Table of Contents

1.   THE CLIENT'S ATTENTION IS PARTICULARLY DRAWN TO THE PROVISIONS OF CLAUSE 12 (LIMITATION OF LIABILITY). 

2. These Conditions should be read in conjunction withany previously entered into Agreement, Management Agreement or Letter ofEngagement for the Provision of Company Management, Administration and TrusteeServices between the Client, the Client Entity and Acquarius. 

3. Acquarius reservesthe right to amend these Conditions if necessary tocomply with any applicable law or regulatory requirement, or if the amendmentwill not materially affect the nature or quality of the Services.

4. The latest version of these Conditions shall bepublished and made available on the Acquarius website: www.acquarius.gi.   

5.  It is the Client’s responsibility to remain informed of any changes madeto these Conditions by reference from time to time to the Acquarius website. 

6.  Nothing in these Conditions shall undermine or invalidate or seek toundermine or invalidate the provisions of the respective Deed of Trust or othertrust documents, where relevant.

1.1. Definitions

Acquarius / us / we / our: Acquarius Trust Company Limited a company registered in Gibraltar under number 64486 whose registered office is at Suite 3, Second Floor, Icom House, 1/5 Irish Town, Gibraltar, GX11 1AA, trading under the names ‘Acquarius’ and ‘Acquarius Trust Group’, holding a Gibraltar Financial Services Commission permission number 5136 authorised to provide services in accordance with the Gibraltar Financial Services Act 2019 and its Associated Companies, (subsidiaries and sister companies) other than those companies to which separate terms and conditions apply and any employee, officer, servant, agent, successor, receiver, director, trustee or representative of same which provide the Services pursuant to the Agreement.                 

‍Agreement: the Company Management Agreement, Trustee Agreement, Foundation Agreement, Partnership Agreement, or such other agreement in respect of the provision of the Services.                 

‍Associated Companies: Acquarius Corporate Services Limited, Acquarius Company SecretariesLimited, Acquarius Management Services Limited, Nicross Corporate SecretariesLimited, Nicross Corporate Services Limited, Nicross Subscribers Limited (respectively holding Gibraltar Financial Services Commission permission numbers and authorised to provide services in accordance with the Gibraltar Financial Services Act 2019) or any associated company within Acquarius whether as a subsidiary, holding company, joint venture company, or franchise/ trade name of Acquarius.                 

‍Beneficial Owner Register: the Register of Ultimate Beneficial Owners pursuant to the Register of Ultimate Beneficial Owners, Nominators and Appointers Regulations 2017.                 

Business Day: a day other than a Saturday, Sunday, or public holiday in Gibraltar, when banks are open for business.                 

‍Client / you / your: the person who has requested Acquarius to provide the Services, the applicant whose description and address is set out in the Agreement or has agreed to pay for the Services or has previously remitted payment for the Services. Where persons are being provided the Services jointly, each person shall be a Client on a joint and several liability basis.                 

‍Client Data: means any personal data processed by Acquarius or a Contracted Processor on behalf of the Acquarius pursuant to or in connection with the Agreement and these Terms.                  

Client Default: has the meaning set out in clause 6.7.                 

‍Client Entity / Client Entities: any company, trust, foundation, partnership, or other legal entity to which Acquarius provide the Services for or on behalf of you or at your request, or arrange services provided by third party providers, agents and subcontractors acting on our behalf for or on behalf of you or at your request.                  

Commencement Date: has the meaning given in clause 2.2.                 

‍Company: means any incorporated legal entity to which Acquarius provide the Services for or on behalf of you or at your request, or arrange services provided by third party providers, agents and subcontractors acting on our behalf for or on behalf of you or at your request.                  

Conditions: these terms and conditions as amended from time to time.                 

Contract: the contract between Acquarius, the Principal, and the Client Entity and/or such persons listed in theAgreement for the provision of the Services in accordance with these Conditions, the Agreement and associated documents, or for the provision of anyother service deemed a regulated activity under the Gibraltar FinancialServices (Fiduciary Services) Regulations 2020 (as amended or superseded) madebetween Acquarius, the Principal and the Client Entity, to which Acquariusholds and is registered with the Gibraltar Financial Supervision Commission asholding permissions to provide such services.                 

Contracted Processor: a Data Processor as defined in theGibraltar GDPR.                  

‍Data: any information that directly, indirectly, or in connection with other information, including a personal identification number, allows for the identification or identifiability of a natural person.                 

