General Terms and Conditions of Bank J. Safra Sarasin (Gibraltar) Ltd. 1 Sustainable Investments with Bank J. Safra Sarasin

Transcription

1 General Terms and Conditions of Bank J. Safra Sarasin (Gibraltar) Ltd 1 Sustainable Investments with Bank J. Safra Sarasin

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3 Content Introduction 1 General Provisions 2 Banking Services Provisions 20 Safe Custody and Execution-only Dealing Services Provisions 29 Investment Advisory and Discretionary Asset Management Services Provisions 42 Risk Warnings 43 APPENDIX 1: Warrants and derivatives risk warning notice 45 APPENDIX 2: Emerging markets risk warning notice 49 APPENDIX 3: Securities subject to stabilisation risk warning notice 51 APPENDIX 4: Penny shares risk warning notice 52 APPENDIX 5: Unregulated collective investment scheme risk warning notice 53 APPENDIX 6: Alternative investments risk warning notice (specific to hedge funds and private equity) 54 APPENDIX 7: Alternative investments risk warning notice (specific to indirect property/real estate funds) 58 APPENDIX 8: Alternative investments risk warning notice (specific to commodities) 61 APPENDIX 9: Data and Privacy statement 62 Glossary and interpretation

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5 Introduction Introduction These General Terms and Conditions set out the terms upon which Bank J. Safra Sarasin (Gibraltar) Ltd (the Bank, we,, us, our as the context requires) will provide accounts, products and services to you as the Bank s client (the Client ). Depending on the type of services requested, additional terms and conditions may apply. More specific agreements and regulations for individual products or services shall prevail in case of inconsistencies. Bank J. Safra Sarasin (Gibraltar) Ltd is a private company limited by shares, incorporated in Gibraltar with registration number whose registered office is 57/63 Line Wall Road. It is authorised and regulated by the Gibraltar Financial Services Commission, PO Box 940, Suite 3, Ground Floor, Atlantic Suites, Europort Avenue, Gibraltar (the FSC ). The word Agreement in these General Terms and Conditions refers to the contractual agreement between the Client and the Bank, the terms and conditions of which are set out in these General Terms and Conditions, the Private Banking Application Form or any other form that may be agreed with the Bank (as completed by the Client), any additional provisions that may apply for a specific service (e.g. for Investment Advisory Services), together with the Bank s fee schedule(s), risk warnings and the additional forms completed by or sent to the Client and other relevant documents referred to in any of these documents (all as may be modified from time to time). When the Client signs the relevant application form or such other form as may be agreed with the Bank, the Client states that he has read and agreed to these General Terms and Conditions and that he understands that this Agreement is binding on him. This Agreement takes the place of any previous written or oral agreements with respect to the Client s relationship with the Bank and the products and services covered by this Agreement so far as the context requires. The Client may however have separate lending, security or other agreements with the Bank, which may continue in effect in addition to this Agreement. Special agreements and regulations for individual products and services shall prevail in case of inconsistency with this Agreement. This Agreement is subject to the provisions of any charge over accounts and other security and service agreements the Client has entered into. The only language in which this Agreement is supplied is English and the Bank may communicate with the Client in English during the course of this Agreement. This Agreement takes effect when we accept the Client s signed application form or such other form as may be agreed with the Bank when entering into a relationship with the Bank. Please give particular attention to the following parts: The glossary of terms and guide to interpreting the agreement; Your tax responsibilities - we do not give tax advice; Your duty to update us if information about you changes; How we hold your assets; How we execute your orders; Our ability to vary the agreement, including the fees, using the variation clauses; Our rights to set off amounts you owe us against cash and assets that we hold for you; We limit our liabilities to you, but the duties we owe you under the regulatory system always apply; and The description of investment risks. A copy of this Agreement is available from the Client's Relationship Manager at any time on request. We want to communicate with you in the way that you prefer and which respects the environment. Please tell us if you would prefer s to paper

