Terms of business

1.1

In the Engagement Contract, the following words and phrases shall, save where the context requires otherwise, have the following meanings:

"Administered Body" shall mean any trust, body corporate, limited liability company, foundation, individual, partnership or other association or body of persons to or in respect of which Services are provided pursuant to the Engagement Letter;

"Affiliate" means in respect to any party, any legal entity that owns or controls, is owned or controlled by or is under common control or ownership with that party, where control is defined as the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of an entity, whether through ownership of voting securities, by contract or otherwise;

"AML/CFT" means anti-money laundering and countering the financing of terrorism;

"Approved Sub-Processor" means each:

(a)    Affiliate;

(b)    Existing Sub-Processor; and

(c)    New Sub-Processor,

to the extent that each of (a), (b) and (c) meet the conditions set out in Clauses 19.8 and 19.9 and to the extent that (c) meets the condition set out in clause 19.11;

"Applicable Law" means, without limitation, any laws, rules, regulations or orders applicable to Bridgestream, Approved Sub-Processors or Administered Bodies, including, without limitation, the Data Protection Laws, AML/CFT legislation, Exchange of Information Requirements and anti-bribery/anti-corruption legislation;

"Bridgestream" shall, unless the context provides otherwise, mean the Service Provider and its Affiliates, and “Bridgestream Group” shall be construed accordingly. “Bridgestream entity” or “member of Bridgestream” shall mean one of the foregoing;

"Business Day" means any day upon which the office of Bridgestream providing the Services is usually open for business;

"CDD Documentation" means any information, document, record, file or other data, whether in hard copy, electronic format or otherwise collated by Bridgestream in the course of providing the Services required for compliance with Applicable Laws and Bridgestream's own internal AML/CFT policies and procedures;

"Client Data" means any data (including Personal Data) provided to Bridgestream or any Approved Sub-Processor by You in connection with the Engagement Contract;

"Client Personal Data" means any Personal Data processed by Bridgestream or an Approved Sub-Processor on Your behalf pursuant to or in connection with the Engagement Contract;

"Data Protection Authority" means any competent Supervisory Authority or data protection regulatory authority in relation to any of the Data Protection Laws;

"Data Protection Laws" means

"Data Subject Request" means a request made by a Data Subject to exercise any rights of Data Subjects under Data Protection Laws;

"Effective Date" is as defined in the Engagement Letter or if not defined, the date of the Engagement Letter or the commencement of provision of the Services, whichever is earlier;

"Employees" means any or all directors, officers, consultants, servants, agents, contractors, delegates, sub-delegates, appointees, nominees and employees (as appropriate) of Bridgestream including a Nominated Employee and any persons engaged by Bridgestream;

"Engagement Contract" means the Engagement Letter and these Terms, in either case as may be amended from time to time;

"Engagement Letter" means any agreement in writing entered into between any member of Bridgestream and You relating to the terms of the provision of the Services, as may be amended from time to time;

"Exchange of Information Requirements" means:

(d)    any law that gives effect to the matters outlined in the preceding sub-paragraphs;

"Existing Sub-Processor" means any third party, joint venture or Affiliate to which Bridgestream has, at the Effective Date:

(a)    delegated or outsourced all or part of the Services; and/or

(b)    transferred Client Data (including Personal Data),

in each case pursuant to the terms of an Engagement Contract;

"E-Privacy Directive" means the European Electronic Communications Directive 2002/58/EC as amended by Directive 2006/24/EC and Directive 2009/136/EC;

"GDPR" means, the General Data Protection Regulation EU 2016/679 and " Controller", "Processor", "Data Subject", "Personal Data", "Special Categories of Personal Data", "Processing", "Sub-Processor" and "Appropriate Technical and Organisational Measures" shall have the meanings given to them in the GDPR;

"Gross Negligence" means a standard of conduct beyond negligence whereby a person acts with extreme indifference or reckless disregard for the consequences of a breach of duty of care owed to another person or property;

"Inflation" means the retail price index figure ("RPI") or Consumer Price Index (“CPI”) as published by the Economics and Statistics government of the Cayman Islands prior to 1 December each year and which rate shall take effect from 1 January. In the event that an RPI or CPI change is negative, then the RPI or CPI will be treated as 0% for the purposes of this Agreement, and the fees will remain the same;

"New Sub-Processor" means any third party, joint venture or Affiliate other than an Existing Sub-Processor to which Bridgestream wishes to delegate the processing of Personal Data pursuant to an Engagement Contract;

"Nominated Employee" means an Employee appointed to act or who has acted as a director (including alternate director), manager, compliance officer, money laundering reporting officer, money laundering compliance officer, secretary or in any official individual capacity, as a trustee, foundation council member or similar or as a shareholder of, or in relation to, an Administered Body;

"Personal Data Breach" means any breach of security leading to the accidental or unauthorised destruction, loss, alteration, disclosure of, or access to, Personal Data;

"Proper Instructions" has the meaning attributed to it in Clause 6 (Proper Instructions);

"Schedule of Fees" means the relevant Bridgestream schedule of hourly charge out rates setting out the fees per hour of the person(s) supplying the Services, based upon the jurisdiction, seniority, expertise and/or experience of the relevant Employees;

“Service Provider” means the entity or entities that provide the Services to You, including any member of Bridgestream identified in the Engagement Letter;

"Services" means all services to be carried out or performed for or on behalf of, or in connection with You (or, to the extent applicable before its establishment any Administered Body to be established) by Bridgestream or any Employee (including under any Engagement Letter or such additional services as may be agreed in writing from time to time by Bridgestream);

"Supervisory Authority" means any local, national or multinational agency, department, official, parliament, public or statutory person or any government or professional body, regulatory or supervisory authority, board or other body responsible for administering Data Protection Laws;

"Take On Form" means a questionnaire or equivalent document(s) to be completed by You or on Your behalf setting out certain details in relation to (among other things) an Administered Body and the Services requested;

"Terms" means these terms of business as amended from time to time;

“Your” means belonging to or associated with You.

