military authority or governmental acts, earthquakes, fires, storms, tempests, floods, terrorist acts, wars, civil or military disturbances, sabotage, epidemics, riots, accidents, labour disputes, strikes, industrial action, loss or malfunction of utilities, computers (hardware or software) or communication services, errors, omissions, distortions, interruptions and/or delays in transmissions or delivery of post or communications in any medium or format howsoever caused or for loss or damage of whatever kind and wherever occurring outside of its control.
No failure or delay by us in exercising any right power or privilege under these Terms or by law shall impair the same or operate as a waiver of the same
Each of the provisions contained in these Terms shall be construed as independent of every other such provision. If, at any time, any provision or any part thereof, is or becomes illegal, invalid or unenforceable in any respect under any law of any jurisdiction, such provision (or part thereof) shall (to the extent required) be removed from these Terms, but the remainder of such provision and the remaining Terms will not in any way be affected or impaired by it and will continue in full force and effect. Where any provision of these Terms would be valid and enforceable if it was amended, then in such event, the Term will be amended and shall apply and take effect as if such amendment had been made at the time of engagement
These Terms together with any Written Engagement or other written agreement, shall be governed by and construed in accordance with the laws of the Island of Guernsey, and the courts of the Island of Guernsey shall have exclusive jurisdiction regarding any dispute arising in respect thereof.
Notwithstanding the above, we reserve the right to enforce your obligation to satisfy any invoice issued in respect of a Client and / or Client Entity and as may be determined by us in any jurisdiction.