Terms of Business 

Effective from July 1, 2005

Interpretation and Definitions
Unacceptable Business and Activities Requiring Pre-approval
Warranties
Indemnity
No Liability for Loss
Clients' Obligations
Additional Clients' Obligations When Geneva Trust Provides Geneva Trust Officers
Requests and Instructions
Payment of Fees
Confidentiality and Data Protection
Cessation of Services
Interpretation
Notice
Miscellaneous
Governing Law

1.1 ‘Clients’ means in the case of a trust or a foundation the Settlor of the trust or foundation and in the case of a company or other legal entity the beneficial owner or owners of the Entity which expression shall in the case of individuals include their heirs, personal representatives and assigns and shall in the case of more than one person mean such persons jointly and severally and shall include the survivor or survivors of them and their respective heirs, personal representatives and assigns.

1.2 ‘Clients' Appointees’ means any person who is not a Geneva Trust Officer and who may from time to time be nominated or appointed to act as Managing Agent (as defined in Paragraph 1.8), director, alternate director, secretary, assistant secretary, manager, partner, trustee, protector, beneficiary, bank account signatory, other officer, grantee of a power of attorney, administrator, registered agent, provider of a registered office or address for legal service or registered shareholder of the Entity (which expression shall include any of them).

1.3 ‘Due Diligence Documentation’ means –

1.3.1 a copy of a (signed) passport which must be notarized by a notary; or certified by a Lawyer, Accountant, Bank Manager, Commissioner of Oaths, Notary Public, Justice of the Peace/Member of the Judiciary or a serving Police Officer who must write on the photocopy 'I certify that this is a true copy of the original document and that the photograph is a true likeness'. The authenticator must then stamp, date and sign the copy together with his/her full name, address and professional capacity; and

1.3.2 an original bank statement, credit card statement, mortgage statement or utility bill (for example, an electricity account), issued within the past 3 (three) months, evidencing the person’s current residential address. Where a married woman is unable to produce any document evidencing her residential address, she may provide a copy of her marriage certificate instead.

1.4 ‘Entity’ means a trust, company, partnership or other legal entity or structure established and/or administered by Geneva Trust at the request of the Clients (as defined in Paragraph 1.1).

1.5 ‘Geneva Trust’ means Geneva Trust Corporation which expression shall include its successors in title and assigns on its own behalf and as agent for the Geneva Trust Officers (as defined in Paragraph 1.6) and the employees thereof and any company under their direct or indirect control and any director or employee thereof (which expression shall include any of them).

1.6 ‘Geneva Trust Officers’ means any person, firm or company nominated by Geneva Trust who may from time to time be appointed as director, alternate director, secretary, manager, partner, accountant, VAT or tax agent, trustee, protector, bank account signatory, other officer, administrator, registered agent, provider of a registered office or address for legal service or registered shareholder of the Entity (as defined in Paragraph 1.4) and the employees thereof and any company under their direct or indirect control or any director or employee thereof (which expression shall include any of them).

1.7 ‘Investment adviser’ means any person, firm or company who makes investment recommendations in relation to the investing of money or capital in order to gain profitable returns as interest, income or appreciation in value, conducts investment analysis, manages accounts or portfolios of clients, recommends or gives advice regarding insurance policies, fixed properties, mutual funds or securities, solicits, offers or negotiates for the sale of or sells investment advisory services or who performs any of the foregoing or otherwise renders advice in return for a commission or fee.

1.8 ‘Managing Agent’ means a person who may in writing or orally be authorized by the Clients to issue requests or instructions to Geneva Trust or to accept service of any notice from time to time issued by Geneva Trust relating to the Entity.

1.9 Services’ means the provision by Geneva Trust of trust management, administration and/or other services (including the operation or control of an Entity's bank account(s)) requested by the Clients or the Clients' Appointees (as defined in Paragraph 1.2) or such other services provided by Geneva Trust to maintain the Entity in good standing in its country of establishment or incorporation.