6 General Provisions General Provisions The meanings of certain defined terms are referred to or summarised in a glossary at the end of these General Terms and Conditions (the definitions in the applicable laws and FSC Rules as amended from time to time shall apply in the event of any conflict). 1. The Bank s regulatory status Bank J. Safra Sarasin (Gibraltar) Ltd is authorised in Gibraltar by the Gibraltar Financial Services Commission PO Box 940, Suite 3, Ground Floor, Atlantic Suites, Europort Avenue, Gibraltar (the FSC ). Details on the extent of the Bank s regulation by the FSC are available on the FSC s website 2. Compensation procedures The Bank is based in Gibraltar. Most depositors are covered by the Gibraltar Deposit Guarantee Scheme (the GDGS ). In addition, the Bank is a member of the Gibraltar Investor Compensation Scheme (the GICS ). Both the GDGS and the GICS are based in Gibraltar. We will provide you with more information about this separately. Any cash which the Bank holds in the Client s name in relation to investments is held by the Bank as banker and not as trustee, and is not held in accordance with client money rules applicable to investment firms. Accordingly, although the Bank does operate separate accounts for each of the Bank s clients, those accounts are not treated as a matter of law as segregated from the Bank s own assets or from each Client. Should the Bank be unable to repay the Client s deposit to a Client, then the Client has rights to claim compensation for loss to the extent that he is covered under the GDGS. 3. Complaints procedures If the Client has a complaint arising from his relationship with the Bank and the products or services the Bank has provided to the Client under this Agreement, the Client should contact the Bank s Compliance Department at First Floor, Neptune House, Marina Bay, Gibraltar. Tel: The Bank operates a formal complaint handling procedure in accordance with FSC Rules (summary details are available on request). The Client s complaint will be acknowledged promptly and the Bank will try to resolve the problem within eight weeks of the Client telling the Bank about it, or days if it relates to a payment account. If the Client is dissatisfied with the Bank s handling of the Client s complaint, the Client may be eligible to refer his complaint to the Gibraltar Financial Services Commission. Further information on the Gibraltar Financial Services Commission can be found on their website 4. Credit reference agencies and fraud prevention In order to open the Client s relationship with the Bank and to provide products and services to the Client, the Bank may use the services of credit reference or other agencies upon entering into a relationship with the Client and at other times in order to: a) prevent fraud and money laundering; b) confirm the Client s identity and other relevant background information about the Client; c) make decisions about the services the Bank provides to the Client; d) trace outstanding debts; and e) fulfil any other obligations the Bank may have under Gibraltar laws and regulations. The Bank may also share information with credit reference and other agencies about how the Client manages his relationship with the Bank, including but not limited to the Client s account balance, credit limits (where relevant) and any arrears or default in payments. Credit reference agencies and other agencies may make this information available to fraud prevention agencies and other financial institutions. If the Bank identifies or suspects fraud in respect to the Client s relationship, the Bank will pass this information to fraud prevention agencies who may in turn pass it to law enforcement agencies

7 General Provisions 5. Client classification Unless the Bank notifies the Client otherwise, the Bank will classify the Client as a Retail Client in relation to investment products and services in accordance with the Applicable Laws and the FSC Rules. This means that the Client will benefit from the highest level of protection under the Applicable Laws and the FSC Rules. As a Retail Client, the Client may have the right to request re-categorisation as a Professional Client. Typically, Professional Clients are given a lesser degree of protection under the Applicable Laws and the FSC Rules. The Bank will only accept such a request if the Bank is permitted to do so under the Applicable Laws and the FSC Rules. 6. Representations by the client The Client makes a binding and continuing statement that: a) he has the power to enter into and perform this Agreement and that this Agreement constitutes a legal, valid and binding obligation on him and that he is not, except as disclosed to the Bank in the relevant application Form or such other form as may be agreed with the Bank, acting as agent or trustee for another person or persons; b) no third party has a valid claim or right over financial instruments or other assets held by the Bank or to the Bank s order for his account and the Client will not, without prior agreement with the Bank, dispose of, give others rights or claims over, or otherwise deal with any of such financial instruments or other assets; c) he has obtained all necessary consents to enter into and perform all of his obligations under this Agreement; d) he has good and marketable title to all financial instruments and other assets held by the Bank or to the Bank s order for his account; e) he has informed himself about applicable laws which may prevent him from using the Bank s services and he is not acting in contravention of such laws; f) he is liable as principal (that is, in his own capacity) in relation to this Agreement and all matters in connection with it even if he is acting as agent for another person or persons; and g) these representations will remain true and accurate on each occasion a legal transaction is entered into under this Agreement by him with or through the Bank or on his behalf. 