Terms of Business

1. Introduction

1.1 Our relationship with you and the Clients is subject to these Terms which govern the basis upon which Artemis provides the Services. To the extent that there is any inconsistency between the provisions in these Terms and the Letter of Engagement, the provisions of the Letter of Engagement shall prevail.

1.2 These Terms and the Letter of Engagement will be deemed to have been accepted by the Client (whether or not the Client has signed the Letter of Engagement) on the commencement of the performance by Artemis of any of the Services.

1.3 These Terms may be varied from time to time and any variation will be published on the Website. Any amendments to the Terms will be effective and binding from the date of the publication on the Website.

2. Interpretation

The following definitions and rules of interpretation apply in these Conditions.

2.1 Terms used in this document are defined in the Glossary at the end of this document.

2.2 Interpretation:

• (a) A reference to a statute or statutory provision is a reference to it as amended or re-enacted. A reference to a statute or statutory provision includes all subordinate legislation made under that statute or statutory provision.
• (b) Any words following the terms including, include, in particular, for example or any similar expression, shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

3. Artemis obligations

3.1 Artemis shall:

• (a) provide the Services in accordance with the Terms and the Letter of Engagement;
• (b) be authorised, but not obliged, to act on any recommendations received from the Client or a Trusted Person as defined in the Letter of Engagement; and
• (c) ensure that appropriate governance frameworks are in place to identify, assess, and mitigate risks, including AML/CFT risks, in line with GFSC guidance.

4. Client’s obligations

4.1 In consideration for Artemis providing the Services, the Client shall:

• (a) provide Artemis with such information as it may require in order to supply the Services, and ensure that such information is complete and accurate in all material respects;
• (b) obtain and maintain all necessary licences, permissions and consents which may be required for the Services;
• (c) provide details to Artemis of any proposed changes in relation to directors or any other officers, changes to its constitutional documents or shareholders;
• (d) ensure that non-Artemis directors do not undertake activities or commit the Client to any transactions, obligations, duties or contracts other than those agreed at directors’ meetings or in written resolutions;
• (e) ensure that any changes in the structure of parent companies or shareholders shall be notified to Artemis within 30 days of such a change being effected;
• (f) provide any such information as may be required by Artemis for regulatory purposes, including, but not limited to, the provision of client due diligence including the provision of any client due diligence, source of funds and source of wealth information reasonably required for enhanced client due diligence procedures or by third party service providers which are in excess of Artemis’ client due diligence requirements; and
• (g) comply with applicable laws.

4.2 If Artemis’ performance of any of its obligations under the Terms is prevented or delayed by any act or omission by the Client or failure by the Client to perform any relevant obligation (Client Default):

• (a) without limiting or affecting any other right or remedy available to it, Artemis shall have the right to suspend performance of the Services until the Client remedies the Client Default, and to rely on the Client Default to relieve it from the performance of any of its obligations in each case to the extent the Client Default prevents or delays Artemis’ performance of any of its obligations;
• (b) Artemis shall not be liable for any costs or losses sustained or incurred by the Client arising directly or indirectly from Artemis’ failure or delay to perform any of its obligations as set out in this clause 4.2; and
• (c) the Client shall reimburse Artemis on written demand for any costs or losses sustained or incurred by Artemis arising directly or indirectly from the Client Default.

5. Fees

5.1 The Fees shall be calculated in accordance with Artemis’ current fee schedule (Fee Schedule), as set out in Appendix 2 of the Letter of Engagement and includes all potential charges, including fixed fees, hourly rates, and any discretionary charges.

5.2 Artemis reserves the right to advise the Client, in advance, of a different charging basis to that set out in the Fee Schedule.

5.3 Artemis may require payment on account or disbursements to be settled prior to the commencement of work.

5.4 The Client shall pay each invoice submitted by Artemis:

• (a) within 30 days of the date of the invoice; and
• (b) in full and in cleared funds to a bank account nominated by Artemis, and time for payment shall be of the essence.

5.5 If the Client fails to make a payment due to Artemis by the due date, then, without limiting Artemis’ remedies under clause 11, the Client shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 5.5 will accrue each day at 2% a year above the Bank of England’s base rate from time to time, but at 4% a year for any period when that base rate is below 0%.

5.6 Artemis reserves the right to suspend the provision of Services and to charge for all work done to that date in the event of late payment.

5.7 All amounts due shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

6. Intellectual property rights

All copyright and any other intellectual property rights in everything developed, designed or created in the provision of the Services shall be retained by Artemis.

