Terms and Conditions

DEFINITIONS

“Client”/“you”/”your” means the person who has requested us to provide Services, or has agreed to pay for Services or has previously remitted payment for Services (and where persons are provided Services jointly, each shall be a Client on a joint and several basis).

“Client Entity” means any company, trust, foundation, partnership or other legal entity to which we provide services for or on behalf of you or at your request.

“Group” means STM Group PLC, its subsidiary companies and their agents, successors, receivers and assigns.

“Person” shall include any individual, company or other entity incorporated or unincorporated, so far as the context admits.

“STM”/“us”/“we” means STM Fidecs Limited and all its subsidiary companies.

”Services” means any services provided by us to you or your Client Entity.

“T&Cs” means these Terms and Conditions.

Words in the singular shall include the plural and vice versa, and the masculine shall include the feminine and vice versa.

OUR SERVICES

Your specific requirements will be discussed and agreed between you and us in writing, prior to provision of Services. We reserve the right not to supply Services at our sole discretion.

Any opinions, recommendations or similar comments made by us that are not subject to a specific engagement do not constitute advice and should not be relied upon in making or refraining from making, any decision or action.

Nothing shall prevent us providing Services that are the same or similar to services provided to other clients or client entities.

DUE DILIGENCE

Prior to providing Services and from time to time, we are required by law to have certain due diligence information in place. You shall be obliged to disclose or procure the disclosure to us of any and all information that we may consider necessary or desirable so that we may meet those legal obligations. Where we, at our sole discretion acting reasonably, are not satisfied with the information provided then we will decline to supply the Services further or at all.

YOUR CONFIRMATIONS

You confirm that:
(a) all payments of funds or property to us and your Client Entity have not originated and will not originate from activities or transactions which constitute a criminal offence in Gibraltar or which, if carried out in Gibraltar would be such an offence, or comprises property, the receipt, ownership or control of which would be such an offence;

(b) you are not acting as nominee for any other person;

(c) save as previously disclosed in writing to us, neither you nor any business entity of which you have been officer, shareholder or manager have ever:
- been convicted of any offence other than a minor traffic offence;
- been adjudged bankrupt insolvent or otherwise unable to pay debts when they fall due;
- been the subject of an investigation by a governmental, professional or other regulatory or statutory body;
- made any compromise or arrangement with creditors;

(d) you are not currently the subject of legal proceedings other than those already disclosed to us in writing;

(e) all information provided to us by you is and will be accurate and any material changes thereto will promptly be reported to us;

(f) you will take all reasonable steps to provide us with information which will assist us in providing the Services.

INSTRUCTIONS/RECOMMENDATIONS/REQUESTS

We will consider instructions, recommendations or requests to be your instructions, recommendations or requests if they are from you or your authorised agent (or, in respect of your Client Entity, the authorised controller or beneficiary) or such person as we reasonably believe to be any of the aforementioned persons. We will also consider a communication by us with any such person to be a communication with you.

Where persons are provided Services jointly, the foregoing paragraph applies to each of you by default, unless and until any of you instructs us only to accept instructions, recommendations or requests from all of you. If any of the persons to whom Services are provided jointly, dies, the survivor(s) alone shall be the Client(s).

We may at our discretion accept verbal or written instructions, recommendations or requests.

All verbal or written instructions, recommendations or requests shall be confirmed by the originator in writing within two business days. In the case of a contradiction between the verbal communication and the subsequent written communication or, where no such written communication is received, we shall be entitled to rely upon the verbal communication first received and an email or memorandum prepared by us within a reasonable time summarising our understanding, shall be conclusive proof of the contents of such communication.

If anyone from whom we accept instructions, recommendations or requests sends us an email or fax, or gives us an email address or fax number to contact them, you agree to us sending communications to that address or number and to us accepting instructions, recommendations or requests from that address or number. However, please remember that email and fax will be insecure and could be intercepted. Communications sent by email or fax may also be corrupted in transit. If you do not agree to accept these risks you should notify us in writing that email or fax are not an acceptable means of communication.

