JTC Treasury Services' Terms of Business

1. GENERAL

1.1 The terms and conditions specified in the Application Form, this Terms of Business set out in this document and its Schedules (the ‘Terms’) and the Terms and Conditions of Business of the JTC group of companies (the ‘Standard Terms of Business’, which for the avoidance of doubt are separate from the Terms) constitute the entire agreement and understanding between the Client and JTC relating to the provision of Treasury Services and, in this regard, supersede any previous agreements, draft agreements, arrangements or understandings (whether in writing or not) between the Client and JTC.

1.2 Where, in relation to the provision of Treasury Services there are any inconsistencies between the Terms and the Standard Terms of Business, the Terms will prevail. Furthermore these Terms, as updated from time to time, will apply to all Treasury Services provided or arranged by JTC and supersede any other terms of business which might previously have been provided or agreed.

2. DEFINITIONS AND INTERPRETATIONS

2.1 In these Terms, unless the context otherwise requires:

‘Accrued Interest’ shall mean Interest accrued to the Client on a daily basis, beginning on an Accrued Interest Transfer Date until (but not including) the next Accrued Interest Transfer Date, in respect of the Client Money of each Client.

‘Accrued Interest Record’ shall mean the record of accrued interest earned in respect of the Client Money held in the Pooled or Bespoke Pooled Cash Management Accounts, which is maintained in relation to the Client by JTC.

‘Accrued Interest Transfer Date’ shall mean the date on which the accrued interest is applied to the Client Record following reconciliation of interest received from the Banks or, if earlier, in accordance with clause 10.3.

‘Agreement’ shall mean the Application Form, these Terms, and the Standard Terms of Business and includes any variation of them and all documents entered into as supplemental to them.

‘Application Form’ shall mean the Treasury Service Cash Management Application Form that forms part of the Agreement for Third Party Service clients.

‘Banks’ shall mean the banks or counterparties (being banks licensed under any applicable law to conduct deposit-taking business) which are approved and chosen by JTC in accordance with its policy from time to time for counterparty selection to hold Pooled Money in a Pooled Account. A list of the Banks is available on request.

‘Bespoke Cash Management Service’ shall mean money placed in the clients own individual, Trust or Company name with a Bank.

‘Bespoke Pooled Cash Management Service’ shall mean the Cash Management Service offered in the Treasury Service on a bespoke Client arrangement.

‘Break fee’ shall mean a fee charged by a Bank relating to an early withdrawal of Client Money by the Treasury Service.

‘Brochure’ shall mean the Treasury Service Brochure or any other literature describing the service provided by JTC, issued or supplemented from time to time and provided to the Client.

‘Call Reserve’ shall mean the minimum amount of pooled money, measured in percentage terms that will be retained in call accounts at any given time.

‘Cash Management Fee’ shall mean the fee charged by JTC for the Pooled Cash Management Service, as particularised in Schedule 2.

‘Cash Management Service Limits’ shall mean the limits applied by JTC that caps the percentage of Pooled Money that can be held with a particular Bank in each Pooled Account as further described in Schedule 2.

‘Client’ shall mean the participating person or entity.

‘Client Instructions’ shall mean the Client's general instructions for the management of Client Money.

‘Client Designated Account’ shall mean a bank account opened by JTC with a Bank licensed to conduct deposit-taking business in the Client's own name to hold Client Money.

‘Client Money or Client Monies’ shall mean any money held by JTC for the Client.

‘Client Record’ shall mean the record which JTC keeps for a Client containing the balance of the Client Money held in each Pooled Account.

‘Employees’ shall mean and includes the directors, officers, agents and staff of, and consultants to, JTC.

‘Foreign Exchange Service or FX Service’ shall mean the service by which JTC, as agent, arranges for foreign exchange deals to be effected on an execution only basis with the account holding Bank or approved third party FX provider.

‘Gross Return’ shall mean the annual gross interest (if any) earned on the pooled monies in the Pooled Cash Management Service or, where the gross interest rate is negative, the charge (expressed as a negative) on the pooled monies in the Pooled Cash Management Service.

‘JTC Cash Management Service’ shall mean the Bespoke Cash Management Service, the Bespoke Pooled Cash Management Service and the Pooled Cash Management Service.

‘JTC’ shall have the same meaning as set out in the Standard Terms of Business and, as the context of these Terms provides, shall mean the particular member of the JTC group of companies providing the Treasury Service under this Agreement and/or otherwise acting as administrative agent for that JTC group member.

‘JTC Treasury Service Fees and Charges Schedules’ shall mean the fees and charges that apply to the Treasury Service as more particularly set out in Schedule 2 and Schedule 3, as amended from time to time.

‘Lending Service’ shall mean the service by which JTC, as agent, arranges any lending deals with the account holding Bank or approved third party lending consultant.

‘Match Funded’ shall mean the Client Money held in the Bespoke Pooled Cash Management Service, which is placed with one or more Banks, on certain fixed or notice terms agreed by the Client.

‘Net Return’ shall mean the Gross Return (which could be negative where the gross interest rate is negative) less the Cash Management Fee.

‘Pooled Accounts’ shall mean the pooled bank accounts established by JTC with a Bank or Banks held in the name of JTC which holds money belonging to one or more Clients.

‘Pooled Cash Management Service’ shall mean the service which offers Pooled Accounts in which multiple Clients can participate, as more particularly described in Schedule 2.