(a)    the phrase "in writing" includes e-mail and communications made between You and Bridgestream in a specific portal for You made available by Bridgestream as a Service;

(b)    the singular includes the plural and the masculine includes the feminine and the neuter and vice versa;

(d)    references to "Clauses" shall be to clauses of these Terms;

(e)    references to any "law" shall be deemed to include, without limitation:

(i)	primary legislation, subordinate legislation, orders, regulations, policy, guidance, codes of practice, directions, determinations, handbooks, circulars, notices, demands, intergovernmental agreements and treaties;
(ii)	any such law as re-enacted, amended, replaced, succeeded or extended from time to time; and

(iii)   analogous law in any relevant jurisdiction.

1.3

Clause headings are used for convenience only and shall not affect the construction or interpretation of the Engagement Contract.

2.1

Neither Bridgestream nor any Employee in any circumstances provides legal, tax, investment, financial, business or other professional advice and does not hold itself out as being a legal, tax, investment or financial expert. Bridgestream shall not provide You nor any persons associated with You with any advice on the legal, tax, financial or investment consequences of establishing or administering any proposed trust, corporate or other structure for which Bridgestream is instructed to provide Services.

2.2

It is a condition of the provision of the Services that You seek independent legal, tax, investment, financial and business and other professional advice tailored to Your particular circumstances and that such advice is obtained in writing on an on-going basis and is promptly shared with Bridgestream without delay. Bridgestream does not undertake any duty of care to check that such advice is accurate or remains complete and up to date.

In order to provide You with information about the Services, an Employee may explain their understanding of any legal, tax or investment advice and/or Your legal, tax, investment or financial position. Such explanations will be for general information purposes only and are not to be construed as providing legal, tax, investment, financial, business or other professional advice.

2.4

Bridgestream has no fiduciary or other obligations to You or any other person to ensure that any Administered Body remains suitable for its purposes or situation or that of any Person in respect of legal, tax, investment or financial matters. This provision will remain in effect after the Services have been terminated.

2.5

Bridgestream and/or any Employee may seek external professional (legal, tax, investment or financial) advice on any matter concerning You from any person as Bridgestream and/or any Employee consider(s) appropriate in the circumstances and Bridgestream and/or any Employee reserve(s) the right to obtain that advice without Your prior consent and it shall be entitled to charge You for the cost of that advice as a disbursement. Neither Bridgestream nor any Employee shall be responsible for any act or omission made in reliance on such external professional advice or the accuracy or completeness of such external advice.

2.6

There may be occasions when a Nominated Employee considers that he or she needs independent professional advice in respect of his or her duties in his or her Nominated Employee role and, in such cases, that Nominated Employee (or Bridgestream on his or her behalf) shall be entitled to seek legal or other advice from any adviser he or she, acting reasonably, thinks fit without Your prior consent and Bridgestream shall be entitled to charge the cost of that advice to You as a disbursement

3.1

Bridgestream will provide the Services and perform the Services in good faith and with due skill and care without prejudice to any waiver, indemnity or exoneration, release, security or guarantee available to Bridgestream or any Employee arising at or by operation of law or by reason of the order of a court, tribunal or other competent body or in equity or by agreement or undertaking, including but not limited to under the Engagement Contract or under a settlement or trust instrument, instrument of removal and/or appointment or under an administration or management or other such agreement or by reason of a novation agreement and whether discretionary or otherwise.

3.2

Bridgestream has secured and will maintain any applicable licence, consent, approval, authorisation or permission from the applicable regulatory bodies pursuant to all relevant Applicable Laws to provide the Services.

Bridgestream is authorised by You to do anything in Bridestream’s sole discretion which is reasonably necessary either to perform the Services or to comply with any Applicable Laws and/or regulations in any relevant jurisdiction, including instructing, or causing any Administered Body to instruct third parties on behalf of and for the benefit of the Administered Body.

3.4

Bridgestream reserves the rights to apply certain measures designed to combat money-laundering and the financing of terrorism in respect of all instructions it receives. If Bridgestream is not provided with such information as Bridgestream reasonably requires to enable Bridgestream to meet its AML/CFT obligations, Bridgestream may decline any

instructions, cease to act for You pending provision of such information or terminate their contract with You and which action or termination on Bridgestream’s part You hereby acknowledge may lead to You and/or relevant individuals suffering losses as a result. You hereby further agree to indemnify and hold Bridgestream harmless in respect of any claims for such losses (whether direct or consequential) arising as a result of its actions pursuant to this Clause.

3.5

Neither of Bridgestream nor any Employee shall be required to do anything which, in the sole opinion of Bridgestream, may expose Bridgestream or any Employee to the risk of civil liability or criminal prosecution anywhere in the world, or which conflicts with an Administered Body’s memorandum and articles of association or their equivalent, the provisions of a trust deed or instrument of settlement or with applicable legal or regulatory requirements applicable to either the Administered Body, Bridgestream or any Employee (including Applicable Law and Exchange of Information Requirements).

3.6

Certain Services are subject to additional terms which You will be required to agree to prior to Bridgestream providing, or arranging the provision of, those Services. Bridgestream will notify You of the terms applicable to such Services separately.

3.7

Subject always to Clause 11 and Applicable Law, if services are required in respect of any Administered Body in addition to those set out in the relevant Engagement Letter but are able to be provided by Bridgestream, Bridgestream may (where it is appropriate to do so and unless You object in writing) instruct on Your behalf one or more members of Bridgestream to provide such services upon the then current Terms and conditions of business of Bridgestream.

