Shallon CSP
Terms and Conditions

All capitalised terms used in this introductory section are defined below.

These Terms and Conditions together with the Letter of Engagement shall apply to all Services provided by ShallonCSP (hereinafter referred to as “Shallon” or “we” or “us”) to the Customer. Where a specific Letter of Engagement has been entered into by us, it shall prevail to the extent that it contradicts or conflicts directly with these Terms and Conditions.

Each Customer to which Services are being or have been provided shall be deemed to have accepted these Terms and Conditions from and with effect from the earlier of the date upon which these Terms and Conditions are first brought to the attention of the Customer and/or the commencement of the performance by us of any of the Services.

Certain members of Shallon are regulated by applicable authorities including The Law Society of Scotland, STEP, The American Bar Association and the International Freezone Authority in the conduct of its business.

These Terms and Conditions may be varied from time to time by publishing the varied Terms and Conditions at www.shallonCSP.com. On the basis of such publication the Customer shall be deemed to have expressly agreed to such Terms and Conditions and all variations thereof. These Terms and Conditions supersede and replace all and any terms of business previously in force in relation to any of the Services.

These Terms and Conditions shall be exclusively construed in accordance with and governed by the laws of Nevis (or by the laws of any other jurisdiction in which the Services are delivered or performed, to the extent that (i) they apply to the Services and conflict with the law of Nevis or (ii) Shallon notifies the Customer in writing that such conflict exists). The Customer agrees to submit to the non-exclusive jurisdiction of the Nevis Courts (and also the Courts of any such other jurisdiction) or such other jurisdiction as Shallon notifies to the Customer in writing, in respect of all matters in connection with the Services and these Terms and Conditions.

1.        Definitions and interpretation

  1. In these Terms and Conditions, the following words and phrases shall, save where the context requires otherwise, have the following meanings:

“Customer” means any instigator, controller, beneficial owner or Settlor of a Managed Entity and/or any persons instructing any member of Shallon or for whom Services are or are to be provided and the beneficial owners, officers and employees of any such persons provided always that the “Customer” expressly excludes any Shallon Persons. The “Customer” shall include (in the case of an individual) the survivor or survivors of them and the heirs, personal representatives and hereby assigns of each of them and (in the case of a company or other body corporate) its successors and assigns;

“GDPR” shall mean the General Data Protection Regulations, which Shallon undertake to fully adhere to at all times in the processing or retention of Customer data and shall be hereinafter referred to as the Privacy Policy. In the event where Customer data is passed to a third party or connected Controller for processing, Shallon shall ensure that a Controller to Controller agreement is in place. The Shallon Privacy Policy can be viewed as amended from time to time at www.ShallonCSP.com;

“Managed Entity” means any company, foundation, partnership, trust or any other association (whether incorporated or unincorporated) or other person or entity in respect of which Services are requested by a Customer and subsequently provided. Reference in these Terms and Conditions to “Managed Entity” in the context of investment funds has the meaning given to the term by the Codes of Practice for Fund Services Business published from time to time by the Jersey Financial Services Commission;

“Proper Instructions” means any request(s) or instruction(s) which are provided in writing and are received by courier or post or by any other means of electronic transmission (including for the avoidance of doubt email and facsimile) in a manner which is acceptable to us in our sole discretion in respect of any of the matters referred to in these Terms and Conditions which are signed (or purported to be signed) or accepted by or on behalf of the Customer. In instances indicated in advance by the Customer, and agreed by Shallon, Shallon may also act pursuant to instructions by telephone and such telephonic instructions shall be deemed to be Proper Instructions. Subject to these Terms and Conditions, where Proper Instructions are given by telephone, they shall be authenticated in such manner as shall be agreed between the Customer and Shallon from time to time and written confirmation thereof shall be sent by courier, post, facsimile or email to Shallon as soon as practicable thereafter;

“Regulations” means all laws, regulations, rules, requirements, codes of practice, policies, practices and guidelines applicable to the Services in the Relevant Jurisdiction and any request or requirement of any (or any quasi) governmental, administrative, judicial or regulatory body or person;

“Relevant Jurisdiction” means Nevis and (where any or all of the Services will be performed or provided outside Nevis) such additional or substitute jurisdiction(s) notified by Shallon to the Customer in writing for this purpose;

“Shallon” means the member(s) of ShallonCSP who provide the Services or any one or more of them from time to time, ShallonCSP and its subsidiaries and affiliates (and their respective successors in title). For the avoidance of doubt Shallon FZCO and Shallon Trustees Ltd shall be included within the definition of Shallon;

“Shallon Appointees” means all persons provided by any member of Shallon (whether or not pursuant to a Written Engagement) to provide the Services including acting as a director or other officer, trustee, council member, manager, nominee, signatory or shareholder of any Managed Entity;

“Shallon Employees” means the employees, directors, officers and consultants (as appropriate) of any member of Shallon;

“Shallon Persons” means all members of Shallon, Shallon Appointees and Shallon Employees;

“Services” means the fiduciary, corporate and administration services to be provided by, or on behalf of, any member of Shallon as specified in any Written Engagement and any other services carried out or performed by any member of Shallon for or on behalf of, or in connection with (whether before or after its establishment) the management and/or administration of any Managed Entity;

“Terms and Conditions” means these terms and conditions as amended from time to time; and

“Written Engagement” means (i) any agreement in writing entered into by Shallon relating to the terms of provision of the Services (including administration, establishment, consultancy, management, nominee and custodian agreements) and/or (ii) any Letter of Engagement or otherwise (and any attachments including these Terms and Conditions) sent to the Customer which sets out the terms between Shallon and the Customer relating to the provision of Services.

