1.1 These Terms and Conditions of Business (“Terms”) govern the provision of Services by Sevoria Limited and/or any of its wholly owned subsidiaries, SV Directors Limited and BH Nominees Limited as the context requires (together “Sevoria”, “we”, “us” or “our”).
1.2 Sevoria Limited, SV Directors Limited and BH Nominees Limited are each a non-cellular company limited by shares, incorporated in Guernsey with registered numbers 74747, 77145 and 77146 respectively.
1.3 The registered office address of each company is Mill Place, Rue du Pre, St Peter Port, Guernsey GY1 1LT.
1.4 Sevoria Limited is licensed and regulated by the Guernsey Financial Services Commission (“GFSC”) (GFSC Reference 3084435) under:
SV Directors Limited (GFSC Reference 3084437) and BH Nominees Limited (GFSC Reference 3084438) are secondary licensees under the Fiduciaries Law.
1.5 Notwithstanding any agreement herein, Sevoria shall not be required to take, or refrain from taking, any action that may breach applicable law, regulatory guidance or sanctions requirements, or that may jeopardise any regulatory licence, authorisation or approval.
1.6 Subject to clause 1.8, these Terms apply to all Services we provide to you and/or an Entity unless expressly varied in writing.
1.7 These Terms should be read together with:
1.8 Where Sevoria and the Client have entered into a separate written agreement (including, without limitation, a fund administration agreement, but excluding a listing sponsor agreement or listing agent agreement to which these Terms shall not apply) (a “Specific Agreement”), the terms of that Specific Agreement shall prevail to the extent of any actual inconsistency with these Terms. A provision in a Specific Agreement that is silent on a matter addressed in these Terms is not inconsistent and in such circumstances these Terms shall apply. Where multiple Specific Agreements exist, the laterdated Agreement prevails in the event of any inconsistency other than in respect of any inconsistency relating to the types of Services provided under the Specific Agreements, to the extent these are different, for which the terms of the relevant Specific Agreement will prevail.
2.1 In these Terms and in any Agreement:
2.2 In these Terms and in any Agreement:
3.1 We may provide one or more of the following Services in connection with these Terms:
3.2 We provide administrative, fiduciary and governance services only. We do not provide, have no liability for, and nothing in these Terms or in our dealings with a Client or an Entity shall be construed as us providing:
Any comments, assistance or information we provide are of a general or administrative nature only and must not be relied upon as advice of any kind. You should obtain independent professional advice as appropriate.
3.3 Where requested by a Client or Entity, or where appropriate in the course of providing our Services, we may arrange for, obtain, or transmit advice from suitably qualified thirdparty professional advisers in relation to the matters listed above. In doing so, we act solely as an intermediary and not as an adviser. Any such advice is given by the relevant thirdparty adviser and remains their sole responsibility. We do not adopt, endorse, verify or assume responsibility for that advice.
3.4 Our obligation is to exercise reasonable skill and care in performing the Services; we do not undertake to achieve any particular outcome or result.
3.5 We will perform the Services in such manner and to such extent as we, acting in our capacity as a licensed fiduciary, consider appropriate and proportionate, having regard to Applicable Law and our professional obligations.
3.6 Subject to the terms of the Agreement and any Applicable Law, we will provide Clients or an Entity with information to which they are entitled, or, if this is not possible, we will promptly explain why such information cannot be provided.
4.1 The Client (and any Entity) represents and warrants that, in entering into the Agreement and in connection with the Services, it is acting wholly for the purposes of its trade, business, craft or profession, and not as a consumer for the purposes of the Trading Standards (Fair Trading) (Guernsey) Ordinance, 2023 or any successor or replacement consumer protection legislation in force in Guernsey from time to time. The Client acknowledges and agrees that Sevoria provides the Services exclusively to non-consumer clients. The Client undertakes to notify Sevoria promptly if it ceases to meet the foregoing criteria. Sevoria reserves the right to suspend or terminate the Services with immediate effect if the Client becomes, or Sevoria reasonably determines is likely to be treated as, a consumer for the purposes of any applicable consumer protection legislation.
4.2 Our duties are owed to the Client or, where the Services relate to an Entity, to that Entity. Statutory, fiduciary and regulatory obligations may require Sevoria to act having regard to the interests of shareholders, beneficiaries, investors or other stakeholders to the extent required by applicable law, regulation or regulatory guidance.
4.3 Where Services fall under the POI Law, Sevoria will notify the Client in writing of its categorisation as a retail client, professional client or eligible counterparty and, prior to providing Services:
4.4 Client categorisation may affect the level of protections, disclosures, reporting, suitability assessments and other conduct of business requirements applicable to the Services. Sevoria may rely on the Client’s categorisation unless and until notified otherwise in writing.
5.1 Sevoria is required to comply with applicable AML/CFT/CPF and sanctions laws and regulations, together with any related guidance issued by competent authorities.
5.2 The Client shall promptly provide, or procure the provision of, all information and documentation, in a form acceptable to us, that we may require from time to time in connection with the provision of the Services in order to, among other matters:
This may include (without limitation) information relating to source of funds, source of wealth and ongoing transactional activity.
