LEGAL

Standard Terms & Conditions

Last updated: June 2024

The following terms and conditions apply to, and form an integral part of, the Agreement between the Client and Bellerive Trust Limited.

Definitions

In these Standard Terms, the following terms shall have the meanings set out beside them:

“Agreement” means the binding contract between Bellerive and the Client constituted by the application form, applicable fee schedules and these Terms.
“Bellerive” means Bellerive Trust Limited, a company registered in Guernsey, and all of its secondary fiduciary licensees (including without limitation Whitfield Management Limited, Charlotte Management Limited, Goodge Nominees Limited, and Fitzrovia Secretaries Limited) and any other company doing business under the name “Bellerive” in connection with the Services.
“British Islands” means the United Kingdom, Channel Islands, and/or Isle of Man.
“Business Day” means a day, other than Saturday, Sunday or a Guernsey public holiday, where banks in Guernsey are open for non-automated business.
“CDD” means due diligence information and documentation on the identity and activities and sources of wealth and funds of Clients and Structures and their beneficial owners.
“Client” means the person identified as the client in the application form submitted to Bellerive and forming part of this Agreement.
“CRS-FATCA” means any applicable legislation and regulations relating to disclosure of financial institution account information to foreign tax authorities.
“Electronic Communication” means enquiries, instructions or guidance relating to the Services sent by telephone, facsimile machine, e-mail or social media.
“Fiduciaries Law” means the Regulation of Fiduciaries, Administration Businesses and Company Directors, etc. (Bailiwick of Guernsey) Law, 2020.
“Force Majeure” means situations beyond the control of Bellerive making provision of Services illegal, unsafe or impossible, including war, terrorism, pandemic, change of law, or governmental or regulatory decision materially restricting the provision of Services.
“Services” mean the fiduciary services, regulated by the Fiduciaries Law, provided by Bellerive and such other services as Bellerive may agree with the Client in writing from time to time.
“Structure” means, collectively, all of the trusts, companies, partnerships, foundations, and other legal entities for which Bellerive provides Services for the Client.
“Terms” means these standard terms and conditions, as they may be amended from time to time.

Services

Where Bellerive notifies its acceptance to the Client to provide the Services requested pursuant to a duly completed application form, a binding contract shall exist between Bellerive and the Client. The application form, applicable fee schedules and these Terms shall constitute a complete written Agreement between the Client and Bellerive.

Where Bellerive provides Services in a fiduciary capacity (including as trustee, protector, resident agent, director or partner), the Client acknowledges that Bellerive has a duty to act in the best interests of the entity and all who have a beneficial interest, and that such duties may from time to time require Bellerive to act otherwise than in accordance with Client instructions.

Bellerive may engage professional advice and assistance where it deems necessary to fulfil its legal and fiduciary duties. The costs of such advice shall be borne by the Structure or, if unavailable, paid by the Client.

Bellerive has the right to refuse or disregard any instruction which, in its absolute discretion, it deems to be unlawful or have a material risk of resulting in unlawful activity in any applicable jurisdiction.

None of the Services and no communication from Bellerive includes any tax, legal, investment or other advice. Any advice sought by Bellerive from professionals is for the use and reliance of Bellerive and the Structures only, and may not be relied on by the Client without the express consent of Bellerive and the professional advisor.

Due Diligence and Regulatory Compliance

The Client acknowledges that Bellerive is regulated by the Guernsey Financial Services Commission and has extensive obligations for the deterrence of financial crime. Bellerive’s obligations include maintaining adequate CDD, not engaging in Services until CDD is adequately completed, and reporting suspicion of financial crime to competent authorities without alerting Clients.

Bellerive may, without penalty or liability, refuse to engage in, suspend or cease Services at any time where it deems that providing such Services would contravene or elevate the risk of contravening its regulatory obligations.

The Client shall promptly provide Bellerive with such CDD as Bellerive may from time to time require and shall procure such CDD from persons connected to the Structure who are not Clients.

Communications

Bellerive, its employees and agents may act on written, oral or Electronic Communication for guidance or instructions from the Client or duly appointed agent of the Client.

