TERMS AND CONDITIONS
Effective 1 December 2022

The following comprise the Terms and Conditions governing the relationships between (1) Turnstone (Isle of Man) Limited (the “Administrator”, and the expression “Indemnified Person” means the Administrator and each of its employees, agents, officers and servants from time to time), (2) the relevant company, partnership, limited partnership, trust, foundation, association, or other person, whose details are set out in the Letter to which the Administrator provides or is to provide services (the “Managed Entity”) and (3) the beneficial owner(s) of the Managed Entity (the “Owner”).

The Services to be provided (the “Services”) are detailed in the letter of engagement, and/or the client application form ( the “Client Application Form”) (as amended from time to time) and/or any fee schedule ( the “Fee Schedule”) (collectively the “Letter”) to which these Terms and Conditions are attached and should be read in conjunction with the Letter. The Letter and/or the client Application Form, and/or the Fee Schedule and these Terms and Conditions constitute the basis on which the Administrator is to provide services to the Managed Entity (and together constitute the “Agreement”).

The Owner gives the undertakings and indemnities set out herein in consideration for the Administrator agreeing to provide the Services to the Managed Entity.

1. The Administrator’s duties

1.1 The Administrator is appointed to act by the Managed Entity and its duties are owed solely to the Managed Entity on the basis of these Terms and Conditions. The Administrator will provide the Services (or such other services as may be agreed in writing between the Managed Entity and the Administrator) with the reasonable skill and care of a professional corporate service provider in all cases as soon as reasonably practical.

1.2 The Administrator is expressly authorised in rendering the services to act on and rely upon the communications advice received from each managed entity and/or the Owner and all matters concerning any each Managed Entity and its business. The Administrator may rely on such communications or advice whether communicated orally, electronically (including email) or in writing (including by fax) and with or without authentication.
1.3 Notwithstanding the above Turnstone may, any time, do or refrain from doing any act if at its absolute discretion it considers it proper to do so in connection with its duties to each Managed Entity, or in order to comply with the laws or industry guidance of any country having jurisdiction over each managed entity or Turnstone including, in particular, (but without limitation) the Financial Services Act 2008, the Anti-Money Laundering and Countering the Financing of Terrorism Code 2019 which is amended or rein acted from time to time, any legislation, statutory instruments and codes of practice enforce from time to time relating to the prevention of Money Laundering and Countering the Financing of Terrorism. The administrator shall not have any liability to any managed entity or the owner thereunder for acting, or refraining from acting, in accordance with this Clause whatever this clause number is.

The Administrator shall not be liable in the performance or prompt performance of the services is prevented or effected by circumstances beyond his control including, but not limited to, any seriously disruptive event occurring at its offices. The Administrator shall endeavour to restore the provision of Services as soon as practicable but the Administrator cannot be held responsible for any delay caused by such disruption or for any other consequences beyond reasonable control.

1.5 In the event that the Owner or any beneficiary or beneficiaries of a Trust cannot be located after 6 months of reasonable enquiries, the administrator shall manage the monies held by its percent of this clause whatever this clause number is. If after 1 year after the commencement of reasonable enquiries the Owner or a beneficiary or beneficiaries of a Trust cannot be located, the Administrator may apply to Court for directions in respect of the managed entity.

2. The duties of the Managed Entity and the Owner

2.1 The Owner and the Managed Entity hereby agree that upon the request of the Administrator to provide to the Administrator such information, records and financial statements as it considers necessary in order to ensure that the Managed Entity complies with all applicable legislation and that any officers provided by it can perform their duties to the standard imposed by all applicable legislation and as the companies/directors may reasonably request The Administrator reserves the right to suspend or refuse to provide any services where the Owner and the Managed Entity have failed to provide such information, records and financial statements as set out in this Clause 2.1.

2.2 The Owner is responsible for ensuring that they have taken and warrants that they have taken tax and legal advice in all relevant jurisdictions outside the Isle of Man with regard to the establishment and operation of the Managed Entity and that the activities or proposed activities of the Managed Entity will not breach the laws of any relevant jurisdiction. The Administrator will advise when such advice may be required. It is acknowledged that Administrator is not able to provide tax or legal advice.

2.3 In order to enable the Administrator to meet its legal and regulatory obligations in respect of the administration of the Managed Entity, the Owner and the Managed Entity hereby agree to keep it fully and promptly informed of the ownership of the issued share capital of the Managed Entity and of any changes or dealings in relation thereto (whether by transfer or grant of option or agreement to do so or otherwise).