5.3 We may suspend or terminate any of the Services, or delay, decline or refuse to act, without liability, where required by Applicable Law, where we consider, in our sole discretion, adequate or timely information has not been provided, or where we consider, in our sole discretion, that acting may breach, or risk breaching, applicable AML/CFT/CPF, sanctions or regulatory requirements.
5.4 Sevoria shall not be liable for any loss, cost, delay or failure to act arising from, or in connection with, compliance with Applicable Law, including any directions, requests or restrictions issued by law enforcement agencies, regulators, taxation or judicial authority, governmental bodies or competent authorities.
5.5 Any time, cost or expense reasonably incurred by Sevoria in complying with AML/CFT/CPF, sanctions or other regulatory obligations (including enhanced due diligence, politically exposed person screening, remediation exercises, responding to regulatory enquiries, or investigating unusual activity) may be charged to, and shall be payable by, the Client or the relevant Entity.
5.6 The Client and any Entity acknowledges and agrees that Sevoria may make disclosures in good faith to competent authorities as required or reasonably requested under Applicable Law. The Client and the Entity shall indemnify Sevoria against any claim or loss arising from such goodfaith disclosures.
6.1 The Client shall:
6.2 The Client represents and warrants that:
6.3 Sevoria will communicate with the Client and/or the Entity, as applicable, by way of letter, email, telephone or any combination of the above at the address or number last given to Sevoria by the Client and/or the Entity, as applicable, in communication generally. Sevoria assumes that the Client and/or the Entity is willing to receive all general correspondence sent via email. The Client and/or the Entity will inform Sevoria if it has specific confidentiality requirements, such as a requirement for encrypted emails. The cost of setting up any encryption facility on Sevoria’s system may be added as a disbursement at Sevoria’s discretion. Should the Client and/or the Entity not wish Sevoria to communicate with the Client and/or Entity via any particular method, the Client and/or Entity must instruct Sevoria accordingly and Sevoria shall consider such requests in its discretion.
6.4 Sevoria is entitled to accept instructions on behalf of the Client and/or the Entity from any person believed by it (acting reasonably) to be acting on behalf of that Client and/or Entity or as agent for the Client and/or an Entity. Where the Client and/or Entity is more than one person or an entity, Sevoria is entitled to rely on the instructions of any one such person or any director, member, trustee, councillor, general partner or other person who has responsibility for direction, management or oversight of the Client and/or Entity (as applicable) pursuant to the Client’s and/or Entity’s respective constitutional documents or any other person notified by the Client and/or the Entity, as applicable, to Sevoria. Such instructions may be communicated orally, in writing, electronically or otherwise with and without authentication and provided that Sevoria is satisfied as to their authenticity, it may act upon the instructions.
6.5 Sevoria may in its discretion refuse, delay or defer to act in accordance with any instructions, without giving any reason and without being liable for any loss that may be occasioned thereby.
6.6 Subject to these Terms, Sevoria shall use reasonable endeavours to act on any instruction, which requires same day or urgent action promptly, with a view to that instruction being actioned within the next 24 hours provided a full Business Day falls within those next 24 hours, the relevant markets are open for trading and there are no other circumstances which would prevent the instruction being implemented in Sevoria’s discretion. Sevoria provides no guarantee that an instruction will be acted upon in the requested timeframe.
6.7 We do not accept liability for acting on instructions that are conflicting, late, incomplete or unclear, or for any failure to act pending receipt of clarification.
6.8 We may request written confirmation of any instruction, information or decision and may refrain from acting until such confirmation or clarification has been received.
6.9 The Client warrants that all assets, funds or property introduced to any Entity, or used in connection with the Services, are lawfully obtained and do not represent the proceeds of crime, corruption, tax evasion, terrorist financing or proliferation financing.
6.10 The Client confirms it and any Entity is, and will remain, solvent and able to meet its contractual and statutory obligations (including fees and third-party expenses) as they fall due and will notify Sevoria immediately of any change in its financial position that may render this statement untrue.
6.11 The Client shall not transfer, dispose of, assign, pledge or otherwise encumber its interest in any Entity without giving Sevoria prior written notice.
6.12 The Client shall procure the provision of all information and documentation reasonably required in relation to any entity, trust, arrangement or structure connected with, controlled by or otherwise relevant to the Entity or the Services.
6.13 The Client shall ensure that its advisers, investment managers, directors, managers, officers, trustees, partners, shareholders or beneficiaries (as applicable) promptly provide any information or documentation reasonably required for the performance of the Services or for Sevoria to comply with legal or regulatory obligations.
7.1 Where Sevoria provides directors to an Entity, those directors:
7.2 Where a nominee shareholder is provided:
7.3 The Client and each Entity jointly and severally agree to indemnify and hold harmless all directors, alternate directors and nominee shareholders provided by Sevoria in accordance with clause 15.6.