  1. In these Terms and Conditions: (a) unless the context otherwise requires, the singular includes the plural and the masculine includes the feminine and the neuter and vice versa; (b) references to “Clauses” are to Clauses of these Terms and Conditions; (c) Clause headings are inserted for convenience only and shall not affect construction; (d) references to persons shall include companies or associations or bodies of persons whether corporate or unincorporated; (e) a reference to “including” or “in particular” (or any similar expression or other part of speech) shall be construed as being followed by the words “without limitation”; and (f) references to enactments are to such enactments as are from time to time modified, re-enacted or consolidated and shall include any enactment made in substitution for an enactment that is repealed.
    1. A reference to these Terms and Conditions or to any agreement or document referred to in these Terms and Conditions shall be construed as a reference to such agreement or document as amended, varied, modified, supplemented, restated, novated or replaced from time to time.

2.        Provision of service and general authority

  • Shallon will provide, or will arrange to provide, the Services.
    • Each Shallon Person is authorised by the Customer to do anything which is reasonably necessary either to perform the Services or to comply with the Regulations.
    • These Terms and Conditions are for the benefit of the Customer, each Managed Entity and the Shallon Persons. Except as expressly provided otherwise in Clause 6: (a) these Terms and Conditions shall not create or give rise to any rights to any third parties; and (b) no third party shall have any right to enforce or rely on any provision of these Terms and Conditions which confer or may confer any right or benefit on any third party, directly or indirectly, expressly or impliedly. The application of any legislation giving to or conferring on third parties contractual or other rights in connection with these Terms and Conditions shall be expressly excluded.

3.        Tax and other professional advice

  • The Customer is responsible for taking at its own expense appropriate tax, legal, financial and accounting advice with regard to the establishment, use and management of each Managed Entity. Shallon Persons do not provide direct tax, investment business, legal, financial or accounting advice.
    • It remains the ongoing responsibility of the Customer to obtain any specialist advice as may be required from time to time. This extends to all transactions undertaken by any Shallon Person on behalf of the Customer in respect of any Managed Entity. No Shallon Person shall incur any liability in connection with any specialist advice supplied to it or any reliance by any Shallon Person on any such advice and the Customer hereby fully indemnifies each Shallon Person against all liability relating to the Managed Entity.
    • Shallon shall not be under any obligation in any circumstances (unless otherwise expressly agreed with the Customer in writing) to notify the Customer of any matter (including any change in law, policy, facts or otherwise) which may affect any information, advice or opinion provided by or on behalf of the Customer to Shallon.

4.        Remuneration and expenses

  • Shallon shall be entitled to remuneration for the provision of the Services (including under Clause 18 (Termination of Services)) in accordance with the fee arrangements set out in any Written Letter of Engagement.
    • Each Shallon Person shall be entitled to be reimbursed for all disbursements and expenses reasonably incurred by it in connection with the Services to the Managed Entity.
    • In respect of foreign exchange transactions handled by Shallon, Shallon shall be entitled to apply a reasonable charge on outward payments and a service fee of up to 2.0% percent on the value of such foreign exchange transactions.
    • All invoices issued by Shallon shall be deemed irrevocably accepted by the Customer unless disputed within 7 days of an invoice date. Any objection of the Customer shall be notified in writing to Shallon in accordance with Clause 21(Notices).
    • All monies payable to Shallon in connection with the Services shall be paid within 14 days of issue of the relevant invoice and Shallon may deduct any unpaid sum payable to it in connection with the Services from the assets of the relevant Managed Entity which is under the administration of Shallon upon providing the Customer with 7 days prior notice – even where the Managed Entity requires the liquidation of illiquid assets (to the detriment of the Customer) to settle the unpaid sum.
  • The Customer undertakes to pay all fees, taxes and disbursements payable upon request by Shallon in respect of the Services under these Terms and Conditions and any Written Letter of Engagement.
    • The Customer hereby expressly waives any right which the Customer may have to (a) require that any Shallon Person shall first seek recourse against or exhaust the assets of any person (including any Customer or Managed Entity) or (b) join in, or otherwise make party, any other person (including any Customer or Managed Entity) to any claims or proceedings before pursuing the Customer under any guarantee or indemnity or other provision in these Terms and Conditions or any Written Letter of Engagement.
    • Where a Written Letter of Engagement provides for Services to be charged for at Shallon’s prevailing hourly rates (“Hourly Rates”) Shallon reserves the right to vary or increase the Hourly Rates without the prior consent of the Customer or any Managed Entity. Details of the Hourly Rates shall be made available by Shallon to the Customer on request.
    • Upon termination of all of the Services, the provisions of Clause 18 (Termination of Services) shall apply in respect of any refund of fees.

