Terms and Conditions of Business - Updated January 2020

These Terms and Conditions will govern the basis on which we provide the Services to you and will be deemed to have been agreed by you by your acceptance of any of the Services. The provision of any Services will be made on the basis of these Terms and Conditions only, and acceptance by us of any instructions from you shall be upon such Terms and Conditions and shall override any other terms and conditions stipulated or incorporated by you in your instructions or any negotiations, unless expressly agreed in writing by us.

A copy of these Terms and Conditions shall be provided to you through your Sharefile Portal. A current copy of these Terms and Conditions will also be made available for inspection at our registered office in Guernsey during normal business hours. In addition, a current copy of these Terms and Conditions will be made available on our website at invictawealthsolutions.com.

IWS reserves the right from time to time to vary or modify these terms and conditions to such extent as it shall see fit and any such variation or modification published on its website shall constitute due notice of such variation or modification to all interested parties and such changes shall apply to the provision of any of the Services by the Service Provider on or after the date of the change.

1. Definitions and Interpretation

1.1 Definitions

In these Terms and Conditions (unless the context otherwise requires) the following words and expressions shall have the following meanings:

Associated Company means IWS’s (direct and indirect) holding companies and subsidiaries and any other company (if any) which has directly or indirectly a common shareholder with IWS

Business Day means any day on which banks are open in Guernsey (which for the avoidance of any doubt does not include any Saturday, Sunday or any bank holiday or any public holiday)

Beneficiary means where the Managed Entity is a trust, any person entitled (actually or contingently) to benefits under the trust

Client means any person or persons instructing us, where properly authorised to do so, to provide Services in relation to a Managed Entity and, in the case of an individual, includes his heirs, personal representatives and assigns and, in the case of a body corporate, includes its successors and assigns.

Client Fee Agreement means any agreement reached between IWS and you in respect of fees for Services rendered by IWS or its subsidiaries (including but not limited to a fixed fee agreement).

Client Services Agreement means any agreement which may have been entered into between us and you (or an individual or entity related to you) in respect of the Services supplied to maintain any corporate entity or trust.

Company Management Agreement means any agreement which may have been entered into between us and a Managed Entity (and/or an individual or entity related to you) where such Managed Entity is beneficially owned by you.

Data Protection Legislation means The Data Protection (Bailiwick of Guernsey) Law, 2017 as amended from time to time including any equivalent provisions in subsequently enacted legislation

Employees means all directors, officers, employees, consultants and agents of us, including all directors, officers, employees, administrators, consultants or agents of IWS or any Associated Company.

GFSC means the Guernsey Financial Services Commission.

Law means the Regulation of Fiduciaries, Administration Businesses and Company Directors, etc. (Bailiwick of Guernsey) Law, 2000 as amended from time to time including any equivalent provisions in subsequently enacted legislation

Managed Entity means any body corporate, trust, partnership, association or other person in respect of which Services are provided

Privacy Policy means IWS’s Privacy Policy as may be amended from time to time and as appended to these Terms and Conditions in its current form • Proper Instruction means instructions in respect of any of the matters referred to in this agreement, given or purported to be given to the Service Provider by:

(i) prior to the establishment of any Managed Entity, the Client, thereafter;

(ii) if a Service Provider acts as director, trustee or partner of a Managed Entity, the Client, otherwise;

(iii) any of the directors, trustees or partners of the Managed Entity; or

(iv) the secretary of the Managed Entity; or Terms and Conditions of Business 3

(v) such persons as the Managed Entity has authorised to give the particular class of instruction in question. The Managed Entity will notify the Service Provider in writing of the names and addresses of the persons authorised to give instructions. Such notice in writing will be conclusive evidence of a person’s authority to give instructions, until the Service Provider is provided with written notice to the contrary, without limitation to the means by which instructions may be given, instructions may be given by letter, fax, email or any means of electronic transmission in readable form in accordance with the Terms and Conditions

IWS means Invicta Wealth Solutions, a company with limited liability registered in Guernsey with registered number 35600 whose registered office is at Connaught House, St Julian’s Avenue, St Peter Port Guernsey GY1 3YS. IWS holds an authorised licence issued by the GFSC as a lead licensee.

IWS Client Account means an account held by IWS with a bank of IWS’s choosing for the purposes of holding client monies pending the opening of a dedicated bank account (or for any other purpose).