7. Data protection

7.1 In performing the Services, Artemis may from time-to-time process (including but not limited to collecting, storing and using) personal data to the extent permitted by law. In doing so, the processing of personal data by Artemis shall be in accordance with Artemis’ Privacy Policy, a copy of which is available on the Website.

7.2 Artemis will retain personal information for so long as there is a reasonable need to do so for the purposes set out in the Privacy Policy or as required or allowed by applicable law. Clients may exercise their rights to access, rectify, or erase data by contacting Artemis’ Data Protection Team.

8. Delegation

8.1 Artemis reserves the right to delegate the provision of whole or part of the Services to agents or other delegates. Such delegation will be in accordance with any applicable laws.

8.2 Artemis remains fully accountable for all outsourced activities. Regular monitoring and performance reviews of outsourced providers will be conducted to ensure alignment with regulatory obligations.

8.3 To the extent permitted by law, neither Artemis, its employees or any representative shall be liable for any loss caused to any person by an agent or delegate.

9. Client Money

9.1 Unless, otherwise agreed in writing by Artemis, each Client company or trust will be required to open a bank account or have a bank opened on their behalf by Artemis in the name of the Client and all funds received in respect of the Client will be applied to the bank account of the relevant Client subject to clause 9.2 below.

9.2 Where money is received from a Client but cannot be applied to a specific account, such monies shall be held in a general client account on a pooled funds basis temporarily until a bank account has been successfully opened for the Client. Monies belonging to each Client are clearly identified within the client account ledgers held by Artemis.

9.3 Artemis reserves the right to use any bank(s) in the provision of the Services and Artemis does not accept any liability in respect of any loss or damage that may be incurred as a result of the failure of any bank or third party.

10. Limitation of liability

10.1 Nothing in these Terms limits any liability of Artemis which cannot legally be limited, including:

• (a) death by personal injury caused by its negligence;
• (b) fraud or fraudulent misrepresentation;
• (c) wilful misconduct; or
• (d) gross negligence.

10.2 Artemis, its employees or any representative shall not be liable for any loss or damage suffered by the Client arising directly or indirectly:

• (a) out of anything done or omitted to be done in the performance of the Services;
• (b) as result of acting on requests or instructions from the Client or any third party in connection with the Services; and
• (c) as a result of a failure or delay in the performance of the Services which is beyond the reasonable control of Artemis.

10.3 References to liability in this clause 10 include every kind of liability arising under or in connection with the Terms including liability in contract, tort (including negligence), misrepresentation or otherwise.

10.4 Nothing in this clause 10 shall limit the Client’s payment obligations under the Terms.

10.5 Subject to clause 10.1 (Liabilities which cannot legally be limited), this clause 10.5 sets out the types of loss that are wholly excluded:

• (a) loss of profits
• (b) loss of sales or business
• (c) loss of agreements or contracts
• (d) loss of anticipated savings
• (e) loss of use or corruption of software, data or information
• (f) loss of or damage to goodwill
• (g) indirect or consequential loss.

10.6 Artemis, its employees and representatives shall not be liable for any tax, fine or adverse legal consequence which the Client may or may become subject to.

10.7 In respect of any claim, the liability of Artemis, its employees and representatives shall be reduced by the extent to which any other party is liable at law in respect of the same loss to the same claimant.

10.8 The aggregate liability in respect of all claims against Artemis, its employees and representatives in connection with the provision of the Services to the Client shall be limited to an amount not exceeding the amount payable for the Services to Artemis during the calendar year in which the event may occur.

10.9 The Client shall at all times indemnify and hold harmless Artemis, its employees and representatives to the greatest extent permissible with applicable law, against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and legal costs (calculated on a full indemnity basis)) and all other reasonable professional costs and expenses arising out of or in connection with:

• (a) the provision of the Services.
• (b) any actions taken by Artemis under its legal and regulatory obligations, including delaying or deferring transactions;
• (c) any decision made in good faith by Artemis to comply with applicable laws and regulatory requirements;
• (d) Any consequence resulting from the deferral or delay of transactions or actions as required under applicable laws.

This indemnity shall apply regardless of the outcome of any review or inquiry, provided Artemis has acted in good faith in fulfilling its legal obligations. Artemis and its employees shall not be liable for any loss, damage, or inconvenience caused by the delay or non-completion of any transaction that arises as a result of actions taken in accordance with these obligations

10.10 This clause 10 shall survive termination of the Services.

11. Termination

11.1 Without affecting any other right or remedy available to it, either party may terminate the engagement by giving the other party 90 days’ written notice.