2.4 The Owner and the Managed Entity undertake forthwith to inform the Administrator of any other matters that might affect the Managed Entity and/or the Administrator’s willingness to provide, or continue to provide, any of the services described in the Letter or any matter that is material to the management or affairs of the Managed Entity.

2.5 The Owner irrevocably agrees that the Administrator can (but shall not in any event be obliged to) rely on communications received from him in determining what steps it is required to take in administering the Managed Entities

3. Fees and invoicing arrangements

3.1 A schedule of the Administrator’s scale of charges as at the date of the Letter is attached to the Letter. Subject to any contrary agreement, and in accordance with clause 3.9 hereunder, in relation to annual or other periodic charges the Administrator shall be entitled to vary such scale of charges by not less than 45 days’ notice in writing to the Owner. All fees and charges are exclusive of VAT and other applicable duties (if any), which shall be payable in addition to such fees and charges.

3.2 The Managed Entity and the Owner, jointly and severally, agrees forthwith on demand to indemnify the Administrator in respect of all and any liabilities, costs or expenses incurred by the Administrator in the course of providing the Services described in the Letter, including in particular but without limitation any liability arising as a result of any notices services under US legislation. The Administrator will not be required to incur any expenses or make any payments in the course of providing the Services unless the Administrator has received sufficient funds in advance.

3.3 Fee notes (including disbursements incurred on behalf of the Companies) will be rendered to the Companies periodically. The Owner agrees to pay and discharge any such invoice forthwith on demand in the event that it remains unpaid 7 (Seven) days after the due day for payment.

3.4 The Administrator shall be entitled and is irrevocably authorised to withdraw funds from any moneys held by it on behalf of, or any account managed by it on behalf of, the Owner and/or the Managed Entity in order to discharge all and any fees and expenses payable hereunder.

3.5 The Managed Entity and the Owner agree that the Administrator and its associated companies and their officers, agents and employees shall be entitled to retain any commission or fee which is paid or may become payable to them notwithstanding that such commission or fee is payable as a direct or indirect result of this appointment or any dealing with property which is or may become associated with the appointment hereunder. The Administrator shall advise the Managed Entity and the Owner if it becomes entitled to any such commission or fee.

3.6 The Owner takes direct responsibility for the settlement of any amount owning to the Administrator on presentation of an invoice.

3.7 All third party invoices will be for the account of the entity. Registered Agent and Government Levies for companies incorporated in jurisdictions other than the Isle of Man are subject to change without notice as it is considered a third party payment.

3.8 Disbursements are charged 20% percentage of the annual and time based charges. This percentage may be amended from time to time without prior notification.

3.9 Fees and practices are reviewed every second year, in light of the effects of external influences, including, amongst others, inflation and regulatory requirements. Fee scales will be adjusted taking into consideration the Isle of Man Consumer Price Index.

3.10 An exit charge of £950.00 per entity will apply, subject to time spent.

3.11 The Administrator reserves the right to withhold any service and/or documents of any company, trust or foundation in a group or structure until such times as all outstanding amounts are paid for all entities in the group/structure.

3.12 It is the practice that the Administrator keeps a deposit in the Client Account in lieu of future fees and to settle invoices when they are due and payable.

3.13 Invoices are due on presentation.

3.14 Interest of 1% per month will be applied on all amounts outstanding for more than 60 days, applicable from the date of issue. Additional charge may be incurred due to late payment of invoices.

4. Indemnity and Limitation of Liability

4.1 To the extent permitted by law the Owner and the Managed Entity jointly and severally undertake and agree to indemnify each Indemnified Person against all and any costs, claims, losses, expenses, damages and liabilities whatsoever (including without limitation legal costs and expenses) that may be incurred or suffered by any Indemnified Person however arising (other than by reason of a Wrongful Act on the part of any Indemnified Person) in connection with the provision of the Services or the performance of this Agreement and/or their duties as officers of the Managed Entity . The Administrator accepts this indemnity for itself and as trustee for each Indemnified Person.

4.2 The liability of the Administrator will be limited to the equivalent of 2 years of fees paid in connection with the Services (or in the event that 2 years’ worth of fees have not been paid, the total fees paid in connection with the Services).

4.3 The Administrator shall not be liable to the Owner or the Managed Entity in respect of anything done or omitted to be done by the Administrator under this Agreement.

5. Information and Confidentiality

5.1 The Administrator agrees that where the Owner or the Managed Entity gives it confidential information subject as stated herein it shall use all reasonable endeavours to keep it confidential.