‍Due Diligence: all information and documentation Acquarius may reasonably require about the Client, including but not limited to their identity, residence, background, source of funds and/or the dealings and the business of the Client Entity, as may be required under the Financial Services Act 2019, the Proceeds of Crime Act 2015 and any other such legislation.                  

‍Fees: the professional fees charged by Acquarius to the Client for the provision of the Services as listed in the Fee Schedule and as provided by clause 7 and which may be amended from time to time at the sole discretion of Acquarius.                 

‍Fee Schedule: the list of fees for the Services listed according to the type of work and level of skills and experience involved, which is available upon request.                 

‍Financial Services permissions: the permissions whereby Acquarius is authorised by the Gibraltar Financial Services Commission to conduct a regulated activity under the Gibraltar Financial Services Act 2019.                  

‍Foundation: means any legal entity created by way of a foundation charter and duly registered as a legal entity to which Acquarius provides the Services for or on behalf of or at the request of, or arranges services provided by third party providers, agents and subcontractors acting on our behalf for or on behalf of the Client or at the Client’s request.                 

‍The Gibraltar GDPR: the Gibraltar General Data Protection Regulation which came into force as of the 1^st January 2021  and governs data protection law within Gibraltar. Whilst largely the same as the EU General Data Protection Regulation 2016/679 which governed data protection law within Gibraltar from 25^th May 2018 up to and including 31^st December 2020, following the United Kingdom’s exit from the EU, and consequently Gibraltar’s exit as well at the end of the Brexit transition period, the Gibraltar GDPR and the Data Protection Act 2004 now maintain the data protection standards that apply in Gibraltar.

(The terms: "Controller", “Processor”,"Data Subject", "Personal Data", "Personal Data Breach" and "Processing" shall have the same meaning as in the Gibraltar GDPR, and their cognate terms shall be construed accordingly.)                 

Intellectual Property Rights: patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, good will and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now orin the future in any part of the world.                 

‍Invoice: a fee note raised in respect of the Services payable by the Client, to include the Fees and any third-party disbursements incurred.                 

‍Officers: directors, company secretaries, registered agents, managing partners, general partners and council members/councillors and any other role or position of control within a Client Entity.                 

‍Partnership: means any legal entity created by deed of partnership or partnership agreement, whether incorporated or not, to which Acquarius provides the Services for or on behalf of the Client or at the Client’s request, or arrange services provided by third party providers, agents and subcontractors acting on Acquarius’s behalf for or on behalf of the Client at the Client’s request.                 

‍Person: shall include any natural or legal person, so far as the context admits.                 

‍POCA: the Proceeds of Crime Act 2015.                 

‍Primary Contact: the person identified under a legal entity as a Settlor, Protector, Guardian, Enforcer, Founder, Beneficiary, Ultimate Beneficial Owner or economic owner/beneficiary who acknowledges the provision of the Services to the legal entity by Acquarius, whose description and address is set out in the Agreement, or who has agreed to pay for the Services or who has previously remitted payment for the Services.                 

‍Principal: the person identified under a legal entity or other arrangement as a Settlor, Protector, Guardian, Enforcer, Founder, Beneficiary, Ultimate Beneficial Ownership or economic owner/beneficiary who acknowledges the provision of Services to the legal entity or other arrangement by Acquarius, whose description and address is set out in the Agreement, or who has agreed to pay for the Services or who has previously remitted payment for the Services. Where the Services are provided to more than one person, each person shall be a Principal on a joint and several liability basis.                 

‍Privacy Policy: the Privacy Policy of Acquarius as may be amended from time to time and can be found on the Acquarius website - https://www.acquarius.gi/privacy-policy.                 

‍Registered Office: the registered office facilities of an incorporated entity in their jurisdiction of registration. The Client’s terms of use of the Acquarius Registered Office are provided by clause 6.3.                  

‍Relationship Manager: the employee of Acquarius assigned to the Client Entity as the first point of contact for the provision of the Services. Such person may change from time to time at the sole discretion of Acquarius.                  
‍Services: the company management services and/or professional trustee services asdefined in the Financial Services Act 2019 provided by Acquarius to the Client and/or the Client Entity including the services provided by third party providers, agents, and subcontractors acting on behalf Acquarius pursuant to and in accordance with these Conditions and as detailed in clause 3.                  

‍Trust: any entity created by way of deed of establishment, trust or settlement to which Acquarius provides the Services for or arranges services provided by third party providers, agents and subcontractors, acting on our behalf as trustees.

1.2. Interpretation

(a) Unless expressly provided otherwise in these Conditions, a reference to legislation or a legislative provision:

     (i) is a reference to it as amended, extended or re-enacted from time to time; and   
     (ii) shall include all subordinate legislation made from time to time under that legislation or legislative provision.

