NOBLE TRUST COMPANY AG
GENERAL TERMS OF BUSINESS
1. Definitions and interpretation
The following definitions and rules of interpretation shall apply:
1.1 “Agent” means any person appointed by a Client as agent, advisor or other intermediary
for that Client and who interacts with any Group Company on behalf of the Client in connection
with the Services;
1.2 “Client” means the person or persons to whom any Group Company has agreed to provide
1.3 “General Terms of Business” means the general terms of business set out in this
1.4 “Group Company” means:
(b) any subsidiary companies of NTCAG;
(c) any holding company of NTCAG;
(d) any associated company of NTCAG;
(and “Group Companies” shall be construed accordingly);
1.5 “Liabilities” means all liabilities, costs, expenses, damages, losses and Tax Liabilities
including any direct, indirect or consequential losses, loss of profit, loss of reputation and
all interest, penalties and legal and other professional costs and expenses;
1.6 “Indemnified Persons” means each Group Company and the directors, officers and
employees of each Group Company and each of them and the respective heirs successors,
personal representatives and the estates of such directors, officers and employees and each
1.7 “Services” means the services to be provided by a Group Company to, on behalf of,
or for the benefit of the Client as detailed in the Terms of Engagement;
1.8 “NTCAG” means Noble Trust Company AG;
1.9 “Tax Liabilities” means any tax liabilities, interest or penalties in any jurisdiction
whether or not legally enforceable against a Group Company;
1.10 “Terms of Engagement” means any terms agreed between the Client (or an Agent
on behalf of the Client) under which a Group Company is instructed to provide Services
to, on behalf of or for the benefit, of the Client and incorporates, the Letter of Engagement
and these General Terms of Business;
1.11 a reference to a party means the Client or NTCAG (as the case may be);
1.12 a reference to a statute or statutory provision is a reference to it as amended, extended
or re-enacted from time to time; and
1.13 clause headings shall not affect the interpretation of the Terms of Engagement.
2.1 The Services shall be provided to the Client by NTCAG and or a Group Company (or
Group Companies, as appropriate) as set out in the Terms of Engagement. Services may
be outsourced to affiliated companies and/or third parties at NTCAG’s sole discretion.
2.2 No Group Company provides tax, legal or investment advice and the Client acknowledges
that the Client is not relying on any Group Company for the provision of such services.
2.3 Each Group Company may take such tax, legal or investment advice in relation to the
Services as its directors, officers and employees may consider appropriate in the circumstances
and the Client shall be responsible for any professional fees or expenses incurred by any such
3. Fees and expenses
3.1 The fees to be charged for the Services shall be as set out in the Terms of Engagement.
3.2 Each Group Company may require the Client to reimburse it for any third party expenses
or costs incurred by the Group Company in the provision of the Services.
3.3 Each Group Company reserves the right to submit invoices in writing, by facsimile or by
3.4 Invoices for fees and expenses are payable within 14 days of receipt.
3.5 In the event that an invoice remains unpaid for more than 30 days after the date of issue
interest shall accrue from that date on the balance outstanding at 5% per annum until such
time as full and final settlement of the invoice is made.
3.6 Each Group Company is entitled to recover from the Client on demand on a full indemnity
basis all costs and expenses (both before and after judgment) as are incurred by such Group
Company in securing payment of its fees and expenses.
4.1 In the provision of the Services any Group Company may accept instructions from and
communicate with a Client by e-mail, by facsimile transmission, in writing or by telephone
4.2 The Group Companies and their directors, officers and employees are under no obligation
to verify the validity of any instructions, requests or directions made by the Client or an Agent.
4.3 The Group Companies and their directors, officers and employees shall reserve the right to
obtain an instruction confirmation from the Client and or Agent by e-mail or by telephone as
they may consider appropriate.
4.4 No Group Company shall be liable for any Liabilities for:
(a) acting in response to instructions, requests or directions which purportedly originate
from the Client or an Agent; or
(b) the non-receipt of any instructions, requests or directions; or
(c) any breach of confidentiality occasioned by communicating with the Client by e-mail,
facsimile or by telephone.