11.2 Without affecting any other right or remedy available to it, Artemis or the Client may terminate the engagement with immediate effect or as soon as practicable thereafter by giving written notice to the Client if:

• (a) the Client commits any material breach of its obligations under the Letter of Engagement or these Terms and (if such a breach is remediable) fails to remedy that breach within 30 days of notice in writing;
• (b) the Client repeatedly breaches any provision of these Terms;
• (c) the Client fails to pay any amount due under these Terms and the amount remains unpaid for a period of 30 days;
• (d) Artemis is unable to obtain proper instructions from the Client;
• (e) the Client fails, upon request from Artemis, to provide it with information and/or documents within a reasonable timeframe (to be determined by Artemis) to ensure compliance with applicable laws and regulations;
• (f) Artemis becomes aware of a breach or potential breach by the Client of any regulation or law or that the Client is under investigation;
• (g) the Client suspends, or threatens to suspend, payment of its debts, is unable to pay its debts as they fall due or has no reasonable prospect of paying its debts;
• (h) the Client commences negotiations with all, or any one, of its creditors in order to reschedule its debts, or enters into any compromise or arrangement with its creditors;
• (i) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the Client, or (in the case of a natural person) the Client is declared bankrupt;
• (j) an application is made to court, or an order is made, for the appointment of an administrator, a notice of intention to appoint an administrator is given, or an administrator is appointed over the Client;
• (k) a creditor of the Client attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced upon or commenced against, the whole or any part of its assets and such attachment or process is not discharged within 14 days; or the property of the Client is declared en desastre or becomes insolvent or goes into liquidation (other than a voluntary liquidation for the purpose of reconstruction or amalgamation); or
• (l) the Client’s financial position deteriorates to such an extent that in Artemis’ opinion the Client’s capability to adequately fulfil its obligations under the Letter of Engagement and/or Terms has been placed in jeopardy.

11.3 Without affecting any other right or remedy available to it, the Client may terminate the engagement with immediate effect or as soon as practicable thereafter by giving written notice to Artemis if:

• (a) Artemis commits any material breach of its obligations under the Letter of Engagement or these Terms and (if such a breach is remediable) fails to remedy that breach within 30 days of notice in writing;
• (b) Artemis repeatedly breaches any provision of these Terms;
• (c) Artemis suspends, or threatens to suspend, payment of its debts, is unable to pay its debts as they fall due or has no reasonable prospect of paying its debts;
• (d) Artemis commences negotiations with all, or any one, of its creditors in order to reschedule its debts, or enters into any compromise or arrangement with its creditors;
• (e) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of Artemis;
• (f) an application is made to court, or an order is made, for the appointment of an administrator, a notice of intention to appoint an administrator is given, or an administrator is appointed over Artemis; a creditor of Artemis attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced upon or commenced against, the whole or any part of its assets and such attachment or process is not discharged within 14 days; or the property of Artemis is declared en desastre or becomes insolvent or goes into liquidation (other than a voluntary liquidation for the purpose of reconstruction or amalgamation).

12. Consequences of termination

12.1 On termination of the Services for any reason:

• (a) the Client shall immediately pay to Artemis all of Artemis’ outstanding fees, costs, charges and expenses and any other disbursements which shall be payable by the Client immediately;
• (b) the Client shall provide to Artemis details of the new administrator, directors, trustee or any other representative role and details of the new registered office;
• (c) the Client shall arrange to make any necessary amendments to its documentation to reflect the termination;
• (d) where the Services include the provision of any officers and details of the newly appointed officers have not been provided upon termination, Artemis reserves the right to arrange the resignations of such officers;
• (e) where the Services include the provision of holding shares as nominee and details of the new nominee have not been provided, Artemis reserves the right, and the Client agrees, to transfer such shares to the beneficial owner.

12.2 On termination of Services, Artemis agrees that it will arrange for the transfer of all books, records, information and any other documents of the Client to the new trustee, administrator or managers, subject always to payment in full of all fees, expenses and disbursements.

12.3 On termination, and subject to the provision of clause 7.2, Artemis shall delete and return all Confidential Information and Personal Data held in connection with the Services, unless it is obliged for regulatory and/or legal reasons to retain the same. The retention of Personal Data will be in accordance with Artemis’ Statement of Data Protection and Privacy Policies.

12.4 Termination of the Services shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination.

12.5 Any provision of the Terms that expressly or by implication is intended to come into or continue in force on or after termination of the Terms shall remain in full force and effect.