‍(b) Any words following the terms including, include, in particular, for example or any similar expression, shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

‍(c) A reference to writing or written includes by email but not by fax.

(d) Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.

2.1

The signing of the Agreement constitutes an offer by the Client to contract the Services in accordance with these Conditions.

2.2

The Agreement shall only be deemed to be accepted when Acquarius issues written acceptance of the Agreement at which point and on which date the Contract shall come into existence (Commencement Date).

2.3

These Conditions apply to the Contract to the exclusion of any other terms that the Client seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.

2.4

Any quotation given by Acquarius shall not constitute an offer and is only valid for a period of 14 Business Days from its date of issue.

3.1

Acquarius shall supply the Services to the Client in accordance with the provisions of these Conditions.

3.2

Acquarius warrants to the Client that the Services will be provided using reasonable care and skill.

3.3

The Client and/or the Client Entity shall discuss and agree with Acquarius the specific services to be provided by Acquarius. The agreed Services shall be recorded in writing (Agreed Services).

3.4

Where the Client seeks services additional to the Agreed Services (Additional Services) they shall make such request in writing. Acquarius is not obliged to provide Additional Services. If Acquarius agrees to undertake any Additional Services we shall communicate our acceptance and the scope of such acceptance shall be communicated to the Client/Client Entity in writing.

3.5

The Officers and Trustees may consult with and consider requests and suggestions from the Client or Principals in respect of the management of the Client Entities, but they shall be under no obligation to act in any manner that is or, in their absolute discretion, appears to them to be dishonest, illegal, improper, incorrect or otherwise wrong.

3.6

Where Acquarius provides professional directorship and trustee services the Client and Principal understand that it is Acquarius’s responsibility to manage and control all affairs, finances and assets of the Client Entity and will operate any bank account/investment portfolio under dual control solely or jointly with the Client.

3.7

The Client acknowledges and understands that Officers and Trustees may incur personal liabilities if certain statutory obligations relating to the Client Entity are not complied with and that compliance with such statutory obligations is dependent on the Client promptly paying fees and responding to requests for information. If the Client fails to pay invoices when due or respond promptly to requests for information the Officers shall be entitled to resign their services and the Client hereby irrevocably and unconditionally appoints Acquarius his attorney and agent for the purpose of appointing the Client as Officer in their place.

3.8

From time to time, it may be necessary for Acquarius to move its offices to another location and such a move may make it necessary for the registered office address of the Company to be changed. Acquarius undertakes to give the Client as much advance notice as possible of any such move but shall not be liable or held responsible for any costs incurred by the Client or the Company as a result thereof.

4.1

In the providing the Services, the Client accepts and agrees that:

(a) Where Acquarius receives physical or electronic correspondence on behalf of the Client or Client Entity Acquarius retains the right to open that correspondence in accordance with the requirements of local legislation or regulation or as good practice dictates.

(b) Acquarius has the right to request copies of tax advice received by the Client in relation to the Services and proposed transactions and will be entitled to reasonably procure tax advice for any position for which we act as Officer or Trustee at the expense of the Client Entity, to ensure that regulatory tax matters are addressed.

(c) All physical or electronic correspondence and other information in Acquarius’ possession or control which has been generated for Acquarius’ internal purposes or is addressed to Acquarius shall be the sole property of Acquarius.

(d) Any information contained in Acquarius’ marketing and other such materials shall not constitute legal or other professional advice and may not be used or relied upon by the Client as such.

4.2

Acquarius reserves the right not to supply the Services at our sole discretion.

4.3

Acquarius shall be entitled to use a debt collection service to recover any fees, costs and/or losses from the Client / the Client Entity.

5.1

Acquarius may, at our sole discretion, offer the services of a client account banking facility. Such a facility will be a pooled fiduciary account held with a reputable bank in Gibraltar and the funds shall be placed within that bank account on the Client Entity’s behalf.

5.2

The said funds will remain the property of the Client Entity, but subject to Acquarius’s standard banking controls.

5.3

Acquarius will not pay interest on any monies held by or on behalf of a Client Entity.

5.4

The terms for the use of the Acquarius Client Account banking facility can be requested from the Relationship Manager or by email to info@acquarius.gi.