‘Pooled Money’ shall mean the aggregate sum of Client Money held in the Pooled Accounts for all Clients.

‘Proper Instructions’ has the meaning ascribed to it in clause 18.4.

‘Relevant Jurisdiction’ shall mean a jurisdiction in which services are provided by JTC in accordance with the laws and regulatory requirements of that jurisdiction.

‘Standard Terms of Business’ shall mean the Terms and Conditions of Business of the JTC group of companies.

‘Tax and Taxation’ shall mean (a) taxes on income, profits and gains; (b) all other taxes, levies, duties, imposts, charges and withholdings in the nature of taxation.

‘The Terms’ shall mean the terms and conditions for the provision of a Treasury Service as specified in this document, its Schedules and any associated documents (not including the Standard Terms of Business).

‘Third Party Service Clients’ shall mean persons to whom JTC provides only Treasury Services and who have both satisfactorily completed the Application Form and supplied all required due diligence.

‘Third Party Treasury Service’ shall mean the Treasury Service offered to Third Party Service Clients.

‘Treasury Services’ shall mean any and all of the treasury services provided by JTC, as more particularly described from time to time in Schedule 1.

2.2 References to a ‘clause’ shall be references to a clause in these Terms; clause headings are used for convenience and shall not affect the construction or interpretation of the clauses in these Terms

2.3 References to ‘we’, ‘us’ or ‘our’ refer to JTC; references to ‘you’ or ‘your’ refer to the Client.

2.4 References to a law shall be deemed to include references to such law as re-enacted, amended or extended from time to time and to any analogous provision or rule under any applicable regulations in any Relevant Jurisdiction.

2.5 Terms defined expressly, whether above or elsewhere in these Terms, shall have the stated meaning; the singular shall include the plural and vice versa and any gender includes all genders.

3. INTRODUCTION

3.1 As set out in clauses 1.1 and 2.1, the Agreement constitutes the entire agreement and understanding between the Client and JTC in relation to the provision of Treasury Services and supersedes any previous agreements, draft agreements, arrangements or understandings (whether in writing or not) between the Client and JTC The Client should carefully read and consider these Terms and the Standard Terms of Business. Third Party Treasury Clients must complete the Application Form and supply the required due diligence. It is strongly recommended that the Client retains a copy of these Terms and the Standard Terms of Business for future reference. The Terms and the Standard Terms of Business may be amended from time to time, with the amended versions then governing the Agreement. JTC will notify Clients when substantive amendments are made to the Terms or the Standard Terms of Business and, where appropriate, in advance of such amendments being made.

3.2 These Terms relate solely to the Treasury Services. JTC may also provide other services and products, if so agreed with the Client, which are not governed by these Terms and which may require supplemental or separate documentation to be signed by the Client.

3.3 The Client should also note that:

3.3.1 The Treasury Services may be provided to existing clients of JTC to persons connected with structures administered by JTC and to Third Party Treasury Clients. The Treasury Service does not include the provision of any investment advice and all transactions effected on behalf of Clients will be effected on an ‘Execution Only’ basis in accordance with clause 7. Accordingly, any comment or opinion made by any Employee or contractor working for JTC should not be treated as constituting advice or a recommendation given by JTC and should not be relied upon by the Client. JTC recommends that the Client seek appropriate independent professional investment or financial advice relevant to the Client’s particular circumstances before deciding to request the Treasury Service or any services from JTC, or instructing JTC to execute any transactions on behalf of the Client. The Client acknowledges that it is entirely responsible for (i) its investment decisions, (ii) recognising any risks associated with such decisions and (iii) advising JTC of any matter which it wishes JTC to take into account when executing transactions on its behalf. For the avoidance of any doubt, JTC does not carry on deposit taking business, and does not accept deposits.

3.3.2 When providing the Treasury Services, JTC will ordinarily select one or more Banks which offer the best available interest rate or rates. JTC may transfer Client Monies between different Banks from time to time as JTC considers appropriate in its sole discretion. The Client acknowledges that Client Monies may be placed entirely with just one Bank or with more than one Bank. JTC does not act as principal in placing, receiving or depositing Client Monies and has no obligation to refund Client Monies or any interest earned thereon in the event of a default or non-payment by the selected Bank or Banks.

3.3.3 Without prejudice to clause 14, Client Monies held in the Pooled Accounts by JTC on behalf of its clients are not covered by the Jersey Depositors' Compensation Scheme or the Guernsey Banking Deposit Compensation Scheme and are unlikely to be covered by equivalent schemes in other jurisdictions. Any Client utilising the Pooled Cash Management Service will be deemed to have accepted and agreed to the prospect of their Client Monies not being covered by any statutory compensation schemes of this type as might apply in the Relevant Jurisdiction.

3.3.4 Any member of the JTC group of companies providing Treasury Services to a Client under this Agreement may appoint or delegate to another member of the JTC group of companies to act or assist in such provision, whether as administrative agent or otherwise, and may, as necessary or desirable, provide information regarding the Client to that other JTC group member in order to facilitate the same.

3.3.5 JTC reserves the right to outsource or delegate the performance of any function of its Treasury Services to a Third Party treasury service provider.

4. TAXATION

4.1 JTC does not provide tax advice and the Client acknowledges and agrees that the Client has not received any such advice from JTC. JTC recommends that the Client seek independent, professional tax advice relevant to its particular circumstances before agreeing to use the Treasury Services or any other services offered by JTC, or otherwise instructing JTC to execute any transactions on the Client’s behalf. The Client acknowledges and agrees that it is entirely responsible for the management of its own affairs for tax purposes and for advising JTC of any matter which it wishes JTC to take into account when executing transactions on its behalf.