3.8

EXCEPT AS EXPRESSLY PROVIDED IN THE ENGAGEMENT CONTRACT, BRIDGESTREAM GIVES NO WARRANTY OF ANY KIND IN CONNECTION WITH THE PROVISION OF THE SERVICES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR ANY WARRANTY ARISING FROM STATUTE, COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

Each party represents and warrants to the other party that:

5.1

During the continuance of the appointment of Bridgestream, You (for Yourself and on behalf of any and all persons associated with You), covenant, warrant and undertake as follows on a continuing basis:

(i)    terminate the provision of Services with effect from the completion of any such transfer; or

(ii)   require the prospective transferee(s) to enter into and/or accede to the terms of an Engagement Contract,

(i)	any event which could be reasonably foreseen to have a material effect on any Administered Body or its assets or activities (including, without limitation, any act evidencing the insolvency of the Administered Body or commencing its liquidation, winding up or dissolution); and
(ii)	any actual or threatened litigation in any jurisdiction or any actual or threatened investigation by any judicial or regulatory authority and any progress thereof, and it shall promptly provide such information as Bridgestream may, in its discretion, require in respect thereof;

5.2

Without prejudice to Clause 5.1, You shall promptly provide Bridgestream with such information and documentation required by Bridgestream to comply with Applicable Laws which are relevant to Bridgestream and/or the Administered Body. The time at which such information and documentation is required, the form it shall take and the adequacy for purpose shall be solely determined by Bridgestream in its absolute discretion.

5.3

By providing the information and documentation under Clause 5.2, You will be taken to have consented to the onward disclosure of such information and documentation to such third parties as shall in the opinion of Bridgestream be required in connection with the Services or necessary for the proper performance of the obligations of Bridgestream under any Applicable Laws or regulation. Failure to supply such required information and documentation as requested by Bridgestream may result in the Services being terminated with immediate effect by Bridgesream, and which termination on Bridgestream’s part You hereby acknowledge may lead to You and/or relevant individuals suffering losses as a result and Bridgestream may make such disclosure to regulatory authorities as it sees fit in its sole discretion and without liability. You hereby further agree to indemnify and hold Bridgestream harmless in respect of any claims for such losses (whether direct or consequential) arising as a result of its actions pursuant to this Clause.

6.1

Bridgestream may rely upon, and is authorised by You to act upon written instructions in a form legible to Bridgestream and by letter or e-mail only and not any other means of electronic communication unless such other means of electronic communication has first been specifically agreed in writing by the Service Provider, and given or reasonably assumed by Bridgestream to be given by any person that Bridgestream reasonably believes to be authorised to give such instructions on Your behalf ("Proper Instructions").

6.2

Bridgestream is not under any duty to make any enquiry as to the genuineness or authenticity of any Proper Instructions or obliged to verify the identity of the person giving such instructions, and is entitled to assume that, unless otherwise notified, there have been no changes in circumstances or other material changes that may affect any Proper Instructions. Notwithstanding the foregoing, Bridgestream reserves the right to verify, by telephone or such other alternative method of communication as Bridgestream, in its sole discretion, deems satisfactory and necessary in the circumstances, any Proper Instructions received by it.

6.3

Neither Bridgestream nor any Employee shall be obliged to take or omit to take any action pursuant to Proper Instructions where in the opinion of Bridgestream, such Proper Instructions:

and neither Bridgestream nor any Employee shall incur any liability in respect thereof.

6.4

Neither Bridgestream nor any Employee shall incur any liability incurred in respect of:

6.5

You and Bridgestream may wish to communicate electronically with each other, including using the internet and e-mail. However, the electronic transmission of information cannot be guaranteed to be secure nor virus or error free and such information could be intercepted, corrupted, lost, destroyed, arrive late or incomplete or otherwise be adversely affected or unsafe to use. You and Bridgestream agree to each use appropriate technical and organisational security measures to safeguard the respective electronic communications and electronic communication systems each party is responsible for, but both also recognise that such security measures cannot be a guarantee that electronic communications will be unaffected by such hazards.

Both You and Bridgestream accept these risks and authorise electronic communications between each other, subject to explicit revocation by notice in writing (other than by electronic means). Neither Bridgestream, nor the Employees shall incur any liability to You or any other party, whether in contract, tort or otherwise, in respect of any loss or damage suffered as result of your failure to prevent the above recognised hazards or risks or for any breach of confidentiality, delay, interception, loss, failure, computer virus or data corruption thereby resulting and Bridgestream and its Employees shall be entitled to be indemnified by You against any liability in accordance with these Terms.

7.1

If:

then Bridgestream may, as it deems necessary, either take such action on behalf of the Administered Body or otherwise as it thinks fit (including, without limitation and to the extent permissible by law, seeking professional advice at Your cost, appropriating Your assets and/or funds to satisfy any demands for payment, winding up the Administered Body or transferring the assets of the Administered Body or the assets and/or funds which are the subject of the Services to You) or take no action whatsoever.

7.2

Bridgestream will, as soon as reasonably practicable after taking any action under this Clause 7, give notice to You of such action or inaction having been taken. You acknowledge that Bridgestream may not be able, and shall not be compelled save by any court or authority of competent jurisdiction, to inform You of any action or inaction contemplated by this Clause 7.

Neither of Bridgestream nor the Employees shall incur any liability for any action or inaction of Bridgestream pursuant to this Clause 7.

8.1

In consideration for the Services to be rendered by Bridgestream, You shall pay to Bridgestream the agreed fees set out in the Engagement Contract or as otherwise may be agreed with You.

8.2

In cases where Bridgestream has been asked to provide Services, but the matter does not proceed, Bridgestream reserves the right, even if no Engagement Letter has been agreed, to charge You, at its normal hourly rates under its Schedule of Fees, for take-on and other work done in anticipation of the provision of Services to You.

