JTC Treasury Services' Terms of Business

1. GENERAL

1.1  The terms and conditions specified in this document and all corresponding documents (the ‘Terms’) and the Terms of Business of JTC Group Limited and the JTC Group (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 Group and supersede any previous agreements, draft agreements, arrangements or understandings (whether in writing or not) between the Client and JTC Jersey or the JTC Group.

1.2  In the event of any inconsistencies relating to the Treasury Service, these Terms will supersede the Standard Terms of Business. Furthermore these Terms will apply to all the Treasury Services provided or arranged by JTC Jersey and supersede any other Treasury Service terms in previously agreed terms of business (if any). 

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 Records’ 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 for in relation to the Client by JTC Jersey.

‘Accrued Interest Transfer Dateshall 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 10.4.

‘Affiliates’ shall mean each holding body of JTC Jersey and each subsidiary or nominee company of such holding body which are engaged in the operation of the services described in this agreement (‘holding body’, ‘subsidiary’ and ‘nominee’ shall each have the meaning given in the Companies (Jersey) Law 1991, as amended).

‘Agreement’ shall mean the Application Form, these Terms, and the JTC Treasury Services schedules 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 Jersey in accordance with its policy for counterparty selection criteria from time to time to hold Pooled Money in the Pooled Accounts and ‘Bank’ shall mean any one of them. The Banks chosen by JTC Jersey are 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 Jersey, issued or supplemented from time to time and provided to the Client.

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

‘Cash Management Service Limits’ shall mean the limits applied by JTC Jersey that caps the percentage of Pooled Money that can be held with a particular bank in each Pooled Account. See Schedule 2 of these Terms (specifically, the part(s) of Schedule 2 as is agreed between the Client and JTC Jersey from time to time as applying to the Client Monies).

‘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 with a Bank licensed to conduct deposit-taking business chosen by JTC Jersey, in the Client's own name to hold Client Money.

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

‘Client Record’ shall mean the record which JTC Jersey 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 Jersey.

‘Foreign Exchange Service or the FX Service’ shall mean arranging as agent for foreign exchange deals to be affected on an execution only basis with the account holding Bank or approved FX provider.

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

‘JTC Group’ shall mean any of the JTC entities carrying on regulated business, duly regulated by the appropriate authority in any Relevant Jurisdiction as referred to in the Standard Terms of Business.

‘JTC Jersey’ shall mean JTC (Jersey) Limited or any of its subsidiaries carrying on regulated business, duly regulated by the appropriate authority in any Relevant Jurisdiction as referred to in the Standard Terms of Business.

‘JTC Treasury Services Entity’ shall mean any subsidiary of JTC Jersey Limited that is appointed from time to time to act as its administrative agent for the Treasury Service.

‘JTC Treasury Service Fees and Charges Schedule’ shall mean the document which sets out the fees and charges that apply to the Treasury Service. This document may be amended from time to time by JTC Jersey and is available upon request. See Schedule 2 of these Terms (specifically, the part(s) of Schedule 2 as is agreed between the Client and JTC Jersey from time to time as applying to the Client Monies).

‘JTC Treasury Services Fee Schedule’ shall mean the schedule(s) forming part of the Agreement, which outline / s the fees charged by JTC Jersey in respect of the provision of services.

‘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.

‘Pooled Accounts’ shall mean the Pooled Bank Accounts established by JTC Jersey, with Bank(s) held in the name of JTC Jersey, or in the name of any of its affiliates which holds money belonging to one or more Clients.

‘Pooled Cash Management Service’ shall mean the service which offers the Pooled Accounts which multiple Clients can participate in.

‘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 Jersey in accordance with the laws of Jersey, or under the laws of which JTC Jersey is subject to legal or regulatory duties of any kind.

‘Standard Terms of Business’ see clause 1.2.

‘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. ‘These Terms’ shall mean these Treasury Services’ Terms of Business.

‘Third Party Service Clients’ shall mean persons to whom JTC Jersey provides only Treasury Services.

‘Third Party Treasury Service’ shall meant the Treasury Service offered to parties who are not existing Clients of JTC Jersey, but rather are becoming Clients purely for JTC’s Treasury Service and who must complete an Application Form.

‘Treasury Service’ shall mean the treasury services provided by JTC Jersey, as described in Schedule 1 of these Terms.

‘Treasury Services’ shall mean any and all of the services JTC Jersey provides to the client, as detailed in the Agreement.