5.        Customer’s obligations and undertakings

  • To the extent that the Customer has capacity to do so, the Customer shall ensure that each Managed Entity is kept in funds sufficient to allow it to meet in full all sums payable by such Managed Entity to all Shallon Persons (including all fees, remuneration, disbursements and expenses payable by the Managed Entity under these Terms and Conditions and any Written Letter of Engagement) and for such Managed Entity to otherwise meet its liabilities as and when they become due.
    • Where the Customer is more than one person:
      • each such person hereby appoints the other such person(s) to act as his agent to exercise full power and authority in connection with the Services on his behalf; and
      • all obligations of the Customer in connection with the Services shall be joint and several.
    • The Customer hereby undertakes and warrants in relation to the Managed Entity that all assets which are or will be introduced to the Managed Entity have been lawfully introduced and are not derived from or otherwise connected with any illegal activity or subject to debt, security or legal action.
    • To the extent that the Customer has capacity to do so, the Customer hereby undertakes and agrees in relation to each Managed Entity:
      • that the Managed Entity will not or shall not be caused to be engaged or involved directly or indirectly with any unlawful activity or used for any unlawful purposes;
      • that instructions provided to Shallon Persons shall not require or involve any unlawful act or contain any falsehood and all information and documentation provided to Shallon Persons by or on behalf of the Customer or any Managed Entity will be complete, accurate and not misleading;
      • that the Managed Entity will not or shall not be caused to undertake any activities which require a licence, consent or approval in any jurisdiction without first obtaining such licence, consent or approval or which will breach any conditions contained in any such licence, consent or approval;
      • that unless authorised to do so the Managed Entity will not or shall not be caused to undertake any sensitive activities described in the policy on sensitive activities published from time to time by equivalent regulatory body in any Relevant Jurisdiction;
      • that the Managed Entity shall comply or the Customer shall procure that the Managed Entity complies with all Regulations in all Relevant Jurisdictions;
  • where the Customer is an individual to promptly upon request, for the purposes of the EU Savings Tax Directive, provide to Shallon his individual tax identification number in his country of residence or suitable alternative confirmation regarding his tax status;
    • to keep Shallon adequately informed as to all business to be transacted in the name of or for the account of each Managed Entity and ensure that each Managed Entity is run in a proper and business-like manner;
    • to ensure that all information and documentation supplied to Shallon Persons is current and accurate and the Customer shall inform Shallon as soon as practicable of any material changes to such information;
    • to promptly provide to Shallon such information and documentation as Shallon may request from time to time in order to comply with the Regulations (including ‘know your customer’ requirements), or provide the Services or otherwise in connection with the Services;
    • that as soon as practicable after becoming aware of the following matters, the Customer shall, to the extent permitted by applicable Regulations, notify Shallon of:
      • any event which in the reasonable opinion of the Customer will have a material effect on the Managed Entity, its assets or activities or upon Shallon’s willingness to continue to provide the Services (including any act or thing evidencing any of the following in respect of any Customer or Managed Entity: its insolvency, its inability to pay its debts as and when they fall due, a compromise by it with its creditors, the commencement of its liquidation, winding up or dissolution, the appointment of any administrator or receiver to it or in respect of any of its assets, or any other similar or analogous event or proceeding in any jurisdiction);
      • any actual or threatened proceedings or investigation (and any attendant publicity) of any kind in any jurisdiction which in the reasonable opinion of the Customer will have a material effect on the Managed Entity, its assets or activities or upon Shallon’s willingness to continue to provide the Services and any progress thereof, and it shall promptly provide such information as Shallon may, in its discretion, require in respect thereof;
    • where the Services include the provision of Shallon Appointees, the Customer shall not, without the prior consent of Shallon, take any action, enter into any agreement or contract, give any undertaking, make any representation or otherwise incur any liability on behalf of the Managed Entity;
    • the Customer shall notify Shallon in writing at least 30 days (or such shorter period as agreed by Shallon in writing) before (a) alienating, assigning, selling, pledging or otherwise disposing of or encumbering any part of a Managed Entity or the Customer’s interest in a Managed Entity or (b) consenting to, suffering or permitting any of those things to occur;
    • the Customer shall not (without Shallon’s written consent) use the logo, name, address, electronic mail, web-site address, telephone or facsimile numbers of any Shallon Person or allow the same to appear on or in any communication or document (including any website, notepaper, documentation, advertising material or offering) belonging to or connected with the Managed Entity other than in the ordinary course of business;
    • any actions taken or not taken by the Customer or any third party (whether empowered as an attorney, director, partner or otherwise) shall be proper and lawful and shall not prejudice any Shallon Person; and
    • the Customer will not, without the prior written consent of Shallon (which may be given by Shallon Appointees), whether directly or indirectly, solicit or attempt to solicit the employment of any Shallon Appointees or Shallon Employees involved directly or indirectly in performing the Services whilst the Services are being performed or for a period of one year following completion or termination of the Services.