1.10 ‘Terms of Business’ means these Terms of Business or such other new Terms of Business as may from time to time be published on Geneva Trust's website (genevatrust.com) and shall be deemed to include such other conditions which Geneva Trust may from time to time advise to the Clients or the Clients' Appointees or publish on its website. Without prejudice to the validity and effect of any other form of publication, these Terms of Business will be treated as 'published' if available on the Geneva Trust website or in printed form from Geneva Trust, 201 Rogers Office Building,   Edwin Wallace Rey Drive, George Hill, Anguilla, British West Indies (Postal Address – Private Bag TQ1 08P, The Valley AI-2640, British West Indies). These Terms of Business apply to all of Geneva Trust's Clients and Clients' Appointees.

2.1 ‘Illegal Activities’ means any activity designated anywhere in the world as illegal or criminal which, without prejudice to the generality of the foregoing, shall be deemed to include activities relating to terrorism, drug trafficking, money laundering, receiving the proceeds of criminal activities or trading with countries which may from time to time be subject to any embargo imposed by the Security Council of the United Nations, the European Union, the United Kingdom or Anguilla or any successor or similar international organization.

2.2 ‘Prohibited Persons’ means persons –

2.2.1 prohibited under the laws of any country for whatsoever reason or who may otherwise be legally incapable or disqualified from being party to a contract.

2.2.2 who are undischarged bankrupts or are otherwise disqualified from acting as a director or company officer or who have been imprisoned or found guilty of any criminal offence (other than a motoring offence carrying a non-custodial sentence).

2.2.3 who have been proven to act in a fraudulent or dishonest manner in any civil proceedings.

2.2.4 who are government officials or politicians.

2.3 ‘Prohibited Activities’ means activities not approved or accepted by Geneva Trust and which, without prejudice to the generality of the foregoing, include activities relating to:

2.3.1 arms, weapons or munitions;

2.3.2 mercenary or contract soldiering;

2.3.3 security and riot control equipment such as stun guns, electronic restraining devices, CS gas or other similar materials, pepper sprays or any other device that could lead to the abuse of human rights or be utilized for torture or which may otherwise be used in an offensive manner;

2.3.4 technical surveillance or bugging equipment and industrial espionage;

2.3.5 dangerous or hazardous biological, chemical or nuclear materials including equipment or machinery to manufacture or handle such materials and the transportation, handling, disposal or dumping of such materials;

2.3.6 human or animal organs, including blood and plasma;

2.3.7 the abuse of animals, vivisection or the use for any scientific or product testing purpose of animals;

2.3.8 genetic material;

2.3.9 adoption agencies, including surrogate motherhood;

2.3.10 the abuse of refugees or human rights;

2.3.11 pornography;

2.3.12 drug paraphernalia;

2.3.13 the provision of degrees or qualifications;

2.3.14 the provision of credit cards;

2.3.15 pyramid sales;

2.3.16 religions, religious cults and charities;

2.3.17 the offer or provision of legal or tax advice otherwise than by persons who are professionally qualified and, where appropriate, licensed so to do;

2.3.18 the provision of trustees or services relating to the administration or management of trusts, companies or the undertaking of any service or business that might compete with Geneva Trust;

2.3.19 trading or other activities relating to futures or other derivatives or financial instruments that create an open or unlimited exposure;

2.3.20 any activity which may damage the reputation of Geneva Trust or the country of establishment or incorporation of the Entity.

2.4 ‘Pre- Approval Required Activities’ means:

2.4.1 Financial business involving the soliciting of funds from the public, offering investment advice to the public, insurance business, the operation and administration of collective investment schemes or the management of investments other than where the assets so managed comprise the property of the Entity.

2.4.2 Any activity relating to the provision of financial services or any other business activity which requires a license in any jurisdiction.