6.1

The Client shall:

(a) ensure that the scope of the Agreed Services is complete and accurate;

(b) read and abide by these Conditions;

‍(c) co-operate with Acquarius in all matters relating to the Services;

‍(d) take all reasonable steps to provide Acquarius with information and documentation that is correct, accurate and complete with no relevant omissions and promptly notify Acquarius of any material changes to such information;

‍(e) take all reasonable steps to provide Acquarius with the information, documentation and materials that Acquarius may reasonably require in order to supply the Services and to comply with the applicable laws and regulations, including in respect of Due Diligence;

(f) give all instructions or requests for action to Acquarius in writing by email, unless otherwise agreed by Acquarius in writing;

(g) support any instructions that have been communicated verbally with prompt written instructions by email. Acquarius shall not be obliged to act upon verbal instructions alone;

(h) where Acquarius has sought clarification or confirmation on instructions from the Client, promptly correct any errors or misunderstandings in Acquarius’ understanding;

(i) ensure that the method of communication that the Client uses to correspond with Acquarius is secure;

(j) where the Services are being provided to more than one client, give agreed joint instructions, recommendations and requests on behalf of allClients. If for any reason such a request is not made jointly, clearly state this to Acquarius at the time of making the request and explain why the individual request is being made. Acquarius shall not be obliged to act on such individual instructions and may notify the other joint Clients of the request.

6.2

To satisfy Acquarius’ Due Diligence requirements the Client shall be obliged to disclose or procure the disclosure to us of any and all information that we may consider necessary or desirable so that we may meet any legal obligations on an ongoing basis. Where we, at our sole discretion, are not satisfied with the information provided then we have the right to terminate our Services.

6.3

The Client shall make no reference to the registered office address of the Client Entity in any marketing, advertisement or public announcement without the written consent of Acquarius. The registered address may only be described as the registered office facility and may not be used or represented as being the operational address of the Client Entity. The registered office facility is available on the basis of a licence revocable at will by Acquarius.

6.4

The Client shall take his own independent advice on any matter relating to the Company and any of the Services provided by Acquarius that may affect or concern the Client and his personal affairs and shall not rely upon any representations (whether oral, written, expressed, implied or otherwise) made by Acquarius, our officers, employees, agents or representatives.

6.5

The Client shall not use the Acquarius name or an Associated Company’s name(s), nor may the Client use any opinions, recommendations or similar comments made by Acquarius in connection with any offering document, financial state mentor other public documents without Acquarius’ written consent.

6.6

The Client further confirms that:

(a) All payments of funds or property to Acquarius and the Client Entity have not originated and will not originate from activities or transactions which constitute a criminal offence in Gibraltar or which, if carried out in Gibraltar, would be such an offence, or comprises property, the receipt, ownership or control of which would be such an offence.

(b) The Client is not acting as nominee for any other person.

(c) They shall disclose to Acquarius in writing on an ongoing basis if theClient or any business entity of which the Client has been an officer, shareholder or manager has:
‍
     (i) been convicted of any offence other than a minor traffic offence;
     (ii) been adjudged bankrupt, insolvent or otherwise unable to pay debts when they fall due;
     (iii) been the subject of an investigation by a governmental, professional or other regulatory or statutory body;
     (iv) made any compromise or arrangement with creditors;
     (v) is the subject of legal proceedings.

(d) The Client will:
‍
     (i) seek tax advice before engaging the Services;
   (ii) ensure that the Client and the Client Entity remain tax compliant at all times in all relevant jurisdictions;         (iii) take professional advice to ensure that the Client is aware of and compliant with their tax obligations; and
    (iv) inform Acquarius within 14 days of any changes to the Client’s tax residency.

(e) The Client shall provide Acquarius with full details of the Client’s usual email address, residential address, telephone number, in addition to any business or other contact address. The Client shall promptly inform Acquarius in writing by email of any changes to these details.

(f) The Client shall not use or involve the Client Entity in any unlawful, illegal, corrupt or immoral activities under the applicable law.

(g) Appraise themself of any changes to the applicable Conditions, as may arise fromtime to time

6.7

If Acquarius' performance of any of our obligations under the Contract is prevented or delayed by any act or omission by the Client or the Client Entity, or failure by the Client or Client Entity to perform any relevant obligation (ClientDefault):
‍
(a) Acquarius shall not be liable for any costs or losses sustained or incurred by the Client arising directly or indirectly from Acquarius' failure or delay to perform any of our obligations as set out in this clause 6.7; and

(b) the Client shall reimburse Acquarius on written demand for any costs or losses sustained or incurred by Acquarius arising directly or indirectly from the Client Default.

7.1

The Client agrees to pay the Fees charged by Acquarius for the provision of theServices and pay any third-party disbursements incurred by Acquarius for the provision of the Services.