5.1 The Client shall release the Indemnified Persons from and indemnify the Indemnified Persons
against all Liabilities suffered or incurred by the Indemnified Persons in providing the Services
provided that this indemnity shall not apply to any Liabilities occasioned by the fraud or wilful
misconduct or gross negligence of such Indemnified Person.
5.2 The release and indemnity set out in clause 5.1 shall survive the termination of the Terms of
6. Representations and warranties
6.1 The Client represents and warrants to each Group Company that:
(a) all information and documentation provided by the Client (or an Agent on the Client's
behalf) to each Group Company is materially accurate and truthful;
(b) any funds to be transferred to a Group Company by the Client are not derived from
any activities that contravene (or would contravene if carried out in Guernsey) anti-money
laundering laws or regulations in Guernsey or in any other relevant jurisdiction;
(c) the Client agrees to provide any information deemed necessary by any Group Company
to comply with the Group Company's anti-money laundering programs and related
responsibilities from time to time (including for the avoidance of doubt but without
limitation pursuant to the US Foreign Account Tax Compliance Act, any intergovernmental
agreements related thereto and to any domestic legislation enacted pursuant to other relevant
(d) the Client has taken such tax advice in such jurisdictions as the Client considers necessary
in order to properly consider the tax implications of the Group Companies providing the
Services to the Client; and
(e) the Client has read and fully understood the Terms of Engagement (including, for the
avoidance of doubt, these General Terms of Business).
6.2 NTCAG represents and warrants to the Client that:
(a) it is duly incorporated and in good standing in Zug, Switzerland;
(b) all the Group Companies are duly licensed / regulated to provide the Services in each of the
jurisdictions in which the Services are offered; and
(c) all the Group Companies maintain (or are part of a group which maintains) professional
indemnity insurance in accordance with the applicable legal requirements.
7.1 The Client may terminate the Terms of Engagement with three months' (3) prior written
notice to NTCAG.
7.2 NTCAG may terminate the Terms of Engagement with one month's (1) prior written notice
to the Client.
7.3 Each Group Company reserves the right to cease to provide Services and to terminate the Terms
of Engagement if an invoice remains outstanding for more than 60 days. In such circumstances,
each Group Company may make such arrangements for the administration of the Client's affairs
as it considers necessary which may include (without limitation) finding a replacement service
provider or distributing any assets held by a Group Company (whether in a fiduciary capacity
or otherwise) to the Client.
7.4 Either party may terminate the Terms of Engagement with immediate effect by giving written
notice to the other party if the other party commits a material breach of the Terms of Engagement
(which shall include a breach of the representations and warranties set out at clause 6 above) and
(if such breach is remediable) fails to remedy that breach within 14 days after being notified in
writing to do so.
7.5 Each Group Company shall continue to be entitled to remuneration for its Services and
reimbursement for its expenses following the termination of the Terms of Engagement for any
additional work it is required to carry out in relation to the Client's affairs.
8.1 NTCAG takes all complaints very seriously. Any complaints should be formally documented
in writing and submitted to a member of the board of NTCAG. NTCAG will acknowledge the complaint
within 14 days of receipt and will respond in a timely manner.
8.2 In the event that the director is unable to resolve the complaint to the Client's satisfaction,
the Client should contact the Group CEO.
9. Anti-money laundering
9.1 The Client agrees to provide NTCAG with such due diligence information and documentation
as it may require to enable it to comply with its obligations under:
(a) the regulations of VQF Financial Services Standards Association, an official,
FINMA-recognised Self-Regulatory Organisation (“SRO”) pursuant to the Anti-Money
Laundering Act (“AMLA”); and
(b) any other applicable legislation, regulation or guidance from time to time.
9.2 The Client agrees to provide each Group Company with such due diligence information and
documentation as each Group Company may require to enable it to comply with its obligations
under its applicable Anti-Money Laundering Legislation or the regulations of its SRO pursuant
to the AMLA.