7. Power to instruct us The list of authorised signatories on the account and representatives (e.g. attorneys) notified by the Client in writing to the Bank applies until any written revocation or change by the Client. No other source of information will be relied upon by the bank, regardless of any information to the contrary contained in entries in any commercial register or made in public announcements and regardless of any amendments and limitations occurring as a matter of law. If the Client opens a joint account, safe custody or metal account with the Bank, and unless agreed otherwise in writing with the Bank, each individual named on the joint account has individual authority to give instructions of any kind to make deposits or withdrawals, to receive payments, notices, account statements or demands, to borrow money and grant a security interest, to appoint third parties to operate such accounts, sign any documents or agreements and act on their own in any way related to such accounts or the services the Bank provides. Each joint account holder is individually as well as jointly responsible for the entire amount of any liabilities owing to the Bank in connection with the joint account. The Bank may omit to follow such an instruction, at its sole discretion and without needing to give a reason, whilst it seeks confirmation of the instruction from the other joint account holder(s). 8. Verification of identity and prevention of unauthorised access In order to help to prevent unauthorised access to the account, the Bank verifies the identity of the Client, authorised signatories, and representatives on the account by comparing the signature(s) or other identification information with those on our records. The Client shall ensure that the Client's authorised signatories on the account as well as representatives shall: a) take appropriate precautionary measures to reduce the risk of fraud or unauthorised access. In particular, they are obliged to keep any security details or access codes secret and to store all banking

8 General Provisions documents in regard to the Client s relationship with the Bank securely to prevent unauthorised third parties from accessing the information; and b) notify the Bank immediately in writing, by facsimile or by telephone if the Client and/or any authorised signatories on the account as well as representatives believe or suspect that any security details or access codes relating to the Client s relationship have been lost, stolen, misused or there has been any unauthorised use of any Client s account, with the Bank. Any damages suffered due to fraud, unauthorised access or lacking authority to dispose shall be borne by the Client. 9. Account holders and survivorship The Bank must be informed in writing without delay in the event of the Client s death, incapacity or inability to act or that of their their authorised signatories and representatives, agents or third parties. Any losses resulting from such circumstances shall not be borne by the Bank unless the Bank is at fault. If the Client is the sole account holder, the Bank may be unable to recognise the Client or their representative as able to instruct: a) following the Client s death, until and unless provided with a grant of representation issued by the relevant court, upon receipt of which the Bank will be entitled to deal with the account in accordance with the directions given to us by the Client s representatives; b) during any period of the Client s mental incapacity, until and unless provided with a valid evidence that another person is empowered to act, upon receipt of which the Bank will be entitled to deal with such account in accordance with the directions the Bank may then receive from the Client s administrators; and c) following the Client s bankruptcy, until and unless provided with a valid and effective grant of representation in bankruptcy issued by a court of competent jurisdiction, upon receipt of which the Bank will be entitled to deal with such account in accordance with the directions the Bank may then receive from the Client s representatives in bankruptcy. If the account is a joint account, then the death, mental incapacity or bankruptcy of one of the group of joint account holders entitles the Bank to take instructions from other joint account holders as if the deceased, incapacitated or bankrupt account holder were no longer party to this Agreement. If there is no remaining account holder, the Bank will hold any assets in the account to the order of the personal representative of the last account holder, unless the Bank is notified to its satisfaction that another person is entitled to the assets. If the Client is a body corporate and goes into liquidation, receivership, administration or the equivalent, this Agreement will remain in force and charges, costs, fees, interest and other debts will continue to accrue until the relationship is closed by or in the name of the Client's liquidator, receiver or administrator. 