7.2

The Fees are listed in the Fee Schedule and may be amended by Acquarius from time to time. They include but are not limited to Setup Fees, Ongoing Company/Trust Management Fees, Annual Compliance Fees, Accounting and Tax Fees, and other fees.

7.3

Fixed fees are due and payable at the beginning of the period for which they are levied. Such Fees are non-refundable.

7.4

Acquarius will not commence provision of the Services unless the requested payment has been received by Acquarius.

7.5

Additional work undertaken on behalf of the Client and/or Client Entity shall be paid for by the Client on a time-spent basis at the hourly rate then applicable. Such Fees are normally calculated on a basis of time spent by the staff member(s) providing the Services. The hourly charge rates used will depend on the specialist skills and seniority of the staff member(s).

7.6

Urgent transactions which require the rescheduling of other client work, or which require Acquarius to work outside normal office hours, may result in a reasonable uplift at least 1.5x of the relevant hourly charge out rate.

7.7

The Client shall pay each Invoice submitted by Acquarius:

(a) within 30 days of the date of the invoice;

‍(b) in full and in cleared funds to a bank account nominated in writing by Acquarius, or via a payment link provided by Acquarius; and

(c) in respect of the payment of each such Invoice by the Client to Acquarius, time shall be of the essence.

7.8

Acquarius will provide the Client with an estimate of fees if this is requested. The estimate is not binding for the provision of the Services.

7.9

Acquarius will notify the Client if we become aware that a fee estimate may be exceeded.

7.10

Alternative fee structures may be agreed in special circumstances and at the sole discretion of Acquarius.

7.11

Services are provided on an annual basis and Acquarius shall not, without prior written agreement, be required to provide such Services for a shorter period or for part only of the relevant annual period.

7.12

In all events the Client guarantees to Acquarius the payment of the Invoices and indemnifies Acquarius on a full indemnity basis for any costs owing by the Client Entity.

7.13

Acquarius may ask the Client at any time to pay further monies on account in order to provide security for any fees and/or disbursements payable to Acquarius. Where such a request is made, the Client shall make the payment on demand.

7.14

Acquarius shall be entitled to charge interest on all outstanding balances at the rate of 4% per annum over the Bank of England base rate, but at 4% a year for any period when that base rate is below 0%.

7.15

The Client authorises Acquarius to deduct from any amounts pre-paid by the Client the payment of any invoice raised in respect of the Client or the Client Entity. An invoice raised in respect of the Client Entity may be settled at Acquarius’ discretion from the bank accounts or other assets of the Client Entity or, where insufficient, from the assets of any other Client Entity legally connected to the Client Entity.

7.16

In the event of the Client failing to settle any Invoice by the due date the Client and/or the Client Entity authorises Acquarius to deduct fees from any account, monies or property under the control of Acquarius in which the Client or the Company has a legal or beneficial interest and whilst any such balances remain outstanding Acquarius shall have a lien on any papers books or records and/or all assets of the Company or the Client which are in the possession or under the control of Acquarius.

7.17

In the event that anInvoice remains outstanding Acquarius shall utilise a debt collection service and the Client acknowledges that they will be responsible for the fees incurred in connection with the debt collection.

7.18

Where Acquarius invoices a third party for work undertaken on behalf of the Client/Client Entity, the Client shall be responsible for the payment of the Invoice if the third party fails or refuses to pay the Invoice.

7.19

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

7.20

The Client acknowledges that late or non-payment of invoices may result in the Client Entity being in default of their statutory obligations and ultimately struck-off the register of companies in the jurisdiction of incorporation. The Client further acknowledges that unless and until the Company is struck-off or otherwise liquidated the Client shall remain liable to pay for the provision of continuing the Services and all government fees, penalties and other disbursements payable to third parties.

7.21

If Acquarius is delayed or fails to take action against the Client or Client Entity following a default of payment of an Invoice, Acquarius shall not be deemed to have waived our rights against the Client in respect of such breach. If Acquarius does waive its rights, we will only do so in writing, and in doing so Acquarius shall not be deemed to have waived its rights in respect of any later default by the Client.

7.22

Payment will only be considered to have been made upon confirmation of cleared funds in our account.

7.23

Where the Client makes a transmission it will be carried out entirely at the Client’s own risk. The Client understands that Acquarius cannot guarantee that a third party will not intercept a transmission.

7.24

Tender of any payment to Acquarius constitutes acceptance of these Conditions even where the Client may not have formally agreed to them.

8.1

Acquarius shall be entitled to receive and retain commissions and retrocessions received from any third party or intermediary with whom Acquarius engages services from on behalf of the Client orClient Entity or to whom Acquarius introduces the Client or Client Entity.