7.4 Sevoriaappointed directors and nominees may resign at any time in accordance with Applicable Law and the constitutional documents of the Entity, including, without limitation, where resignation is necessary to comply with legal or regulatory obligations, where the Client fails to provide required instructions or information, or where any fee, expense or disbursement remains unpaid after the due date in accordance with clause 12 (Fees & Expenses).
8.1 Sevoria is not a bank and is not authorised to undertake deposittaking or other regulated banking activities. Sevoria does not accept, receive, or hold client money in accounts in the name of any Sevoria Group entity. Sevoria does not operate pooled accounts or mixed-client money arrangements. At no time shall Client or Entity money be held together with the assets of another client or with the assets of Sevoria.
8.2 Where required and practicable, Sevoria may assist in opening and maintaining bank accounts in the name of the Entity. Such accounts shall be held at a financial institution selected by the Client or, where authorised, selected by Sevoria on the Client’s behalf.
8.3 Where agreed in writing, Sevoria may operate or manage daytoday transactions on bank accounts belonging to the Entity, strictly within the limits of the authority provided by the Entity.
8.4 All funds held in accounts belonging to the Entity shall remain the property of the Entity. Sevoria shall not acquire any beneficial or equitable interest in such funds by virtue of operating or managing the account.
8.5 While Sevoria exercises reasonable care when assisting in selecting or liaising with banks, Sevoria accepts no responsibility or liability for the failure, insolvency, default, performance or other acts or omissions of any financial institution, nor for its failure to honour its obligations to the Client or the Entity (whether relating to principal, interest or otherwise).
8.6 Any bank charges, fees or deductions applied by the financial institution shall be borne by the Entity. Any interest earned on accounts shall accrue to the benefit of the Entity.
8.7 The Client undertakes to provide Sevoria with all information and instructions necessary to manage and operate any bank accounts on behalf of the Entity. Sevoria shall not be liable for any delay or inability to act arising from incomplete, unclear or inadequate instructions.
8.8 Sevoria may decline to operate or may suspend its operation of any bank account where:
8.9 Sevoria must be satisfied of the source of any monies to be received by, from, or on behalf of the Client and/or any Entity and will not accept funds unless so satisfied.
9.1 Accounting services are provided based on information supplied by the Client. Sevoria may rely on accounting records, bank statements, valuations, schedules, reports or other information provided by the Client, the Entity, investment managers, custodians, bankers, auditors or third‑party service providers without independent verification, unless otherwise expressly agreed.
9.2 Responsibility for the accuracy, completeness and adequacy of the accounting records, underlying data and financial statements remains with the Client and its directors (or equivalent officers).
9.3 We do not audit, verify or provide assurance on financial information unless expressly agreed in writing. Any such engagement will be subject to separate terms.
9.4 Where accounts require audit, the Client shall provide, or procure the provision of, all information, explanations and supporting documents reasonably required by Sevoria or the auditors. Any auditrelated work undertaken by Sevoria (including assistance with yearend close, reconciliations or responding to auditor queries) will be charged separately if not included in the scope of work stipulated in the Letter of Engagement.
9.5 Sevoria shall not be liable for any delay, inaccuracy, omission or deficiency in financial reporting to the extent arising from incomplete, inaccurate or late information from the Client or from any third party acting for or on behalf of the Client or the Entity.
9.6 Where appropriate and agreed, Sevoria may prepare shortform or summary financial statements based on information extracted from the Entity’s accounting records, bank statements, investment reports, custodian statements or other thirdparty data. Shortform accounts may not contain full transactional detail and may not provide a comprehensive representation of the underlying financial position or performance. Where such shortform accounting is used, the Client and each Entity acknowledges and agrees that:
9.7 Where Sevoria is not engaged to maintain the accounting records and/or prepare financial statements for any Entity, you undertake:
10.1 The Client confirms that they have taken, and continue to take during the duration of the Services, in respect of themselves and any relevant Entity, appropriate tax, accounting, legal , financial and other advice with regard to the establishment of the Entity and its proposed activities and for ensuring that they and the Entity comply with all Applicable Law in all relevant jurisdictions, including but not limited to the provisions of the Economic Substance Law and, if requested, will provide copies of advice relevant to the Services or Sevoria’s responsibilities.
10.2 The Client shall continue to familiarise itself with any legal, taxation or regulatory obligations applicable to it throughout the duration of the Services and shall notify Sevoria of any changes to such obligations that the Client wishes Sevoria to take into account when providing the Services.
10.3 Sevoria does not provide investment advice. Where investment advice is required in relation to the Client or an Entity or otherwise, such advice must be obtained from an independent thirdparty investment manager. Sevoria may relay advice received from such third parties but shall not be deemed to be giving or endorsing that advice.
10.4 Sevoria cannot advise the Client and/or an Entity on the merits, suitability or consequences of any transaction the Client may enter into. The Client and/or an Entity remains solely responsible for all commercial decisions it makes.
10.5 Sevoria does not offer legal, taxation or regulatory advice. At all times, the Client and the Entity (including any beneficiaries, beneficial owners, council members, directors or officers, as applicable) must rely on their own independent professional advisers.