10. Notification of changes and communications from the Bank The Client must ensure that all changes in his and/or any authorised signatories on the account as well as representatives information provided to the Bank, such as the name (e.g., following marriage or civil partnership), address, domicile, mailing instructions, etc., are communicated to the Bank promptly and that the contact with the Bank is maintained, even in the event of death. The Bank will not be liable for losses caused by a failure to do so. Communications from the Bank will be treated as having been properly delivered to the Client if sent to the last address provided by the Client or, if in the Client s interest, to another address. The date of dispatch will be treated as the date appearing on the Bank s copies of the communications, on the distribution lists or in the data storage media. If there is more than one account holder, the Bank may send communications to one of the account holders determined by the Bank at our discretion, the account holders irrevocably authorise each other for this purpose. Any binding contractual commitment by the Bank to the Client has to be made in writing to the Client and signed by two of the Bank s authorised signatories so as to be valid and binding upon the Bank

9 General Provisions In the absence of any mailing instructions, the Bank's address at First Floor, Neptune House, Marina Bay, Gibraltar is considered the Client s address for delivery. In such cases or if any correspondence cannot be delivered to the Client at the last address provided by the Client, the Bank is entitled to withhold such correspondence as well as any subsequent correspondence, and the provisions governing retained mail shall apply (including the fee charged) until the Bank is informed by the Client in writing of a valid mailing address. The Bank may conclude special agreements with the Client governing the communications sent via electronic media and support tools (e.g., e-services, , etc.). The Bank may also provide information on the Bank s website where the Bank considers it appropriate to do so. 11. Retained mail The provisions of this Clause only apply if the Client has requested and the Bank has agreed to provide a retained mail service to the Client. The Bank will not dispatch any written communications from the Bank to the Client including but not limited to letters, transaction confirmations, accounting and deposit statements by mail but will instead place all communications in a physical or electronic correspondence folder retained in the Client s name at the Bank s premises or on the Bank s computer system for safekeeping (the Retained Mail Folder ). The Bank confirms that where the Retained Mail Folder is electronic (or partially electronic), it will nevertheless comply with FSC requirements for it to constitute a durable medium. The Client acknowledges that each communication placed in the Retained Mail Folder will be treated as having been duly delivered to the Client on the date on the copy of that communication, unless the Bank has noted on the copy of that communication some other date as the date on which that communication was placed in the Retained Mail Folder, in which case that other date shall be deemed to be the date of delivery to the Client. The Bank will accept any written communication addressed to the Bank by third parties but destined for the Client or addressed to the Client at the Bank s office address and will deposit any such communication, even if it has been opened by the Bank (and the Bank reserves the right to open any such communication), in the Retained Mail Folder. The Client expressly releases the Bank from the need to take any further action and the Client acknowledges that he considers any such communication to have been duly delivered when placed in the Retained Mail Folder. The date of delivery by the Bank of any such third party communication to the Client is deemed to be the date of receipt by the Bank of that communication as noted on the communication by the Bank. The Client is entitled to inspect the contents of the Retained Mail Folder, including a printed version of any electronic documents, during the Bank s normal banking hours and to remove any communications from the Retained Mail Folder on giving the Bank receipt therefor. The Bank may from time to time, destroy records and documents in accordance with our records destruction deadlines, including communications from third parties. If the Client wishes the Bank to dispatch any communications to the Client by mail at any time, the Client must instruct the Bank to do so in writing. The Client will not hold the Bank responsible for any consequences arising out of the arrangements referred to in this Clause and will be liable to the Bank for all loss, damage and expense the Bank suffers as a result of the arrangements save to the extent caused by the Bank s own negligence, wilful default or fraud. Any present or future retained mail service agreement does not prevent the Bank from contacting the Client directly by any means whatsoever, including without limitation mail, courier services, telephone, facsimile and electronic mail, in case of urgency, in the event of a violation by the Client of one of the Client s duties, or when the Bank and/or any of the Bank s affiliates are required to do so by law or by any other regulation to which the Bank and/or any of the Bank s affiliates are subject. In these circumstances the Client expressly releases the Bank from the retained mail service agreement, any confidentiality duty the Bank may have and the Client acknowledges that he bears any and all potential damages resulting from the use by the Bank of any such means of communication