4.2 A Client, and particularly a Client resident outside of the Relevant Jurisdiction, acknowledges and agrees that from time to time JTC may be required to send information pursuant to the requirements of overseas tax, reporting and withholding regimes and that Client Money paid to such Clients may be subject to deduction of any relevant withholdings.

5. APPOINTMENT

5.1 The Client's appointment of JTC to provide the Treasury Services shall only be completed upon the JTC’s acceptance of the Client following the completion of JTC’s client take on process including, as necessary, a duly completed Application Form for Third Party Treasury Service Clients.

5.2 In keeping with clause 5.1, the Client acknowledges and agrees that JTC will not provide the Treasury Service until such time as all due diligence formalities have been completed to the satisfaction of JTC. Prior to JTC confirming that due diligence formalities are complete and that the Client has been accepted as a client of JTC, the Client acknowledges and agrees that JTC will not be liable for any loss of interest, income, profit or loss incurred or suffered directly or indirectly by the Client.

5.3 The Client agrees and acknowledges that, prior to providing (or continuing to provide) the Treasury Services, JTC may, at any time, request and require:

5.3.1 personal and/or financial information or documentation from the Client regarding the source of monies to be invested or the source of the Client's wealth and

5.3.2 information and documents to verify the identity and background of the Client and all signatories and other parties to the Treasury Service.

5.4 The Client agrees to promptly provide JTC with all information, documentation and verification as it may reasonably request, including evidence for the verification of individual entities and satisfactory explanations of transactions in order that JTC can bring its enquiries to a satisfactory conclusion and is able to comply with the requirements from time to time of (1) the laws, and particularly the anti-money laundering laws and international tax reporting laws, of Jersey or other Relevant Jurisdictions; (2) any order of the Jersey courts or any court of a Relevant Jurisdiction, (3) any public or regulatory authority of any Relevant Jurisdiction; or (4) any order under a tax information exchange agreement between any Relevant Jurisdictions or any Relevant Jurisdiction and another jurisdiction.

5.5 The Client acknowledges that failure to provide information or documentation regarding (i) the source of monies to be used for the Treasury Service or other transaction or (ii) the Client's source of wealth or (iii) the verification and identity and background of the Client and all signatories and other parties to the Treasury Service or other transaction, may result in JTC refusing or ceasing to provide the Treasury Services to the Client.

6. CLIENT MONEY

6.1 JTC may place all or some of the Client Money into the Treasury Service from time to time as it may, in its sole discretion, determine and will notify the Client of the Terms of the Treasury Service. JTC is not responsible, as the provider of the Treasury Service, for assessing whether or ensuring that the Treasury Service is suitable for the Client. The Client should seek its own advice from an appropriate investment or financial advisor. If the Client does not wish the Client Money to be placed into the Treasury Service they must notify JTC. On receipt of such notice and subject to clause 11 of these Terms the Client Money will be withdrawn from the Treasury Service and held according to such terms as are agreed between the Client and JTC from time to time.

6.2 Any Client Money that is not part of this Treasury Service is not subject to these Terms.

6.3 The Client, and not JTC, will be exposed to the credit risk in respect of all Banks with which accounts are opened and money placed for all of the Treasury Services. If a single Bank fails, the Client Money is proportionately exposed to the extent of that Bank's share of total deposits (in the currency of the Client Money) maintained in the Pooled Accounts. By way of example, if the failed Bank held 20% of total Pooled Money (in the currency of the Client Money) then the Client Money would be at risk to the extent of 20%. If more than one Bank fails, similar calculations would apply on a cumulative basis. In the event of all Banks failing, the full capital of the Client Money is at risk.

6.4 JTC will open and maintain all Bank accounts that hold Client Money as agent and not as principal.

6.5 Client Money will be held in separate accounts from JTC’s own money so as to prevent the right of set off.

6.6 All Client Money will be initially paid into and withdrawn from the Client Designated Account.

6.7 JTC will select which Treasury Service Client Money shall be deposited. This money will be deposited from the Client Designated Account.

6.8 All Client Money in the Pooled Accounts will be separately identifiable from other clients’ money at all times.

7. BEST EXECUTION

7.1 When providing any of the Treasury Services, JTC will take reasonable care to ensure that it obtains the best interest rate or price available for the Client at that time, taking into consideration (i) the size and type of the transaction concerned; (ii) the interest rates or prices quoted by the Banks; (iii) the depositor risk associated with each Bank; (iv) the profile of the existing Pooled or Bespoke Pooled Cash Management Accounts and (v) the Cash Management Service Limits.

7.2 Given the aforementioned criteria, it is possible that, on certain occasions, the interest rate or price obtained for a Bank may not be as favourable as those that may be available from another bank. The Client acknowledges that the direct comparison of rates does not take account of the counterparty risk that JTC Cash Management Service seeks to reduce by pooling Client Money with several counterparties.

8. CLIENT COVENANTS

8.1 The Client will provide JTC with any and all information concerning the Client or their respective businesses which JTC may reasonably require for the provision of the Treasury Services.

8.2 No information given to JTC by the Client will require or involve any unlawful act or contain any falsehood.

8.3 No recommendations made to JTC will result in JTC committing an unlawful act if that recommendation is approved, endorsed, communicated or otherwise implemented by JTC.