10.6 If Sevoria brings to the attention of the Client or an Entity that a particular course of action (or inaction) may have tax, legal or regulatory implications, such communication is not advice and must not be relied upon as such. The Client shall obtain any additional professional advice it considers necessary.
10.7 Sevoria accepts no liability for the tax consequences of any actions it undertakes in relation to the Entity or the provision of the Services.
10.8 Upon any change in the circumstances of the Client or an Entity or any of their respective beneficiaries, beneficial owners, partners, directors or officers; any distribution or payment being made; or any activity giving rise to tax or legal implications, the Client shall, where it considers necessary, instruct Sevoria regarding any reporting or other actions required under Applicable Law or by any tax, regulatory or governmental authority. Sevoria will not be responsible for any reporting or filing obligations (for tax, legal or other purposes) relating to the Entity unless Sevoria has a statutory obligation or has expressly agreed in writing to undertake such obligations.
10.9 Except where Sevoria has expressly agreed to provide a Service, the Client or any other party associated with the Entity is solely responsible for its own legal, accounting and tax affairs, including all filings, payments and compliance with Applicable Law in any jurisdiction. Sevoria has not provided, and does not provide, any legal, accounting, regulatory or tax advice, and no communication with Sevoria shall be construed as such advice.
10.10 Sevoria may require the Client or an Entity to obtain legal or tax advice at the Client’s expense in respect of any matter concerning an Entity.
10.11 Sevoria may provide tax reporting services to qualifying Clients and Entities in relation to reporting obligations under Tax Reporting Standards (the “Tax Reporting Services”). Such Tax Reporting Services may be provided only where Sevoria has expressly agreed in writing to do so. Whether or not Sevoria has been engaged to provide Tax Reporting Services, Sevoria may disclose information required for reporting purposes in accordance with the confidentiality exceptions set out in clause 13 (Confidentiality & Data Protection).
10.12 The Client and each Entity undertake to keep Sevoria fully informed of any information relevant to reporting obligations under Tax Reporting Standards. The Client shall provide appropriate self-certifications where the Client or an Entity is an Account Holder (as defined under Tax Reporting Standards) and shall use reasonable endeavours to procure appropriate self-certifications from other Account Holders. The Client indemnifies Sevoria for any liability or loss arising in connection with Sevoria providing Tax Reporting Services to the Client or the Entity, in accordance with clause 15.6.
11.1 You acknowledge that an Entity may be subject to, and required to comply with certain reporting obligations under, the Economic Substance Law and, accordingly, you agree to:
12.1 Fees are charged in accordance with the Letter of Engagement or as otherwise agreed in writing with Sevoria.
12.2 Unless otherwise agreed, out of scope work will be charged at Sevoria’s prevailing hourly charge-out rates by staff seniority.
12.3 Where an estimate of fees is requested and given, it is only an indication of the amount anticipated as being the likely charge and shall not be regarded as an agreed fee for the work or transaction, unless specifically confirmed in writing by Sevoria.
12.4 Unless otherwise agreed in writing, Sevoria will invoice responsibility fees annually in advance and other fees quarterly in advance and payment is due within 30 calendar days of the invoice date. Interest may be charged on any overdue amount at a rate of 2% per annum above the Bank of England base rate, accruing daily.
12.5 Sevoria may require a retainer for project-based work or payments on account before commencing, continuing or completing the Services.
12.6 Invoicing currency is GBP unless agreed otherwise. Foreign exchange conversion charges for non-GBP payments may be recharged.
12.7 Sevoria’s charges are exclusive of any value added tax, goods and services tax or equivalent (“VAT/ GST”). If Sevoria becomes obliged to charge VAT/GST, the appropriate amount shall be added to Sevoria’s invoices so that Sevoria receives the full amount of the charges and VAT/GST.
12.8 All fees are exclusive of disbursements, expenses and third party costs incurred. Invoices shall include, where applicable, any out of pocket expenses and thirdparty costs incurred by Sevoria (in any manner determined by it) in providing the Services. Sevoria reserves the right to incur third-party costs as it deems appropriate in connection with the Services. These costs may include, without limitation, taxes, duties, filing fees, registry fees, courier or postage charges, regulatory fees, bank charges, external adviser fees, certification/notarisation, translation fees, necessary travel costs, and any other costs reasonably incurred on behalf of the Client or an Entity.
12.9 Sevoria is under no obligation to advance funds or pay any thirdparty costs or expenses on behalf of the Client or Entity unless held in cleared funds for that specific purpose.
12.10 The Client and each Entity undertakes to maintain at all times, and ensure that Sevoria is provided with, sufficient cleared funds to meet the following twelve months outgoings and charges (including all anticipated and actual fees, expenses, disbursements and thirdparty costs arising in connection with the provision of the Services) on a rolling basis in respect of such Client and/or Entity as applicable. The Client acknowledges that Sevoria shall not be required to incur any fee, expense, disbursement or thirdparty cost unless adequate funds have first been provided, and that Sevoria may decline to act or may defer or suspend the provision of any Service where such funds are not maintained.