Service Provider means IWS or any Associated Company or any director of IWS or an Associated Company which or who is directly responsible for the provision of the Services.

Services mean all services carried out or performed for or on behalf of, in connection with (whether before or after its establishment) any Managed Entity by a Service Provider or by any employee, director or other officer of that Service Provider (including without limitation the provision of trustees, directors and shareholders and the administration of such Managed Entity or acting in a personal capacity as trustee, director or shareholder of the Managed Entity).

Sharefile Portal means the Invicta Sharefile Portal, supported by Citrix which is accessed through https://invictawealthsolutions.sharefile.com/

1.2. Interpretation

1.2.1 Headings in these Terms and Conditions are inserted for convenience only and shall be ignored in construing these Terms and Conditions.

1.2.2 Unless the context otherwise requires, words (including definitions) denoting the singular number only shall include the plural and vice versa.

1.2.3 Unless the context otherwise requires, words (including definitions) denoting the masculine gender only shall include the feminine and vice versa.

1.2.4 References to statutes and/or statutory provisions shall be construed as referring to such statutes or statutory provisions as respectively replaced, amended, extended or consolidated.

1.2.5 References in these Terms and Conditions to “you” and “yours” refer to the Client and references to “we”, “us” or “our” refer to IWS and, where the context so admits, the Service Provider responsible for the provision of the Services.

1.2.6 References to IWS or any Associated Company or the Service Provider or the Client shall include a reference to any successor company and permitted assigns.

1.2.7 The expression “person” shall be construed to include references to any person, firm, company, fee earnership, corporation or any agency of it or any other entity.

2. Services and application of these Terms and Conditions

2.1. The supply of any of the Services by us to you shall be subject to these Terms and Conditions.

2.2. To the extent that there is any contradiction between these Terms and Conditions and any terms of any other agreement or written or oral arrangement (including but not limited to any Company Management Agreement or Client Services Agreement), these Terms and Conditions shall apply.

3. Costs, Fees and Disbursements

3.1. Fees

3.1.1. We believe that fees for the Services should be fair and reasonable having regard to all the circumstances of the case. Unless a Client Fee Agreement is in place, the circumstances which may affect the level of fees include the following, the:

3.1.1.1. time spent on the matter;

3.1.1.2. level of complexity of the matter;

3.1.1.3. number and length of documents;

3.1.1.4. place and time of day at which the work was carried out;

3.1.1.5. importance and urgency of the matter to the Client; and Terms and Conditions of Business 4 3.1.1.6. any additional regulatory requirements or any additional regulatory compliance work required to be completed in connection with the relevant circumstances.

3.1.2. Time spent on a matter is recorded by all of our employees and the total time recorded will be one, but not the only, factor taken into account in assessing the level of fees to be charged.

3.1.3. A director of the Service Provider responsible for your work, or if the Service Provider is an individual, that Service Provider, will always be willing to discuss the basis for charging a particular matter at the outset, which may involve a fixed fee or be on any other basis that may be agreed. For ongoing matters, unless agreed otherwise, a fee schedule may be produced at the outset of the matter setting out the basis for charging.

3.1.4. We reserve the right to increase or decrease the fees charged from time to time without your consent or that of the Managed Entity by giving you thirty (30) days’ notice in advance of the revised charges applying.

3.1.5. 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, unless specifically confirmed in writing as such by an IWS director.

3.2. Interim Billing

3.2.1. Unless we agree to the contrary in writing, we shall render regular interim invoices at such times as may be specified in relation to your particular matter. Fees for certain services are subject to an annual minimum, which, if applicable, will be disclosed to you at the outset of any matter. Should the total work necessary in any calendar year outweigh any advance billing, we reserve the right to invoice any additional fees in arrears and will normally do so on a quarterly basis.

3.3. Client Fee Agreement

3.3.1. We may agree a fixed or non-standard fee with you in respect of the fees payable by you in consideration for the supply of our Services. The agreement of the basis for these fees will be documented in a Client Fee Agreement.

3.3.2. Save as may be set out in any Fixed Fee Agreement, the payment by you of any fixed fee shall be subject to these Terms and Conditions and we reserve the right to raise additional invoices in respect of work done outside of the scope of which may be detailed in any Fixed Fee Agreement.