From time to time we may confirm in writing to you any instructions, recommendations, requests or information you have provided to us and where we do so, you are responsible for correcting any errors or misunderstandings. Unless we hear otherwise we shall be entitled to proceed on the basis of our understanding of the instructions, recommendations, requests or information.

INFORMATION AND DOCUMENTATION

You agree to provide us with any information, documentation or other assistance which we reasonably require in order to provide our Services.

No information, documentation or advice provided by us shall be disclosed by you to any third parties without our prior written agreement. You may make copies of documentation for your own internal use.

We will keep our file of papers (except for any of your papers which you ask to be returned to you) for ten years after termination of the Services, and may then destroy our files.

All physical or electronic correspondence and other information in our possession or control which has been generated for our internal purposes or is addressed to us shall be our sole property.

Please note that we rely upon you to provide us with, or procure the provision of, accurate and complete information and assistance promptly, and to advise us as soon as possible if anything occurs that renders information previously provided to us incorrect, inaccurate or incomplete.

USE OF YOUR INFORMATION

Your information comprises all the financial and personal information we hold about you and your transactions. For the avoidance of doubt, this does not extend to the activities of your Client Entities; use of such information is dealt with by separate agreement.

We may use and share your information with other members of the Group and with third parties providing services to either you or the Group. This information assists us and them to:
(a) assess and process applications, provide you with services and manage our (or their) relationship
with you;

(b) carry out financial (including credit) and insurance risk assessments;

(d) prevent and detect crime.

We may also use and share information about you and your transactions with other members of the Group to assist us to offer you other products or services which we or third parties can provide. Only we will contact you in this way, and we will only do so if we believe that these will be of genuine interest to you. You may ask us not to do so at any time by means of a request in writing, free of charge.

We do not disclose your information to anyone outside the Group except:
(1) where we have your permission;

(2) where we are required or permitted to do so by law or a regulatory body;

(3) to third party service providers, agents and sub-contractors acting on our behalf;

(4) to debt collection agencies;

(5) to credit reference and fraud prevention agencies;

(6) to other companies that provide a service to you directly or on our behalf;

(7) where we may transfer rights and obligations under this agreement; or

(8) to government entities or regulatory bodies in order that those entities may discharge their responsibilities and obligations or exercise their powers or functions.

We may transfer your information to other countries on the basis that anyone to whom we pass it provides an adequate level of protection. However, such information may be accessed by law enforcement agencies and other authorities to prevent and detect crime and comply with legal obligations.

The processing of any personal data is governed by the Data Protection Act 2004 under which STM Fidecs Limited is registered as a data controller.

USE OF CLIENT ACCOUNT FACILITIES

We may, at our sole discretion, offer the services of a Client Account banking facility. Such a facility will be a pooled fiduciary account held with a reputable bank and the funds placed therein by you or by us on your, or the Client Entity’s behalf, will remain your property but subject to our normal banking controls. Where funds are held in a Client Account, interest will be paid quarterly in arrears on average daily cleared balances in excess of £10,000 at a rate of interest not less than would be paid in a deposit account for a like amount by the bank at which the account is held.

OUR FEES

A relevant scale of fees will be provided to you prior to provision of Services.

We will not begin to offer Services unless the requested payment in respect of the acceptance/take-on costs has been received by us.

Fixed fees are due and payable at the beginning of the period for which they are levied, and typically include trustee responsibility fees, company director fees, registered office, secretarial fees, and nominee shareholder fees. Such fees are non-refundable. Where a fixed fee is based on an asset value, any asset valuation will be at your expense.
Variable fees are most typically time costs for management, administration, accountancy, director, compliance and/or advisory service areas. Such fees are normally calculated on the basis of time spent by the staff member(s) providing the Services. The hourly charge rates used will depend on the specialist skills and seniority of the staff member(s).

Alternative fee structures may be agreed in special circumstances.