8.4 The Client is not engaged in any activity which contravenes any law, regulation, code of dealing in securities or any other code of practice (whether or not legally binding) which is applicable in a Relevant Jurisdiction.

8.5 Any asset owned by or introduced or caused to be introduced by the Client to JTC has been owned or introduced lawfully and is not derived from or otherwise connected with any illegal or unlawful activity.

8.6 Any asset introduced or caused to be introduced to JTC by the Client is the property of the Client or such person nominated to JTC as the Client and the Client confirms that the person introducing it has the capacity to do so and has undertaken all acts and done all things necessary to transfer ownership and title as required to effect the introduction.

8.7 The Client has taken appropriate tax and other advice with regard to the establishment of any financial structure (including any tax scheme) in which it is involved and the commencement of a relationship with JTC concerning that structure and is not relying on JTC or its Employees to give such advice and will, if requested by JTC, promptly provide JTC with a copy of such advice.

8.8 The Client is not involved in any tax scheme that has a UK Disclosure of Tax Avoidance Scheme (‘DOTAS’) number or, if this is the case, it will promptly notify JTC and provide the applicable DOTAS reference number to JTC.

8.9 Where the Client is part of any tax scheme (i) such tax scheme will be administered in accordance with the advice referred to in clause 8.7, (ii) the Client will on request from JTC from time to time provide details of such compliance to JTC, and (iii) such scheme has been promptly notified to each relevant tax authority.

9. INTEREST

9.1 Interest rates are set by the Banks and all interest paid will be paid only by the Banks and not by JTC.

9.2 The amount of the interest earned in respect of any sums deposited through the Treasury Service will fluctuate depending on market rates and the profile of the deposits held within the Treasury Service at any time.

9.3 There will be no collective earning of interest on Client Money in any Pooled Cash Management Service.

10. ACCRUED INTEREST APPLICATION

10.1 JTC shall arrange for the transfer of the following amounts on each Accrued Interest Transfer Date:

10.1.1 accrued interest recorded in the Accrued Interest Records immediately prior to each Accrued Interest Transfer Date, relevant to each Client;

10.1.2 all fees and charges payable to JTC from the Client Money; and

10.1.3 all taxes due to be paid by JTC in respect of each Client.

10.2 On the Accrued Interest Transfer Date the interest due to each Client will be added to the Client Record and the Accrued Interest Record will be reduced to zero.

10.3 If on the Accrued Interest Transfer Date, there is insufficient interest paid by the Banks, JTC may arrange to pay the Client the Accrued Interest Sum from its own money and JTC shall be entitled to recover the amount of the Accrued Interest due from each Client by way of set off from the interest paid by the Banks in respect of Client Money or from the balance of Client Money if the Bank fails to pay such interest.

10.4 In the event that a Client terminates the Treasury Services in accordance with this Agreement, JTC may, at its discretion choose to loan the Pooled Accounts sufficient funds in order to enable the transfer of Accrued Interest to such Client before the end of the quarter during which the Treasury Services are terminated.

11. WITHDRAWALS

11.1 At any point and subject to Schedule 2 (specifically, the part(s) of Schedule 2 as is agreed between the Client and JTC from time to time as applying to the Client Monies) a Client can request all or part of its Client Money to be withdrawn from one or all of the Treasury Services unless it breaches these Terms and all such Client Money shall be repaid back to the Client’s Designated Account.

11.2 A Client shall not be permitted to withdraw in excess of the balance in their Client Record in the Pooled Account Service.

11.3 A withdrawal from the JTC Cash Management Service may not be permitted if there is insufficient Pooled Money available for immediate payment or it results in a breach of the Cash Management Service Limits.

11.4 It may be necessary, if permitted by a Bank, to arrange for a term of a fixed or notice Pooled Account to be reduced or closed to make sufficient Pooled Money available to pay a withdrawal or return to acceptable Cash Management Service Limits.

11.5 Should a Bank refuse to release the Client Money in a fixed or notice account, then the requested withdrawal will not be payable or may require payment of a Break Fee which may be charged to the Client with prior agreement from the Client.

11.6 JTC may refuse or limit a withdrawal if such withdrawal breaches the Cash Management Service Limits.

11.7 The Client acknowledges and accepts that Client Money held in any of the Treasury Services on notice accounts may not be able to be withdrawn until expiration of the agreed notice period or in the case of fixed deposit accounts, until the fixed deposit has matured.

11.8 On receipt of Client Money JTC must be satisfied as to the source of the Client Money. lf JTC has any doubts as to the source of Client Money it may be bound by law, regulation, code of dealing in securities or any other code of practice (whether or not legally binding) to terminate the provision of the Treasury Services.

11.9 No penalty will be imposed on the Client on termination of the Agreement but JTC shall be entitled to charge the Client any fees which may be outstanding, any expenses necessarily incurred by JTC in terminating the Agreement or directly attributable to the termination of the Agreement and any losses necessarily realised in settling or concluding outstanding transactions.

11.10 In common with professional client accounts or settlement accounts in which client monies are pooled, the Pooled Accounts may be frozen because of a single Client whose money is held in the Pooled Account. Although JTC would expect steps to be taken to authorise the transfer of that single Client's money from the Pooled Account to a frozen Client Designated Account (including seeking authorisation from the relevant authorities, if necessary), approval of this action is not guaranteed.