6.        Instructions and actions

  • The Customer acknowledges that Shallon Persons will exercise independent discretion on any relevant matter in accordance with the Regulations and the constitutional documents of each relevant Managed Entity.
    • Subject to these Terms and Conditions, Shallon undertakes to use reasonable endeavours to deal with and act upon Proper Instructions in a reasonably timely manner.
    • Shallon may act upon Proper Instructions given or purportedly given by any person that it reasonably believes to be authorised to give such instructions on behalf of the Customer and/or a Managed Entity. Shallon is not obliged to verify the identity of any person purporting to be so authorised.
    • Shallon may refuse to take any action or Shallon may take such actions in good faith as Shallon, which in their sole discretion and in their reasonable view may prevent or mitigate a situation arising:
      • may contravene any Regulations or conflict with any fiduciary or other duty owed by any Shallon Person or any Managed Entity; or
      • may cause any Shallon Person to be liable for the payment of money or in any other way unless it is indemnified to its reasonable satisfaction in advance (including as to the sources from which such indemnification obligation will be met); or
      • could result in damage to the reputation or good standing of any Shallon Person which in said circumstances Shallon shall, to the extent permitted by applicable Regulations, inform the Customer as soon as reasonably practicable and in accordance with Clause 21 (Notices).
    • Shallon Persons may refuse to comply with any reasonable instructions provided by telephone or electronic transmission (including for the avoidance of doubt email or facsimile) which Shallon in their sole discretion, determine do not satisfy such authentication or confirmation procedures (if any) as have been notified by Shallon to the Customer or agreed by Shallon with the Customer. Shallon Persons may refuse to take any action or comply with any instructions where they have a reasonable suspicion that any communication or document is fraudulent or the person giving or purporting to give any communication is not duly authorised to provide such communication.
    • Shallon Persons may take any of the actions in Clause 6.7 in the event that:
      • any demand is made against a Managed Entity for payment of any sum due including any taxes, duties, fees or other governmental or state impositions and such payment has not yet been made; or
      • any Shallon Person requires instructions from the Customer and/or a Managed Entity and has been unable to obtain instructions within a reasonable time which it considers adequate and proper.
    • In the events described in Clause 6.6 and provided that Shallon has first provided notice to the Customer that this Clause 6.7 shall apply and the Customer has not (within the period stated in such notice) taken such action as is specified therein, any Shallon Person may:
      • take no further action on a particular matter; or
      • take no further action in relation to the Customer or any Managed Entity; or
      • utilise any assets of any Managed Entity (or any assets held by it on behalf of the Customer) in or towards the satisfaction of any such demand even where detrimental to the interests of the Customer.
    • Any Shallon Person shall not be liable in respect of or in connection with:
      • its failure to comply with any instruction or communication (including any Proper Instructions) which are not in writing or which it considers to be unclear, contradictory, incomplete, ambiguous or to contain errors; or
  • the non-receipt of any instruction or communication, written or otherwise; or
    • the lack of authority of any person purportedly giving instructions on behalf of the Customer or any Managed Entity; or
    • any action or inaction (including any failure to comply with any reasonable instructions) in accordance with the provisions of these Terms and Conditions, including any of Clauses 6.4, 6.5, 6.7 and 6.10.
    • The failure to provide any authentication or confirmation notified by Shallon to the Customer or agreed by Shallon with the Customer from time to time shall not invalidate any Proper Instructions or other instructions (whether given by telephone or electronic transmission or otherwise) and Shallon Persons may act on such instructions without enquiry.
    • Shallon may take any steps which in its sole discretion it thinks fit to protect any business or assets of the Managed Entity and to engage such advisers as it considers in its discretion appropriate and any reasonable expenses incurred as a result shall be borne by the Managed Entity. Where a business or any interest therein is contained in the assets of the Customer, unless otherwise agreed in writing, Shallon Persons shall not be bound or required to interfere in its management or conduct.
    • To ensure that Shallon is able to carry out the Customer’s instructions accurately, to help Shallon to improve its service and in the interests of security, Shallon may monitor and/or record communications including telephone calls and the Customer expressly consents to such monitoring and/or recording. Shallon’s recordings shall be and remain Shallon’s sole property, but Shallon shall retain the data in accordance with the Private Policy. Notwithstanding the foregoing, Shallon shall have the authority to deliver copies or transcripts of such recordings to any person including court, tribunal, arbitrator or regulatory authority of competent jurisdiction as it sees fit.

7.        Conflicts of interest

  • If Shallon becomes aware or is notified of a material conflict of interest or duty which affects the interests of the Customer or any Managed Entity: (a) Shallon shall consider how to manage such conflict of interest to the extent it considers appropriate and in which circumstances shall notify the Customer and/or put procedures in place in relation to confidentiality and independence of advice.
    • Without prejudice to Clause 7.3 Shallon shall be entitled to (if relevant) cause any Managed Entity to engage any appropriate Shallon Person to perform Services for and on behalf of the Managed Entity on the same terms and conditions as are usual between such Shallon Person and its customers.
    • Where any benefit is directly received by Shallon (and any of its agents or delegates) in respect of:
      • any purchase or sale of investments; or
      • any Shallon Person acting in any capacity for or in connection with any company, partnership, investment fund, scheme or other entity the shares, interests, notes or units of which are comprised in the assets of any Managed Entity; or
      • any arrangement entered into on behalf of any Managed Entity; or
      • the provision of any other services to or in connection with any Managed Entity, Shallon (and any of its agents or delegates) will pay any such benefit obtained (less any agreed fees and expenses reasonably incurred in the provision of Services relating to the relevant transaction) to the relevant Managed Entity.
    • Unless otherwise agreed with the Customer in writing, no Shallon Person (or any of its agents or delegates), is precluded from acting in any transaction or for any other person, customer, company, firm or other entity with which the Customer is associated in any way.
    • No Shallon Person nor any of its agents or delegates shall be obliged to disclose to the Customer or take into consideration any fact, matter, finding or other information:
  • if this would, or might, be in breach of any duty of confidence to any other person;
    • which comes to the attention of the Shallon Person (or any of its agents or delegates), but which does not come to the actual attention of any principal contact dealing with (or for) the Customer; or
    • if such disclosure would be contrary to any applicable Regulations in a Relevant Jurisdiction.