‘Treasury Service Terms’ see clause 1.1. ‘We, us and our’ refer to JTC Jersey. ‘You and your’ refer to the Client.

2.2  References to a ‘clause’ shall be references to a clause in these Terms.

2.3  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.

2.4 Clause headings are used for convenience and shall not affect the construction or interpretation of the clauses of these Terms. 

3. INTRODUCTION

3.1  These Terms and the Standard Terms of Business constitute the entire agreement between the Client and JTC Jersey. Clients of JTC Jersey will also receive a copy of the Standard Terms of Business. 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 recommended that the Client retains a copy of these Terms and the Standard Terms of Business for future reference.

3.2  These Terms relate solely to the Treasury Service. JTC Jersey 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 Service may be provided to existing Clients of JTC Jersey or persons connected with structures administered by JTC Jersey or Third Party Treasury Clients who have completed the Application Form and supplied required due diligence. 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. (see clause 7 ‘Best Execution’). Accordingly, any comment made by any Employee or contractor working for JTC Jersey should not be treated as being advice or a recommendation given by us and relied upon by the Client. JTC Jersey recommends that the Client seek appropriate independent professional investment or financial advice relevant to their particular circumstances before deciding to request the Treasury Service or any services from JTC Jersey, or instructing JTC Jersey to execute any transactions on behalf of the Client. The Client acknowledges that they are entirely responsible for their investment decisions and for (i) recognising any risks associated with such decisions and is not relying on JTC Jersey in this regard; and (ii) advising JTC Jersey of any matter which they wish JTC Jersey to take into account when executing transactions on their behalf. For the avoidance of any doubt, JTC Jersey does not carry on deposit taking business, and does not accept deposits.

3.3.2  When providing the Treasury Service, JTC Jersey will ordinarily select one or more Banks which offer the best available interest rate or rates. JTC Jersey may transfer Client Monies between different Banks from time to time as JTC Jersey consider in its sole discretion appropriate. The Client acknowledges that Client Monies may be placed entirely with just one Bank or with more than one Bank. JTC Jersey 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  Client Monies held in the Pooled Accounts by JTC Jersey on behalf of its clients are not covered by the Jersey Depositors' Compensation Scheme and may not be covered by equivalent schemes in other jurisdictions.

3.3.4  The JTC Treasury Services Entity may be appointed to act as administrative agent for the Treasury Service in Jersey. Information regarding the Client will be provided from time to time by JTC Jersey to its administrative agent in order to facilitate the provision of services to the Client.

3.3.5  JTC Jersey reserves the right to delegate the performance of any duties to any JTC Jersey Company or outsource to a Third Party Treasury Service provider. 

4. TAXATION

4.1  JTC Jersey does not provide tax advice and the Client acknowledges and agrees that the Client has not received any such advice from JTC Jersey. JTC Jersey recommends that the Client seek independent professional tax advice relevant to their particular circumstances before deciding to request the Treasury Service or any other services from JTC Jersey, or instructing JTC Jersey to execute any transactions on the Client’s behalf. The Client acknowledges and agrees that they are entirely responsible for the management of their own affairs for tax purposes and for advising JTC Jersey of any matter which they wish JTC Jersey to take into account when executing transactions on their behalf.

4.2  Clients who are resident outside of Jersey should note that from time to time JTC Jersey may send notice of information requirements pursuant to the EU Savings Directive or other overseas tax and/or withholding regimes with a view to ascertaining whether payment of interest on Client Money will be subject to deduction of EU Savings Directive Retention Tax, and/or any other withholdings. Interest on Client Money that is paid to such Clients will be subject to deduction of any relevant withholdings.

5. APPOINTMENT

5.1  The Client's appointment of JTC Jersey to provide the Treasury Service shall only be completed upon the Company's acceptance of the Client following the completion of Client take on process for JTC Jersey Clients or a duly completed Application Form for Third Party Treasury Service Clients.

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

5.3  In particular the Client should note that:

5.3.1  JTC Jersey may, at any time, require 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, before agreeing to provide the Treasury Service. In these circumstances, the Client agrees to promptly provide all required information or documentation as JTC Jersey may request in order to bring its enquiries to a satisfactory conclusion; 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 will need to be provided to JTC Jersey before any other transaction will be arranged and the Client agrees to provide all required information or documentation as JTC Jersey may request. Failure to provide information or documentation regarding the source of monies to be used for the Treasury Service or the Client's source of wealth may impact on JTC Jersey’s ability to provide the Treasury Service or to arrange a transaction. 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 Jersey ceasing to provide the Treasury Service to the Client.