8.3

In addition to the remuneration set out the Engagement Contract, You shall reimburse Bridgestream for all out-of-pocket expenses incurred by Bridgestream in the proper performance of the Services. A sundry expenses recovery charge of 6% may be included (at the sole and absolute discretion of Bridgestream) in each invoice to cover operational expenditure linked to the Services which it is not practical to charge on a provision basis, such as those relating to the recovery of insurance premiums, software licence fees, incidental travel, regulatory costs and licencing, telephone calls, in-house photocopying and printing charges.

8.4

All fees, remuneration, disbursements and expenses payable by You in connection with the Services are payable to Bridgestream immediately following the presentation to You of an invoice or other request for payment.

8.5

(a)    Fees are set in respect to the specific Services provided after taking into consideration a number of different elements, which may vary from time to time. Bridgestream reviews its fees (including hourly rates) periodically to evaluate if the actual activity and time spent are fairly reflected in the fees charged. Bridgestream may, as a result of this periodic review, adjust its fees and make changes without prior notice or approval unless agreed otherwise.

In considering any fee adjustment Bridgestream will consider whether:

1. the assumptions upon which fees were originally based have been met;
2. the work required to provide the Services to the required professional standard has changed and resulted in additional time spent to provide the Services;
3. any changes are expected to Client activity;
4. any additional work is required outside the original scope of Services.

(b)    In addition to any periodic review adjustments the agreed fees set out in an Engagement Contract will be subject to an annual increase in line with Inflation.

8.6

All invoices raised by Bridgestream shall be deemed accepted by You and the Administered Body unless disputed within 5 Business Days of an invoice date. If You have any objection this shall be notified in writing to Bridgestream in accordance with Clause 13.

8.7

You shall at all times keep sufficient funds available to meet with any and all filing requirements in any applicable jurisdiction to ensure that all taxes and governmental dues payable by the Administered Body are discharged and to allow the Administered Body to meet in full all fees, disbursements and expenses payable by the Administered Body under the Engagement Contract.

8.8

You hereby guarantee the due payment of all fees, disbursements and expenses payable by You under the Engagement Contract and agree that Bridgestream may claim under this guarantee without first seeking recourse against the Administered Body (or any other person) or a contribution from any other person.

8.9

All fees, disbursements and expenses paid in advance are non-refundable.

8.10

Where Bridgestream is required to undertake activity and/or register and report in order to comply with regulatory, reporting and/or tax requirements (including relating to the Exchange Of Information Requirements) or in order to comply with AML/CFT requirements, it is entitled to charge appropriate disbursements and any work required may be charged on a time spent basis in accordance with the Schedule of Fees.

8.11

Clause 8 shall have effect subject to the following:

9.1

You hereby irrevocably undertake at all times to hold harmless and to fully and effectively indemnify and keep indemnified Bridgestream and the Employees (each an "Indemnified Person") to the greatest extent permitted by law against all actions, suits, proceedings, claims, demands, damages, charges, costs, expenses and other liabilities whatsoever (the "Liabilities") incurred or suffered by an Indemnified Person howsoever arising in connection with the Engagement Contract or which may arise from the provision of the Services by an Indemnified Person save for any Liabilities arising as a consequence of a court of competent jurisdiciton’s finally adjudicated actual fraud, Gross Negligence or wilful misconduct on the part of an Indemnified Person. The indemnity shall cover all reasonable costs and expenses, including legal costs, payable or incurred by an Indemnified Person in connection with any Liability.

9.2

If You require an Indemnified Person to take any action, including legal action, which might create a liability to pay money You will provide an indemnity in any reasonable amount and in such form as is satisfactory to such Indemnified Person as a prerequisite for them taking any such action. The rights of indemnification and exculpation conferred in this Clause 9 shall include the right to be paid or reimbursed by You in respect of all Liabilities payable or incurred by an Indemnified Person, including where such Indemnified Person was, is or is threatened to be made a named defendant or respondent in any action, suit or proceeding and without any determination as to the Indemnified Person's ultimate entitlement to indemnification or exculpation; in the case of such Liabilities payable or incurred by any such Indemnified Person in advance of the final disposition of any action, suit or proceeding, Bridgestream will promptly repay all amounts so advanced if it shall ultimately be determined that such Indemnified Person is not entitled to be indemnified under this Clause 9 or otherwise.

9.2

If You require an Indemnified Person to take any action, including legal action, which might create a liability to pay money You will provide an indemnity in any reasonable amount and in such form as is satisfactory to such Indemnified Person as a prerequisite for them taking any such action. The rights of indemnification and exculpation conferred in this Clause 9 shall include the right to be paid or reimbursed by You in respect of all Liabilities payable or incurred by an Indemnified Person, including where such Indemnified Person was, is or is threatened to be made a named defendant or respondent in any action, suit or proceeding and without any determination as to the Indemnified Person's ultimate entitlement to indemnification or exculpation; in the case of such Liabilities payable or incurred by any such Indemnified Person in advance of the final disposition of any action, suit or proceeding, Bridgestream will promptly repay all amounts so advanced if it shall ultimately be determined that such Indemnified Person is not entitled to be indemnified under this Clause 9 or otherwise.

9.3

Save in the case of a court of competent jurisdiciton’s finally adjudicated actual fraud, Gross Negligence or wilful misconduct, neither Bridgestream nor the Employees shall be liable to You for any loss or damage whatsoever for any act or omission arising out of or in connection with the Services, with the intent that any and all liability shall be excluded to the greatest extent permissible by law.

9.4

Neither Bridgestream nor the Employees shall be held liable for:

(c)

(c) lost profits, revenues, goodwill, or indirect, special, incidental, consequential, cover, business interruption, economic or punitive damages, whether an action is in contract or tort and regardless of the theory of liability, even if You, Your Affiliate or Your Administered Body have been advised of the possibility of such damages or if Your, Your Affiliate’s or Your Administered Body’s remedy otherwise fails of its essential purpose. The foregoing disclaimer will not apply to the extent prohibited by law; or

and You agree to take all reasonable and necessary steps to mitigate any such loss or damage.