10 General Provisions 12. Client instructions, orders and other communication All instructions, orders and other communications from the Client and/or any authorised signatories on the account as well as representatives to the Bank must be addressed to the Bank at First Floor, Neptune House, Marina Bay, Gibraltar, unless otherwise agreed in writing. The Bank shall not be responsible for any losses arising from incorrectly addressed communications. Unless otherwise agreed in writing, all instructions, orders and other communications from the Client and/or any authorised signatories on the account as well as representatives to the Bank must be submitted as a written duly signed original. However, the Bank is entitled, but not obliged, to accept orders, instructions and other communications from the Client and/or any authorised signatories on the account as well as representatives submitted as photocopies, faxes or telegrams, or relayed verbally or by electronic means (e.g., by telephone or ). The Bank is authorised to communicate with the Client and/or any authorised signatories on the account as well as representatives via the aforementioned means of communication mentioned in this Clause if the Client and/or any authorised signatories on the account as well as representatives have provided the Bank with the respective contact details (e.g., telephone or fax number, address) in the relevant application form. or such other form as may be agreed with the Bank or otherwise. The same applies if the Client and/or any authorised signatories on the account as well as representatives contact the Bank via those means of communication or provide the respective contact details in the course of the Agreement. Where the Bank has agreed to accept instructions via telephone, facsimile and/or electronic means (for example, or Internet), the Bank may rely on any instructions which the Bank believes to be genuine or which purport to have been sent by the Client or on the Client s behalf. The Bank may at any time require the Client to confirm any oral requests, notices and instructions promptly in writing and may also require the Client to confirm facsimile instructions or instructions given via electronic means by a telephone call with the Client s Relationship Manager. The Client agrees to ratify all such instructions and, for the avoidance of doubt, any loss, risk of delay, misunderstanding or damage including loss of profit and other consequential loss resulting directly or indirectly from the use of oral instructions, facsimile transmissions or electronic means or another branch or an affiliate to transmit instructions to the Bank is to be borne by the Client, unless that damage arises by reason of the Bank s negligence, wilful default or fraud. The Client is aware, acknowledges and accepts that the use of any electronic means of communication, in particular , Internet, telephone or fax, might not be secure, and that any communication or transfer of data may be routed through communication networks and/or service providers located outside Gibraltar, may be intercepted or tapped and are potentially accessible to third parties. It is therefore possible for third parties to acquire knowledge of the Client s relationship with the Bank and to view the content of the communication. The Client also acknowledges that fax messages and other electronic messages will not be processed in priority to other instructions. The Client releases the Bank from all liabilities caused by reasonable delays associated with the faxed instructions. The Bank reserves the right, at the Bank s sole discretion, to refuse to act upon any of the Client s instructions for any reasonable reason, e.g. if to do so would be contrary to the Bank's policy (if it is generally applicable to all Clients), to applicable law or to the request or policy of any governmental bodies, regulatory agencies, fiscal, monetary or other authority to which the Bank is subject or submits, whether or not such request or policy has the force of law. If the Client has placed a number of instructions, the Bank may be entitled to select, at our own discretion, the instructions to be executed in full or in part. Instructions will be acknowledged as received and accepted by us acting to initiate the transaction to which they relate. Where the Bank refuses to act on the Client s instructions, unless there is a security or other legal reason not to, the Bank will notify the Client by telephone, by facsimile or by any other means agreed between the Bank and the Client and if possible (including, by way of example only, having regard to Bank policy) give the Bank s reasons for doing so, as soon as reasonably practicable. The Client must ensure that any instructions given to the Bank (including but not limited to instructions by