5.2 The Administrator reserves the right to act for other clients (including competitors of the Owner/Managed Entity).

5.3 The Owner and the Managed Entity acknowledge that the Administrator is bound by regulatory and other obligations under the law of the jurisdiction in which the Services are provided and the jurisdiction of incorporation of the Managed Entity and agrees that any reasonable action or inaction on the part of the Administrator as a result thereof shall not constitute a breach of the Administrator’s duties hereunder.

5.4 Any report, letter, information or advice the Administrator gives to the Owner during this engagement is given in confidence solely for the purpose of this engagement and is provided on condition that the Owner undertakes not to disclose the same, or any other confidential information made available to the Owner by the Administrator without its prior written consent save where it is legally obliged to do so.

5.5 The Administrator shall not in any event be required or obliged to take any action which it reasonably considers to be unlawful or improper or which may cause it or any Indemnified Person to incur any personal liability and the Managed Entity and the Owner agree that the Administrator shall not be liable for refusing to take any such action.

5.6 Notwithstanding any provision hereof the Administrator shall be entitled and is irrevocably authorised, to open and read all and any correspondence, letter, fax or other communication received by the Managed Entity and/or it on behalf of the Managed Entity or the Owner.

5.7 The Owner agrees to notify the Administrator immediately (to the extent legally permitted) in the event of any regulatory enforcement actions taken against the Owner. In addition, the Owner agrees to notify the Administrator of any remedial action associated with anti-money laundering, anti-terrorism and sanctions that may be undertaken by any Regulator. The Administrator reserves the right to request detailed information including timescales for remedial action and action planned.

5.8 The Administrator will process personal data in accordance with the current Isle of Man Data Protection Legislation which incorporates the E.U General Data Protection Regulation. The Privacy Policy published on the Administrators’ website gives details of our processing activities and is updated regularly. Further information may be obtained by contacting contact@turnstone-iom.com.

6. Client Money held by the Administrator

6.1 The Administrator is required to communicate to clients certain information regarding client money. The Administrator does operate a client bank account and the Owner and the Managed Entity are deemed to have read and understood the following information.

A. What is a client bank account?

6.2 A client bank account is a bank account held by, and in the name of the Administrator in which we will hold your money on trust for you while it remains in the account. All money held in a client bank account is referred to as client money.

6.3 A client bank account is specially created by us for the purpose of holding your money and the money of other clients. The client bank account is segregated from any other bank account in our name holding money which is our money.

6.4 All client bank accounts are held at recognised banks. A recognised bank is a bank which holds a licence issued by the Isle of Man Financial Services Authority for deposit taking or is authorised under the law of another acceptable country or territory to carry on activities corresponding to deposit taking: see rule 3.2 of the Financial Services Rule Book 2016 (as the same may be amended or replaced from time to time) for the full definition of “recognised bank”.

6.5 In relation to fiduciary services, please note that an account held in the name of the Managed Entity is not a client bank account. It is mandated to the Managed Entity and the Managed Entity is the legal owner of the money held in that account. As the money in these accounts is not classed as client money, the details relating to pooling of money in client bank accounts (as set out below) do not apply.

B. What different types of client bank accounts are there and what are the differences between them?

6.6 There are different types of client bank account. The main difference between the types of client bank account is what happens in the event of a bank failure (i.e. where, as a result of the failure, the client money held by us is insufficient to pay the claims of all clients).

6.7 It is therefore important that you understand the risks associated with the different types of client bank account and ensure that we are made aware of your preferences (if any) in this regard.

C. General client bank account

6.8 A general client bank account usually holds money of several clients. The money may be held at one bank or the money may be in multiple bank accounts spread across several banks.

6.9 In the event of a default of a bank where we have a general client bank account, client monies held in all of our general client bank accounts will be pooled (even if money is held in more than one general client bank account and the accounts are held in more than one bank). In this situation, each client who has money in the general client bank account will lose an equal proportion of their money, whether or not the bank your client money is held with is in default. This loss will be adjusted by any compensation arrangements in place.

D. Specified client bank account

6.10 A specified client bank account is a client bank account where —

(i) you have chosen the bank where your money will be held; or
(ii) we have chosen the bank for you and have let you know the name of the bank and the fact that the account is a specified client bank account within five business days of the account being opened.

6.11 A specified client bank account is intended to hold client money in a bank selected by you and by other clients. The account will be segregated from any other account holding client money. It will have the word “specified” (or an appropriate abbreviation) in its title.