13. Complaints

Artemis is committed to providing its clients with an excellent and professional service. If a client is dissatisfied with the service that they are receiving they should, in the first instance, contact the director responsible for their affairs. If matters are still unresolved, the Client should refer to the Complaints Policy as published on the Website.

14. Force majeure

Artemis shall not be liable for any failure to perform or delay in performance of any of its obligations under these Terms caused by circumstances beyond its reasonable control.

15. Assignment and other dealings.

15.1 Artemis may assign, transfer, or sub-contract the whole or any part of its rights and benefits and the whole or any part of its rights and obligations in or under or arising from the Letter of Engagement under these Terms to the entities within Artemis’ group.

15.2 Any assignment, transfer or subcontract to an individual or entity by Artemis to an individual or entity not within Artemis’ group shall require the Client’s prior written consent.

15.3 The Client may not assign or transfer all or any part of its rights, benefits and/or obligations under these Terms.

16. Legal and Regulatory Compliance

16.1 Compliance with Legal and Regulatory Obligations: Artemis is committed to complying with all applicable laws and regulations related to financial transactions and the management of assets. In the course of providing services, Artemis may be required to take actions, including but not limited to, seeking direction from relevant authorities before proceeding with certain transactions or activities, in order to ensure compliance with such legal and regulatory requirements.

16.2 Action in Accordance with Legal Requirements: In the event that Artemis identifies circumstances requiring further scrutiny or review in accordance with applicable laws or regulatory obligations, Artemis reserves the right to take necessary actions, including delaying or deferring any transaction, until such time as appropriate direction or confirmation is obtained from the relevant authorities.

16.3 Disclosure: Artemis is obliged to treat all matters involving legal or regulatory reviews with the utmost confidentiality. We will not disclose any details regarding the delay or deferral of any transaction or the reasons for taking such action, unless required to do so by law or in response to a lawful direction from the relevant authorities.

16.4 Clients’ Responsibilities: The Client acknowledges and agrees that Artemis may be required to take actions to comply with legal and regulatory obligations, which may include deferring or delaying transactions or seeking direction from relevant authorities.

17. Confidentiality.

17.1 Each party may disclose the other party’s Confidential Information:

• (a) to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of carrying out the party’s obligations under the Terms and the Letter of Engagement. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party’s Confidential Information comply with this clause 17; and
• (b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

17.2 Neither party shall use the other party’s Confidential Information for any purpose other than to perform its obligations under these Terms and the Letter of Engagement.

18. Entire agreement.

These Terms and the Letter of Engagement constitute the entire agreement between Artemis and the Client and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

19. Waiver.

A waiver of any right or remedy under these Terms or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. A failure or delay by a party to exercise any right or remedy provided under these Terms or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under these Terms or by law shall prevent or restrict the further exercise of that or any other right or remedy.

20. Severance.

If any provision or part-provision of these Terms is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this agreement. If any provision or part- provision of these Terms is deleted under this clause 20 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

21. Notices.

21.1 Any notice given shall be in writing and shall be delivered by hand or by registered post at its registered office (if a company) or its principal place of business (in any other case); or sent by email to the relevant contact details as advised by the parties from time to time.

21.2 Any notice shall be deemed to have been received:

• (a) if delivered by hand, at the time the notice is left at the proper address;
• (b) if sent by registered post, at 9.00 am on the second Business Day after posting; or
• (c) if sent by email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this clause 21.2(c), business hours means 9.00 am to 5.00 pm Monday to Friday on a day that is not a public holiday in the place of receipt.

21.3 This clause 21 does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any other method of dispute resolution.

22. Governing law.

These Terms, the Letter of Engagement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with them or their subject matter or formation shall be governed by and construed in accordance with the law of Guernsey.

23. Jurisdiction.

Each party irrevocably agrees that the Royal Court of Guernsey shall have non-exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Terms, the Letter of Engagement or their subject matter or formation. Nothing in this clause limits the right of Artemis to take proceedings against the Client in any other court of competent jurisdiction; nor shall the taking of proceedings in any one or more jurisdictions preclude the taking of proceedings in any other jurisdictions, whether concurrently or not, to the extent permitted by the law of such other jurisdiction.

24. Regulation.

Artemis Trustees Limited, Artemis Corporate Services Limited, Artemis Secretaries Limited and Artemis Nominees Limited are licensed by the Guernsey Financial Services Commission to undertake regulated fiduciary activities in accordance with the Regulation of Fiduciaries, Administration Businesses and Company Directors, etc. (Bailiwick of Guernsey) Law, 2000, as amended from time to time.

25. Glossary of Terms