8.        Confidentiality

  • Shallon will treat all information which the Customer provides to Shallon and which the Customer identifies as confidential (or which by its nature would reasonably be expected to be confidential) as private and confidential, and may and will only disclose such confidential information in the following circumstances:
    • where a Shallon Person is required or requested to disclose by any Court of competent jurisdiction or any competent judicial, governmental, supervisory or regulatory body;
    • where there is a duty to disclose under a legal obligation of the Managed Entity;
    • where the disclosure is necessary to perform a Shallon Person’s regulatory or legal obligations;
    • to the bankers, auditors, accountants and/or legal advisers of the Customer or any relevant Managed Entity;
    • where with the consent of the Customer, such consent not to be unreasonably withheld, a Shallon Person has entered into an administration agreement with a third party service provider or appointed an agent in connection with the Services and Shallon considers it necessary or desirable to disclose the confidential information to enable the third party service provider or agent to perform its obligations (and in this case steps will be taken to ensure that the third party service provider or agent is subject to confidentiality provisions which Shallon considers appropriate);
    • at the Customer’s request or with the Customer’s consent; or
    • in accordance with the Privacy Policy.
    • Shallon Persons may disclose information held about the Customer and any Managed Entity to other Shallon Persons and the Customer hereby provides express consent for such data to be legitimately processed in such a manner in accordance with the Privacy Policy.
    • The Customer will treat all information concerning a Shallon Person that is not in the public domain (including the customers, business, terms of business, fees, activities and other affairs of any Shallon Person) private and confidential, and may and will only disclose such confidential information in the following circumstances:
      • where the Customer is required or requested to disclose by any court of competent jurisdiction or any competent judicial, governmental, supervisory or regulatory body;
      • at Shallon’s request or with Shallon’s consent;
      • in accordance with the Privacy Policy;
    • For the avoidance of doubt, the provisions of this Clause shall remain in full force and effect notwithstanding any Termination of the Services or these Terms and Conditions ceasing to apply.

9.        Intellectual property

  • All correspondence files and records (other than statutory records) and all information and data held by any Shallon Person on any computer system is the sole property of Shallon for its sole use and neither the Customer nor any Managed Entity shall have any right of access thereto or control thereover. This clause shall not prejudice any proprietary right which the Customer and/or Managed Entity may have in respect of information or data supplied to Shallon for the performance of the Services or any right of any person pursuant to applicable laws or regulations. Such information shall be stored and processed in accordance with the Privacy Policy.

10.     Data protection

  1. The Customer expressly agrees that Shallon Persons may hold and legitimately process electronically, manually or otherwise any information (including personal data and sensitive personal data) (hereinafter referred to as “Information”) held about the Customer in order to verify the Customer’s identity, to provide the Services, to enable Shallon to carry out statistical, operational and other analysis and for business development purposes.
    1. The Customer agrees that Shallon Persons may transfer and/or grant access to Information held about the Customer and/or any Managed Entity to its approved agents and/or delegates for the purposes of such processing. The Information may also be disclosed on a confidential basis to a prospective assignee or transferee of Shallon in accordance with Clause 19 (Assignment) provided such processing or assignment is at all times in accordance with the Privacy Policy.
    1. Information may be transmitted to any country, including countries outside the European Economic Area, which may not offer the same level of protection of personal data as provided by the GDPR or such other applicable data protection law in the Relevant Jurisdiction. Shallon shall ensure that the recipient of such Information enters into a Controller to Controller agreement and observes the same duties of confidentiality in relation to such Information as Shallon owes to the Customer under these Terms and Conditions. Details of relevant organisations and countries to which Information may be transferred will be provided on request.
    1. GDPR, or such other applicable data protection law in the Relevant Jurisdiction, provides individuals with the right to receive a copy of certain personal data (as defined by the applicable data protection law) held by a data controller upon written request and payment of the appropriate fee. The Customer has the right to require a data controller within Shallon to correct any inaccuracies in the personal data it holds. Details of the data controllers within Shallon are available on request.

11.     Safe custody and document retention

  1. Shallon will keep all such deeds and other documents which it considers appropriate, or where it is instructed in writing by the Customer to do so, in its safe custody facilities. These facilities are provided in accordance with a Relevant Jurisdiction’s regulatory laws and are carefully regulated, controlled and designed to limit the possibility of unauthorised access or damage by fire. Further, such documentation shall be retained subject to the Privacy Policy.

In the absence of gross negligence, Shallon accept no responsibility for any deeds or documents held in safe custody that are damaged or lost as a result of theft, fire or water damage. Shallon does not accept items of value such as bearer certificates or jewellery into its safe custody facilities.

  1. Following the termination of the Services and subject to applicable Regulations, Shallon has the right (but shall not be under an obligation) to: (a) retain for any period, deliver to the Customer or destroy at any time any originals or copies of any information or documents belonging to the Customer; and/or (b) make copies of any such information or documents (which copies shall belong to Shallon).

12.     Customer and Managed Entity money

  1. Money belonging to the Customer or any Managed Entity shall be set aside at all times from Shallon’s own funds.
    1. To the extent that tax is deducted from any amounts paid or received by a Managed Entity, Shallon may (but shall not be obliged to) account to the tax authorities for tax deducted. The Customer (including each Managed Entity) is responsible for seeking its own tax advice in this regard. Shallon have not been requested to provide any advice in this regard.
    1. On receipt of monies any Shallon Person may require that it be satisfied as to the source of these funds. Shallon shall require source of funds for all sums and assets received. If it has any doubts as to the source of fund, or assets Shallon Persons may: (a) carry out advanced due diligence to verify the source of funds

and or assets, (b) refuse to receive or to return monies; and/or (c) be bound by law to notify the relevant authorities.

  1. The Customer and each Managed Entity will not request any Shallon Person to take or refrain from taking any action whatsoever in relation to monies or assets or documents of any nature which could in the sole opinion of Shallon result in a contravention of any Regulations in force from time to time. No Shallon Person shall be responsible for complying with any reporting requirements outside of any Relevant Jurisdiction in relation to interest earned on monies held in any account of the Customer or any Managed Entity.