8.2

The Client accepts that any commission or retrocession received by Acquarius shall not be used to settle any outstanding sums or set-off any future sums due from the Client to Acquarius.

8.3

Where Acquarius is to receive a commission or retrocession from a third party, it shall inform the Client of the arrangement, but it is not required to disclose to the Client the fee received.

9.1

All Intellectual Property Rights in or arising out of or in connection with the Services (other than Intellectual Property Rights in any materials provided by the Client) shall be owned by the Acquarius.

9.2

Acquarius shall retain all ownership rights in all intellectual property of any kind created by us for you or your Client Entity and you may not reproduce our intellectual property or provide it to a third party without our prior written consent.

9.3

The Client may make copies of documentation pertinent to the maintenance and good standing of the Client Entity for the Client’s own use.

10.1

Acquarius will collect and process Client Data in accordance with Acquarius’s Privacy Policy, which is available on the Acquarius website - https://www.acquarius.gi/privacy-policy.

10.2

Acquarius will maintain and retain your Data and Client Entity information in accordance with our Data Protection policies governed by the Gibraltar GDPR.

10.3

Acquarius will comply with the Gibraltar GDPR, the Data Protection Act 2004, and other applicable data protection laws in the processing of Data and/or Client Data.

10.4

Acquarius shall take reasonable steps to ensure the reliability of any employee, agent or contractor of any Contracted Processor who may have access to Client Data, ensuring in each case that access is strictly limited to those individuals who need to know/access the relevant Client Data, as strictly necessary for the purposes of the Agreement, and to comply with the Gibraltar GDPR in the context of that individual's duties to the Contracted Processor, ensuring that all such individuals are subject to confidentiality undertakings or professional or statutory obligations of confidentiality.

10.5

Acquarius shall ensure it maintains all technical and organisational measures for data security, including but not limited to encryption, secure data transfer and access restrictions, including as appropriate, ensuring compliance with Article 32(1) of the Gibraltar GDPR.

10.6

Acquarius may appoint sub-processors for data processing services and the Client hereby gives general consent for the appointment of such sub-processors on the same terms as provided for in this clause 10. Details of any sub-processors engaged will be made available to the Client upon request by the Client.

10.7

Acquarius will assist the Client with data subject requests as required by the Gibraltar GDPR, including the right to access, rectify, erase, restrict and object to processing. Taking into account the nature of the processing, Acquarius shall assist the Client by implementing appropriate technical and organisational measures, in so far as this is possible, for the fulfilment of the Client’s obligations, as reasonably understood by the Client, to respond to requests to exercise data subject rights under the Gibraltar GDPR. In this respect, Acquarius shall:

(a) promptly notify the Client if it receives a request from a Data Subject under the Gibraltar GDPR in respect of the Client’s Personal Data; and

(b) ensure that it does not respond to that request except on the documented instructions of the Client or as required by the Gibraltar GDPR to which Acquarius is subject, in which case Acquarius and/or  Processor shall do so, to the extent permitted by the Gibraltar GDPR, and inform the Client of that legal requirement before the Contracted  Processor responds to the request.

10.8

In the case of any Personal Data Breach affecting the Client’s Data, Acquarius shall notify the Client without undue delay and co-operate fully with investigations and mitigation efforts as required under the Gibraltar GDPR, providing the Client with sufficient information to allow the Client to meet any obligations to report or inform Data Subjects of the Personal Data Breach under the Gibraltar GDPR.

10.9

If personal data processed under the Agreement and this clause 10 is transferred to countries outside Gibraltar, UK, EEA, Acquarius and the Client shall ensure that the personal data is adequately protected. To achieve this, Acquarius and the Client shall, unless agreed otherwise, rely on approved standard contractual clauses and relevant addenda for the transfer of personal data in the absence of an adequacy decision adopted by the EU in favour of the importing country.

10.10

Upon termination or expiry of the Agreement, or upon the written request of the Client, Acquarius will: return or delete all personal data processed on behalf of the Client, or provide the Client with secure access to Personal Data for the purpose of transferring it back, based on the Client’s preference.

10.11

Acquarius shall make available to the Client, on request, all information necessary to demonstrate compliance with this clause 10. Acquarius shall not allow any external audit or inspection of its systems and processes by the Client or a representative of the Client. If an audit is requested by the Client, Acquarius shall instruct an independent auditor, at the cost of the Client, to carry out the audit, to the extent it relates to the processing of the Client’s Personal Data. Information and audit rights of the Client only arise under this clause 10.11 to the extent that the Agreement and/or these Terms does not otherwise give them information and audit rights meeting the relevant requirements of the Gibraltar GDPR.