12. POOLED CASH MANAGEMENT SERVICE CLIENT RECORDS

12.1 Interest is accrued daily on the Pooled Accounts and is recorded for each Client in the Accrued Interest Records.

12.2 A statement is available on request detailing the balance of the Client Record and Accrued Interest, average interest rate over the period, a diversification summary and details of transactions over the account.

13. COMMUNICATION

13.1 JTC may record the contents of telephone conversations and may monitor telephone calls both received by and made by Employees. Any such recordings remain the property of JTC, and may be used by JTC in the event of a dispute. JTC shall have the authority to deliver copies or transcripts of such recordings to any court or regulatory authority of competent jurisdiction as JTC sees fit and the Client shall not object to the use of any such recordings as evidence of any such telephone conversation.

13.2 The Client agrees that in the event that the Client communicates with JTC using e-mail or other electronic means, then JTC may monitor all e-mails or other electronic traffic to gather information for purposes of security, marketing, statistical analysis and systems development.

14. DEPOSITOR PROTECTION

14.1 No depositor protection scheme is available in relation to the Treasury Services. No guarantee or other form of assurance or protection applies in the event of insolvency of any of the Banks. This is the case whether JTC places Client Money directly with a Bank in a Designated Account or through the Treasury Service in Pooled and Bespoke Pooled Cash Management Accounts.

15. FEES AND CHARGES

15.1 The Client is liable for all fees, taxes and charges. These include any fees payable to JTC pursuant to this Agreement and any fees which may be chargeable by the Banks.

15.2 All charges and fees which are not covered by the JTC Treasury Service Fees and Charges Schedules will be notified to the Client as soon as possible.

15.3 JTC may, in its sole discretion, make changes to the JTC Treasury Service Fees and Charges Schedules and will give the Client reasonable notice of such changes.

15.4 JTC will deduct any fees or charges payable by the Client from the Client Record without further reference to the Client.

15.5 JTC shall have, or be entitled to take or perfect, a security interest in the Client Money in connection with payments due to JTC of fees, charges and accrued interest loan, as well as any other sums due to JTC.

16. GOVERNING LAW AND JURISDICTION

16.1 These Terms shall be governed by and construed in accordance with the laws of Jersey and the Client irrevocably agrees that the Courts of Jersey are to have exclusive jurisdiction to settle any disputes which may arise out of or in connection with the interpretation of these Terms unless both the Client and JTC shall agree otherwise and that accordingly any suit, action or proceeding arising out of or in connection with these Terms may be brought in such Courts.

16.2 Nothing contained in this clause 16 shall limit the right of JTC to take proceedings against the Client in any other court of competent jurisdiction, including the Relevant Jurisdiction, nor shall the taking of proceedings in one or more jurisdictions preclude the taking of proceedings in any other jurisdiction whether concurrently or not. The Client as relevant irrevocably waives (and irrevocably agrees not to raise) any objection which it may have now or subsequently to the laying of the venue of any proceedings in the Courts of Jersey or any other court nominated by JTC hereunder and any claim that any such proceedings have been brought in an inconvenient forum and further irrevocably agrees that a judgment in any proceedings brought in any such Court shall be conclusive and binding upon the Client or JTC as relevant and may be enforced in the Courts of any other jurisdiction.

17. ASSIGNMENT

17.1 The Client may not assign or transfer any of its rights or obligations under the Agreement without the prior written consent of JTC.

17.2 Subject to any applicable laws, regulations or rules, the JTC entity providing the Treasury Services may at any time assign its rights and obligations under the Agreement to another entity within the JTC group or a company or firm authorised to carry out equivalent business in the Relevant Jurisdiction.

18. ADVICE AND COMMISSIONS

18.1 JTC is authorised to act and entitled to rely on advice from the Client or any person it believes to be duly authorised by the Client. Such advice may be communicated orally or in writing or by electronic means or otherwise and with or without authentication. Unless otherwise agreed JTC may communicate with the Client and third parties by fax or e-mail. JTC will not be liable for misdirection, interception, corruption or failure of any communication sent by fax or e-mail. JTC has no duty to make enquiries as to the authenticity of such advice.

18.2 Neither JTC nor any Employee provides legal, investment, accountancy or tax advice.

18.3 If applicable, any commissions including retrocession income received by JTC in connection with the provision of the Treasury Services will be credited to the Client. However, any compound interest (i.e. interest earned upon interest) shall not be credited to the Client but may be formally identified and amounts notified to the Client on request, and will be credited against JTC’s fee for the provision of the Treasury Service. JTC may also retain a share of any margin generated in relation to the Foreign Exchange Service and Lending Service in accordance with the terms of Schedule 3.

18.4 JTC may rely upon, and is authorised by the Client to act upon, instructions given by letter, fax or other means of electronic communication as received by JTC in a legible form, and may also act upon oral instructions at its sole discretion (‘Proper Instructions’).

18.5 Proper Instructions may be relied upon by JTC if given by, or reasonably assumed to be given by, a person who has been notified in writing from time to time by the Client to JTC as having authority to give instructions on the Client’s behalf, or by any person that JTC reasonably believes to be duly authorised by the Client to give such instructions.

18.6 JTC is under no obligation to make any enquiries as to the genuineness or authenticity of any Proper Instructions or obliged to verify the identity of the person giving such instructions.