13.     Delegation

  1. Without prejudice to Clause 7.2, Shallon in performing its duties hereunder may with the consent of the Customer, (such consent not to be unreasonably withheld) appoint at the expense of the Managed Entity any agents or other delegates to perform in whole or in part, any of those duties.
    1. Shallon Persons shall not be liable for any loss arising from a delegation made pursuant to Clause 13.1 provided that the selection of such delegate was reasonable or made in good faith and without gross negligence.

14.     Liability and indemnification of Shallon Persons

  1. Shallon Persons shall not be liable for (and the Customer hereby provides full indemnity against, renounces all rights to and undertakes to refrain from making any claim against any Shallon Person to recover) any damage, cost, charge, expense, loss or liability which the Customer or any other person may suffer or incur by reason of or arising out of:
    1. the carrying out or default in carrying out of the Services (or of any other obligations under these Terms and Conditions or any other Written Engagement) by or on behalf of any Shallon Person except to the extent arising directly from the fraud, wilful misconduct or gross negligence of a Shallon Person;
    1. any failure or delay in the performance of its obligations in connection with the Services arising out of or in connection with circumstances beyond its reasonable control (including acts of God, civil or military disturbances, outbreaks of war, acts of terrorism, natural disaster, act of government or any other authority, accidents, labour disputes or any power, telecommunications or computer failure);
    1. the exercise by it of any right or discretion in these Terms and Conditions or any Written Letter of Engagement; or
    1. any indirect or consequential economic loss or damage whatsoever, whether or not foreseeable.
    1. Except in the case of any liability which cannot lawfully be excluded or limited or to liability arising as a result of fraud on the part of Shallon, the total collective liability of all Shallon Persons (including any agents and delegates) in connection with the Services shall be limited as follows:
      1. in respect of any annual period where the fees payable to Shallon for the Services in relation to which the cause of action relates is equal to or less than Chf100,000 per annum, liability shall be limited in aggregate to the value of those fees paid during the said annual period; and
      1. in respect of any annual period where the fees payable to Shallon for the Services in relation to which the cause of action relates exceed Chf100,000 per annum, liability shall be limited in aggregate to the value of those fees paid during the said annual period;
    1. The Customer undertakes to the greatest extent permitted by law to indemnify each Shallon Person and at all times keep each Shallon Person fully and effectively indemnified against all losses, actions, suits, proceedings, claims, demands, damages, costs and expenses (including reasonable legal and professional fees), and liabilities (or actions, investigations or other proceedings in respect thereof) whatsoever (including all such reasonable costs, charges and expenses as any Shallon Person may reasonably pay or incur in responding to or disputing any such actual or potential actions, claims or demands in or enforcing the rights of any Shallon Person) which may arise or accrue or be taken, commenced or threatened to be

commenced, made or sought from or against, or incurred by any Shallon Person in any jurisdiction (and in the case of a claim whether or not such claim is successful, compromised or settled) by any other person whatsoever (including any governmental agency or regulatory body). This indemnity is given in connection with: (a) any Managed Entity; (b) the provision of any Services by any Shallon Person; (c) any communication from the Customer or any Managed Entity; or (d) any breach by the Customer or any Managed Entity of any of its obligations under these Terms and Conditions or any Written Letter of Engagement. This indemnity shall not extend to any claims or losses to the extent attributable to the fraud, wilful default or gross negligence of a Shallon Person. If any payment is made under this Clause the Customer agrees that he shall not seek recovery of that payment from any Shallon Person at any time.

  1. The Customer’s release and undertaking and indemnity in Clauses 14.1 and 14.2 shall extend to each Shallon Person’s agents and delegates mutatis mutandis as if those agents and delegates were listed as persons to whom such release and such undertaking and indemnity were given and Shallon shall hold the benefit of such release and such undertaking and indemnity on trust for the said agents and delegates and their heirs, successors, assigns and personal representatives.
    1. The provisions of this Clause 14 are without prejudice to any other limitation of liability or indemnity in favour of any Shallon Person and shall remain in full force and effect notwithstanding the termination of all or any part of the Services or these Terms and Conditions or any Written Letter of Engagement ceasing to apply.
    1. Nothing in this clause shall restrict or limit the general obligation at law on Shallon and the Customer to mitigate loss they may suffer or incur as a result of an event that may give rise to a claim under this indemnity.

15.     Valuation and calculation

  1. Where any Shallon Person makes any calculations (including any valuation) in accordance with these Terms and Conditions, and Written Letter of Engagement or in connection with the Services or any Managed Entity:
    1. it shall be entitled at the expense of the Customer to utilise (and to rely without enquiry on) any pricing services or other services of one or more third parties to assist Shallon in the discharge of its duties; and
    1. where the Customer has notified Shallon in writing that any particular pricing service is not to be used in the calculation of the value of any particular asset, Shallon shall not utilise those services.
    1. Where Shallon is required to value any asset not listed or quoted on a recognised market, the value shall be determined by a professional person or firm nominated by the Customer as qualified to value such investments or chosen by Shallon and such professional person may be a Shallon Person or the relevant Managed Entity. If any such determination is not made by a Shallon Person, it shall be made at the expense of the Customer and Shallon Persons shall be entitled to rely upon it without enquiry. Shallon shall not be liable for any loss incurred where advice provided by any third party has been relied upon.

