Jersey Terms of Business By choosing to make use of the fiduciary services of 1.9 “Data Subjects” means the Connected Persons Trident Trust Company Limited the Client and/or Client of the Client or Client Entity and, to the extent Entity agrees to accept all of the following terms of applicable, its customers or other persons with business of this Agreement: whom a Client Entity deals; 1. Definitions 1.10 “Economic Substance Law” means the Taxation 1.1 “Agreement” means these terms of business (Companies – Economic Substance) (Jersey) together with any Written Agreement or services Law 2019; agreement between the Service Provider, the Client, and/or the Client Entity (whether company 1.11 “FSJL” means the Financial Services (Jersey) administration, secretarial or nominee); Law 1998 (as amended); 1.2 “Applicable Law” means any law, regulation or 1.12 “JFSC” means the Jersey Financial code of practice that applies to the provision Services Commission; of the Services; 1.13 “PEP”, being a “politically exposed person”, has 1.3 “Applicable Regulator” means any financial the same meaning given to it under Article 15(6) services, anti-money laundering or other of the Money Laundering (Jersey) Order 2008; regulator or supervisory body that, by Applicable Law, has regulatory or supervisory oversight over 1.14 “PC (J)L 1999” means the Proceeds of Crime any Service Provider; (Jersey) Law 1999 (as amended) and the regulations made thereunder; 1.4 “Client” means the Service Provider’s instructing party(ies) and the client(s) of record, individually 1.15 “Relevant Activities” shall have the same or jointly as the context requires; definition as given to that term in the Economic Substance Law; 1.5 “Client Entity” means the individual, legal entity, association, trustee, nominee or partnership 1.16 “Relevant Data” means personal data and/or (whether or not having separate legal personality) sensitive data relating to the Data Subjects, in receiving the Services from time to time (whether each case as defined in the Data Protection Law; or not incorporated or established on the date of this Agreement); 1.17 “Sensitive Activity” means any activity deemed sensitive by the JFSC under its “Sound Business 1.6 “Confidential Information” means all non-public Practice Policy”, as amended, replaced or information which relates to the operations or substituted by such other analogous policy business of a party whether disclosed by a party from time to time; or by a third party and which (i) is designated or marked as confidential or (ii) given the nature 1.18 “Service Provider” means Trident Trust Company of the information or the circumstances Limited, any of its subsidiaries comprising a surrounding its disclosure, reasonably should registered person under the FSJL and each of be considered as confidential; their respective Connected Persons from time to time who are engaged in providing the Services; 1.7 “Connected Persons” means in relation to a person, that person’s directors, partners, 1.19 “Services” means the following: (i) trust, company employees, officers, agents, consultants, or foundation formation, administration and representatives or contractors; registered agent services; (ii) reporting and other administration services specifically relating 1.8 “Data Protection Law” means the Data compliance with the requirements of the Protection (Jersey) Law 2018 or any other law which amends or replaces that law; © 2020, Trident Trust. All rights reserved. 7.20 WWW.TRIDENTTRUST.COM Jersey Economic Substance Law; and (iii) any other 3.2 Any general terms and conditions of the Client, ancillary services as may be agreed between Client Entity or of any of its related entities are the parties in the Agreement; rejected explicitly. 1.20 “Tax Information Exchange Agreements” means 3.3 Trident Trust Company Limited shall hold the any laws, treaties and regulations created to benefit of the provisions of this Agreement for enable automatic exchange of tax information its benefit and on trust for the benefit of each and include the Agreement to Improve Service Provider. International Tax Compliance and to Implement FATCA entered into between Jersey and the 4. The Service Provider United States of America on 13 December 4.1 The Service Provider will provide the Services 2013, the Agreement to Improve International (or such other services as may be agreed in Tax Compliance entered into between Jersey writing between the Client and/or Client Entity and the United Kingdom on 22 October 2013 and the Service Provider) with reasonable skill and the OECD Common Reporting Standard and care and in all cases as soon as reasonably for Automatic Exchange of Financial Account practical. Time shall not be of the essence of Information; and this Agreement. 