12.11 In the absence of manifest error, invoices issued by Sevoria shall be conclusive as to the amounts due.
12.12 In the event that invoices are not settled when due, Sevoria reserves the right to:
12.13 All fees, including fixed fees, charge-out rates and activity-based fees, are reviewed annually, typically effective on 1 January each year, and may be increased in line with the prevailing Guernsey Retail Prices Index. Any such increases will be communicated to the Client.
12.14 Fees may also be subject to an increase in the event of significant regulatory change, material changes in scope, material changes in the Entity’s structure, assets, risk profile or ownership, or other circumstances that substantially impact service delivery. Sevoria shall be entitled at any time to give 30 calendar days’ notice to the Client of the remuneration which it proposes to charge as from the last day of such period of notice. If the remuneration so notified is not acceptable to the Client it shall notify Sevoria and, if no other agreement is reach between the parties, Sevoria may give notice of termination of the Agreement in accordance with clause 26 (Termination). If such notice of termination is given, remuneration in the termination period will be charged at the rates in existence prior to the notification by Sevoria of the proposed new rates.
13.1 Sevoria shall treat as confidential all information provided to it by a Client and/or an Entity that such Client and/or Entity identifies to Sevoria as confidential (or which due to its nature would reasonably be expected to be treated as confidential) relating to the Client’s or any Entity’s affairs.
13.2 Notwithstanding clause 13.1, Sevoria may disclose information which would otherwise be confidential in the following circumstances:
13.3 Sevoria and its officers are required to act in an open, honest and cooperative manner with regulators and competent authorities may disclose information to such authorities without liability, whether or not such disclosure is required by law.
13.4 Depending on the nature of the Services, we may obtain and process personal data as either a data controller or a data processor. Personal data may be processed for the purposes of providing the Services, complying with legal and regulatory obligations (including Tax Reporting Standards), managing Sevoria’s relationship with the Client, conducting risk management, and fulfilling administrative, operational and accounting requirements. In our Privacy Notice we set out how we obtain and use personal data and your rights in respect of personal data, all in accordance with the DP Law. We may update our Privacy Notice from time to time. A copy of the current version may be obtained from our website at www.sevoria.group.
13.5 The Client acknowledges that personal data may be transferred to, and processed in, jurisdictions outside the Bailiwick of Guernsey where data protection standards may differ from those in Guernsey. Where required by law, Sevoria will implement appropriate safeguards in respect of such transfers.
13.6 The Client shall ensure that any data subjects whose personal data is provided to Sevoria have been informed of the processing described in this clause, provided with our Privacy Notice, and that any necessary consents or notifications have been obtained.
13.7 The Client acknowledges that entities established in or administered from the Bailiwick of Guernsey may be required under the DP Law to register with, and pay an annual levy to, the Office of the Data Protection Authority (“ODPA”). Responsibility for assessing registration requirements, maintaining any registration, and paying the applicable levy rests at all times with the Client and, where relevant, its directors or equivalent officers.
13.8 At the Client’s request and subject to agreement on scope and fees, we may provide administrative assistance in relation to ODPA registration and levy matters, including submitting information to the ODPA on the Client’s behalf. Any such assistance is non-advisory, provided strictly in reliance on information supplied by the Client or its authorised representatives, and does not include verification of legal sufficiency or advice on data protection compliance
13.9 Where expressly agreed in writing, we may act as a levy collection agent (“LCA”) for the limited purpose of declaring and paying the ODPA levy on the Client’s behalf. In such circumstances:
Acting as LCA does not transfer any data protection obligations to us nor constitute legal or regulatory advice.
13.10 Where we provide services to multiple entities within a group, structure or fund arrangement, each entity shall be treated as a separate client for ODPA registration and levy purposes unless otherwise permitted by Applicable Law or ODPA guidance. Appointment of an LCA does not remove the requirement for each relevant entity to be properly assessed.
13.11 Where we do not act as LCA, the Client is responsible for registering directly with the ODPA or appointing an alternative levy collection agent. We have no obligation to monitor or enforce the Client’s compliance with ODPA registration or levy requirements unless expressly agreed in writing.
13.12 Unless agreed otherwise in writing, assistance with ODPA registration, levy payment, or acting as LCA constitutes out of scope work and is subject to our prevailing charge-out rates.
14.1 Sevoria is entitled to retain all records, documents and information which has come into existence in the course of Sevoria's provision of Services relating to the Client and any Entity for so long as it shall deem necessary to comply with Applicable Law or for so long as any invoices remain unpaid in accordance with clause 12 (Fees & Expenses). This right is without prejudice to any lien or right of set off to which Sevoria is entitled under these Terms.
14.2 Records may be created, maintained or stored in physical or electronic form. Sevoria may convert original documents into electronic format and may retain electronic copies in place of physical originals.
14.3 Sevoria may charge reasonable fees for the retrieval, review, copying, collating or provision of documents or records held in storage (in physical or electronic form), including costs incurred in retrieving archived materials.
14.4 Nothing in these Terms obliges Sevoria to retain records beyond the periods described in clause 14.1. After the relevant retention period, Sevoria may securely destroy all such records, documents, information and electronic files.