16.     Identity information and verification

  1. Shallon is required by law to operate anti-money laundering and other checks and procedures in respect of all aspects of the provision of the Services. The time at which such information and documentation is required and the form in which it shall be delivered to Shallon shall be determined by Shallon in its absolute discretion. If Shallon is not provided with any information and documentation it requests to enable it to meet such ongoing obligations, Shallon shall be entitled to suspend or terminate the provision of the Services with immediate effect and without liability or responsibility for any direct or indirect loss caused.
    1. By providing such information and documentation, each Managed Entity and the Customer will be taken to have expressly consented to the onward disclosure of such information to such third parties as shall in the reasonable opinion of Shallon be required in connection with the Services or necessary for the proper performance of the obligations of any Shallon Person under any applicable law or regulation, provided at all times that such disclosure or processing is in accordance with the Privacy Policy.
  1. Information and documentation provided to any Shallon Person may be subject to disclosure and production pursuant to orders of any Court of competent jurisdiction or any competent judicial, governmental or regulatory body.

17.     Written Letters of Engagement

  1. Where Shallon and the Customer enter into a Written Letter of Engagement relating to the Services which does not expressly replace the Terms and Conditions in its entirety, the terms of the Written Letter of Engagement shall prevail to the extent of any conflict between the terms of the Written Letter of Engagement and the Terms and Conditions.
    1. Where these Terms and Conditions have applied for any period and Shallon and the Customer subsequently enter into a Written Letter of Engagement which expressly replaces the Terms and Conditions in their entirety, the Terms and Conditions shall cease to apply on or from the effective date of such Written Letter of Engagement without prejudice to any accrued right or obligation of the parties.

18.     Termination of services

  1. Shallon may terminate the provision of the Services at any time in respect of any Managed Entity in any of the following circumstances:
    1. upon giving one month written notice to the Managed Entity and, where appropriate, the Customer;
    1. immediately upon written notice given to the Managed Entity and, where appropriate, the Customer if in the sole opinion of Shallon:
      1. the Customer and/or the Managed Entity is insolvent or liable to be declared insolvent or subject to a creditors’ (insolvent) winding-up or any equivalent or similar procedure in any jurisdiction; or
      1. the Customer and/or the Managed Entity is or is believed by Shallon to be in material breach of these Terms and Conditions or any Written Letter of Engagement; or
      1. there has been any change in ownership of the Managed Entity such that there shall be a new Customer in relation to the Managed Entity and no Written Letter of Engagement has been put in place between Shallon and the new Customer; or
      1. the Customer and/or the Managed Entity (or any of its officers or employees not provided by Shallon) has been charged with any criminal offence involving dishonesty or is or has been the subject of any criminal, judicial or regulatory investigation in any jurisdiction; or
      1. (in accordance with Clause 16) there has been a failure on the part of the Customer to supply such customer due diligence material (“CDD”) in relation to any Customer or the Managed Entity as shall be required by Shallon or if any such information supplied in relation to CDD is deemed by Shallon to be deliberately or recklessly false or misleading; or
      1. any of the activities of the Managed Entity are no longer consistent with the activities contemplated in any Written Letter of Engagement; or
      1. any fees, taxes and disbursements invoiced by any Shallon Person in relation to any Managed Entity have remained outstanding and unpaid in whole or in part for more than 60 days after the invoice date.
    1. In respect of a Managed Entity, the Customer or the Managed Entity (where appropriate) may terminate the appointment of Shallon in respect of the Services to such Managed Entity immediately upon written notice if Shallon is in material breach of these Terms and Conditions and any Written Letter of Engagement or otherwise on giving not less than three months’ written notice.
  1. The appointment of Shallon in respect of the Services shall terminate automatically and with immediate effect if Shallon ceases to hold any required regulatory consent or approval.
    1. Upon termination of the Services in respect of a Managed Entity for any reason, the Managed Entity and the Customer shall immediately provide details of the new service provider which shall be required in order to maintain the Managed Entity in good standing under the laws of its jurisdiction and shall provide an address to which Shallon may transfer all documents belonging to the Managed Entity.

For the purposes of this Clause, “documents”, deeds and assets means all documents, deeds and assets belonging to a Managed Entity but does not include documents, deeds or assets belonging to any Shallon Persons including Shallon’s internal communications, legally privileged communications (including advice, opinions, correspondence, emails and file notes) and documents reasonably considered to be the intellectual property of Shallon.

  1. In the event that the relevant information in relation to any new service provider is not provided to Shallon by the date on which the notice to terminate the Services takes effect, Shallon reserves the right to withdraw Services without appointment of any replacement service provider and to arrange for the resignation of any Shallon Appointees without the appointment of successors (unless any applicable laws and regulations prevent any such unilateral withdrawal). Shallon may transfer any shares or interests in any Managed Entity held by any Shallon Person or nominee into the name of the Customer or other beneficial owner nominated by the Customer in respect of such share or interest.
    1. Upon termination of the provision of Services in respect of a Managed Entity for whatever reason Shallon shall be entitled to:
      1. charge, in accordance with the usual rates for work done by Shallon Persons, for all time spent and disbursements incurred (whether before or after the termination takes effect) in connection with the transfer of administration or closure of the Managed Entity, said fees are attached on appendix A and are deemed to be accepted in full. Such fees may be amended from time to time;
      1. make such retentions and receive such indemnities as it may require in respect of any actual or contingent liability and may take such action as it deems necessary to limit such liability;
      1. retain any documents, sums or retain any assets (including assets held on behalf of the Managed Entity or to the order of the Managed Entity or on behalf of or to the order of any company or other body in common ownership with the Managed Entity or otherwise connected or affiliated to the Managed Entity in any manner) until such time as all fees, expenses, disbursements or liabilities due and payable are discharged;
      1. retain any fees paid in advance relating to a period after the termination takes effect.
      1. require that a full Discharge (including indemnity) is executed by the Managed Entity and/or Client. Shallon shall be fully entitled to withhold the granting or issuing of any documents or facilitation of distributions or other payments, where relating to transfer of agency, termination of services, closure of structure.