3.4. Disbursements

3.4.1. Disbursements, as these are incurred, will be added to the applicable interim or final invoice rendered. Depending upon the matter in question we may request a payment on account of future costs to be incurred.

3.4.2. Disbursements may include, but are not limited to, filing fees, court fees, registration fees, Greffe fees, document taxes, courier fees and publication costs. Sundry disbursements will include post, telephone, fax and other disbursements recharged quarterly as per our scale of fees.

3.4.3. The fees of any counsel (Guernsey or otherwise) or other advisers instructed by us on your behalf or on behalf of a Managed Entity to which the Services relate may either be included as disbursements in our invoice or, if not, you will be responsible for the settlement of such fees directly with such counsel and/or advisers.

3.5. Invoices and Settlement

3.5.1. All invoices are payable upon receipt and are issued exclusive of any applicable tax. 3.5.2. Interest at a rate of 2.5% per calendar month may be charged, at our discretion, on unpaid invoices with such interest compounding on a monthly basis.

3.5.3. 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 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 you due concerns around data security

3.5.4. Notwithstanding that an invoice may be issued in the name of a Managed Entity, we may, at our absolute discretion, either:

3.5.4.1. apply cash held by any Managed Entity beneficially owned by you to satisfy such invoice (whether in whole or in part); or

3.5.4.2. request that you satisfy such invoice in full in accordance with its terms by direct payment to the IWS fee account (details of which are included on the invoice).

3.5.5. To the extent that a Managed Entity does not hold cash, we may realise any non-cash assets held by that Managed Entity in order to generate sufficient cash to settle any liability of the Managed Entity including but limited to an IWS invoice.

5 3.5.6. For the avoidance of doubt and notwithstanding anything else in these Terms and Conditions, any request made by us to you in accordance with Clause

3.5.4.2 shall create a primary obligation on you to satisfy the relevant invoice in accordance with its terms and, to the extent, you fail to satisfy such invoice, we reserve the right to enforce this obligation to pay in accordance with Clause 25.2.

3.5.7. Should you have any queries regarding your account once an invoice has been rendered for payment, you may discuss this further with an IWS director.

4. Clients’ Monies

4.1. As a general rule we will assist all Managed Entities in setting up their own bank accounts over which we will have control of day to day transactions.

4.2. Until such time as an account is opened for a Managed Entity in accordance with Clause 4.1 above, any sum paid to IWS in connection with that Managed Entity may be held in an IWS Client Account.

4.3. Unless agreed otherwise, we expect the balance of such account to be a minimum of £5,000, and should the balance fall below that amount, you agree as soon as reasonably practicable following a request from us, to pay to such account an amount equal to the shortfall.

4.4. In accordance with and at such times as may be specified in IWS’s cash management policy, interest accumulated in IWS’s client account will be allocated to money held on your or a Managed Entity’s behalf in that or any other account to the extent that the interest is in our opinion attributable to such monies.

4.5. We accept no liability as to the performance of whichever bank holds the clients’ funds including but not limited to a IWS Client Account (including, for the avoidance of doubt, any failure of the bank to honour any request to make payments or withdraw sums from the relevant account for any reason).

5. Complaints Procedure

5.1. IWS maintains a complaints procedure, full details of which are available upon request. If you have an issue which you would like us to investigate, you should contact IWS’s directors who may be contacted as follows:

In writing: Invicta Wealth Solutions, Connaught House, St Julian’s Avenue, St Peter Port, Guernsey, Channel Islands, GY1 3YS

By phone: +44 (0) 01481 713667

By email: enquiries@invictawealthsolutions.com

5.2 Every client also has the right to complain to IWS’s regulator, the GFSC, although you are encouraged to refer your complaint to IWS in the first instance. To the extent that you wish to complain to the GFSC, please visit: https://www.gfsc.gg/consumers/complaints/how-make-complaint.

6. Termination

6.1. You may terminate your instructions to us by giving us at least 60 days’ notice in writing at any time (although we may agree with you a shorter notice period) but we will be entitled to keep your papers and documents while there is money outstanding to us for our fees, charges, expenses and disbursements and, for the avoidance of doubt, the provisions of Clause 3.5 shall continue to apply.