15.1 Nothing in these Terms excludes or limits any liability which cannot lawfully be excluded or limited by law.
15.2 Subject to clause 15.1 and any applicable legal or regulatory restrictions on limiting liability, Sevoria’s total aggregate liability to the Client or any Entity arising out of or in connection with the Services (whether in contract, tort (including negligence), breach of statutory duty or otherwise) shall be limited to the total fees paid to Sevoria for the Services in the twelve (12) months immediately preceding the event giving rise to the claim and shall be limited to that proportion of such loss, liability or damage suffered after taking into account (a) any contributory act or omission (or any contributory negligence) of the Client or any other such person respectively and (b) any amount which the Client or any other person respectively would have been entitled to recover from any other third party in the absence of any exclusion or limitation of liability agreed between the Client and such other third party. All related claims arising from the same act, omission or series of connected events constitute a single claim for the purposes of this clause.
15.3 Sevoria shall not be liable for any:
15.4 Sevoria may rely, in good faith, on any instruction, information, document, communication or representation reasonably believed to be genuine, accurate and authorised pursuant to clause 6.4. Sevoria is not responsible for verifying such information unless expressly agreed in writing.
15.5 Sevoria is not responsible for the acts or omissions of any bank, custodian, broker, investment manager, registrar, pricing service, adviser, agent or other thirdparty service provider engaged by or on behalf of the Client or an Entity, whether or not Sevoria assisted in their selection.
15.6 The Client and each Entity jointly and severally agree to indemnify, reimburse and hold harmless Sevoria and each of its directors, officers, employees, nominees, delegates and agents (each an “Indemnified Person”) against all losses, liabilities, claims, demands, actions, proceedings, damages, costs and expenses (including legal and professional costs on a full indemnity basis), whether incurred directly or indirectly, arising out of or in connection with:
15.7 The indemnity in clause 15.6 does not apply to the extent that any loss is caused by the fraud or wilful misconduct of Sevoria.
15.8 Sevoria shall not be required to take any legal action on behalf of the Client or any Entity unless fully indemnified to its reasonable satisfaction in respect of all costs and liabilities that may be incurred.
15.9 Sevoria may, with the Client’s consent (not to be unreasonable withheld or delayed) and at the Client’s cost, obtain and rely upon (without responsibility for losses) professional advice on any matter relating to the Services. Save as required by Applicable Law, Sevoria shall not be obliged to adopt such professional advice.
15.10 Each Indemnified Person shall take reasonable steps to mitigate losses that are the subject of an indemnity under this clause.
15.11 Sevoria, on behalf of an Indemnified Person, shall promptly notify the Client of any claim or circumstance giving rise to the right to be indemnified and shall:
15.12 All exclusions, limitations and indemnities in this clause survive termination of the Services and these Terms.
15.13 Sevoria shall have no liability for failure or delay in performing the Services to the extent caused by a Force Majeure Event.
15.14 Nothing in this clause affects any lien, setoff right or security interest to which Sevoria is entitled under these Terms or at law.
16.1 Sevoria provides services to a wide range of clients and Entities. Each of the Client and an Entity acknowledges and agrees that the provision of the Services are not exclusive and Sevoria may act and provide similar services for other clients whose interests may compete with, conflict with, or differ from those of the Client or any Entity. Sevoria is under no obligation to disclose to the Client or an Entity the identity of such clients or any engagement it may have with them, nor to account to the Client for any profit or benefit arising from such engagements, nor to obtain any approval from the Client or an Entity in order to provide such services.
16.2 Sevoria maintains policies and procedures designed to identify, manage and, where possible, avoid or mitigate conflicts of interest in accordance with applicable legal, regulatory and professional requirements. If Sevoria becomes aware of a conflict of interest involving the Client or an Entity, Sevoria will notify the Client where appropriate and put in place measures to preserve confidentiality and manage or address the conflict. Where Sevoria considers, in its reasonable discretion, that the conflict cannot be adequately managed, Sevoria may suspend or cease providing some or all of the Services.
16.3 In providing the Services, Sevoria may owe statutory, fiduciary, regulatory or governance duties to third parties, including but not limited to shareholders, beneficiaries, investors, creditors or directors of an Entity. Where such duties conflict with the Client’s instructions or with these Terms, Sevoria’s statutory, fiduciary and regulatory obligations shall prevail. Nothing in these Terms requires Sevoria to act in breach of any such obligations.
16.4 If the Client becomes aware of any actual or potential dispute, conflict, claim or litigation involving an Entity, the Client shall promptly notify Sevoria. Sevoria may take such steps as it considers necessary to protect the Entity, comply with its regulatory duties, or manage associated risks (including suspending instructions, seeking advice, or resigning from positions).
16.5 Sevoria shall not be required to disclose to the Client or an Entity any information that:
16.6 Nothing in these Terms shall prejudice the rights, powers or duties of any director, officer, or other person appointed by Sevoria to an Entity. Where Sevoria or its personnel act in such a capacity, they do so subject to the relevant duties imposed by Applicable Law and the constitutional documents of the Entity, which shall prevail in the event of any inconsistency with these Terms.