6.12 If your money is held in a specified client bank account and the bank at which that money is held goes into default, the monies will not be pooled with client money held in any other client bank account and you could potentially lose the total amount held at the bank (subject to any compensation arrangements in place). Under the liquidation, or any compensation scheme in place at that time, you may be entitled to claim against the money in the specified client bank account. However, you would not be entitled to claim against any other client bank account (at that or any other bank) in respect of that money.

6.13 On the other hand, if your money is held in a specified client bank account at a bank other than the bank which is in default, your money will not be pooled with client money held in any other client bank account (at that or any other bank) and so in the event of default of another bank you would not lose any of your money.

6.14 If you want your money to be held in a specified client bank account, you must ask us to open one for you. You may select the bank at which it is opened or, if you would prefer, we may select a bank for you.

6.15 The Administrator shall not pay interest on the whole or any amount of client money belonging to the Owner or the Managed Entity.

7. Notices

7.1 Any notice or other document to be served by any Party under this Agreement must be in writing and may be delivered by hand or sent by pre-paid letter post or facsimile transmission or electronic mail to the party to be served at that party's address as set out in the Letter (or as varied from time to time by notice in writing in accordance herewith from time to time).

7.2 The Managed Entity /Owner hereby authorises the Administrator to communicate with them by unencrypted electronic mail and agrees that the Administrator shall have no liability for any loss or liability incurred by the Owner/Managed Entity by reason of the use of electronic mail (whether arising from viruses or otherwise) and hereby releases the Administrator from any such liability. The Administrator shall not be liable for any loss or damage caused by the transmission by it of an infected email. However the Administrator shall take all reasonable steps to ensure that its electronic mail services are kept in reasonable condition.

8. Assignment

The terms of this engagement shall be binding upon and ensure for the benefit of the successors of the parties but shall not be assignable or novated in whole or in part by the Owner or the Managed Entity without the prior written consent of the Administrator. The Administrator shall be entitled to assign its rights and liabilities hereunder by not less than 30 days’ notice to the Managed Entity and the Owner.

9. Termination and Suspension of Services

9.1 This Agreement may be terminated by the Administrator or the Owner or the Managed Entity by giving 30 days written notice (or such shorter notice as the other parties may agree to accept) to the other parties whereupon this Agreement and the obligations of the parties (save as set out in clauses 4 and 5 and in respect of antecedent breaches) shall cease and terminate.

9.2 This Agreement may be terminated with immediate effect by notice in writing by either the Owner, the Managed Entity or the Administrator in the event that:-

(a) the other party commits any material breach of its obligations under this agreement or under any other agreement between the parties; or

(b) the other party goes into liquidation (except for the purpose of a bona fide solvent amalgamation or re-organisation) or is declared bankrupt; or a bankruptcy petition is presented against him or a receiver or administrator is appointed in respect of it; or

(c) any encumbrancer takes possession of a material part of the property of the other party or execution is levied in respect of the other party’s assets; or

(d) The Owner transfers their share/(s) or the beneficial interest in their share/(s) to a third party without the prior approval of the Administrator; or

(e) anything analogous to any of the foregoing occurs in relation to the other under the law of any jurisdiction.

9.3 The Administrator shall be entitled to terminate this Agreement with immediate effect by written notice to the Managed Entity in the event that any legal proceedings are commenced against the Managed Entity (including any injunction or investigation proceedings).

9.4 Termination shall be without prejudice to any rights or liabilities of any party either arising prior to termination or arising in respect of any act or omission occurring prior to termination.

9.5 In the event of termination, the Administrator shall not be obliged to return all or any part of the fees and expenses paid to it hereunder (save for amounts paid on account of disbursements to be incurred).

9.6 In the event of termination the Administrator, the Managed Entity and the Owner shall each arrange that all such acts are done as may be necessary to give effect to such termination and the Owner shall within 30 days of the date of termination procure the appointment of a successor administrator and replacement officers and the Administrator shall, subject to payment of all amounts due to it, co-operate with the Owner in relation to such appointments.

9.7 If the Owner or the Managed Entity fail to appoint a suitable successive Administrator and replacement officers, the Administrator shall be entitled immediately thereafter to resign from all positions and to cease providing these Services, notwithstanding that such resignation or cessation of Services may leave the Managed Entity without the requisite officers, registered agent, nominate officer, registered address and liable to be struck off. The alternative in such circumstances and subject to the Administrator furnishing the Owner or Managed Entity 14 days’ notice in writing, the Administrator shall be entitled to commence the dissolution or winding up of the Managed Entity or if the Managed Entity is a trust the Administrator shall be entitled to commence the termination of the trust, or to apply to Court for directions at the cost of the trust assets.