11 General Provisions telephone, facsimile transmission or electronic means) are clear and intelligible. The Bank shall not be responsible for any loss to the Client as a result of the Bank s acting or failing to act on any unauthorised, incorrect or unintelligible instructions or as a result of any failure to advise or act arising as a result of any telecommunications or postal system failure or breakdown. The Client shall be liable to the Bank and reimburse the Bank for all costs, claims, losses, damages and expenses, which the Bank may incur as a result. Any written notice or other document to be given under this Agreement may be delivered personally or sent by first class post, Air Mail, courier, (in respect of notices from the Bank to the Client only) or facsimile transmission, as applicable, to the Client at the address mentioned in the relevant form or such other form as may be in agreed with the Bank or in accordance with Clause 10 of these General Provisions (Notifications of changes and communications from the Bank) and to the Bank at the address that the Bank most recently notified the Client. Any such written notice or document shall be deemed to have been served: a) if delivered, at the time of delivery; or b) if posted by first class post or Air Mail at the end of the seventh day after it was put into the post; or c) if sent by (in respect of notices from the Bank to the Client only) or facsimile transmission, 12 hours after it was transmitted. When the Client gives the Bank instructions and the Bank accepts those instructions: a) the Bank s overriding duty to obtain the best possible terms for execution for financial instruments will apply in all cases pursuant to Clause 11 of the Safe Custody and Execution-only Dealing Services Provisions (Order execution); b) if no expiry date is given, the Bank may act on those instructions up until close of business on the next business day, unless otherwise agreed with the Bank; c) if any financial instrument the Bank sells for the Client is defective or not delivered in time the Bank may repurchase it at the Client s expense; d) if a transaction in financial instruments would result in a fractional share, the Bank may buy or sell fractional shares to bring the holding to a whole number of shares; and e) the Bank is entitled (but not obliged) to cancel at our discretion instructions given good till cancel or without a time or price limitation, that could not be executed within 30 days from the date the Bank received them. The Client authorises the Bank to execute the Client s instructions relating to payments or financial instruments by any conventional means the Bank considers suitable, including banking channels, electronic or manual funds transfer systems, mail, courier, or telecommunications services and other methods. The Client agrees that the Bank may, without prior notice to the Client, use the services of any institution, exchange or correspondent bank in carrying out such instructions. The Client agrees to be bound by the rules and regulations that govern the applicable exchanges, funds transfer systems or institutions such as the Society for Worldwide Interbank Financial Telecommunication (SWIFT), the Clearing House Automated Payment System (CHAPS) or the Automated Clearing House (ACH) and to accept their normal charges. The Client understands that none of these institutions are the Bank s agent, and that the Bank is not responsible for their acts or omissions. If the Client uses services provided by another branch or an affiliate. either as part of a shared relationship arrangement or on an ad hoc basis, the Client may give instructions to the Bank through that branch or affiliate. Similarly, the Client may use the Bank to receive and transmit the Client s orders to the branch or affiliate to act on. The Client authorises the Bank to accept such instructions. If the Client uses the Bank, branch or affiliate to transmit instructions in this way, the Client understands that there may be an increased risk of delays and errors. Receipt of instructions by a branch or affiliate does not constitute receipt or acceptance by the Bank for the purpose of this Agreement. The Client understands that unless otherwise agreed with the Bank, the Bank will receive and process the Client s instructions and transactions only during banking hours on a business day in Gibraltar and when all banks involved in the instructions or transaction are open for business in all the geographic locations required to complete the relevant instructions or transaction

12 General Provisions The Client agrees that any standing instruction the Bank receives will remain in effect until the Bank receives a written cancellation or replacement instruction, which the Bank may require to be in writing, signed by those authorised to do so. The Bank must receive any request to change or cancel an instruction in time to act upon the request and before funds or financial instruments etc. have been made available or agreed to be provided to a third party. Where the Client has appointed his own custodian, the Bank and its affiliates may deal with that custodian as necessary to facilitate the performance by the Bank of their services to the Client and the Client will ensure that his custodian: a) settles transactions and otherwise fulfils the Bank s or the Client's instructions given pursuant to the authority the Client has conferred on the Bank or them; b) notifies the Bank promptly in the event that it is unable or unwilling to fulfil any such instruction or settle any such transaction; c) notifies the Bank promptly of all notices or other communications received by it in respect of the Client s financial instruments that are held by it to which this Agreement relates; and