6.2. In some circumstances we may consider that we ought to stop working for you. We will continue to act for you on a particular transaction until its conclusion unless and until:

6.2.1. you do not produce requisite due diligence material (see Clause 15);

6.2.2. it is no longer appropriate or in your best interest for us to continue to act;

6.2.3. there are fees which have been billed and which are overdue for payment; and

6.2.4. you do not provide tax advice or appropriate (in our absolute discretion) explanation of the tax rationale for that transaction.

6.3. If we cease to act for you, we shall advise you in writing and you will be responsible for all work in progress, fees and disbursements up to the date of termination and for any costs and disbursements reasonably incurred in connection with the transfer of any work to another service provider in Guernsey, or elsewhere.

6.4. 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, unless IWS expressly agree otherwise, such fees shall not be refunded in whole or in part.

6.5. In the event of termination, IWS may make such retentions and require such indemnities or other reasonable security as it may require in respect of any actual or contingent liabilities. 

7. Non Exclusivity

7.1. We reserve the right to provide Services to any other client at our discretion.

8. Conflicts of Interest

8.1. We provide a wide range of services to a large number of clients and whilst we have procedures in place to try to prevent any conflict, it is possible that a conflict of interest may arise as a result. If we become aware, or are notified of a possible conflict of interest, you and any other affected party will be notified and if possible procedures will be put in place to manage the conflict appropriately.

9. Indemnity

9.1. You undertake to the extent permissible in law at all times to hold us harmless and to indemnify us and any Associated Company and any Employee to the greatest extent permitted by law against all actions, suits, proceedings, claims, demands, costs, expenses and liabilities whatsoever which may arise from the provision of the Services by the Service Provider.

9.2. Neither IWS nor any Associated Company nor any of our Employees or Service Provider shall, to the extent permitted in law, be liable for any losses suffered or incurred by the Client, or a Managed Entity or any Beneficiary arising out of any act or omission on the part of IWS, any Associated Company or any Employees or any Service Provider in connection with its and/or their respective duties or in connection with the Services. In particular, to the extent permitted by law, neither IWS nor, any Associated Company nor any Employees or any Service Provider shall incur any liability in respect of any action taken, or thing suffered by it and/or them in good faith in reliance upon Proper Instructions or any other document or communication believed to be genuine.

9.3. You irrevocably agree and undertake to the extent permitted by law, to indemnify us, any Associated Company and any Employees or Service Provider against any losses, and to assume direct liability for any claim for losses, which may be brought against, suffered or incurred by us, any Associated Company or any Employees or Service Provider in connection with the performance or non-performance of its and/or their respective duties under this agreement. In particular, you irrevocably agree and undertake to the extent permitted by law to indemnify IWS, and Associated Company and any Employees and Service Provider against any losses (whether direct or indirect and whether or not reasonably foreseeable), and to assume direct liability for any claim for such losses, resulting from any action taken or thing suffered by it and/or them in good faith in reliance upon Proper Instructions or any other document or communication believed to be genuine.

9.4. Except in the case where a liability cannot be lawfully excluded or limited or to liability arising on the part of fraud by IWS or an Associated Company or any Employee or any Service Provider, the total collective liability of such person or persons or entity or entities (including any agents and delegates) in connection with the Services shall not extend to any damage, cost, charge, expense, loss or liability which the Client or any other person may suffer or incur by reason or arising out of any indirect or consequential economic loss or damage whatsoever, whether or not foreseeable.

9.5. The provisions of this Clause are:

9.5.1. without prejudice to any other limitation of liability or indemnity given in favour of IWS, any Associated Company or any Employee or Service Provider; and

9.5.2. shall remain in full force and effect notwithstanding the termination of the Services or the Terms and Conditions.

10. Communication

10.1. Subject to your consent or as otherwise in accordance with our Privacy Notice, we shall communicate with you by way of letter, fax, email, telephone, other electronic methods (eg Skype) or any combination of the above; when doing this, we will use the address, number or account last given to us by you in communication generally. 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.

10.2. Notwithstanding Clause

10.1, we reserve right to communicate with you through our Sharefile Portal in respect of any matter involving your Managed Entity or to give any notice given in accordance with these Terms and Conditions. To the extent that:

10.2.1. any document or file has been uploaded to our Sharefile Portal; and 10.2.2. you have 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. Terms and Conditions of Business 7

11. Storage of Client Documents

11.1. After the completion of any matter, we are entitled to retain all papers and documents which have come into existence in the course of our acting for you until all fees and disbursements have been settled in full.