5.4 The Client agrees to promptly provide JTC Jersey with all information and documentation as it may reasonably request, including evidence for the verification of individual entities and satisfactory explanations of transactions in order that JTC Jersey is able to comply with the requirements from time to time of (1) the anti-money laundering laws of Jersey or other Relevant Jurisdictions; (2) by any other laws of Jersey (including but not limited to the Financial Services (Jersey) Law 1998); (3), by order of the Jersey courts or any other courts of a Relevant Jurisdiction, or any public or regulatory authority of any Relevant Jurisdiction; or (4) pursuant to any order under a tax information exchange agreement between any Relevant Jurisdictions or any Relevant Jurisdiction and another jurisdiction. 

6. CLIENT MONEY

6.1  JTC Jersey 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 Jersey 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 his / her 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 (Jersey) Limited in writing at the following postal address: PO Box 1075, Elizabeth House, 9 Castle Street, St Helier, Jersey JE4 2QP, Channel Islands. 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 Jersey 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 Jersey, 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's Money is exposed to the extent of that Bank's share of total deposits (in the currency of the Client's Money) maintained in the Pooled Accounts. This means that if the failed Bank held 20% of total Pooled Money (in the currency of the Client's money) then the Client's 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's money is at risk.

6.4  JTC Jersey 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 Jersey'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’s Designated Account.

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

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 Jersey 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 may not be as favourable as those that may be available from another Bank or a Bank that has not been classified as an Approved Bank, but 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 Jersey with any and all information concerning the Client or their respective businesses which JTC Jersey may reasonably require for the provision of the Treasury Services.

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

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

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 Jersey 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 Jersey by the Client is the property of the Client or such person nominated to JTC Jersey by the Client and the Client confirms that the person introducing it has the capacity to so introduce it 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 JTC Jersey (including any tax scheme in which it is involved) and is not relying on JTC Jersey or its Employees to give such advice and will, if requested by JTC Jersey, promptly provide JTC Jersey 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 that is the case, it will promptly provide the applicable DOTAS reference number to JTC Jersey.

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 8.8, (ii) the Client will on request from JTC Jersey from time to time provide details of such compliance to JTC Jersey, 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 Jersey.

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 Jersey shall arrange for the transfer of the following amounts on each Accrued Interest Transfer Date: accrued interest recorded in the Accrued Interest Records immediately prior to each accrued interest transfer date, relevant to each Client:

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

10.1.2  all taxes due to be paid by JTC Jersey 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 Jersey may arrange to pay the Client the Accrued Interest Sum from its own money and JTC Jersey 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 Jersey 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 subject to Schedule 2 of these terms (specifically, the part(s) of Schedule 2 as is agreed between the Client and JTC Jersey from time to time as applying to the Client Monies) a Client can request all or part of their 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 the from 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 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 Jersey may refuse or limit a withdrawal if said 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 Jersey must be satisfied as to the source of the Client Money. lf JTC Jersey have any doubts as to the source of Client Money they 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 Service.

11.9  No penalty will be imposed on the Client on termination of the Agreement but JTC Jersey shall be entitled to charge the Client any fees which may be outstanding, any expenses necessarily incurred by JTC Jersey 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 Jersey 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 Jersey 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 Jersey, and may be used by JTC Jersey in the event of a dispute. JTC Jersey shall have the authority to deliver copies or transcripts of such recordings to any court or regulatory authority of competent jurisdiction as JTC Jersey 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 Jersey using e-mail or other electronic means, then JTC Jersey 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 Service. 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 Jersey 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 Jersey as agreed previously, and any fees which may be chargeable by the Banks.

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

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

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

15.5  JTC Jersey shall have a security interest in the Client Money with respect to payment due to JTC Jersey in connection with payment of fees, charges and accrued interest loan, as well as any other sums due to JTC Jersey.

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 these Terms unless both the Client and JTC Jersey 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 Jersey to take proceedings against the Client as relevant in any other court of competent 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 Jersey hereunder and any claim that any such proceedings have been brought in an inconvenient forum and further irrevocably agrees that a judgement in any proceedings brought in any such Court shall be conclusive and binding upon the Client or JTC Jersey 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 Jersey.