18.7 Neither JTC, nor any Employee, shall be obliged to take any action, or omit to take any action, pursuant to Proper Instructions where in the reasonable opinion of JTC or an Employee such instructions:

18.7.1 are not sufficiently clear or precise or do not contain enough information to allow JTC to comply materially with the Client’s wishes;

18.7.2 may contravene applicable law or regulation;

18.7.3 may be inconsistent with any fiduciary duty owed by JTC or an Employee; or

18.7.4 may result in damage to the reputation of JTC or any connected entity.

19. LIABILITY

To the extent permitted by any applicable law:

19.1 Neither JTC nor any Employee shall be responsible for any losses or liabilities suffered by the Client as a result of any acts or omissions (whether negligent, fraudulent, in wilful default or otherwise) of any Bank holding Client Money or through which transactions have been effected.

19.2 In the event of any failure, interruption or delay in the performance of the Treasury Service or loss of or damage to any documents in the possession of JTC resulting from acts, events or circumstances not reasonably within JTC’s control, (including but not limited to any action or inaction by any delegate or authorised person, industrial disputes, hostilities (whether war be declared or not), riot, civil commotion, rebellion, storm, tempest, accident, fire, explosion, strike, lockout, acts or regulations of any government or any supranational bodies or authorities, or breakdown, failure or malfunction of any telecommunications or computer services or system(s) or other cause whether similar or not) JTC shall not be liable or have any responsibility of any kind for any loss or damage thereby incurred or suffered by the Client.

19.3 Neither JTC nor any Employee shall be liable for and the Client undertakes at all times to hold JTC and its Employees harmless and to indemnify and to keep indemnified JTC and its Employees to the greatest extent permitted by law from and against, all losses, actions, suits, proceedings, claims, demands, damages, costs, charges, expenses and liabilities (or actions, investigations or other proceedings in respect thereof) whatsoever which may arise or accrue or be taken commenced made or sought from or against JTC Jersey arising from the provision of the Treasury Service and will reimburse JTC for all costs and expenses (including legal and other professional fees) which are incurred by JTC in connection with investigating or defending any such claim or proceeding, other than liabilities arising from fraud or gross negligence. This indemnity shall continue in force without limit in time, whether or not JTC is continuing to provide the Treasury Service and without prejudice to any other indemnity given in JTC’s favour.

19.4 JTC’s liability in respect of breach of contract, tort, breach of duty or fault or gross negligence or otherwise whatsoever arising out of or in connection with the Treasury Service shall be limited to the proportion of the loss or damage (including interest and costs) suffered by the Client, which is ascribed to JTC by a court of competent jurisdiction allocating proportionate responsibility to JTC , having regard to the contribution to the loss or damage in question of any other person responsible and/or liable to the Client for such loss or damage. This provision shall have no application to any liability which cannot lawfully be excluded or limited or to liability arising as a result of fraud on JTC’s part.

19.5 JTC shall not be liable for any indirect or consequential economic loss or damage suffered by the Client.

19.6 JTC shall not incur any liability arising by reason of any failure of or delay caused by, or lack of availability of, JTC’s computer systems or communication systems.

19.7 JTC will act with reasonable care when selecting Banks with which to place Client Money, or when selecting and outsourcing service provider but shall not be liable for any loss of funds due to insolvency of any third party.

19.8 JTC shall not be a liable should a Client’s request not be carried out due to a third party failure.

19.9 No statutory terms, including warranties, conditions or other contractual provisions, to the extent permitted by law, or rights, duties or liabilities imposed under the Supply of Goods and Services (Jersey) Law 2009 shall apply in relation to the provision of the Treasury Service under these Terms;

19.10 Neither JTC nor any Employee shall incur any liability for any failure on their part to comply wholly or partly with any advice or Proper Instructions which are not received or which are incomplete, incorrect, illegible or ambiguous or for any lack of authority on the part of the person giving or making the same or for the acts or omissions of any person or entity, other than where JTC or an Employee is appointed, designated or empowered to act as director, officer, employee, agent, trustee, manager, signatory or shareholder or holder of any general or special power of attorney with respect to the Client.

19.11 JTC is authorised to take any steps which in its absolute discretion it thinks fit to protect or further the business or assets of the Client and to employ such advisers as in its discretion it considers appropriate and to do or cause to be done such other acts or things as it deems to be expedient and any associated reasonable expenses incurred shall be borne by the Client.

19.12 JTC shall have the right to participate in and to the extent that it may wish to, defend, settle or compromise in consultation with the Client, but at the discretion of JTC, such discretion to be exercised in the best interests of the Client, any action, suit, proceeding, claim or demand made against the Client.

19.13 Where a business or any interest therein is contained in the assets of a Client neither JTC nor any Employee shall be bound or required to interfere in its management or conduct.

19.14 The address, telephone, telex, e-mail and fax numbers of JTC and the names of the Employees shall not (without their consent) appear on any note paper or other documentation of the Client or in any advertising material, nor shall the Client represent itself as having authority to bind JTC where no such authority has properly been given.

19.15 JTC shall not be required to act in a way (in relation to the Client) which conflicts with the constitutional (or other) documents of the Client or any other laws or regulations or codes of practice (whether binding or non-binding) applicable to JTC (including any Employee) or the Client.

19.16 Nothing in these Terms shall limit the manner in which JTC shall exercise its discretionary powers in connection with the Treasury Services.