2.4.3 Time share and holiday clubs.

2.4.4 Advertising an Entity or any address belonging to Geneva Trust by any means (including the Internet).

2.4.5 Trading in high-risk products or services, or products or services which may be associated with fraud such as alcohol, cigarettes, tobacco, fine art, the provision of telephone and mobile telephony services (including call back numbers and trading in mobile telephones or SIM cards) and computer chips.

2.4.6 Gambling or lotteries.

2.4.7 Mail or telephone order schemes.

2.5 If any Clients or the Clients' Appointees are or become Prohibited Persons, or engage in any Illegal Activities or the Entity engages in any Illegal Activities or Prohibited Activities or undertake any Pre-Approval Required Activities without first obtaining Geneva Trust's prior written consent, Geneva Trust may at its discretion immediately terminate the Services or take any of the actions referred to in Paragraph 8.4 hereof.

3.1 The Clients undertake, warrant and covenant with Geneva Trust that –

3.1.1 they have full legal capacity to enter into an agreement with Geneva Trust in accordance with these Terms of Business and to acquire the Entity and to receive the Services;

3.1.2 when the Entity is not a trust or a foundation, they are the ultimate beneficial owners of the Entity; and

3.1.3 they are not acting and will not act in a fiduciary capacity for any other person, firm or company in relation to the Entity.

3.2 The Clients undertake and warrant with Geneva Trust that they –

3.2.1 will comply with Geneva Trust's Terms of Business;

3.2.2 will furnish Geneva Trust with due diligence documentation described in Paragraph 1.3 in respect of each shareholder or director in the case of a company incorporated by Geneva Trust and for the settlor(s), each beneficiary and the protector (if applicable) in the case of a trust established by Geneva Trust;

3.2.3 will advise Geneva Trust of any change of address and contact details including any changes of electronic mail (e-mail) addresses;

3.2.4 procure that those appointed as Clients' Appointees understand the legal duties and obligations created by these Terms of Business and shall, if so required by Geneva Trust, procure that such persons enter into direct written agreements with Geneva Trust agreeing to comply with these Terms of Business;

3.2.5 acknowledge that Geneva Trust does not provide legal or tax advice or services and that they have taken the appropriate legal and tax advice with regard to the establishment, acquisition and operation of the Entity;

3.2.6 acknowledge that Geneva Trust does not provide financial advice relative to any investment(s) or structure. Any advice or instructions received by Geneva Trust provided by an independent financial adviser of the Clients' choosing, who will be entitled to deal with the investments without the approval of Geneva Trust. I/we fully indemnify all companies in the Geneva Trust Group, including but not limited to Geneva Trust Corporation, for any claim or action in connection with the financial consequences of the proposed trust and, if applicable, company incorporation.

3.2.7 will comply with the requirements of income tax and other relevant laws in their country of residence arising from any entity or structure established and/or administered by Geneva Trust, particularly in regard to any disclosure requirements imposed on the Clients with respect to such entity or structure, and acknowledge that it is not the responsibility of Geneva Trust to advise them of any such duty;  

3.2.8 will pay, in full, any personal or corporate taxes that may become due as a result of the establishment and operations of the Entity; and

3.2.9 agree that Geneva Trust may (but shall not in any event be obliged to) rely on communications received from the Clients or the Clients' Appointees in determining what steps Geneva Trust is required to take in administering the Entity and providing the Services.