17.2  Subject to any applicable laws, regulations or rules, JTC Jersey may at any time assign its rights and obligations under the Agreement to another member of JTC Jersey or a company or firm authorised to carry out equivalent business in the jurisdiction where the Treasury Service is provided. 

18. ADVICE AND COMMISSIONS

18.1  JTC Jersey is authorised to act and entitled to rely on advice from the Client or any person they believe 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 Jersey may communicate with the Client and third parties by fax or e-mail. JTC Jersey will not be liable for misdirection, interception, corruption or failure of any communication sent by fax or e-mail. JTC Jersey has no duty to make enquiries as to the authenticity of such advice.

18.2  Please note that neither JTC Jersey nor its Employees provide legal, investment, accountancy or tax advice.

18.3  If applicable, any commissions including retrocession income received by JTC Jersey 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 Jersey's fee for the provision of the Service. JTC Jersey may also retain a share of any margin generated in relation to the Foreign Exchange Service in accordance with the terms of Schedule 3. 

18.4 JTC Jersey may rely upon, and is authorised by the Client to act upon instructions given by letter, fax or other means of electronic communication that is received by JTC Jersey 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 Jersey 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 Jersey as having authority to give instructions on the Client’s behalf, or by any person that JTC Jersey reasonably believes to be duly authorised by the Client to give such instructions. 

18.6 JTC Jersey 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 Jersey, 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 Jersey or Employee such instructions: 

18.7.1 are not sufficiently clear or precise or do not contain enough information to allow JTC Jersey 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 Jersey or an Employee; or 

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

19. Liability

To the extent permitted by any applicable law: 

19.1 JTC Jersey and all of its affiliates and Employees shall not 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 licensed 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 Service or loss of or damage to any documents in the possession of JTC Jersey resulting from acts, events or circumstances not reasonably within JTC Jersey's control, (including but not limited to any action or inaction by any delegate, 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 Jersey 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 Jersey nor any of its Employees shall be liable for and the Client undertakes at all times to hold JTC Jersey and its Employees harmless and to indemnify and to keep indemnified JTC Jersey 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 us for all costs and expenses (including legal and other professional fees) which are incurred by us 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 Jersey are continuing to provide the Treasury Service and without prejudice to any other indemnity given in our favour. 

19.4  JTC Jersey’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 you, which is ascribed to us by a court of competent jurisdiction allocating proportionate responsibility to us, having regard to the contribution to the loss or damage in question of any other person responsible and/or liable to you 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 our part.

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

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

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

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

19.9  No statutory terms, including warranties condition 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 Jersey nor the Employees 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 is 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 JTC Jersey or the Employees, who or which is appointed, designated or empowered to act as director, officer, employee, agent, individual, trustee, manager, signatory or shareholder or holder of any general or special power of attorney with respect to the Client.

19.11  JTC Jersey 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 it at its discretion 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 Jersey 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 Jersey, 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 Jersey nor the Employees 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 Jersey 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 Jersey where no such authority has properly been given.

19.15  JTC Jersey 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 codes of practice or other laws or regulations or codes of practice (whether binding or non-binding) applicable to JTC Jersey (including any Employee) or the Client.

19.16  Nothing in these Terms shall limit the manner in which JTC Jersey 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 Jersey 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 Jersey or 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 Jersey;

20.1.3  any action is deemed to be required by JTC Jersey 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 Jersey shall have given reasonable notice (such notice period to be determined in JTC Jersey’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 Jersey 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 or utilise any assets of the Client in or towards the satisfaction of any such demand.

20.2  No liability shall attach to JTC Jersey 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 Jersey 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 Jersey 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) deliveredpersonallyshallbedeemedtohavebeengivenatthetimeofsuchdelivery; 

(b) sentbyletterpostshallbedeemedtohavebeengiven7daysafterposting;

(c) sentbyelectronicmeansshallbedeemedtohavebeengivenatthetimeoftransmission. 

22. COMPLAINTS

22.1 Should a Client be dissatisfied with any aspects of the Treasury Service, they should write to JTC Jersey 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 Jersey complaints procedures, which are available on request.