Urgent transactions which require the rescheduling of other client work, or which require us to work outside normal office hours, may result in a reasonable uplift of our hourly charge out rates.

Termination/Transfer fees apply where a Client Entity is brought to an end or transferred to another service provider. Such fees must be settled prior to the transfer or closure of the account.

Disbursements. In addition to our fees we shall bill all directly attributable costs incurred in providing the Services, such as telephone, courier, travel, annual taxes, notary fees, legal fees, company registry and Government fees. Where such disbursements can be accurately anticipated they will be billed in advance, otherwise they will be billed as incurred in arrears.

We may alter our fees:
(a) to respond proportionately to changes in the scale of fees charged by similar service providers;

(b) to reflect changes in the costs we reasonably incur in providing the Services;

(d) to meet changes in regulatory requirements; or

(e) to reflect changes in any applicable codes of practice.

SETTLEMENT OF FEES AND COSTS

Any fees and/or disbursements payable to us shall be payable on presentation to you of our fee note.
It is our general practice to request that a Client provide us with an advance on fees and retain a minimum balance of cash or cash equivalent against which we will subsequently offset fee notes raised in respect of you or your Client Entity.

A fee note raised in respect of your Client Entity may be settled at our discretion from the bank accounts or other assets of the Client Entity or, where insufficient, from the assets of any other Client Entity legally connected thereto. In all events you guarantee payment of such fee notes.

When paid within 30 days of presentation of the fee note, a prompt payment discount will be allowed of 5% on standard fees (ie not applicable to fees charged under an agreed alternative fee structure).

Where any fee note remains unpaid after 30 days, we may charge reasonable collection fees and disbursements. We may decline to act further in any matters then being handled for you or your Client Entity until all outstanding fees and disbursements have been paid, and we reserve the right to resign from offices held in your Client Entity. We shall have no liability where such actions result in a Client Entity being struck off or otherwise prejudiced.

If we fail to take such actions (or delay in doing so) following a default of payment, that will not mean that we have waived our rights against you. If we do waive our rights, we will only do so in writing, and that will not mean that we will automatically waive our rights in respect of any later default by you.

Payments may be made by electronic transfer, major credit card, cheque drawn on a Gibraltar or UK banks. Payment will only be considered to have been made upon confirmation of cleared funds in our account.

If you decide to make payment via credit card you will be asked to complete and sign a Credit Card Payment Form which includes options for One-Off Payment or Automatic Recurring Billing (if applicable) and details the T&Cs specifically applicable to credit card payments and charge-backs.

You should not send your bank, credit card or other account details to us over the internet as we do not have a secure facility for their transmission. Any such transmissions will be carried out entirely at your own risk and we cannot guarantee that a third party will not intercept them.

Tender of any payment to us constitutes acceptance of these T&Cs even where you may not have formally agreed them.

COMMISSIONS

We reserve the right to retain any commission, brokerage, fee, interest or other profit arising incidental to the provision of the Services.

COMPLAINTS

Any complaints should first be raised with your designated Client Relationship Manager (“CRM”). If the CRM cannot resolve it to your satisfaction or it is wished to take the matter up with another party, one of the Directors or the CEO of STM Group PLC should be contacted.

Alternatively the Department of Consumer Affairs of the Government of Gibraltar may be contacted at 10 Governors Lane, Gibraltar, telephone 00350 200 50788 or 200 43585: fax 200 47995. It should be noted that although a number of companies in the Group are regulated by the Gibraltar Financial Services Commission (www.fsc.gi), this entity is not an ombudsman and its role is not to assist in resolving complaints.

As a consumer, you have legal rights in relation to Services not carried out with reasonable care, skill and diligence. Nothing in these T&Cs will affect these legal rights.

YOUR RESPONSIBILITY FOR LOSSES AND/OR EXPENSES

You shall be responsible for any losses and/or expenses incurred by us or our employees or agents which are the result of any action or failure to act by (a) you, or (b) any employee or agent (other than us) of your Client Entity appointed by you.