20. BREACH BY THE CLIENT

20.1 In the event that:

20.1.1 JTC requires advice from the Client and has been unable to obtain advice which in its absolute discretion it considers adequate and proper;

20.1.2 JTC or its Employees have received advice from the Client or any authorised person which they believe it would be inadvisable to follow in the interests of the Client or JTC;

20.1.3 any action is deemed to be required by JTC or the Employees at their discretion; or

20.1.4 any demand is made against the Client for payment of any sum due by the Client to any person including but not limited to any taxes, duties, fees or other governmental or state impositions and any fees and expenses due and such payment has not yet been made;

then provided that JTC shall have given reasonable notice (such notice period to be determined in JTC’s absolute discretion) to the Client that the provisions of this clause 20 shall apply allowing the Client to remedy any such default or requirement where capable of remedy within the time period specified in such notice and provided that the Client shall not have complied with the notice within the period stated therein then JTC may either take such further action as it may in good faith and at its sole discretion deem to be in the best interests of the Client (at the cost and expense of the Client) or take no further action at all in relation to any particular matter and, in any event, may utilise any assets of the Client in or towards the satisfaction of any such demand.

20.2 No liability shall attach to JTC or the Employees in respect of or arising out of any action or inaction which is in accordance with the provisions of this clause 20.

20.3 If the Client shall fail to observe any of the Terms, conditions and obligations herein contained, all and any obligation to provide the Treasury Services shall cease and JTC may withdraw the Treasury Services or they may resign forthwith by giving immediate written notice to the Client. In this event the Client’s covenants shall remain effectual notwithstanding the cessation of the whole or any part of its duties and JTC shall be entitled to make such retentions and receive such indemnities as they may reasonably require in respect of any actual or contingent liabilities arising from the provision of the Treasury Services.

21. NOTICE

21.1 Any notice required to be given hereunder shall be in writing and in English addressed to the party concerned at its address from time to time notified to the other for the purpose, failing which the last known usual address of such party. Any notice:

(a) delivered personally shall be deemed to have been given at the time of such delivery;

(b) sent by letter or post shall be deemed to have been given 7 days after posting;

(c) sent by electronic means shall be deemed to have been given at the time of transmission (as demonstrated by evidence of delivery).

22. COMPLAINTS

22.1 Should a Client be dissatisfied with any aspects of the Treasury Service, they should write to JTC addressing the complaint to the Director or other usual point of contact. The Client’s complaint will then be dealt with in accordance with JTC’s complaints procedures, which are available on request.

23. TERMINATION

23.1 The Treasury Service may be terminated by JTC whether as a whole or in relation to a specific Client, by giving written notice to the Client or to all Clients and, subject to clauses 11, 14 and 15, such notices shall take effect on the notified termination date oras soon as possible thereafter.

23.2 The Client may terminate the Treasury Service by providing written notice to: JTC (Jersey) Limited: 28 Esplanade, St Helier, Jersey, JE2 3QA, Channel Islands. Any such notices shall take effect as soon as reasonably practicable. Termination is subject to clauses 11, 14 and 15.

SCHEDULE 1:

TREASURY SERVICE

1. BESPOKE CASH MANAGEMENT SERVICE

1.1 JTC may decide, in its absolute discretion, to place all or some Client Money into the Bespoke Cash Management Service, provided that JTC shall have given reasonable notice (such notice period to be determined in JTC’s absolute discretion) to the Client. Following consideration and acceptance by the JTC of the Client's application to receive the Treasury Service, the Client shall place the minimum sum that JTC may specify from time to time in its sole discretion as being necessary to receive the Treasury Service.

1.2 The Bespoke Cash Management Service includes managing Client Money in the Client’s own name, as agent, (by placing it on call, notice or fixed deposit accounts with Banks) in accordance with its fiduciary duty or the guidelines and restrictions outlined in Client Instructions. The discretion granted to JTC will be limited to (i) deciding which Bank(s) to place the Client Money with (subject to any restrictions outlined in the Client Instructions); and (ii) determining the period or basis upon which Client Money will be placed (including renewing fixed term deposits or transferring money from call or specified notice periods to new fixed term deposits, or vice versa) from time to time until the mandate outlined in the Client Instructions is either modified or cancelled.

2. POOLED CASH MANAGEMENT SERVICE

2.1 JTC may decide, in its absolute discretion or following instruction from the Client, to place all or some of Client Money into the Pooled Cash Management Service, provided that JTC shall have given reasonable notice (such notice period to be determined in JTC’s absolute discretion) to the Client.

2.2 All Pooled Money will be distributed proportionately except upon making a withdrawal.

2.3 JTC will keep a record of all Client Money in order to segregate the identity of all Client Money within the Pooled Accounts at all times.

2.4 The Client may not request or require JTC to take any action, or refrain from taking any action, that results in a breach of law or regulation in Jersey or any other Relevant Jurisdiction. JTC reserves the right not to comply with requests that it believes will potentially result in contravention of any law or regulation or reputational damage.

2.5 Other than the Client Money, the Client has no entitlement to any Pooled Money or any interest paid in respect thereof.

2.6 The Treasury Service does not provide for interest earned in respect of the Pooled Accounts to be shared between Clients with Pooled Money.

2.7 The Client delegates authority to JTC to determine, in relation to its Pooled Cash Management Service such factors as:

(a) the number and identity of the Banks;

(b) the maximum percentage of the pool that can be held in any given account;

(c) the percentage of money on the Call Reserve; and

(d) the maturity profile of the pooled Bank accounts by allowing for the percentage split between call, fixed and notice accounts.