23. TERMINATION

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

23.2  The Client may terminate the Treasury Service by giving written notice to JTC (Jersey) Limited at the following postal address: PO Box 1075, Elizabeth House, 9 Castle Street, St Helier, Jersey JE4 2QP, 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 Jersey may decide, in its absolute discretion, to place all or some Client Money into the Bespoke Cash Management Service, provided that JTC Jersey shall have given reasonable notice (such notice period to be determined in JTC Jersey’s absolute discretion) to the Client. Following consideration and acceptance by the JTC Jersey of the Client's application to receive the Treasury Service, the Client shall place the minimum sum that JTC Jersey 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 Clients 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 Jersey will be limited to (i) deciding which Banks to place the money with (subject to any restrictions outlined in the Client Instructions); and (ii) determining the period or basis upon which 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 Jersey 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 Jersey shall have given reasonable notice (such notice period to be determined in JTC Jersey’s absolute discretion) to the Client.

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

2.3  JTC Jersey 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 to JTC Jersey to take any action, or refrain from taking action, that results in a breach of law or regulation in Jersey or any other Relevant Jurisdiction. JTC Jersey reserves the right not to comply with requests that they believe will potentially result in contravention of any law or regulation or reputational damage.

2.5  Other than the Client’s own 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 Jersey 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)  thepercentageofmoneyontheCallReserve;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 Jersey may amend the Cash Management Service Limited at its discretion and any changes will be effective immediately. 

3. BESPOKE POOLED CASH MANAGEMENT SERVICE

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

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

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

3.4  JTC Jersey 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 JTC Jersey to take any action, or refrain from taking action, that results in a breach of law or regulation in Jersey or any other Relevant Jurisdiction. JTC Jersey reserves the right not to comply with requests that they believe will potentially result in contravention of any law or regulation or reputational damage.

3.6  The Client and or JTC Jersey 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)  theClientsspecificliquidityrequirements;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 fees incurred. 

4. FOREIGN EXCHANGE SERVICE

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

4.2  A third party FX platform provider (‘the Provider’) has been selected by JTC Jersey to provide online, real time FX capability to JTC Jersey and its Clients. The Provider obtains real time quotes from a number of financial institutions and ensures pricing risk can be mitigated in a consistent and efficient manner. 

4.3  The use of the Provider will result in an element of commission payments being generated for JTC Jersey however JTC Jersey will endeavour to ensure that the rates being provided are equal or better than those which would have been obtainable from dealing directly with the Client’s bankers in the usual course of business. The utilisation of the FX platform ensures a fair and equitable price for Clients regardless of the account holding Bank.

4.4  The chosen Provider is eWealthGlobal Group Limited (‘eWG’) is a ‘FinTech’ business through deployment of the eFX platform to support online execution only of foreign exchange for physical delivery transactions for both corporate and individual clients. The basis upon which eWG operate and the key terms that are applicable are as follows:

4.4.1  All transactions are fully matched with no position taking.

4.4.2  eFX Solutions is a trading name of eWG and The Currency Cloud (‘TCC’).

4.4.3  eWG is registered with the Jersey Financial Services Commission.

4.4.4  The eFX platform is authorised by the Financial Conduct Authority under the Electronic Money Regulations 2011 and the Payment Services Regulations for the issuing of electronic money and the provision of payment services with FCA register number 900199.

4.4.5  Ancillary to eWG's FinTech business model, eWG operates settlement accounts with Santander in Jersey. These are in place solely to enable the electronic settlement of currency exchange transactions (strictly no cash or cheques). All accounts are titled ‘eFX Solutions Settlement Account’, there is no 'holding' of any client funds, and they are segregated from eWG's office account

4.4.6  The settlement accounts function purely as a ‘flow through’ for instantaneous outward payments in settlement of the currency exchanges under automated straight through settlement processing using unique trade reference ID’s with balances being maintained at zero. All the outward payments from these accounts are in favour of TCC, and received into TCC's segregated account at Barclays PLC Head Office, Churchill Place London distinguishing the account from any account containing money belonging to TCC or eWG.

4.4.7  TCC processes the client's payment directly to the end recipient in accordance with the client's instruction and utilising dual authorisation on its platform and the client receives an instant automated payment confirmation in relation to delivery of its purchased currency.

4.4.8  The Boards of eWG and TCC have implemented a strict ‘zero market risk policy’ and eWG trading as eFX cannot act as a market maker, nor take foreign exchange trading positions on its own behalf (Proprietary Positions).

4.4.9  eWG trading as eFX does not buy or sell currency in the market as all client trades are fully auto- matched at the time the client executes an order over the eFX platform. By adopting this strict execution policy eFX is not putting either the client funds or its own capital at risk.