9.5

In the event that Bridgestream is required to use Your software, technology platforms, technology hardware or similar, or, at Your request, any third party's software, technology platforms, technology hardware or similar in connection with the provision of the Services, Bridgestream shall not be liable for any failure or delay in carrying out its obligations in connection with the Services arising out of a problem with the availability, functionality or performance of such software, technology platforms, technology hardware or similar.

9.6

In any event and notwithstanding the indemnities and exculpations set out in these Terms, the maximum aggregate liability of Bridgestream and/or the Employees shall be limited to the the sum of 3 times the total amount of the fees charged and collected by Bridgestream in relation to the Services provided to You in the 12 month period immediately preceding the receipt of notification of any claim.

9.7

Any claims sought to be brought or made by You in connection with the Services shall, to the extent permitted by law, be brought or made within 3 years of the date on which the work giving rise to the claim was performed, or such other time period as may be agreed in writing between You and Bridgestream.

9.8

Your obligations and the obligations of Bridgestream pursuant to the Engagement Contract are solely Your corporate obligations and the corporate obligations of Bridgestream respectively. No recourse shall be had in respect of any obligation or claim arising out of or based upon the provision of the Services (including any obligation or claim arising out of or based upon an appointment as a Nominated Employee) or the Engagement Contract against any Employee.

9.9

Notwithstanding Employees and other such persons are not a party to this Engagement Contract, each shall be entitled directly to rely upon and have the direct benefit of the Engagement Contract, and to enforce the terms of the Engagement Contract against You by virtue of the Contracts (Rights of Third Parties) Act, 2014 of the Cayman Islands. If required in order for any rights to indemnification and exculpation under the Engagement Contract to be effective, a member of Bridgestream shall hold on bare trust for such Employee and other such persons such rights. For the avoidance of doubt, notwithstanding any other provision in these Terms, an Employee, although employed or engaged by Bridgestream and any other person employed or engaged by Bridgestream to deliver the services, shall not incur personal liability (including any loss described in Section 9.4(d) above), liability or damage arising from or in connection with our Services but this shall not operate to exclude or remove the liability of Bridgestream for the acts and omissions of any such Employee or other person.

9.10

The provisions of this Clause 9:

9.11

Unless otherwise agreed in writing between You and Bridgestream, You shall be responsible for the payment of Your own costs and expenses (whether incurred directly or incurred by Bridgestream) including without limitation all taxes, corporate, registration and licence fees payable by You to any legal, governmental or regulatory authorities in any applicable jurisdiction.

9.12

Where You are constituted by more than one person:

9.13

If either Bridgestream or the Employees become liable to You, You agree that any such liability shall be proportionately reduced:

9.14

The Service Provider may, in addition to the indemnity given by You in this Clause 9, require that any Administered Body to which it provides Services purchase suitable professional and/or directors' and officers' and/or trustees' insurance cover (or similar) and include Bridgestream or relevant Employees under the terms of such policy, such policy to be paid for out of the assets of the Administered Body, with a certificate of insurance naming Bridgestream and/or its relevant Employees as insured parties under such policy. Where applicable, such insurance company shall be at least A rated by A.M. Best Company with a Class X financial rating.

9.15

Where any two or more Bridgestream entities are instructed in a particular matter for You, these Terms shall constitute a separate agreement with each such party provided always that no Bridgestream entity or its Employees shall be liable for the acts or omissions of any other such Bridgestream entity or its Employees.

10.1

Where Bridgestream makes any calculations (including any valuation) in accordance with the Services or the Engagement Contract:

10.2

10.2 Where Bridgestream is required to value any asset not listed or quoted on a recognised market, the value shall be determined by a professional person or firm nominated by You as qualified to value such investments or chosen by Bridgestream and such professional person may be Bridgestream. Any such determination, whether made by Bridgestream or a professional person or firm nominated by You, shall be made at Your expense and Bridgestream shall be entitled to rely upon it without enquiry.

11.1

Neither Bridgestream nor You shall, during the continuance of the Services or after the termination of the Services, disclose to any person whosoever or whatsoever any information relating to the business, investments, finances or other matters of a confidential nature of the other party of which it may have obtained during the course of the Services or otherwise, and both You and Bridgestream shall use their reasonable endeavours to prevent any such disclosure as aforesaid provided always that such information may be disclosed where the disclosure is:

(the recipients of such disclosed information wherever situated being collectively, the "Recipients").

11.2

You acknowledge that, in certain circumstances, Bridgestream or the Employees may be obliged to give information and/or evidence to courts, governments, authorities, regulators or tax authorities or professional bodies or advisors (including but not limited to auditors) in connection with Your affairs and certain persons connected to You (the "Disclosure Obligations"). Subject to the Engagement Contract, disclosure of such information will not be made to third parties unless required by the Disclosure Obligations or otherwise by law or regulation or where the failure to make such disclosure would, in the opinion of Bridgestream, be prejudicial to Bridgestream or the Employees.

11.3

You acknowledge and agree that any Recipient shall be entitled to use, disclose, access and/or process such data and/or information for or in connection with the purposes contemplated by the Engagement Contract and that such data and/or information may not necessarily be contained in a separate database belonging to Bridgestream. In addition, unless You notify Bridgestream in writing to the contrary, You agree that, where the Recipient is Bridgestream, such data and/or information may be used, accessed and/or processed by Bridgestream for the business marketing purposes of Bridgestream subject to Applicable Laws.

11.4

Neither You nor Bridgestream shall do any act, matter or thing which would or might prejudice or bring into disrepute the business or reputation of the Administered Body, the Employees or Bridgestream.

11.5

In the event of the termination of the Services for whatever reason, the provisions of this Clause 11 shall remain in full force and effect.