10.12

Acquarius has an appointed data champion, who is not a data protection officer, but who is responsible for overseeing questions in relation to our Privacy Policy. If the Client has any questions about our Privacy Policy, including any requests to exercise their legal rights, please contact the data champion:

Address: Suite 3, Second Floor, Icom House, 1/5 Irish Town, Gibraltar
Contact email: info@acquarius.gi
Contact number: +350 200 50418

10.13

Acquarius may update our Privacy Policy from time to time to reflect changes including changes in the law, regulatory changes, current codes of practice and conduct. The latest version of our Privacy Policy can access these on the Acquarius website: https://www.acquarius.gi/privacy-policy

10.14

The Client authorises Acquarius to provide any information or data relating to the Client and any of the Services provided to the Client Entity to the Associated Companies, regulatory authorities, banks and other third parties if required for the purposes of providing the Services and as required by law.

10.15

Acquarius is authorised to release privileged and confidential information in respect of the Client and Client Entity to comply with the following (not an exhaustive list):

(a) Where Acquarius needs to comply with legal or regulatory obligations including collecting, storing and transferring data for the purposes of Acquarius complying with our obligations to identify the Client, verify the Client’s source of funds and economic activity, detect, monitor and prevent financial crime and terrorist offences and for complying with all other obligations under the POCA, the Terrorism Act 2005, the anti-money laundering guidance notes applying entities carrying out controlled activities under financial services legislation and with any other applicable legal and/or regulatory obligations.

(b) Where, in connection with the provision of the Services, Acquarius opens an account for the Client with another financial institution or other entity or assists the Client with such processes, Acquarius shall share with the financial institution or entity such data as may be necessary in order to open the account.

(c) Where in connection with the provision of the Services Acquarius is required to provide the Client’s data to professionals, financial institutions or other persons or entities for the purposes of them conducting Due Diligence in respect of the Client or the Client Entity.

(d) Where Acquarius is required to share the Client’s data by any laws or regulations, Acquarius will do so to the extent required by such laws or regulations. Such laws include tax information exchange provisions, those related to the Beneficial Owner Register, anti-financial crime and the combatting of terrorism.

10.16

The Client has the right to make a complaint to the Gibraltar Regulatory Authority (GRA) for data protection issues (www.gra.gi). Acquarius would, however, appreciate the opportunity to address any such concern before the Client approaches the GRA and asks that the Client contact our data champion in the first instance.

11.1

For the avoidance of doubt, in this clause, a reference to Acquarius shall include the Associated Companies, and the provisions of this clause shall be for the benefit of Acquarius and each Associated Company, and shall be enforceable by each such Associated Company, in addition to Acquarius.

11.2

The Client and the Client Entity shall indemnify Acquarius, the Officers and Trustees against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses) suffered or incurred by Acquarius arising out of or in connection with:

(a) any breach of the Contract;

(b) the Client/Client Entity’s breach or negligent performance or non-performance of the Contract;

(c) the enforcement of the Contract;

(d) any claim made against Acquarius for actual or alleged infringement of a third party's intellectual property rights; and

(e) any claim made against Acquarius by a third party arising out of or in connection with the provision of the Services to the extent that such claim arises out of the breach, negligent performance or failure or delay in performance of the Contract by the Client/Client Entity.

11.3

This indemnity does not apply where Acquarius has been found to be grossly negligent and/or fraudulent.

13.1

Acquarius has the right to terminate the Contract with immediate effect by giving notice to the Client if:

(a) we reasonably suspect that the Client has provided Acquarius with false or misleading information;

(b) we reasonably suspect that the Services are being used for an unlawful, illegal, corrupt or immoral purpose;

(c) the Client behaves in a threatening or violent manner towards our staff;

(d) the Client or the Client Entity respectively have not settled an Invoice within 30 days following presentation; and/or

(e) there is a change of control of the Client.

13.2

Acquarius may terminate the Contract by giving the Client not less than 30 days’ notice.

13.3

Acquarius reserves the right to refuse to accept instructions from a Client or to discontinue the provision of Services without giving any reasons therefor.

13.4

Subject to clause 7.11 the Client is entitled to terminate the Contract at any time for any reason by giving no less than 30 days’ notice:

(a) having given Acquarius written notice;  

(b) having paid the applicable fees and Invoices; and

(c)  Acquarius having received all money owed by the Client and the Client Entity for the provision of the Services.