The Client accepts the risk of actual or ostensible Electronic Communication being received by Bellerive. Bellerive shall not be responsible for any claim, dispute, loss or expense arising as a result of Bellerive’s reliance on Electronic Communication. The Client shall take all reasonable security measures to ensure that its Electronic Communication to Bellerive cannot be intercepted or altered prior to receipt. Bellerive may disregard any communications received via facsimile machine or social media at its sole discretion.

Warranties

The Client warrants to Bellerive that:

All information submitted to Bellerive is true and accurate in all material respects.
None of the funds or assets are the proceeds of crime and none are intended for the funding of terrorism or illegal proliferation of weapons.
They are solvent and not subject to any material claims or encumbrances on their assets other than as disclosed to Bellerive.
Where a corporate entity, they are in good standing and not subject to any order or procedure relating to winding-up, dissolution, strike-off, bankruptcy or administration.
There are no material disputes relating to the ownership of any assets.
There is no material fact undisclosed by the Client to Bellerive which could reasonably be expected to affect Bellerive’s assessment of the Client or the Structure.

Client Undertakings

The Client undertakes, during the term of the Agreement, to:

Provide up to date CDD in a timely manner.
Avoid any activity which could reasonably be anticipated to harm the reputation of Bellerive or the reputation of Guernsey as a place of business.

The Client shall inform Bellerive promptly of any matter which may reasonably be anticipated to have a material effect on the Structure, including:

Investigations or legal actions by competent authorities relating to the Client, the Structure or persons or assets connected to the Structure.
The death or incapacity of any person connected to the Structure.
Any breach of a warranty or representation in the Agreement.
Any material fact within the knowledge of the Client previously undisclosed to Bellerive.

Fees

Bellerive’s fees will be recorded for its Services in accordance with its fee schedule published from time to time. Following establishment of the Structure, the Client shall procure that the Structure holds cash equal to at least two years of Bellerive’s annual fees for administering the Structure.

Upon termination of the Agreement, no portion of annual fees already paid shall be reimbursed, reduced or returned, and any outstanding fees shall be payable forthwith in full.

In respect of fees charged in addition to agreed-upon annual fees, Bellerive’s fees will be based upon factors including: the time spent on the work; the monetary amount involved; any specialist knowledge required; the number, length and complexity of documents; the importance and urgency of the matter; and the overall complexity of the matter.

Bellerive may charge the Structure for disbursements incurred in the course of the Services, including advisor fees, regulatory fees, filing fees, stamp duties, taxes, penalties, and fees of fiduciary service providers in other jurisdictions.

Payment of any fee note or invoice is due immediately. An additional charge for collection may be made where payment is overdue, with interest at Bank of England base rate plus 2% per annum on amounts not settled within thirty (30) days.

Retention of Client Documentation & Disclosure

Bellerive may retain Client records for at least six (6) years from the termination of the Structure or of the Services, and may keep them longer as reasonably required for regulatory or legal requirements. Bellerive has the right to destroy all such files at such time as it considers appropriate unless Bellerive has been requested by the Client to instead transmit the records to the Client at the Client’s expense.

The Client shall provide such information as Bellerive may require for the purposes of complying with CRS-FATCA. The Client acknowledges that Bellerive shall make all CRS-FATCA disclosures required by law.

Payments

It is the Client’s responsibility to ensure the accuracy of banking details for the purpose of transmitting funds to Bellerive. The Client acknowledges that some fraudsters may attempt to pass themselves off as representatives of financial institutions, including Bellerive. It is the Client’s responsibility to ensure that they communicate only with real and legitimate staff and representatives of Bellerive.

Force Majeure

Bellerive may not be compelled to provide Services, and shall not be held liable for any refusal or inability to fully provide services, where situations beyond its control make such provision illegal, unsafe or impossible. Force Majeure events include: war, insurrection, terrorism, riot, rebellion or civil disturbance; tempest, storm, fire, pandemic, utility failure or accident; or change of law, court order, police intervention, imposition of sanctions, or governmental or regulatory decision or ruling materially restricting the provision of Services.