12.1

Bridgestream shall be entitled to terminate the Services:

12.2

You shall be entitled to terminate the Services:

12.3

Upon termination of the Services for any reason, You shall immediately provide details of the new service provider which shall be required in order to maintain each Administered Body in good standing under the laws of its jurisdiction and shall provide an address to which Bridgestream may transfer all books and records of each Administered Body. In the event that the relevant information in relation to any new service provider is not provided to Bridgestream by the date on which the notice to terminate the Services takes effect, Bridgestream reserves the right (to the extent permitted by Applicable Law) to withdraw Services without appointment of any replacement service provider and to arrange for the resignation of any directors and secretary of the Administered Body provided by Bridgestream without the appointment of successors. Bridgestream further reserves the right to transfer any shares or interests in any Administered Body held by nominees into the name of the beneficial owner of such interests according to its records without liability for consequential loss, howsoever caused.

12.4

Subject to Bridgestream's obligations pursuant to any laws, regulations or guidelines applicable to it, after termination of the Services, Bridgestream shall as soon as reasonably practicable thereafter deliver up to You all the books and records of the Administered Body in its possession provided that where any such books and records are kept in the memory unit of a computer, Bridgestream's obligations under this Clause 12 shall be satisfied by the delivery of such information on discs or other appropriate magnetic material or electronic storage media, together with written information as to the form in which such discs or other storage media have been prepared in sufficient detail to permit a conversion programme to be prepared and provided further that Bridgestream shall have a lien against and shall not be required to make delivery of such books and records until full payment has been made to Bridgestream for all remuneration and expenses due to it hereunder (including costs associated with the delivery of such books and records as aforesaid).

12.5

Save in respect of Clause 19, Internal Documents belong solely to Bridgestream and Bridgestream will not be obliged to make them available to You unless required by Applicable Law or ordered to do so by a court or regulatory body of competent jurisdiction. "Internal Documents" for the purposes of these Terms are memoranda, e-mails, attendance notes and any other document (whether physical or electronic) created by or on behalf of Bridgestream relating to the provision of any Services but not intended by the author to be supplied to or seen by You.

12.6

The termination of the Services under this Clause 12 shall be without prejudice to Your rights or the rights of Bridgestream in respect of any antecedent breach of the Engagement Contract and in particular, shall be without prejudice to the entitlement of Bridgestream to receive all fees and other monies accrued and due up to the date of termination of the Services and without prejudice to any right of Bridgestream to claim in relation to rights of indemnity and exculpation.

12.7

Subject to the terms of the Engagement Contract, in the event that Services are terminated Bridgestream shall use its reasonable endeavours to procure:

12.8

Upon termination pursuant to this Clause 12, each of Bridgestream and the Employees shall be entitled to make such retentions and receive such indemnities as it or they may require in respect of any actual or contingent liability and may take such action as it or they deem necessary to limit such liability. In the event of termination, You will not be entitled to a refund of any fees paid in advance.

12.9

Where Bridgestream and You enter into a subsequent engagement contract which expressly replaces this Engagement Contract in its entirety, this Engagement Contract shall cease to apply without prejudice to any accrued right or obligation of the parties.

13.

NOTICES

13.1

Any notice to be given pursuant to the Engagement Contract shall be in writing addressed to the person concerned at such address or e-mail address from time to time notified to the other for the purpose, failing which the registered office or the last known usual or business address of such person.

13.2

Any such notice or other communication, if given as provided in Clause 13.1, shall be deemed to have been served on the person to which it is addressed:

14.1

Save as provided in Clause 14.2 and the Engagement Contract generally, no variation or waiver of any provision of the Engagement Contract shall be effective unless it is in writing and signed by (or by some person duly authorised by) You and Bridgestream.

14.2

Bridgestream reserves the right to vary these Terms and the Schedule of Fees from time to time including during the course of the provision of the Services. Bridgestream may revise these Terms and the Schedule of Fees from time to time without Your prior consent. You shall be bound by any variation or revision of these Terms and/or the Schedule of Fees. Bridgestream will endeavour to give reasonable notice of any changes to these Terms and/or the Schedule of Fees, and, in particular, shall publish any revised Terms on the Bridgestream website (www.bridgestreamgroup.com or any successor website).

14.3

The Engagement Contract together with any other terms agreed in writing and signed by the relevant parties hereto in connection with the Services (including trust documentation) constitutes the entire agreement and understanding of the applicable parties and, in the event of any direct conflict between such additional written, agreed and signed terms (including trust documentation), the terms of the Engagement Letter and these Terms, the additional written, agreed and signed terms (including trust documentation), save for any term which creates a greater liability on the part of Bridgestream than is provided for under the Engagement Contract, shall prevail over the Engagement Letter which shall prevail over these Terms.

14.4

No single or partial exercise of, or failure or delay in exercising, any right under (as the case may be) the Engagement Contract shall constitute a waiver or preclude any other or further exercise of that or any other right.

Bridgestream shall for the purposes of (as the case may be) the Engagement Contract be deemed to be an independent contractor and, unless otherwise expressly authorised pursuant to Proper Instructions, the Engagement Contract, shall have no authority to act on behalf of, or to represent, You in any way or otherwise be deemed to be an agent of or in partnership with You or to have the power to enter into any transaction on Your behalf or to bind You.

17.1

Nothing contained in (as the case may be) the Engagement Contract shall prevent Bridgestream, its Affiliates or any of the Employees (each an "Interested Party"):

17.2

Bridgestream provide a wide range of services to a large number of clients and it is possible that conflicts of interest may arise as a result, including without limitation:

If Bridgestream becomes aware or is notified of a conflict or possible conflict of interest, it shall (as soon as reasonably practicable after it becomes aware of such conflict or possible conflict of interest) notify You and, if possible, put procedures in place to ensure confidentiality, independence of advice and compliance with any Applicable Law. For the avoidance of doubt, Bridgestream shall be entitled to receive, use, access and/or process the data and other information referred to in Clause 11 for the purpose, inter alia, of checking for any such conflict or possible conflict of interest.