9.8 Upon termination of the provision of this Agreement for whatever reason, the Administrator shall be entitled to retain all papers and documents which came into existence in the course of the provision of the Services until all fees, taxes and disbursements in relation to the Managed Entity up to and following the date of termination of Services shall have been settled in full. Subject to payment in full of all such fees, taxes and disbursements, the Administrator shall deliver to the Managed Entity or to whom it may direct all books of account, correspondence and records relating to the affairs of the Managed Entity which are the property of the Managed Entity and which are in the Administrator’s possession.

9.9 Where the Administrator is entitled to terminate this Agreement in accordance with Clause 9.2 the Administrator shall be entitled, without prejudice to such right to terminate, to suspend the provision of services hereunder for such period and on such basis as it may determine and during such period the Administrator shall not have any duty to provide any service hereunder provided that the Administrator gives the Owner immediate notice of its intention to so terminate.

9.10 The Managed Entity hereby acknowledges that notwithstanding the right of the Administrator to terminate or suspend its services in accordance herewith the Administrator (and/or its officers, agents and employees) may have continuing regulatory/fiduciary duties under applicable law. Accordingly, without prejudice to its rights, it is agreed that the Administrator shall be entitled (but not obliged) to continue to provide services so as to discharge such duties and shall be entitled to charge it’s applicable rate for the provision thereof and to take any appropriate legal steps having regard to the particular circumstances.

10. Dispute Resolution

10.1 The parties shall work together in good faith and shall endeavour to reach commercially reasonable solutions to all issues that may arise in their relationship. If any issue is unresolved and a dispute arises under or in connection with the provision of the Services by the Administrator the parties will attempt to settle such dispute by negotiation, failing which either party may take such action as is deemed appropriate.

10.2 The provisions of this Clause 10 are without prejudice to the Administrator’s right to seek any form of injunctive relief from the Court where is deems so necessary.

11. Professional Indemnity Insurance

The Administrator shall have and maintain Professional Indemnity Insurance in at least the minimum sum as from time to time required by the Isle of Man Financial Services Authority in respect of its performance of the Services.

12. Severability

12.1 Invalidity or unenforceability of any provision or part of the provision of the Terms of Business shall not affect the validity or enforceability of any other provision of these Terms of Business and these Terms of Business shall continue in full force and effect except for any such invalid or unenforceable provision.

13 Lien

13.1 In the event of non-payment of all or any part of the fees or any expenses or disbursements due to the Administrator or for which the Administrator is liable to pay on behalf of any Managed Entity or in respect of which any Managed Entity becomes liable to the Administrator in any other manner, then the Administrator shall have a lien over, or the right not to release from the position or control of the Administrator, all or any documents or assets, including assets held on behalf of any Managed Entity, or to the order of any Managed Entity until such time as all fees, expenses, disbursements or liabilities due and payable are discharged. For the avoidance of doubt, this lien shall apply to all documents and assets held in relation to the matter in respect of which the fees, expenses, disbursements or liability have been incurred and in relation to any other matter whatsoever relating to any Managed Entity. If the Administrator should cease to act for or in relation to any Managed Entity, the final invoice will be submitted and the Administrator reserves all rights to exercise the right of the lien aforesaid over all documents and assets held on behalf of any Managed Entity or in relation to any Managed Entity, until such time as the final invoice is discharged in full.

14 Intellectual Property Rights

14.1 All copyrights and other relevant intellectual property rights in the Service shall be retained by the Administrator and may not be reproduced or published except for the particular purpose for which the work was done or the Services provided unless the Administrator has given its written consent.

15 Amendments

15.1 The Administrator may amend these Terms of Business from time to time and in the event of these Terms of Business being so revised the Administrator will notify the Owner or the Managed Entity of such amendments.

16 Third Party Rights

16.1 No party who is not a party to these Terms of Business shall have any rights under or in connection with it and the Contracts (Rights of Third Parties) Act 2001 shall not apply to these Terms of Business.

17. Entire Agreement

These Terms and Conditions, and the Letter and/or the Client Application Form and/or the Fee Schedule constitute the entire agreement between the parties in relation to the provision of services to the Managed Entity and may only be varied by agreement in writing signed by or on behalf of the parties (save that the fees chargeable hereunder shall be variable as stated in the fee schedule).

18. Law and jurisdiction

These Terms and Conditions and the Agreement shall be exclusively governed by and construed in accordance with Isle of Man Law and any dispute arising in respect thereof shall be subject to the exclusive jurisdiction of the Isle of Man High Court and the Companies and the Owner hereby submit to the jurisdiction of the Isle of Man High Court.