19.     Assignment

  1. A Shallon Person may assign or transfer the whole or any part of its rights and benefits under any Written Letter of Engagement and/or these Terms and Conditions to another Shallon Person but may only assign to an entity which is not a Shallon Person with the consent of the Customer, such consent not to be withheld unreasonably. For the purpose of any such assignment or transfer, a Shallon Person may disclose information about the Customer and any Managed Entity to any prospective assignee or transferee, provided that Shallon shall use its reasonable endeavours to procure that such prospective assignee or transferee is placed under an obligation of non-disclosure equivalent to that in Clause 8 (Confidentiality).
  1. The Customer shall not without the consent of Shallon, such consent not to be withheld unreasonably, assign or transfer all or any part of its rights, benefits and/or obligations under any Written Letter of Engagement and/or these Terms and Conditions.

20.     Severability

  • If at any time one or more of the provisions of these Terms and Conditions or any Written Engagement becomes invalid, illegal or unenforceable in any respect, that provision shall be severed from the remainder and the validity, legality and enforceability of the remaining provisions of these Terms and Conditions and the Written Engagement shall not be affected or impaired in any way.

21.     Notices

  • All notices and instructions to be given by the Customer to any Shallon Person in connection with the Services shall be given by Proper Instructions.
    • Any notice required to be given under these Terms and Conditions or any Written Engagement shall be in writing and addressed to the party concerned at such address or on such facsimile number or e-mail address from time to time notified to the other for the purpose, failing which the registered office or the last known usual address of such party.
    • For this purpose, any notice:
      • delivered personally receipt by the recipient shall be deemed to have been served at the time of such delivery;
      • sent by ordinary post shall be deemed to have been served 72 hours after posting;
      • sent by facsimile or e-mail shall be deemed to have been served at the time of despatch provided that notices received by any Shallon Person other than during normal business hours and on normal business days shall be deemed to have been served immediately upon Shallon reopening for business in the Relevant Jurisdiction; or
      • sent by commercial courier shall be deemed to have been served on the date and at the time of signature of the courier’s delivery receipt.
    • The provisions of this Clause shall not apply to the service of any document which relates to legal proceedings before a Court or tribunal.

22.     Complaints

  • In case the Customer is not satisfied with the Services provided by Shallon, Shallon has established a complaints procedure. In the first instance, the Customer should write to Shallon detailing its complaint, which will then be thoroughly investigated.
    • If after taking this action the Customer is still dissatisfied, a further complaint may be made to the applicable regulatory body in any Relevant Jurisdiction (the details of which are available on request).

APPENDIX A

Hourly Charge Rates as at February 2023

The undernoted charges shall apply to all work outside the Scope of Work detailed in the Written Letter of Engagement. The said undernoted charges shall also apply to Clause 18 herewith.

SeniorityHourly charge (USD)
Partner / Director700
Associate Director565
Manager425
Senior Administrator295
Administrator245
Junior Administrator160

APPENDIX B

Establishment Fees within an administered structure as at February 2023

Type of EntityStandard Charge (From) (USD)
Jersey / Malta / DIFC / Turks & Caicos Trust8,000
Type of EntityStandard Charge (From) (USD)
Nevis Company5’000
Malta Company5’000
BVI Company5’000
UAE Company3’000 (from)
Switzerland5’000
UK1’000
Latvia5’000

Establishment Fees include the incorporation of the entity, incorporation dues, (where appropriate) provision of Certificate of Incorporation, Bylaws, Articles. Further additions shall be subject to additional charges.

Establishment fees do not include the first-year administration and do not include accounting or audit fees, which are chargeable in addition. The first-year administration fee shall be charged pro-rata for the remainder of the calendar year at the time of establishment.

Establishment fees do not include any VISA allocations in the respective jurisdictions – which shall be chargeable in addition.

Swiss companies require to be registered with a social charges administrator, prevoyance insurer and 2nd pillar pension provider which are included within our Establishment

APPENDIX C

Annual Accounting and Audit Fees                              (FROM) (USD)

Account Preparation Fee (dormant company)800
Audit Fee1’000

APPENDIX D

Termination of Service Fees

In the event that we are either requested to or in our sole discretion consider that we are required to either retire as Trustees or CSP or to close a structure (or part of a structure), the following fees shall apply provided that we are neither required to enter into any protracted correspondence or anything untoward arising. In any of these events we shall charge additional fees based on the charges specified in Appendix A or the initial Letter of Engagement, whichever is greater.

Our minimum fee to close a basic structure comprising of a Trust/Foundation or Corporate Entity shall be USD 5’000. This fee shall increase in the event of there being underlying subsidiaries, where there are complex investments or asset structures or where protracted correspondence is required. Full discharge with indemnity is also required. Final accounts shall also be required to be prepared which are chargeable in addition. There may be disbursements which are required to be paid in order to close a company in any of the jurisdictions.

APPENDIX E

Third Party Payments, Disbursements and Loan Arrangement Fees