17.3

Subject to compliance with Applicable Law, any member of Bridgestream shall be entitled to retain for themselves any benefit, whether direct or indirect, arising out of or in connection with the Services including without limitation any fees or other remuneration or benefits obtained:

17.4

Where Bridgestream provides directors or officers to an Administered Body, those directors and officers shall be entitled to approve contracts or arrangements to be entered into between the Administered Body and Bridgestream and shall not be required to account to the Administered Body or to You for any remuneration received in so acting. You hereby waive any real or potential conflicts of interest that may exist as a result of such approvals.

18.1

The Service Provider may assign or transfer the whole or any part of its rights, benefits and/or obligations (as the case may be) under this Engagement Contract to any of its Affiliates, or in the context of a sale of its business to a third party, or otherwise with the prior written consent of the Client, not to be unreasonably withheld. For the purpose of any such assignment or transfer, Bridgestream may disclose information about the Client to any prospective assignee or transferee provided that Bridgestream shall procure that such prospective assignee or transferee is placed under an obligation of non-disclosure materially equivalent to that in Clause 11.

18.2

You shall not assign or transfer all or any part of its rights, benefits and/or obligations (as the case may be) under the Engagement Contract save with the consent in writing of Bridgestream.

19.1

In its provision of the Services to You or on Your behalf Bridgestream will hold and process electronically, manually or otherwise all information it requires for that purpose, including Client Data and Client Personal Data ("Personal Information").

19.2

Bridgestream requires some of this Personal Information for its own purposes, primarily to comply with Applicable Laws (including, without limitation, anti-money laundering and regulatory legislation) to which it is subject, in its legitimate interests to manage its business and affairs, and to exercise, bring or defend legal claims. In these instances Bridgestream is the Controller of that Personal Information and will process it in accordance with the Engagement Contract, these Terms, and as per the Privacy Notice set out at www.bridgestreamgroup.com as amended from time to time (the "Privacy Statement").

19.3

When You are provided with a Service by Bridgestream then, unless otherwise stated, Bridgestream shall be processing any relevant Personal Information in its capacity as a Processor of that Personal Information on behalf of You, in accordance with these Terms and only on Your documented instructions, or unless otherwise required to do so by Applicable Law to which Bridgestream is subject, and in which case Bridgestream will inform You or the Administered Body of that legal requirement before processing, unless that law prohibits such information being given.

19.4

You shall comply in all respects with the applicable Data Protection Laws in performing Your or the Administered Body's obligations under or pursuant to the Engagement Contract and these Terms and shall, in particular (and shall ensure that Your directors, employees, agents and affiliates shall):

19.5

The provisions of this Clause 19 shall remain in full force and effect notwithstanding any variation or amendment to the Engagement Contract and/or after the termination of any or all of the Services.

19.6

Where Bridgestream processes Personal Data on behalf of You, the Engagement Contract (or an appendix or addendum thereto or other agreement in writing with Bridgestream) shall (where required) set out the following details:

19.7

Where Bridgestream processes Personal Data on behalf of You, Bridgestream shall only do so in accordance with Your instructions and You:

19.8

An Approved Sub-Processor shall:

19.9

Bridgestream shall, and shall procure that each Approved Sub-Processor shall, provide sufficient guarantees to implement and maintain appropriate technical and organisational measures in relation to the processing of Personal Data by Bridgestream or the Approved Sub-Processor as the case may be, to ensure the processing will meet the requirements of applicable Data Protection Law and ensure the protection of the rights of data subjects.

19.10

Bridgestream shall take reasonable steps to ensure the reliability of any Employee, agent or contractor of Bridgestream or any Approved Sub-Processor who may have access to the Personal Data, ensuring that all such individuals are subject to confidentiality undertakings or other contractual, professional or statutory obligations of confidentiality.

19.11

Bridgestream reserves the right to appoint, and You hereby give a general authorisation to Bridgestream’s appointment of New Sub-Processors from time to time provided that Bridgestream’s intended appointment of such New Sub-Processor shall be notified in writing by Bridgestream to You a minimum of 5 Business Days prior to such New Sub-Processor's intended appointment date and provided further that You do not object (such objection to be reasonable) to such intended New Sub-Processor following the provision of such notice by Bridgestream and before its intended appointment date, and that in all other regards such New Sub-Processor shall meet the requirements of an Approved Sub-Processor.

19.12

Bridgestream shall only use Approved Sub-Processors to process Personal Data.

19.13

Bridgestream shall remain liable to the Client for the performance of an Approved Sub-Processor’s data protection obligations.

19.14

Notwithstanding any other Clause in this Clause 19, You and Bridgestream agree that, where Bridgestream or an Approved Sub-Processor determines the means or purpose of processing the Personal Data, Bridgestream or such Approved Sub-Processor shall be acting as a Controller in relation to the Personal Data and not as a Processor.

19.15

For the avoidance of doubt, Bridgestream and each Approved Sub-Processor acts as a Controller when it is, amongst other things, conducting activity required to comply with:

19.16

19.17

Bridgestream shall at Your cost:

19.18

The information and audit rights set out in Clause 19.17 only arise to the extent that the relevant Engagement Contract does not otherwise include an obligation to provide information and audit rights meeting the requirements of applicable Data Protection Laws (including Article 28(3) of the GDPR).

19.19

You shall:

19.20

Where Bridgestream is not acting as Controller it shall, on becoming aware of a Personal Data Breach:

19.21

Subject to Clause 19.22 below and save as may be set out in any Engagement Contract, Bridgestream shall promptly and to the extent technically possible on Your written request, delete and procure the deletion of all copies of Personal Data obtained in respect to the provision of the Services after processing by Bridgestream of any Personal Data is no longer required for the purpose of Bridgestream's performance of its relevant obligations under this Clause or the Engagement Contract(s).