The Clients jointly and severally (for themselves and on behalf of the Clients' Appointees) covenant with Geneva Trust and with the Entity and, where appropriate, shall procure that the Entity covenants with Geneva Trust, that they will at all times indemnify and keep indemnified Geneva Trust including but not limited to Geneva Trust Corporation –

4.1 against all actions, suits, proceedings, claims, demands, costs, expenses and liabilities (including legal fees), which may arise or be incurred, commenced or threatened against in connection with or arising from the acquisition or business activity of the Entity or the provision of the Services;

4.2 in respect of anything done or omitted to be done by Geneva Trust, provided that this provision shall have no application to any liability for death or personal injury arising from the negligence of Geneva Trust or to any liability arising as a result of fraud on the part of Geneva Trust;

4.3 against all actions, suits, proceedings, claims, demands, costs, expenses and liabilities (including legal fees), which may arise or be incurred, commenced or threatened against in connection with or arising from any transaction executed on the entity’s bank account by third parties who shall have signing powers on the account at the request or instruction of the Clients;

4.4 in respect of any failure by Geneva Trust to comply, wholly or partially, with any instruction or request made by the Clients or the Clients' Appointees or any errors or incomplete instructions or requests received by Geneva Trust;

4.5 in respect of any loss or damage arising from the use of facsimile or electronic mail (e-mail), including the use of unencrypted electronic mail (e-mail), failed or incomplete transmission, distortion and loss of privacy arising from viruses or otherwise;

4.6 in respect of any loss or damage arising from the use by the Entity, the Clients or the Clients' Appointees of the physical or mailing (postal) address of Geneva Trust, including the failure of delivery of mail and/or delays in delivery of mail;

4.7 in respect of any penalties, fines, fees or other liabilities incurred by the Clients and/or the Clients' Appointees and/or the Entity in relation to the Entity and/or the Services; and

4.8 against any claim or action in connection with the legal, tax and financial consequences of the Entity.

5.1 Geneva Trust expressly disclaims any liability to the Clients, the Clients' Appointees, the Entity and any third parties associated with them for any damage or loss to any of them arising from the establishment, acquisition or operation of the Entity and/or the provision of the Services by or to the Clients, the Clients' Appointees, the Entity or any other person.

5.2 Where the Clients and/or the Clients’ Appointees engage the services or advice of an Investment Adviser to invest moneys or give advice regarding the investment of funds in the name of an Entity, Geneva Trust shall not be required to interfere in the selection of investments by the Investment Adviser and/or the investments or returns generated by such investments and shall be at liberty to leave the choice of investments and the buying and selling of investments and/or returns generated exclusively to such Investment Adviser, so long as Geneva Trust shall have no notice of any act of wilful fraud or dishonesty or misappropriation of moneys on the part of the Investment Adviser having the management of such investments. Geneva Trust shall assist the Investment Adviser in signing the documents for the buying and selling of investments at the request of the Investment Adviser.

5.3 Without prejudice to the generality of Paragraph 5.1, Geneva Trust shall not be required to interfere in the management or conduct of the business of any company, wherever resident or incorporated, in which a Trust shall be directly or indirectly interested (although holding the whole or a majority of the shares carrying the control of the company or otherwise, having the power directly or indirectly to exercise control of the company), but so long as Geneva Trust shall have no notice of any act of dishonesty or misappropriation of moneys on the part of the directors having the management of such company, the Trustees shall be at liberty to leave the conduct of its business wholly to such directors. For the purposes of this Paragraph 5.3 the expression 'management or conduct of the business' includes, but is not limited to, the payment or non-payment of dividends and the rendering of tax and other returns for and on behalf of the company if so required by any authority or government.

5.4 Without prejudice to the generality of Paragraph 5.1, Geneva Trust shall not be required to interfere in the management or conduct of the business of any company, wherever resident or incorporated, where the Clients or the Clients' Appointees are appointed to act as the directors of the company and having the management of such company. Geneva Trust shall be at liberty to leave the conduct of its business wholly to such directors. For the purposes of this Paragraph 5.4 the expression 'management or conduct of the business' includes, but is not limited to, the payment or non-payment of dividends and the rendering of tax and other returns for and on behalf of the company if so required by any authority or government.

6.1 The Clients must give Geneva Trust at least 30 (thirty) days' advance written notice of their intention to discontinue the Services.