4.4.10  In the unlikely event that eWG/TCC cease trading and go into administration, funds received are identified through the unique client trade reference code and will be returned to the client.

4.5 A schedule of margins that JTC Jersey take as a charge for providing this service are detailed in Schedule 3 of these Terms (specifically, the part(s) of Schedule 2 as is agreed between the Client and JTC Jersey from time to time as applying to the Client Monies).

 

SCHEDULE 2: POOLED CASH MANAGEMENT SERVICE SCHEDULE 

PART 1 (SERIES A: LIQUID) 

(ALL INFORMATION CORRECT AS AT 1 NOVEMBER 2015) 

1. SPECIAL TERMS

(a)  Currency: GBP, USD and EUR.

(b)  Access available same day, if instructions to withdraw are received within the Cut-Off time, and subject to clause 11 of these Terms.

2. NOTICE PERIOD FOR AMENDMENT OF ANY PROVISIONS OF THIS SCHEDULE

(a) 30 days.

3. CASH MANAGEMENT SERVICE LIMITS

(a)  The minimum number of Banks: two, save in exceptional circumstances and if subject to approval by the Banking Committee.

(b)  The maximum percentages of the Pooled Money to be held in the Pooled Accounts at each Bank: 70%, save in exceptional circumstances and subject to approval by the Banking Committee.

(c)  TheminimumpercentageheldintheCallReserve:30%.

(d)  The maximum term of notice accounts or fixed accounts: 200 days.

4. INTEREST APPLICATION DATES

(a) Quarterly, on the last calendar day of March, June, September and December.

5. FEES AND CHARGES

5.1  JTC Jersey shall be entitled to recover payment of any charges payable to third parties incurred by JTC Jersey including bank charges for transfer of monies. JTC Jersey may deduct its fees and any expenses and disbursements from the Client Monies held by JTC Jersey at such time or times and with such frequency as JTC Jersey 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.

5.2  JTC Jersey shall be entitled to the following fees in respect of the provision of the Treasury Service in relation to the Pooled Cash Management Service:

5.2.1  JTC Jersey shall charge the Cash Management Fee on Client Monies held in the Pooled Accounts. 

5.2.2  JTC Jersey may also charge the following maximum fee (tier charge) from the Net Return having regard to the balance of Client Monies held in the Pooled Account against each client record: 

Balance held in Pooled Account 

Maximum tier charge fee deducted from Net Return 

£0.00 to £49,999.99 

0.50% 

£50,000 to £499,999.99 

0.40% 

£500,000 to £999,999.99 

0.25% 

£1,000,000.00 and above 

0.10% 

NOTE: for EUR and USD Pooled Accounts the charges will be reflected in tiers in their respective currencies and may vary, however, will not exceed the above maximum charge. 

5.2.3  JTC Jersey shall be entitled to increase the tier charge fee on one month's notification to the Client of such increase. 

6. DEFINITIONS AND INTERPRETATIONS

6.1 In this schedule words and expressions have the following meanings:

‘Cash Management Fee’ shall mean the lesser of the Gross Return and a maximum of 30 basis points (0.30%) per annum.

‘Gross Return’ shall mean the gross interest earned on the pooled monies in the Pooled Cash Management Service (GBP).

Net Return’ shall mean the Gross Return less the Cash Management Fee.
 

PART 2 (SERIES B: NOTICE) 

(ALL INFORMATION CORRECT AS AT 1 NOVEMBER 2015) 

1. SPECIAL TERMS

(a)  Currency: GBP, USD and EUR.

(b)  Withdrawal available following the provision of the specified notice period as agreed with the Client, and subject to clause 11 of these Terms.

2. NOTICE PERIOD FOR AMENDMENT OF ANY PROVISIONS OF THIS SCHEDULE

(a) 30 days.

3. CASH MANAGEMENT SERVICE LIMITS

(a)  The minimum number of Banks: two, save in exceptional circumstances and if subject to approval by the Banking Committee.

(b)  The maximum percentages of the Pooled Money to be held in the Pooled Accounts at each Bank: 70%, save in exceptional circumstances and subject to approval by the Banking Committee.

4. INTEREST APPLICATION DATES

(a) Dependent on the terms of the notice accounts provided by the chosen Banks and notified to the Client when disclosing the required notice period for withdrawal.