13.5

The Client’s liability to pay the Fees and/or disbursements up to and including the date of termination shall survive termination. While such money is owing to Acquarius, we are entitled to keep all assets and papers related to or owned by the Client and/or the Client Entity. No fee paid or due shall be apportioned as to time and shall not be refundable.

14.1

On termination or expiry of the Contract:

(a) the Client shall immediately pay to Acquarius all of Acquarius's outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, Acquarius shall submit an invoice, which shall be payable by the Client immediately on receipt.

14.2

Termination or expiry of the Contract shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry.

14.3

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

15.1

A bribe is a financial or other advantage offered, promised or given to induce a person to perform a relevant function or activity improperly, or to reward them for doing so.

15.2

The Client, Client Entity and Acquarius shall:

(a) comply with all applicable laws, statutes, regulations relating to anti-bribery and anti-corruption including but not limited to the Crimes Act 2011;

(b) not engage in any activity, practice or conduct inside Gibraltar which would constitute an offence under sections 566, 567, 571 of the Crimes Act 2011; and

(c) not engage in any activity, practice or conduct outside Gibraltar which would constitute an offence under sections 566, 567, 571 of the Crimes Act 2011 (if such activity, practice or conduct had been carried out in Gibraltar).

15.3

Acquarius recognises that where life, limb or liberty are threatened a bribe may be unavoidable. Where such a bribe is paid the Client undertakes to notify Acquarius of the circumstances of the bribe as soon as possible and without delay. Otherwise you/the Client/the Client Entity undertakes not to give, solicit or receive bribes or other corrupt payment.

16.1

The Client undertakes to notify Acquarius of any complaints in writing and provide all documents or information relating to the complaint as soon as possible directly to the Relationship Manager or via email to info@acquarius.gi.

16.2

Acquarius will endeavour to acknowledge receipt of the complaint within 48 hours of receipt on a Business Day.

16.3

If the Client has any questions about Acquarius’ complaints handling process, including any requests to exercise your legal rights, please contact the Relationship Manager for further details.

17.1

The Client acknowledges and understands that Acquarius provides Services for many companies some of which may compete and/or have conflicting interests with the Client/Client Entity. While Acquarius operates a policy of confidentiality the provision of such Services to other clients shall not be regarded as a breach of any duty in this respect and the Client gives informed consent to this arrangement.

18.1. Force Majeure

Neither party shall be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under the Contract if such delay or failure result from events, circumstances or causes beyond its reasonable control.

18.2. Assignment and Other Dealings

(a) Acquarius may at any time mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Contract.

(b) Acquarius may assign or transfer its rights and obligations under the Contract to another organisation and shall give the Client not less than 30 days’ notice before the transfer comes into effect.

(c) The Client shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of their rights and obligations under the Contract without the prior written consent of Acquarius.

18.3. Confidentiality

(a) Each party undertakes that it shall not at any time during the Contract, and for a period of two years after termination or expiry of the Contract, disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by clause 18.3(b).

(b) Each party may disclose the other party's confidential information:

      (i) to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of carrying out the party's obligations under the Contract. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party's confidential information comply with this clause 18.3; and
       (ii) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

(c) Neither party shall use the other party's confidential information for any purpose other than to perform its obligations under the Contract.

18.4. Entire Agreement

(a) The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

(b) Each party acknowledges that in entering into the Contract it does not rely on and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.

(c) Nothing in this clause shall limit or exclude any liability for fraud.

18.5. Variation

Except as set out in these Conditions, no variation of the Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

18.6. Waiver

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

18.7. Severance

If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the Contract. If any provision or part-provision of these Conditions and/or the Contract are deleted under this clause 18.7 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

18.8. Notices

(a) Any notice or other communication given to a party under or in connection with the Contract shall be in writing and shall be sent by email to:

        (i) Acquarius: info@acquarius.gi
        (ii) The Client: the Primary Contact

(b) Any notice or communication sent shall be deemed to have been received at the time of transmission of the email, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this clause 18.8(b), business hours mean 9:00am to 5:30pm Monday to Friday on a day that is not a public holiday in the place of receipt.

(c) This clause 18.8 does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any other method of dispute resolution.

18.9. Conflict

If there is an inconsistency between any of the provisions of these Conditions and the provisions of the respective Deed of Trust, the provisions of the said Deed of Trust shall prevail.

18.10. Third Party Rights

Unless it expressly states otherwise, the Contract does not give rise to any rights to third parties to enforce any term of the Contract.

18.11. Governing Law

The Contract, which includes these Conditions, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of Gibraltar.

18.12. Jurisdiction

Each party irrevocably agrees that the courts of Gibraltar shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.