6.2 The Clients must obtain Geneva Trust's written consent before seeking to change the beneficial clientship of the Entity or seeking to appoint new Clients' Appointees. Any such applications must be accompanied by written details of such proposed changes or appointments as Geneva Trust may require which shall, without prejudice to the generality of the foregoing, include the necessary due diligence documentation and Geneva Trust reserves the right to request further information and documentation concerning such proposed changes and to decline to accept such applications.

6.3 The Clients shall procure that the Clients' Appointees shall –

6.3.1 immediately inform Geneva Trust of any matters which might affect the Entity and/or influence Geneva Trust's willingness or ability to provide, or continue to provide, the Services;

6.3.2 immediately inform Geneva Trust of the nature of the activities and business of the Entity and seek Geneva Trust's prior written consent before making any material changes to those activities;

6.3.3 obtain Geneva Trust's prior written consent before placing any advertisement or making any public announcement relating to the Entity or any activities undertaken by it; and

6.3.4 at all times pay to Geneva Trust any sum due to Geneva Trust including any fees, disbursements and expenses incurred by Geneva Trust in connection with the Entity and/or in providing the Services, including fees charged by Geneva Trust in relation to the provision of the Services.

7.1 When Geneva Trust provides Geneva Trust Officers, the Clients must, at all times, keep the Entity in funds sufficient to discharge its liabilities as and when they become due and at the request of Geneva Trust or the Geneva Trust Officers pay to the Entity or Geneva Trust on its behalf, such sums as may be required to enable the Entity to discharge, in full, any liabilities (including Geneva Trust's fees).

7.2 When Geneva Trust provides Geneva Trust Officers, the Clients shall procure that the Clients' Appointees shall –

7.2.1 immediately inform Geneva Trust of any matters that might affect the Entity or any matter which is material to the management, business or affairs of the Entity.

7.2.2 at the written request of Geneva Trust, immediately provide information to enable Geneva Trust to prepare annual or other statutory returns, financial or other statements in relation to the Entity;

7.2.3 immediately provide Geneva Trust without delay all contractual, financial or other information concerning any asset, transaction, trading activity or business of the Entity;

7.2.4 not without Geneva Trust's prior written consent seek to alienate, assign, sell, pledge or otherwise dispose of, charge or encumber any asset of the Entity, including any shares issued by the Entity. Geneva Trust reserves the right to request further information concerning such proposals and to decline to accept such applications;

7.2.5 immediately advise Geneva Trust in writing, of all legal proceedings, claims, demands made or threatened against the Entity or the Geneva Trust Officers;

7.2.6 where the Clients or the Clients' Appointees are grantees of a power of attorney issued by the Entity they must –

7.2.6.1 act with the utmost good faith to the Entity, Geneva Trust and the Geneva Trust Officers;

7.2.6.2 keep and maintain and on demand deliver to Geneva Trust accurate financial and business records;

7.2.6.3 immediately disclose to Geneva Trust, in writing, information relating to the operation of the business of the Entity which might create a conflict of interest between them and the Entity and/or with Geneva Trust or the Geneva Trust Officers; and

7.2.6.4 immediately inform Geneva Trust, in writing, each time a power of attorney is exercised and provide written details of any acts undertaken.

7.3 When Geneva Trust provides Geneva Trust Officers, Geneva Trust shall be entitled to take any steps which it may in its absolute discretion think fit to protect the interests and/or assets of the Entity and at the cost of the Clients or the Entity including the obtaining of professional advice as Geneva Trust may consider necessary.

8.1 The Clients on behalf of themselves and the Clients' Appointees and the Entity agree to provide all requests or instructions to Geneva Trust in writing by letter or facsimile and Geneva Trust shall only consider such requests or instructions when signed by all the Clients or the Managing Agent. The Clients and the Clients' Appointees and the Entity covenant with Geneva Trust that they will at all times indemnify and keep indemnified Geneva Trust should they provide requests or instructions by unencrypted electronic mail (e-mail).