d) provides the Bank with such other information in respect of the Client s financial instruments that are held by it to which this Agreement relates as the Bank may reasonably request, which may include a valuation of those financial instruments. The Bank may, where the Client has appointed his own custodian, require that the Client deposits cash or financial instruments with the Bank before the Bank agrees to effect transactions on the Client s behalf. If the Client s custodian fails to settle any transactions which the Bank has effected on the Client s behalf, the Bank may apply the cash or financial instruments deposited in settlement of such transactions or otherwise as contemplated by Clause 17 of these General Provisions (Right of lien and set-off). The Client agrees to notify the Bank immediately if the Client becomes aware of any error or omission concerning a transaction or the execution of instructions, information that forms the basis of advice, statement or communication. If the Bank or a counterparty makes an error executing the Client s order, the Bank may choose to correct the order either through or outside the Client s account. If the Bank corrects the error through the Client s account, the Client will see the steps taken to correct the error. 13. Foreign exchange The Client authorises the Bank to conduct any foreign exchange transactions the Bank deems necessary or reasonably incidental to carry out the Client s instructions or protect the Bank s rights under this Agreement, and the Client agrees to assume all risks associated with foreign exchange and currency conversion. The exchange rate used in foreign currency conversion is the Bank s prevailing rate of the day (the "Exchange Reference Rate"). The Exchange Reference Rate is available from the Client s Relationship Manager. For the purpose of settling any of the Client s debts to the Bank in one currency the Bank may convert any of the Client s assets or monies held in another currency at the Bank s then prevailing Exchange Reference Rate. If the Bank receives money in a different currency from that in which the account is held, the Bank may convert it into the currency of the account at the Exchange Reference Rate. 14. Telephone calls The Client is aware and accepts that the Bank may at any time and without prior notice record and keep recordings of telephone conversations with the Client and/or any authorised signatories on the account as well as representatives for documentary purposes and to meet regulatory requirements. The Client hereby confirms that his consent applies to any and all persons that may be authorised to contact the Bank on his behalf and the Client undertakes to duly inform said persons of these provisions. The Client is advised that recording may take place without the use of a warning tone. A copy of these recordings will be available to the Client on request for at least five years from the date on which the recording is made (and the FSC may extend this

13 General Provisions period to seven years from such date). After such period has expired, these recordings may be erased by the Bank. These recordings may be erased at regular intervals as determined by the Bank in its sole discretion. In the event of any judicial, administrative or other proceedings as well as contractual or other claims, the Bank reserves the right to use such recording as evidence. With regard to the risks of communication error or misunderstanding, the Client is not entitled to claim any technical error or failure in the telephone conversation recording system or the fact that a conversation may not have been recorded. Copyright of any recordings will belong to the Bank. 15. Transmission errors, system failures The Client bears any losses incurred through the use by the Client and/or any authorised signatories on the account as well as representatives or the Bank of any means of communication, such as post, courier service, telephone, fax, Internet, or any other means of transmission, electronic data processing systems or delivery agents, including without limitation as a result of destruction, loss, mutilation, delay, misunderstanding, incompleteness, damage, manipulation, modification, forgery, duplicate copies, system failures, interruptions in the operation, misrouting or interception. The Bank will also not be responsible for any failure or delay in executing an instruction caused by circumstances beyond the Bank s reasonable control, including but not limited to: acts of God, fires, strikes, terrorism, power failures, intervention by exchanges or regulators, court freezing orders, or failure or error of any intermediary, exchange, counterparty or another bank. 16. Request for margin In order to secure potential claims against the Client resulting from foreign exchange transactions, leveraged transactions, forward transactions, options and other contracts including derivatives, the Bank is entitled to require the Client to provide collateral of an amount corresponding to a percentage determined by the Bank of the aggregate amount of the existing transactions. The Bank may modify such percentage at its discretion without prior notice and may consequently request additional collateral from the Client if the Bank deems that the cover is insufficient. If the Client does not provide the additional collateral within the time prescribed by the Bank, the Bank is entitled, but not obliged, to liquidate all or part of the existing contracts without incurring any responsibility. If there are any losses, the Bank is entitled, but not obliged, to realise without prior notice all or part of the Client s assets. 