LIMITATIONS ON LIABILITY

We will provide the Services with reasonable care, skill and diligence, with the proviso that our liability for breach is subject to your compliance with your obligations under these T&Cs.

We are not responsible for losses or expenses which:
(a) were not foreseeable to you or us when the contract was formed, ie loss not within the reasonable contemplation of any parties at the time the parties entered into the contract as a probable result of the breach;

(b) were not caused by any gross negligence, wilful misconduct or fraud by us (or our employees or agents);

(c) happen as a side effect (such as loss of profits, opportunity or goodwill etc) of any direct loss you suffer as a result of us (or our employees or agents) breaching (or failing to perform) the engagement (including by our gross negligence, wilful misconduct or fraud);

(d) are the acts or omissions of any other person;

(e) are due to the provision of incomplete, misleading or false information by you or your agents.

We shall not be obliged to act in any manner which:
(1) conflicts with any laws, regulations or guidelines which apply to us;

(2) exposes us to liability or risk of prosecution in any jurisdiction; or

(3) may be detrimental to our name and reputation.

We do not exclude or limit in any way our liability for fraud.

TRANSFER

We may transfer our rights and obligations under these T&Cs to another organisation. We will only do this if we reasonably think that you and your Client Entity are no less favourably treated after the transfer than you were beforehand and we will give you notice not less than 30 days before the transfer comes into effect.

SEVERANCE

If any element of these T&Cs should be determined to be invalid, illegal or unenforceable for any reason by any court of competent jurisdiction then such element shall be severed and the remaining T&Cs shall survive and remain in full force and effect and continue to be binding and enforceable.

AMENDMENT

We may alter these T&Cs for example, but not limited to:
(a) to respond proportionately to changes by similar service providers;

(b) to reflect changes in the costs we reasonably incur in providing the Services;

(d) to meet changes in regulatory requirements; or

(e) to reflect changes in any applicable codes of practice.

If we alter these T&Cs we will give you notice of the change not less than 30 days before the change comes into effect by advertising the change on our website.

TERMINATION

We can terminate this engagement immediately if:
(a) we reasonably suspect that you have given us false information;

(b) we reasonably suspect that the Services are being used for an illegal purpose;

(d) you or your Client Entity respectively have not settled our fee notes within 60 days following presentation to you.

We can also terminate this engagement by giving you not less than 60 days’ notice.

You can terminate this engagement at any time for any reason if:
(1) you have given us written notice that you wish to do so;

(2) you have paid the applicable termination/transfer fee; and

(3) we have received any money you and your Client Entity owe us.

Your liability to pay our fees and/or disbursements up to and including the date of termination shall survive termination. While such money is owing to us, we are entitled to keep all assets and papers related to or owned by you or your Client Company.

No fee paid or due shall be apportioned as to time and shall not be refundable.

APPLICABLE LAW

These T&Cs are governed by, and construed in accordance with, Gibraltar Law. The Courts of Gibraltar will have exclusive jurisdiction concerning these T&Cs and any matter arising from them.

The client/client entity and STM are also governed by those offences as set out in the Gibraltar Crimes Act 2011 “Part 24 Bribery Offences”. A bribe is a financial or other advantage offered, promised or given to induce a person to perform a relevant function or activity improperly, or to reward them for doing so. STM recognises that where life, limb or liberty are threatened a bribe may be unavoidable. Where such a bribe is paid a client undertakes to notify STM’s Compliance Officer of the circumstances of the bribe as soon as possible and without delay. Otherwise the client/client entity undertakes not to give, solicit or receive bribes or other corrupt payment.

CONTACTING US

STM may be contacted during normal office hours, being 0900 to 1730 hours Central European Time, during normal working days in Gibraltar, in the following ways (any changes to which shall be posted on our website):
- By Post or Courier: PO Box 575, Montagu Pavilion, 8-10 Queensway, Gibraltar
- By Electronic Mail: info@stmfidecs.gi
- By Telephone: +350 200 42686
- By Facsimile: +350 200 42701

Terms and Conditions

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