8.2 The Clients acknowledge that Geneva Trust is bound by regulatory and other obligations under laws and regulations of Anguilla, the jurisdiction of incorporation or establishment of the Entity and/or the jurisdictions where the Entity undertakes business and agree that any action undertaken by Geneva Trust or the Geneva Trust Officers in order to comply with those laws or regulations shall not constitute a breach by Geneva Trust or the Geneva Trust Officers of their obligations hereunder.

8.3 Geneva Trust shall not be required to take any action which it considers to be unlawful or improper or which it believes may be detrimental to it, the Geneva Trust Officers, or the Entity.

8.4 Where permitted under these Terms of Business or if instructions are requested by Geneva Trust from the Clients or the Clients' Appointees and no instructions have been received by Geneva Trust within 30 (thirty) days of such a request being made, or where the urgency of the matter requires action within a shorter period, Geneva Trust may immediately and with no liability to the Clients, the Clients' Appointees or the Entity take no further action in relation to a particular matter or take such other action as they shall in their absolute discretion consider appropriate or as they may be advised;

and

The Clients irrevocably agree that, if the Entity is a limited liability company and the Geneva Trust Officers are members or officers of that company, or the Entity is a partnership and the Geneva Trust Officers are members of that partnership, or the Entity is a trust and the Geneva Trust Officers are trustees or protectors of that trust, Geneva Trust may, without being obliged to give notice to the Clients or the Clients' Appointees, take such steps as they shall in their absolute discretion consider appropriate which shall without prejudice to the generality of the foregoing include having the Entity struck off, dissolved or liquidated; or resigning all or any of the Geneva Trust Officers; or transferring all or any of the shares, capital or assets or liabilities of the Entity into the name of the Clients; or appointing the Clients as a director, officer, manager, trustee or protector of the Entity; or take such other action as they shall in their absolute discretion consider appropriate or as it may be advised.

9.1 Fees for Services rendered or to be rendered by Geneva Trust are stated in Geneva Trust's Fee Schedule, published from time to time, or as may be notified to or agreed with Clients. The fees chargeable are exclusive of all costs and expenses properly incurred and paid by Geneva Trust in connection with the Entity.

9.2 Geneva Trust will not provide Services until Geneva Trust has received, in full, all fees and disbursements payable in relation to the establishment or incorporation of an Entity or the provision of any Services.

9.3 When the Entity is not a trust or foundation, the legal ownership of the Entity shall not pass to the Clients until payment in full of all fees, including government duties and taxes, has been received by Geneva Trust. No refunds are given after an order has been processed and no refunds will be made where Geneva Trust ceases to provide the Services.

9.4 The Clients hereby irrevocably authorize Geneva Trust to withdraw from any sums held on any account managed by Geneva Trust or otherwise held by Geneva Trust, on behalf of the Clients and/or the Entity any moneys required to discharge any fees or expenses, including any government fees, duties, taxes or penalties, payable to or by Geneva Trust or the Entity.

9.5 Where any fees for Services remain unpaid for more than 90 (ninety) days, Geneva Trust may at its discretion immediately terminate the Services, and/or obtain payment from any assets of the Entity and/or the Clients. In such circumstances, Geneva Trust reserves the right to treat these Terms of Business as terminated without further obligation, save as to any continuing covenant, obligation or undertaking given by the Clients or the Clients' Appointees to Geneva Trust, and to act pursuant to the provisions of Paragraph 8.4 of these Terms of Business.

9.6 Should Geneva Trust cease to provide Services (irrespective of whether Geneva Trust requests the Clients or the Clients request Geneva Trust to transfer the management or administration of the Entity to another agent or Corporate Service Provider) or should the Clients advise Geneva Trust that they no longer require the Entity, the Clients must pay to Geneva Trust any fees or costs which may be incurred by Geneva Trust in relation to the striking off, dissolution, liquidation or transfer of the Entity.