16.7 The existence of a conflict of interest shall not relieve the Client of any of its obligations under these Terms unless expressly agreed by Sevoria in writing.
17.1 The Client or an Entity may not assign, transfer, charge, declare a trust over, or otherwise dispose of any of its rights or obligations under an Agreement without the prior written consent of Sevoria. Sevoria may withhold such consent at its absolute discretion.
17.2 Sevoria may assign, transfer or novate any or all of its rights or obligations under an Agreement to:
Sevoria shall notify the Client of any such assignment, transfer or novation.
17.3 Sevoria may outsource or delegate any aspect of the Services to another member of the Sevoria Group without the Client’s consent, provided that such delegation:
17.4 Sevoria may, subject to Applicable Law, delegate any aspect of the Services to any suitably qualified third party.
17.5 For the avoidance of doubt:
17.6 Any assignment, novation or delegation under this clause shall not release the Client or Entity from its obligations under an Agreement unless expressly agreed in writing.
18.1 Sevoria shall not be liable for any failure or delay in performing, or for any interruption to the performance of, the Services to the extent arising from events, circumstances or causes beyond its reasonable control (“Force Majeure Event”). Such events may include, without limitation: acts of God; natural disasters; fire; flood; storms; war or armed conflict; imposition of sanctions or embargoes; acts of terrorism; civil unrest, civil commotion or riots; strikes, lockouts or other industrial action; epidemics or pandemics; interruption or failure of utility services, telecommunications, internet or IT systems; failure or nonperformance of thirdparty suppliers or service providers; government orders, restrictions or acts; and any action, direction or requirement of a regulatory, supervisory or governmental authority.
18.2 If Sevoria is affected by a Force Majeure Event, it shall:
18.3 Fees, expenses and disbursements shall continue to accrue and remain payable during any period affected by a Force Majeure Event.
18.4 Sevoria’s obligations shall resume as soon as reasonably practicable after the relevant Force Majeure Event has ceased. Sevoria shall not be liable for any loss, delay or failure in performance in any Services or for any loss of any kind arising out of or in connection with the Force Majeure Event or any delay in resuming performance.
18.5 If a Force Majeure Event continues for a continuous period of more than thirty (30) days such that the performance of any of the Services is materially affected, Sevoria may terminate the Services by giving fourteen (14) days’ written notice. Such termination shall be without prejudice to any rights or obligations accrued prior to the date of termination.
19.1 Sevoria and the Client shall use reasonable endeavours to discuss in good faith and seek to resolve amicably any concern or dispute arising out of or in connection with the Services or these Terms.
19.2 If the matter cannot be resolved informally, the Client may make a formal complaint. Complaints should be submitted in writing to the Client’s usual Sevoria contact or directly to a director of Sevoria. Sevoria maintains a complaints procedure, which is available upon request and may be amended by Sevoria from time to time.
19.3 Sevoria will handle complaints in accordance with its complaints procedure.
19.4 If the Client remains dissatisfied after completion of Sevoria’s internal complaints process, and if the Client is an eligible complainant within the scope of Channel Islands Financial Ombudsman (“CIFO”), the Client may be entitled to refer the complaint to CIFO. Details of CIFO’s eligibility criteria and referral procedures are available at www.cifo.org. CIFO may be contacted by telephone on +44(0)1534 669800 or +44(0)1481 722218 and its address is PO Box 114, Jersey, Channel Islands JE4 9QG.
20.1 Sevoria may amend these Terms and the Privacy Notice at its discretion. Any such amendments shall take effect on the date they are published on Sevoria’s website (www.sevoria.group) or are otherwise notified to the Client.
20.2 The Client agrees to review the Terms and the Privacy Notice periodically. The Client’s continued instructions to Sevoria after the effective date of any amendment shall constitute the Client’s acceptance of the amended Terms.
21.1 Any notice, communication or document (including invoices) given under these Terms or any Agreement shall be in writing, in English, and may be delivered by hand, post, airmail, courier, email or other permanent electronic means.
21.2 A notice shall be deemed duly given and received:
21.3 In proving service, it shall be sufficient to show:
21.4 Each party shall notify the other promptly of any change to its contact or notice details. Until such notice is received, service may be validly effected using the last notified details
22.1 These Terms and any Agreement and any dispute or claim arising out of or in connection therewith or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of the Island of Guernsey.
22.2 Unless Sevoria chooses (and the Client and the Entity each agree that Sevoria has a right to so choose including pursuant to clause 22.3 below) to bring a claim or dispute (including any claim or dispute for or in respect of the enforcement of a debt or judgment) against the Client and/or the Entity, as applicable, in any other court of competent jurisdiction, each of Sevoria, the Client and/or the Entity submit to the exclusive jurisdiction of the Royal Court of Guernsey to determine all and any claims and disputes in respect of the Services, these Terms and any Agreement, including any claims for the enforcement of a debt or judgment against Sevoria.