19.22

Notwithstanding Clause 19.21 above, Bridgestream and each Approved Sub-Processor may retain Client Personal Data to the extent required by and for such period as per its rights under this Engagement Contract, in accordance with Applicable Laws to which it is subject, or in order to exercise, bring and defend a legal claim in accordance with its internal retention policy(ies).

20.

DELEGATION AND OUTSOURCING

20.1

Subject to Applicable Law, in the performance of the Services Bridgestream may delegate and/or outsource the whole or any part of its powers, duties, discretions and functions hereunder (and such delegation shall include the power to sub-delegate) to:

20.2

Subject to Applicable Law Bridgestream shall not be liable for any loss to You arising from the delegation or outsourcing pursuant to:

Subject to Applicable Law, all correspondence files and records (other than statutory corporate records) and all information and data held by Bridgestream on any computer system is the sole property of Bridgestream for its sole use and You shall not have any right of access thereto or control there over.

22.1

Bridgestream will keep all such deeds and other documents which it considers appropriate, or where it is requested by You to do so, in its safe custody facilities. These facilities are carefully regulated and controlled and designed to limit the possibility of unauthorised access or damage by fire. Bridgestream does not accept items of value such as jewellery or other personal items of value into its safe custody facilities. In the absence of a court of competent jurisdiction’s finally adjudicated actual fraud, Gross Negligence or wilful misconduct, Bridgestream accepts no responsibility for any deeds or documents held in safe custody that are damaged or lost as a result of theft, fire or water damage.

22.2

Where Bridgestream retains originals or copies of any documents belonging to You following the termination of the Services, Bridgestream reserves the right (but shall not be under an obligation):

22.3

Subject to Applicable Law, Bridgestream shall not be required to retain original documentation and correspondence for a period of more than 1 month after the document was created or received, subject to such documentation and correspondence being scanned and stored in electronic format.

All transfers and transmissions of funds, assets or documents are made at Your risk. Bridgestream shall not be liable for any loss, damage or delays howsoever caused which are not directly caused by Bridgestream following a court of competent jurisdiction’s final adjudication of actual fraud, Gross Negligence or wilful misconduct on the part of Bridgestream.

24.1

Certain members of Bridgestream are regulated by applicable authorities. A full list of such regulated entities is published on Bridgestream’s website at www.bridgestreamgroup.com/regulatory.

24.2

In the event that You are not satisfied with the Services provided by Bridgestream, Bridgestream has established a complaints procedure. In the first instance, You should write to the relevant director of Bridgestream detailing the complaint. Bridgestream reserves the right to determine whether a question or comment raised by You amounts to a complaint unless You specifically notify Bridgestream that the item raised is a complaint.

24.3

Unless expressly agreed with You to the contrary, Bridgestream will provide a written acknowledgment to You within 10 working days of receipt of a complaint confirming that the complaint has been received and is being considered. Bridgestream will thoroughly investigate the complaint and keep You informed about the progress of their complaint, including the details of any actions being taken to resolve their complaint, and will advise You in writing when it considers the complaint to be closed. If the complaint is not upheld Bridgestream will clearly state to You the reason(s) for rejecting the complaint.

25.4

If after taking action You are still dissatisfied, a further complaint may be made to the regulator of the relevant member of Bridgestream, the contact details of which are available upon request.

Bridgestream may record telephone conversations for the purpose of providing the Services, for training purposes and to evidence compliance with instructions or regulatory requirements. For further information please see our Privacy Notice at www.bridgestreamgroup.com

If at any time one or more of the provisions of the Engagement Contract becomes invalid, illegal or unenforceable in any respect, that provision shall be severed from the remainder and the validity, legality and enforceability of the remaining provisions shall not be affected or impaired in any way.

27.1

Bridgestream are committed to acting professionally, fairly and with integrity in all of our business dealings and relationships, and will not tolerate bribery or corruption of any sort. In order to enforce this position, Bridgestream will not tolerate the making, offering, giving, demanding, accepting a payment or transfer of anything of value or any advantage (including the provision of any service, gift or other entertainment on Bridgestream's behalf or on behalf of You) by all such partners or employees as an inducement for any improper purpose or business advantage which is illegal, unethical or a breach of trust.

27.2

In certain circumstances, Bridgestream will be required by law to report any evidence of, or a suspicion of the evidence of bribery or corruption. Bridgestream are prohibited from notifying or otherwise informing You that any such report has been made.

27.3

Where Bridgestream becomes aware of or suspects the occurrence of any bribery or corruption in connection with You, or any matter on which we act for You, we reserve the right to decline Your instructions or terminate the Engagement Contract at our discretion.

27.4

You shall not engage in modern slavery or human trafficking and You shall take all reasonable steps to ensure that modern slavery and human trafficking are absent from your supply chain and from those of your affiliates and counterparties.

28.1

Save as stated in this Clause 28, a person who is not a recipient of Services or a party to an Engagement Contract shall have no rights under any applicable law to enforce any term of that Engagement Contract.

28.2

As set out in Clause 9.9, an Indemnified Person may enforce its rights under the Engagement Contract directly against You at any time, whether or not it is a party to the Engagement Contract. Nothwithstanding the foregoing, the Engagement Contract may be rescinded or varied at any time by its parties in accordance with its terms without the consent of any such third party.

29.1

Other than for the recovery of fees and expenses, where Bridgestream shall have the option to select the appropriate jurisdiction, including but not limited to the jurisdiction of the ultimate debtor(s), these Terms shall be governed by the laws of the Cayman Islands.

29.2

Other than for the recovery of fees and expenses, where Bridgestream shall have the option to select the appropriate forum, including but not limited to the courts of the jurisdiction of the ultimate debtor(s), You agree to submit to the exclusive jurisdiction of the courts of the Cayman Islands to settle any dispute that arises out of or in connection with these Terms. You shall waive any objection to and shall submit to the jurisdiction of the said courts and waive any right to claim that other courts constitute an appropriate forum.