9.7 In the event that the Clients shall request Geneva Trust to transfer the management or administration of the Entity or should Geneva Trust request the Clients to transfer the management or administration of the Entity to another agent or Corporate Service Provider, Geneva Trust shall not be obliged to transfer the Entity until all outstanding fees (including government fees, duties, taxes and other third-party disbursements together with Geneva Trust's transfer or termination fees) have been paid in full.

9.8 Where the Clients make part payment to Geneva Trust of any fee note or invoice rendered by Geneva Trust, Geneva Trust reserves the right to apply any moneys received in firstly discharging its professional fees and only thereafter in payment of any government fees, duties, charges or taxes or other payments to third parties.

9.9 At least 30 (thirty) days prior to the anniversary of the Entity, calculated from the date of its establishment or incorporation (hereinafter referred to as the ‘due date’), Geneva Trust will notify the Clients of the annual fee owing to Geneva Trust and the annual fee payable to the Government for the next 12 (twelve) months (hereinafter referred to as ‘the invoiced amount’). Where the Clients pays the invoiced amount on or before the due date, Geneva Trust will file the annual return and pay the annual fee to the Government. Where the Clients do not pay the invoiced amount on or before the due date, Geneva Trust will be entitled but not obliged to file the annual return and pay the annual fee to the Government: Provided that the Clients will then be liable for the fees owing to Geneva Trust and the annual fees paid to the Government.    

9.10 In the event of a dispute arising as a result of the non-payment of fees due by the Clients to Geneva Trust, including any litigation in regard to the validity and enforceability of these Terms of Business, the Clients agree and undertake to pay for all legal expenses on the Attorney Client scale of an Attorney and Counsel incurred by Geneva Trust in recovering the amount due including but not limited to the cost of any default judgment obtained in the Anguilla High Court of Justice.

9.11 Unless otherwise agreed in writing with the Clients, Geneva Trust will not pay any interest on any moneys held by Geneva Trust on behalf of the Entity and/or the Clients and/or the Clients' Appointees.

10.1 Geneva Trust undertakes to the Clients that where the Clients, the Clients' Appointees or the Entity deliver to Geneva Trust confidential information it will use all reasonable endeavours to keep it confidential. Geneva Trust, in accordance with its statutory obligations, protects personal information and personal data from unauthorized access, use or disclosure.

10.2 Geneva Trust reserves the right to treat the obligations of confidentiality and privacy in Paragraph 10.1 as not applicable and may disclose to third parties confidential or personal information and data when obliged so to do by law, or when required by third parties in order for Geneva Trust to provide the Services or when Geneva Trust has been unable to obtain the Clients’ or Managing Agent’s instructions and it appears to Geneva Trust to be in the best interests of the Clients and/or the Clients' Appointees and/or the Entity to provide such confidential or personal data to third parties.

10.3 Except otherwise where permitted by these Terms of Business, any personal information and data collected is used only for these purposes and is never sold, lent, leased or otherwise distributed outside Geneva Trust.

10.4 Without prejudice to the duty of confidentiality, Geneva Trust reserves the right to act for other clients (including competitors of the Entity, the Clients or the Clients' Appointees).

10.5 Any report, letter, information or advice Geneva Trust gives to the Clients, the Clients' Appointees or the Entity is given in confidence solely for the purposes of providing the Services and is provided on condition that the Clients and the Clients' Appointees will not without Geneva Trust's prior written permission disclose to any third party, other than to their lawyers or accountants or other professional advisers, any confidential or other information made available by Geneva Trust.

10.6 Notwithstanding any provision hereof, Geneva Trust shall be entitled and is hereby irrevocably authorised to open, read and copy all correspondence, letter, facsimile, electronic mail (e-mail) or other communication received by it in relation to the provision of the Services or the Entity, the Clients or the Clients' Appointees.