5. FEES AND CHARGES

5.1  JTC Jersey shall be entitled to recover payment of any charges payable to third parties incurred by JTC Jersey including bank charges for transfer of monies. JTC Jersey may deduct its fees and any expenses and disbursements from the Client Monies held by JTC Jersey at such time or times and with such frequency as JTC Jersey 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.

5.2  JTC Jersey shall be entitled to the following fees in respect of the provision of the Treasury Service in relation to the Pooled Cash Management Service:

5.2.1  JTC Jersey shall charge the Cash Management Fee on Client Monies held in the Pooled Accounts.

5.2.2  JTC Jersey may also charge the following maximum fee (tier charge) from the Net Return having regard to the balance of Client Monies held in the Pooled Account against each client record: 

Balance held in Pooled Account 

Maximum tier charge fee deducted from Net Return 

£0.00 to £49,999.99 

0.50% 

£50,000 to £499,999.99 

0.40% 

£500,000 to £999,999.99 

0.25% 

£1,000,000.00 and above 

0.10% 

NOTE: for EUR and USD Pooled Accounts the charges will be reflected in tiers in their respective currencies and may vary, however, will not exceed the above maximum charge. 

5.2.3 JTC Jersey shall be entitled to increase the tier charge fee on one month's notification to the Client of such increase.

6. DEFINITIONS AND INTERPRETATIONS

6.1 In this schedule words and expressions have the following meanings:

‘Cash Management Fee’ shall mean the lesser of the Gross Return and a maximum of 30 basis points (0.30%) per annum.

‘Gross Return’ shall mean the gross interest earned on the pooled monies in the Pooled Cash Management Service (GBP).

‘Net Return’ shall mean the Gross Return less the Cash Management Fee. 
 

PART 3 (SERIES C: FIXED) 

(ALL INFORMATION CORRECT AS AT 1 NOVEMBER 2015) 

1. SPECIAL TERMS

(a)  Currency: GBP, USD and EUR.

(b)  Withdrawal available following the maturity of the fixed deposit as agreed with the Client, and subject to clause 11 of these Terms.

2. NOTICE PERIOD FOR AMENDMENT OF ANY PROVISIONS OF THIS SCHEDULE

(a) 30 days.

3. CASH MANAGEMENT SERVICE LIMITS

(a)  The minimum number of Banks: two, save in exceptional circumstances and if subject to approval by the Banking Committee.

(b)  The maximum percentages of the Pooled Money to be held in the Pooled Accounts at each Bank: 70%, save in exceptional circumstances and subject to approval by the Banking Committee.

4. INTEREST APPLICATION DATES

(a) Dependent on the terms of the fixed deposit accounts provided by the chosen Banks and notified to the Client when disclosing the required notice period for withdrawal.

5. FEES AND CHARGES

5.1  JTC Jersey shall be entitled to recover payment of any charges payable to third parties incurred by JTC Jersey including bank charges for transfer of monies. JTC Jersey may deduct its fees and any expenses and disbursements from the Client Monies held by JTC Jersey at such time or times and with such frequency as JTC Jersey 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.

5.2  JTC Jersey shall be entitled to the following fees in respect of the provision of the Treasury Service in relation to the Pooled Cash Management Service:

5.2.1  JTC Jersey shall charge the Cash Management Fee on Client Monies held in the Pooled Accounts.

5.2.2  JTC Jersey may also charge the following maximum fee (tier charge) from the Net Return having regard to the balance of Client Monies held in the Pooled Account against each client record: 

Balance held in Pooled Account 

Maximum tier charge fee deducted from Net Return 

£0.00 to £49,999.99 

0.50% 

£50,000 to £499,999.99 

0.40% 

£500,000 to £999,999.99 

0.25% 

£1,000,000.00 and above 

0.10% 

NOTE: for EUR and USD Pooled Accounts the charges will be reflected in tiers in their respective currencies and may vary, however, will not exceed the above maximum charge. 

6. DEFINITIONS AND INTERPRETATIONS

6.1 In this schedule words and expressions have the following meanings:

‘Cash Management Fee’ shall mean the lesser of the Gross Return and a maximum of 30 basis points (0.30%) per annum.

‘Gross Return’ shall mean the gross interest earned on the pooled monies in the Pooled Cash Management Service (GBP).

‘Net Return’ shall mean the Gross Return less the Cash Management Fee. 
 

PART 4 (BESPOKE POOLED CASH MANAGEMENT SERVICE) 

(ALL INFORMATION CORRECT AS AT 1 NOVEMBER 2015) 

1. SPECIAL TERMS

(a)  Currency: any currency that is provided by the chosen Bank.