Limitations on Liability

Bellerive shall not have any liability for any loss, damage, costs or expenses which the Client, Structure or any beneficiary suffers or incurs arising out of the provision of the Services unless such loss arises from the gross negligence or own fraud on the part of Bellerive.

The Client shall not make any claim against any individual Bellerive director, officer, agent or staff member, and shall indemnify and hold harmless any such individual from and against any claim made relating to or arising from any of the Services.

Bellerive shall not be liable for: (i) indirect or consequential loss or loss of anticipated profit; (ii) any amount for which the Client has been compensated by insurance; (iii) more than one claim in respect of the same fact, matter or circumstance; or (iv) any act, omission or occurrence for which a claim is not notified to Bellerive within two (2) years of such act, omission or occurrence.

Conflicts

Bellerive reserves the right to provide Services to other clients who may be in competition with the Client or whose interests may not coincide with those of the Client. A Client informed of such a conflict who does not object in writing within ten (10) days shall be deemed to waive any objection.

The Client acknowledges and waives any conflict resulting from the beneficial owners and certain directors of Bellerive and its group of companies also being directors and administrators of other companies administered by the Bellerive group, clients of Bellerive and other fiduciary companies, and/or sources of funding for financing offers to the Client.

Termination

Bellerive may, without penalty, terminate the provision of its Services upon written notice to the Client and take steps to resign its representatives, liquidate or dissolve the Structure, or transfer any element of the Structure to another service provider, upon the occurrence of any of the following: any fee remaining unpaid; breach by the Client of any obligation under these Terms; any warranty or representation being incorrect or misleading; Force Majeure persisting for more than 30 days; or performance of the Services becoming unfeasible due to legal restrictions.

Bellerive may also terminate without penalty at any time on giving the Client thirty (30) days’ written notice. Upon termination, all fees payable in respect of the Services shall become due and payable forthwith. The Client shall procure a replacement service provider, failing which Bellerive may at its discretion procure an alternate provider.

Notices

Notices pursuant to these Terms may be made by hand delivery, by signed-for post or by email:

To Bellerive:
Kingsway House, Havilland Street, St Peter Port, Guernsey GY1 2QE
Email: legal@bellerivetrust.com

Notices by hand delivery or email arriving before 17:00 Guernsey time on a Business Day shall be deemed delivered on such day. Notices sent by signed-for post from the British Islands shall be deemed delivered on the second Business Day after posting, or on the tenth Business Day in any other case.

Data Protection

The Services are provided pursuant to the Bellerive Privacy Policy, published at www.bellerivetrust.com/privacy. Any update to the Privacy Policy notified to the Client will be deemed accepted unless written objection is received within ten days after notification.

Bellerive may use, store, transfer or otherwise process personal and other information about the Client or the Structure for the purpose of fulfilling its obligations and services, including compliance obligations under the laws of Guernsey.

The Client authorises Bellerive to collect and keep records of criminal data (including police background checks and media reports) for CDD purposes, and any health data voluntarily disclosed for the purpose of fulfilling Bellerive’s fiduciary duties. The Client acknowledges that Bellerive may be required by law, regulation or court order to disclose certain Client Data to public authorities, including Guernsey Revenue Service, regulators and law enforcement authorities.

Complaints Procedure

If any matters need to be discussed arising from the Services provided by Bellerive, these should be directed in the first instance to the Managing Director of Bellerive at wayne.bertrand@bellerivetrust.com.

A Client which meets certain criteria (including but not limited to individuals and some small businesses) may be entitled to bring their complaint to the Financial Services Ombudsman if it is not resolved satisfactorily. The Financial Services Ombudsman may be contacted at +44 (0)1481 772 218, enquiries@ci-fo.org or PO Box 114, Jersey JE4 9QG.

Variation & Governing Law

Bellerive may propose amendments to these Terms by publishing them on its website at www.bellerivetrust.com/terms and notifying the Client. Where the Client provides no written objection within ten (10) days of being notified, they are deemed to consent to the amendments.

These Terms shall be interpreted and construed in accordance with the laws of Guernsey and the parties hereby submit to the exclusive jurisdiction of the courts of Guernsey with respect to any dispute relating to or arising from the Agreement, including these Terms.