1.21 “Written Engagement” means any agreement 4.2 The Service Provider shall be entitled to retain in writing entered into by the Service Provider any other entity which is part of the Service and the Client or a Client Entity relating to the Provider’s group and/or any sub-contractor terms of provision of the Services (including to perform all or part of the Services on administration, management, nominee and behalf of the Service Provider, without need custodian agreements). for prior consent of the Client or Client Entity. Notwithstanding any such engagement, the 2. Confirmations Service Provider shall remain fully responsible 2.1 This Agreement (as may be amended from time for the fulfilment of any of its obligations under to time) constitutes the exclusive basis on which this Agreement. the Service Provider provides the Services to the Client or Client Entity. A copy of the Services 4.3 The Service Provider shall only take instructions Provider’s terms of business may also be found from the Client and/or Client Entity. Subject to at www.tridenttrust.com. Clause 11.2 and Clause 11.4, no instructions shall be taken from such third party or any 2.2 When Services are provided pursuant to this information regarding the Client or the Client Agreement, the representations relating to Entity will be provided to such third party without the Client or Client Entity will be deemed the Service Provider having first obtained the automatically to apply, unless the Client or consent of the Client or Client Entity. Client Entity advises the Service Provider to the contrary, and are given in consideration of the 4.4 The Service Provider shall not be required Service Provider agreeing to provide the Services. or obliged to take any action which it considers to be unlawful or improper or which may cause 2.3 Trident Trust Company Limited and each member it to incur any personal liability and the Service of its regulatory affiliation is licensed and Provider shall not be liable for refusing to take regulated by the JFSC. The Services provided any such action. by the Service Provider are subject to the FSJL and the relevant codes of practice issued by the 4.5 The Service Provider shall not provide the JFSC from time to time pursuant to the FSJL. Client or Client Entity with any legal, tax, fiscal or exchange control advice in relation to or 3. Scope of Agreement connection with any structure. 3.1 These terms apply to: 4.6 The Service Provider may confirm in writing 3.1.1 all Agreements; to the Client or Client Entity any instructions and information given to it. Where the Service 3.1.2. all agreements arising from and/or Provider does so, the Client or Client Entity in relation to the Agreements; and is responsible for correcting any errors or misunderstandings. Unless and until the 3.1.3 all offers, proposals and quotations made Service Provider is advised by the Client or by the Service Provider to the Client or a Client Entity otherwise, the Service Provider Client Entity. shall be entitled to proceed on the basis of the understanding of the instructions or information as set out in such confirmation. 2 WWW.TRIDENTTRUST.COM Jersey 5. Obligations of the Client and Client Entity standard required by the Applicable 5.1 The Client and Client Entity are responsible Regulator as soon as practical (and in any for determining that the scope of the Services event within seven (7) days) of receipt. is appropriate for its needs. 5.5 Furthermore, in addition to the obligations 5.2 The Client and Client Entity are responsible in Clauses 5.3 and 5.4 above, the Client and for providing and updating, in a timely manner, the Client Entity acknowledges that the Service all information, assistance and facilities that Provider may be required by the Economic the Service Provider may require to enable it Substance Law to comply with certain reporting to provide the Services. The Client and Client obligations in relation to the business and Entity shall provide information that is true, activities of the Client and the Client Entity accurate and not misleading. The Service and accordingly Client shall, and shall procure Provider may use the information and data that the Client Entity shall: furnished by the Client or Client Entity without further audit or verification. 5.5.1 notify the Service Provider at the earliest opportunity (and in any event within seven 5.3 The Client and Client Entity shall procure that (7) days) where the Client Entity currently the Service Provider is provided from time to undertakes, or proposes to undertake time with any information relating to it or the Relevant Activities in Jersey pursuant persons concerned with it (including without to the Economic Substance Law; limitation, its Connected Persons), the nature of its