11.1 Geneva Trust shall be entitled by written notice to cease to provide the Services, if –

11.1.1 The Clients or the Clients' Appointees in the reasonable opinion of Geneva Trust fail to observe to the fullest extent these Terms of Business;

11.1.2 It comes to the attention of Geneva Trust that the Entity is being used for activities which were not referred to in the application delivered by the Clients to Geneva Trust or as subsequently advised and accepted in writing by Geneva Trust;

11.1.3 In the event of the death of Clients, including in the case of joint persons, the death of any one person, and the Clients fail or have failed to make adequate provision for the disposition of the affairs and the clientship of the Entity;

11.1.4 In the event that any legal proceedings are commenced against the Entity, the Clients or the Clients' Appointees (including any injunction or investigative proceedings).

11.2 In any of the circumstances described in Paragraph 11.1 above, Geneva Trust reserves the right to take action pursuant to Paragraph 8 and to treat these Terms of Business as terminated without further liability on the part of Geneva Trust.

11.3 Geneva Trust may at its discretion cease to provide the Services upon giving to the Clients or the Managing Agent 45 (forty-five) days’ written notice of its intention so to do.

11.4 Geneva Trust may by written notice to the Clients, the Clients' Appointees or the Managing Agent immediately cease to provide the Services where the Clients or the Clients’ Appointees shall breach the provisions of Paragraphs 2 or 3 of these Terms of Business.

11.5 The Clients and the Clients' Appointees for themselves as agent for and on behalf of the Entity acknowledge, following the cessation of Services, that Geneva Trust may have continuing regulatory and fiduciary duties under any applicable law. Accordingly, without prejudice to Geneva Trust's rights, Geneva Trust may (but is not obliged to) continue to provide Services in order to discharge such duties and Geneva Trust shall be entitled to charge fees at its applicable rate for the provision thereof.

In providing the Entity and/or the Services, Geneva Trust does not, nor is it to be interpreted as though it does in any manner, sanction, advocate or approve, directly or indirectly, the commission of any act or any omission by the Clients, or the Clients' Appointees or the Entity, or any person, firm or corporation in any jurisdiction or the use of the Entity or the Services for any purpose.

Any notice given pursuant to these Terms of Business shall be in writing and shall be sufficiently given to any party if sent in a letter by courier to the address last notified by the addressee, by facsimile transmission or by electronic mail to the address of such party last notified in writing to the other or to the correct facsimile number or electronic mail address of the addressee and shall be deemed duly served, in the case of a notice delivered by courier, at the time of first attempted delivery and in the case of a facsimile transmission or electronic mail, if sent during normal business hours, in the country of the addressee then at the time of transmission and otherwise then on the next business day.

14.1 These Terms of Business supersede all prior Terms of Business and agreements whether oral or written.

14.2 No exercise or failure to exercise or delay in exercising any right or remedy by Geneva Trust pursuant to these Terms of Business shall constitute a waiver by Geneva Trust of that or any other right or remedy.

14.3 Nothing in these Terms of Business shall create or be deemed to create the following relationships between Geneva Trust and the Clients or the Clients' Appointees or the Managing Agent:

14.3.1 partnership, or

14.3.2 employment, or

14.3.3 joint venture.

14.4 Words imputing the masculine gender shall include the feminine, words imputing the singular shall include the plural and words importing natural persons shall include created entities (whether corporate or not) and vice versa.

Unless otherwise agreed in writing between Geneva Trust and the Clients, these Terms of Business shall be governed by and construed in accordance with the laws of Anguilla without regard to principles of conflicts of laws. In the event that any provision of these terms is found by a court of competent jurisdiction to be unlawful, void, or for any reason unenforceable, the validity or enforceability of the remaining provisions will not be affected, and the unenforceable provision will be replaced with an enforceable provision that comes closest to the intention underlying the unenforceable provision. The Clients, the Clients' Appointees and the Managing Agent hereby submit to the exclusive jurisdiction of the Courts in Anguilla.