11.2. Thereafter, we shall keep all documents, correspondence, memoranda and notes which have been created in the course of the instruction for such period as we consider appropriate, having regard to our Privacy Policy, any applicable regulatory or legal obligations relating to our retention of such documents and any other circumstances which we consider relevant. 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. After the period of continued retention (whether in electronic form or otherwise) of such documents, correspondence, memoranda and notes (save for original signed documents) we have the right to destroy all such files unless you have requested in writing to the contrary at, or prior to, the conclusion of any matter in question. In accepting these Terms and Conditions you consent to the destruction of such files.

11.3. 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 you have asked us to retrieve specific documents or papers, we reserve the right to charge for such services.

12. Copyright etc.

12.1. All correspondence, files and records (other than statutory corporate records) and all information and data held by us or by any Associated Company or Service Provider on any computer system is the sole property of IWS for our own use and you acknowledge that you have no right of access or control over such information.

12.2. Our website (invictawealthsolutionsk.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. IWS 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. IWS reserves the right to make changes without notice. All text, images and other content on this website is copyright of IWS unless explicitly stated otherwise. It may not be downloaded or copied without first obtaining our express permission in writing. IWS is not responsible for the contents, nor does it warrant the accuracy or reliability of any linked website. IWS, 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, IWS 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.

13. Data Protection

13.1. IWS shall process personal data in accordance with our Privacy Policy and the Data Protection Legislation.

13.2. By instructing the Service Provider, the Client agrees that IWS will as data controller hold and process, whether electronically or manually or otherwise, any information (including personal data and sensitive personal data provided with the Client’s consent) about the Client and, where relevant, for legitimate business purposes about other persons, provided to the Service Provider by the client.

13.3. The Service Provider in the course of performing the Services may provide such information relating to the Beneficiaries or the Managed Entity as it deems to be in the best interests of its Client, the Managed Entity or its Beneficiaries to third party financial institutions at which the Managed Entity maintains or opens (or wishes to maintain or open) an account and to other service providers with which the Managed Entity has (or wishes to have) a relationship in accordance with such institutions or service provider’s due diligence requirements.

13.4. IWS or any Service Provider may, subject to the requirements of the Data Protection Legislation, transfer and/or grant access to information about any Managed Entities, the Client or third parties (where that information was provided to the Client) to its agents and/or delegates for purposes connected with the administration of the Managed Entity.

13.5. IWS may be obliged to give evidence and information to courts or tax, regulatory or other authorities in connection with the Beneficiaries or any Managed Entity. Disclosure will not normally be made to third parties other than as described above unless required by law, a court order or any regulatory requirement or where failure to make such disclosure would, in the opinion of IWS, be prejudicial to IWS, its Client, the Managed Entity or its Beneficiaries.

14. Disclosure

14.1. We shall not divulge or use for our own benefit any confidential information which we may obtain in relation to your affairs, except where required in the proper discharge of our duties under these Terms and Conditions or to any person to whom it has properly delegated any of its functions to enable them to perform their duties diligently and properly.

14.2. Notwithstanding the provisions set out in the Clause above, we may disclose information which would otherwise be confidential if, and to the extent that it is:

14.2.1. required by law;

14.2.2. required or reasonably requested by any securities exchange, listing authority or regulatory or governmental body to which either party is subject or submits, wherever situated whether or not the requirement of the information has the force of law;

14.2.3. disclosed to your/our professional advisers, auditors and bankers;

14.2.4. information which has come into the public domain through no fault of either party, where such information as was in the party’s possession prior to the date it was obtained in connection with the Services rendered under these Terms and Conditions, or where such information was obtained or independently developed by the party on a non-confidential basis (as long as the party does not know or have reason to know of any breach by such source of any confidentiality obligations with respect to its method through which it was obtained); and

14.2.5. where the Client has expressly consented to us making such disclosure, or where IWS, or any Service Provider deems it to be in the best interests of the Client, the Managed Entity or its Beneficiaries, or where failure to make such disclosure would, in the opinion of IWS, or any Servicer Provider, be prejudicial to IWS or any Associated Companies or the Service Provider, the Beneficiaries, the Managed Entity or the Client.