9.3 The Client acknowledges and agrees that the obligation to provide due diligence information
under clause 9.1 and clause 9.2 is a continuing obligation and that each Group Company may
require such further due diligence information or documentation as it considers necessary from
time to time.
10.1 The Group Companies shall use reasonable endeavours to protect any confidential information
concerning the Client and shall not disclose such information to any person except as permitted by
10.2 Each Group Company may disclose confidential information relating to the Client to:
(a) its officers, directors, employees, representatives or advisers who need to know such
information for the purposes of carrying out its obligations under the Terms of Engagement;
(b) as may be required by applicable law, court order, judicial process or any governmental
or regulatory authority in any relevant jurisdiction;
(c) to any service provider who requires the provision of such information as part of providing
services to any Group Company; and
(d) any person with the prior authorisation of the Client or the Agent.
10.3 Each Group Company shall keep and preserve such records and documents as shall be necessary
for it to reasonably comply with its obligations under applicable law.
11. Data protection
11.1 The Client consents to NTCAG procuring, holding and otherwise processing the Client's personal
data and sensitive personal data in accordance with the provisions of the SR 235.1 Federal Act on Data
11.2 The Client consents to any Group Company procuring, holding and otherwise processing the Client's
personal data and sensitive personal data in accordance with the provisions of the applicable legislation on
12. Document retention
12.1 NTCAG shall keep and preserve such records and documents as shall be necessary for it to reasonably
comply with its obligations under the Swiss Code of Obligations.
12.2 Each Group Company shall keep and preserve such records and documents as shall be necessary for
it to reasonably comply with its obligations under the applicable legislation of its jurisdiction.
13.1 NTCAG reserves the right to vary these General Terms of Business at any time.
13.2 If there is any variation to these General Terms of Business, NTCAG will:
(a) publish the varied General Terms of Business at www.nobletrustcompany.com/terms; and
(b) to the extent that, in the reasonable opinion of NTCAG, the variation materially affects the
interest of any Client, give notice of that variation to that Client.
14.1 No failure or delay by any Group Company to exercise any right or remedy provided in the Terms
of Engagement or by law shall constitute a waiver of that or any other right or remedy, nor shall it
preclude or restrict further exercise of that or any other right or remedy. No single or partial exercise
of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.
14.2 No Group Company shall be in breach of the Terms of Engagement nor liable for delay in
performing, or failure to perform, any of its obligations under the Terms of Engagement if such
delay or failure results from events, circumstances or causes beyond such Group Company's
14.3 The Client shall not assign, transfer or deal in any other manner with any of its rights and
obligations under the Terms of Engagement without the prior written consent of the other party.
NTCAG may assign, transfer or deal in any other manner with its rights and obligations under
the Terms of Engagement as it deems advisable to provide the Services contracted hereunder.
14.4 The Terms of Engagement constitute the entire agreement between NTCAG and the Client
and supersede all previous agreements, arrangements and understandings between them, whether
written or oral. Any modification of the Terms of Engagement and the General Terms of Business
shall be valid only if agreed to in writing by both parties.
14.5 If any court or competent authority finds that any provision or part of any provision of the
Terms of Engagement is invalid, illegal or unenforceable, that provision or partprovision shall, to
the extent required, be deemed to be deleted, and the validity and enforceability of the other
provisions of the Terms of Engagement shall not be affected.
14.6 If any invalid, unenforceable or illegal provision of the Terms of Engagement would be valid,
enforceable and legal if some part of it were deleted, the provision shall apply with the minimum
modification necessary to make it legal, valid and enforceable.
15. Governing law and jurisdiction
15.1 The Terms of Engagement between each Client and NTCAG when providing Services shall
be governed by the laws of Switzerland, excluding any conflict of law provisions and the Client
shall irrevocably submit to the jurisdiction of the courts of Zug.
15.2 NTCAG may also bring any action against the Client in any other court having jurisdiction,
be it in Switzerland or abroad.