22.3 Sevoria may elect to submit any claim or dispute between Sevoria and the Client and/or the Entity (as applicable) in respect of the Services, these Terms and Agreement, as applicable, and which is not settled by agreement in writing between such parties within 20 Business Days after it arises, to:
23.1 The Agreement constitutes the entire agreement between the parties relating to the Services and supersedes all previous agreements, understandings and arrangements between the parties relating to the same subject matter.
23.2 The following provisions survive termination of the Services and/or these Terms: Fees & Expenses (12), Confidentiality & Data Protection (13), Records & Retention (14), Liability & Indemnities (15), Conflicts of Interest & Third Parties (16), Assignment & Delegation (17), Notices (21), Governing Law, Jurisdiction & Dispute Resolution (22), this clause 23 and Termination (26).
23.3 If any provision of these Terms or any Agreement is or becomes invalid, illegal or unenforceable, that provision shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable while preserving, as far as possible, the original intent and commercial effect of the provision. If such modification is not possible, the relevant provision shall be ineffective to the extent of its invalidity, illegality or unenforceability, without affecting the validity or enforceability of the remaining provisions, which shall continue in full force and effect.
23.4 A failure or delay by either party to exercise any right or remedy does not operate as a waiver of that or any other right or remedy. A waiver is effective only if in writing and applies only to the specific instance for which it is given.
23.5 Where the Client and Entity comprises of more than one person:
23.6 The Client and each Entity waives any rights which it may have pursuant to “droit de discussion” and “droit de division” and any other laws of Guernsey or elsewhere, to require that:
23.7 The parties shall do all things and execute all documents reasonably required to give effect to these Terms.
23.8 Nothing in these Terms creates a partnership, joint venture or agency relationship between the parties, save to the extent Sevoria acts as director, nominee or resident agent per these Terms.
24.1 All intellectual property rights in Sevoria’s name, trade marks, branding, website content, templates, methodologies, files, records, documents, data and any materials created or supplied by Sevoria in connection with the Services (“Sevoria Materials”) are and shall remain the exclusive property of Sevoria (or its licensors).
24.2 The Client is granted a nonexclusive, nontransferable licence to use Sevoria Materials solely for the purposes for which they are provided and solely in connection with the Services. The Client shall not copy, modify, distribute, disclose or use Sevoria Materials for any other purpose without Sevoria’s prior written consent.
24.3 The Client shall not use Sevoria’s name, trade marks, branding or any reference to Sevoria in any public communication, announcement or marketing material without Sevoria’s prior written consent.
24.4 All correspondence, working papers, internal files and records (other than statutory corporate records of an Entity) are Sevoria’s property. The Client has no right of access or control over such materials except as required by Applicable Law or expressly agreed.
24.5 Information on Sevoria’s website is for general information only and does not constitute legal or professional advice. Sevoria accepts no responsibility for loss arising from reliance on its website content or from viruses or security issues associated with downloads. Sevoria is not responsible for, and does not endorse, the content or privacy practices of external websites linked from its own.
24.6 No rights in Sevoria Materials or intellectual property are granted to the Client other than those expressly set out in this clause.
25.1 Sevoria has established and maintains anti-bribery and corruption policies and procedures that prohibit our partners and employees from making, offering, promising to make, giving, demanding, or accepting any payment, transfer of value, or other advantage, including services, gifts or entertainment, on our behalf or on behalf of any client, as an inducement for any improper purpose or business advantage that is illegal, unethical or constitutes a breach of trust. These policies apply to all dealings by our partners or employees with third parties in the course of performing services for us or our clients.
25.2 You undertake, at all times, to comply with all applicable anti-bribery and anti-corruption laws and regulations in the jurisdictions where you are incorporated, organised or conduct business.
25.3 We are required under certain Applicable Law to report any evidence or suspicion of bribery or corruption. In such circumstances, we are prohibited from notifying our client of the fact that a report has been made.
26.1 The Client or Sevoria may terminate all or any part of any Agreement or the provision of any Services on not less than ninety (90) days’ written notice, unless a shorter or longer period is agreed in writing.
26.2 Sevoria may terminate all or any part of any Agreement or the provision of any Services with immediate effect without liability pursuant to any applicable provision of these Terms or where:
26.3 Where Sevoria terminates all or any part of any Agreement or the provision of any Services due to an Event of Default, Sevoria shall, as soon as reasonably practicable after becoming aware of the Event of Default, confirm in writing to the Client the termination and the effective termination date.
26.4 Upon termination of the Services for any reason, the Client and/or Entity shall be responsible for all work in progress calculated at Sevoria’s thencurrent chargeout rates, fees, charges, expenses and disbursements up to the date of termination and for any costs and disbursements reasonably incurred in connection with the cessation or transfer of the Services (the “Exit Fees”). Sevoria may require payment of Exit Fees in advance and shall not be obliged to take any action to give effect to a termination until all Exit Fees have been settled in full.
26.5 Upon termination of all or part of any Agreement or of the provision of any Services for any reason, the following shall apply (as relevant):
26.6 Event of Default means any of the following events:
These Terms were last updated on 9 February 2026