15. Client acceptance and Client Due Diligence

15.1. IWS and each Service Provider is subject to Guernsey’s anti-money laundering legislation and legislation to counter the financing of terrorism and as such will not transact business for a Managed Entity until such time as its client acceptance procedures, as may be in force from time to time, have been completed to its satisfaction. Such client acceptance procedures may include requiring you to provide physical identity and address documents along with other information to allow us to undertake our checks and searches to comply with anti-money laundering, countering of financing of terrorism and financial crime requirements. You may also be asked to provide additional documentation to allow us to verify any information that you have supplied. 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.

15.2. IWS reserves the right to terminate the relationship (and any Administration Agreement or other agreement) between IWS or any Service Provider and any Managed Entity if its client acceptance procedures or due diligence requirements have not been completed or are not maintained to the satisfaction of IWS within a reasonable period from the date of request by IWS for any documents or information required in terms of its client acceptance and due diligence procedures.

15.3. In the event that the relationship between IWS or any Service Provider and any Managed Entity is so terminated in accordance with this clause, any funds (after the retention by IWS of our fees due or outstanding at the date thereof and all expenses and liabilities properly incurred in the provision of the Services) which may be held at the date of such termination shall be returned only to an account with a regulated financial services institution held by such institution in the name of the Client or if the Client is deceased to his or her estate or if the Managed Entity is a trust to an acceptable successor trustee or to the Beneficiaries, as appropriate and at the discretion of IWS or the Service Provider.

15.4. On receipt of any monies, from time to time, from or on behalf of any Managed Entity, IWS and the relevant Service Provider must be satisfied as to the propriety of the source of such funds and will not accept funds unless so satisfied.

16. Taxation

16.1. We do not advise on any taxation issues relating to the individual matters under Guernsey law or otherwise. Furthermore, we may request to be provided with a copy of the tax advice received by you in respect of any matter.

17. Legal or Regulatory Issues

17.1. We do not advise on any legal or regulatory issues. We may request to be provided with a copy of any legal advice or regulatory advice received by you or request that you seek such advice.

17.2. Each Service Provider reserves the right not to act in accordance with any Proper Instruction where to do so would result in a breach by IWS, an Associated Entity, Employee or a Service Provider or any Managed Entity of any applicable legal, tax or regulatory requirements.

18. Force Majeure

18.1. Neither IWS nor any Associated Company or Employee or Service Provider shall have any liability for any failure or delay in the performance of any obligations hereunder or the provision of the Services or for loss or damage of whatever kind and wherever occurring resulting from factors over which it has no 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.

19. Partial Invalidity

19.1. If, at any time, any provision of these Terms and Conditions is or becomes illegal, invalid or unenforceable in any respect under any law of any jurisdiction, neither the legality, validity or enforceability of the remaining provisions of these Terms and Conditions nor the legality, validity or enforceability of such provision under the law of any other jurisdiction shall in any way be affected or impaired by it.

20. Joint and Several Liability

20.1. Where the Client comprises more than one person:

20.1.1. 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

20.1.2. the obligations of the Client in connection with the transaction shall be joint and several.

21. Commissions etc.

21.1. Generally, neither IWS or any Associated Company or Service Provider receives or retains for its own use any retrocessions, commissions, payments, benefit or profit.

21.2. 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.

22. Intellectual Property

22.1. Subject to our Privacy Policy and any proprietary or other rights by virtue of any regulatory requirements or laws that a Managed Entity may have regarding information or data supplied to IWS or Associated Company or a Service Provider in connection with the performance of Services, all correspondence, files and other records and all information and data held by IWS or Associated Company or Service Provider on any computer system is the sole property of IWS 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.

23. Third party rights

23.1. Except as expressly provided including but not limited to as set out in Clause 3.5.6, these Terms and Conditions 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 and Conditions.

24. Professional Advice

24.1. For the avoidance of doubt, the Terms and Conditions of Business set out herein do not in any way constitute any professional advice (such as legal, investment or tax advice) and IWS and each Service Provider is not and will not provide any such advice under any circumstances. The client should seek their own independent professional advice.

25. Jurisdiction

25.1. These Terms and Conditions 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 non- exclusive jurisdiction regarding any dispute arising in respect thereof.

25.2. We reserve the right to enforce your obligation to satisfy any invoice issued in respect of a Managed Entity in any jurisdiction.