(b)  Withdrawal available as agreed by the Client on a Match Fund Basis, and subject to clause 11 of these Terms.

2. NOTICE PERIOD FOR AMENDMENT OF ANY PROVISIONS OF THIS SCHEDULE

(a) 30 days.

3. CASH MANAGEMENT SERVICE LIMITS

(a)  The minimum number of Banks: as agreed by the Client.

(b)  The maximum percentages of the Pooled Money to be held in the Pooled Accounts at each Bank: to be determined by the Client.

4. INTEREST APPLICATION DATES

(a) Dependent on the terms of the fixed deposit accounts, notice accounts or instant access accounts provided by the chosen Banks and notified to the Client when disclosing the required notice period for withdrawal.

5. FEES AND CHARGES

5.1  JTC Jersey shall be entitled to recover payment of any charges payable to third parties incurred by JTC Jersey including bank charges for transfer of monies. JTC Jersey may deduct its fees and any expenses and disbursements from the Client Monies held by JTC Jersey at such time or times and with such frequency as JTC Jersey 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.

5.2  JTC Jersey shall be entitled to the following fees in respect of the provision of the Treasury Service in relation to the Bespoke Pooled Cash Management Service:

5.2.1 JTC Jersey shall charge a maximum of 30 basis points (0.30%) per annum Cash Management Fee on Client Monies held in the Bespoke Pooled Cash Management Service.

6. DEFINITIONS AND INTERPRETATIONS

6.1 In this schedule words and expressions have the following meanings:

‘Cash Management Fee’ shall mean the lesser of the Gross Return and a maximum of 30 basis points (0.30%) per annum.

‘Gross Return’ shall mean the gross interest earned on the pooled monies in the Pooled Cash Management Service (GBP).

‘Net Return’ shall mean the Gross Return less the Cash Management Fee.
 

PART 5 (BESPOKE CASH MANAGEMENT SERVICE) 

(ALL INFORMATION CORRECT AS AT 1 NOVEMBER 2015) 

1. SPECIAL TERMS

(a)  Currency: any currency that is provided by the chosen Bank.

(b)  Withdrawal available as agreed by the Client on a Match Fund Basis, and subject to clause 11 of these Terms.

2. NOTICE PERIOD FOR AMENDMENT OF ANY PROVISIONS OF THIS SCHEDULE

(a) 30 days.

3. CASH MANAGEMENT SERVICE LIMITS

(a)  The minimum number of Banks: as agreed by the Client.

(b)  The maximum percentages of the Pooled Money to be held in the Pooled Accounts at each Bank: to be determined by the Client.

4. INTEREST APPLICATION DATES

(a) Dependent on the terms of the fixed deposit accounts, notice accounts or instant access accounts provided by the chosen Banks and notified to the Client when disclosing the required notice period for withdrawal.

5. FEES AND CHARGES

5.1  JTC Jersey shall be entitled to recover payment of any charges payable to third parties incurred by JTC Jersey including bank charges for transfer of monies. JTC Jersey may deduct its fees and any expenses and disbursements from the Client Monies held by JTC Jersey at such time or times and with such frequency as JTC Jersey 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.

5.2  JTC Jersey shall be entitled to the following fees in respect of the provision of the Treasury Service in relation to the Bespoke Cash Management Service:

5.2.1 JTC Jersey shall charge a maximum of 30 basis points (0.30%) per annum Cash Management Fee on Client Monies held in the Bespoke Cash Management Service. 

 

SCHEDULE 3: JTC TREASURY SERVICES FEE SCHEDULE 

FOREIGN EXCHANGE SERVICE 

(ALL INFORMATION CORRECT AS AT 1 NOVEMBER 2015) 

1. FEES AND CHARGES

1.1  JTC Jersey shall be entitled to recover payment of any charges payable to third parties incurred by JTC Jersey including bank charges for transfer of monies. JTC Jersey may deduct its fees and any expenses and disbursements from the Client Monies held by JTC Jersey at such time or times and with such frequency as JTC Jersey 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.

1.2  JTC Jersey shall be entitled to the following fees in respect of the provision of the Treasury Service in relation to the Foreign Exchange Service:

1.2.1 JTC Jersey shall charge a margin fee based in the 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 

1.2.2 JTC Jersey shall be entitled to increase the margin on one month's notification to the Client of such increase.