2.8 JTC may amend the Cash Management Service Limits at its discretion and any changes will be effective immediately.

3. BESPOKE POOLED CASH MANAGEMENT SERVICE

3.1 JTC may decide, in its absolute discretion or following instruction from the Client to place all or some of the Client Money into the Bespoke Pooled Cash Management Service, provided that JTC shall have given reasonable notice (such notice period to be determined in JTC’s absolute discretion) to the Client.

3.2 The Bespoke Pooled Cash Management Service allows for a Client or JTC to place some or all of the Client Money in a Separate Pooled Account with Terms and Cash Management Service Limits specifically related to that Client’s accounts.

3.3 All Pooled Money will be distributed proportionately except upon making a withdrawal.

3.4 JTC will keep a record of all Client Money in order to segregate the identity of all Client Money within the Pooled Accounts at all times.

3.5 The Client may not request or require JTC to take any action, or refrain from taking any action, that results in a breach of law or regulation in Jersey or any other Relevant Jurisdiction. JTC reserves the right not to comply with requests that it believes will potentially result in contravention of any law or regulation or reputational damage.

3.6 The Client and or JTC will determine, in relation to its Bespoke Pooled Cash Management Service such factors as:

(a) the number and identity of the Banks;

(b) the maximum percentage of the pool that can be held in any given account;

(c) the Clients specific liquidity requirements; and

(d) the maturity profile of the pooled Bank accounts by allowing for the percentage split between call, fixed and notice accounts.

3.7 The Client will not have access to the funds held in the Bespoke Pooled Cash Management Service that are on notice or fixed term deposit accounts and must give the required notice period before having access to the funds on the notice accounts and wait until the maturity of any fixed deposit accounts. If the Client requires access to the funds held in these notice or fixed accounts before expiration of the required notice period or maturity of the fixed deposit the Client agrees to pay any costs or Break Fee incurred.

4. RECOVERY OF FEES

4.1 In respect of paragraphs 1, 2 and 3 of Schedule 1 above:

(a) JTC shall be entitled to recover payment of any charges payable to third parties incurred by JTC including bank charges for transfer of monies; and

(b) JTC may deduct its fees and any expenses and disbursements from the Client Monies held by JTC at such time or times and with such frequency as JTC shall think fit or as otherwise agreed in writing with the Client and before deduction and in priority to any other fees, charges or other payments payable by the Client.

5. FOREIGN EXCHANGE SERVICE

5.1 JTC arrange, as agent, foreign exchange (‘FX’) deals to be effected on an execution only basis with the Client’s account holding Bank or approved FX provider.

5.2 JTC will select a third party FX provider (‘the Provider’) to provide online, real time FX capability to JTC and its Clients.

5.3 The use of the Provider may result in commission payments being generated for JTC. JTC will at all times endeavour to ensure, regardless of any such commission payments, that the rates being provided are equal to or better than those which would have been obtainable from dealing directly with the Client’s bank in the usual course of business. The utilisation of the Provider ensures a fair and equitable price for Clients regardless of the account holding Bank.

5.4 The margins that JTC take as a charge for providing the FX Service are detailed in Schedule 3 (specifically, the part(s) of Schedule 3 as is agreed between the Client and JTC from time to time as applying to the Client Monies).

6. LENDING SERVICE

6.1 JTC arrange, as agent, lending deals with the Client’s account holding Bank or approved third party lending consultant.

6.2 JTC will select a third party lending consultant (‘the Consultant’) to provide bespoke debt structuring solutions across all asset classes. The Consultant will work with a number of credit providers in a bid to match the requirements of the Client with the most optimum and cost effective solution.

6.3 The use of the Consultant may result in commission payments being generated for JTC. JTC will at all times endeavour to ensure, regardless of any such commission payments, that the debt structuring solutions being provided by the Consultant are equal to or better than those which would have been obtainable from dealing directly with the Client’s bank in the usual course of business.

SCHEDULE 2:

POOLED CASH MANAGEMENT SERVICE SCHEDULE

SCHEDULE 3:

JTC TREASURY SERVICES FX AND LENDING FEE SCHEDULE

FOREIGN EXCHANGE SERVICE

(ALL INFORMATION CORRECT AS AT 1 JULY 2017)

1. FEES AND CHARGES

1.1 The FX Provider shall charge a margin fee based on the GBP equivalent value of the foreign exchange deal traded.

Value of foreign exchange traded Margin applied to mid-market price (%)
£0.00 to £19,999.99 1.50
£20,000 to £49,999.99 1.00
£50,000 to £99,999.99 0.65
£100,000.00 to £249,999.99 0.55
£250,000.00 to £499,999.99 0.45
£500,000.00 to £999,999.99 0.25
£1,000,000.00 to £2,999,999.99 0.15
£3,000,000.00 and above 0.075

 

 

 

 

 

 

 

1.2 The FX Provider shall be entitled to increase the margin fee and JTC Group will provide the Client with one month's prior notification of such increase.

1.3 JTC shall be entitled to receive from the FX Provider, and by way of an arrangement fee, a proportion of the margin fee charged by the FX Provider for the foreign exchange deal, such proportion to be agreed between JTC and the FX Provider from time to time.

1.4 JTC shall be entitled to recover from Client Monies (and in priority to any other fees, charges or other payments payable by the Client) any charges payable to JTC, or charges owed to the FX Provider or other third parties but payable by JTC, including bank charges, transfer charges or arrangement fees.