17. Right of lien and set-off The Bank shall have a lien, right of retention and power of sale and charge (a Security Interest ) over any and all of the Client s cash, financial instruments, documents of title, certificates and other assets (each and collectively, the Security ) whether in sole or joint names or otherwise from time to time which are held by or registered now or at any time with the Bank or its subcustodians, agents or nominees pursuant to the terms of this Agreement to the extent of and to satisfy any outstanding liability which the Client may have towards the Bank now or at any time pursuant to this Agreement. Where appropriate, the Bank may require the Client to enter into a separate security agreement in relation to any assets, cash or margin that the Bank requires from the Client. Where the Client is a client who is subject to the Model Code as set out in the United Kingdom Listing Authority s Listing Rules, a Security Interest shall not arise under this Clause 17 over any financial instruments in the Client s safe custody account to which the Model Code applies, except that the Client agrees that the Bank shall have a banker's lien over his financial instruments and rights of combination over his safe custody accounts as those rights arise by operation of law. The Client agrees that he has no right to withdraw and that he will not withdraw or seek to withdraw any Security which is subject to the above Security Interest or in any way encumber, assign, transfer or deal with such Security without the Bank s prior consent (which will not be unreasonably withheld) and until any outstanding liabilities are repaid, the Client relinquishes all rights in the Security. The Bank may apply, if applicable, any interest due to the Client by crediting the Client s account(s) or in reduction or discharge of the Client s outstanding liabilities pursuant to this Agreement

14 General Provisions The Bank may (where the Applicable Laws and the FSC Rules allow) set off any obligation owed by the Client under this Agreement or any transaction entered into pursuant to it against any obligation owed by the Bank to the Client (whether or not in connection with this Agreement or any transaction under it), regardless of the currency, booking branch or place of payment of either obligation. If such an obligation is unascertained or unliquidated, the Bank may in good faith estimate the obligation and set off in respect of the estimate, subject to the relevant party accounting to the other when the obligation is ascertained or liquidated. This Clause does not operate as between accounts in relation to which the Client is a trustee and those for which he is not. If the obligations are in different currencies, the Bank may convert either obligation at a market rate of exchange in the usual course of the Bank s business for the purpose of the set-off. The Client will be liable to the Bank for any loss, damage, costs, claims and demands arising as a result of the operation of this set-off. No liability is satisfied until it is fully and finally settled by the Client. The rights conferred on the Bank are continuing and outstanding liabilities are not to be considered satisfied by any repayment or partial repayment. Where it is impracticable to provide prior notice, the Bank may without such prior notice to the Client at any time and in the Bank s absolute discretion sell or otherwise dispose of any part of the Security without being under any liability to the Client in respect of the price or any other terms, and the Bank may debit the Client s account with the costs of such sale and apply the costs of the proceeds as the Bank thinks fit. This does not affect the Bank s right to enforce payment without resort to Security. If the proceeds of the realisation of the Security are not enough to repay all outstanding liabilities, the Client will pay the amount of the deficiency immediately to the Bank on demand. The Bank s Security Interest is not affected in any way by any time, indulgence or relief being given by the Bank. The Client agrees that the Bank has no obligation to pay or repay or comply with any payment instruction or drawing in respect of the Security until any outstanding liabilities are irrevocably repaid and discharged in full. 18. Settlement procedures If the Bank credits an account of the Client with the receipt of financial instruments, cash or other assets before their actual receipt, the Bank may reverse the credit at any time before actual receipt and charge the Client such amounts by way of interest or otherwise to put the Bank in the position the Bank would have been in had the credit not been made. The Bank may debit an account of the Client with financial instruments, cash or other assets on or before the date they are due to be transferred to a third party even though actual settlement has not yet occurred. The Bank may reverse such debit at any time before actual settlement. The Client accepts that he may not rely on any such debit or credit until actual settlement. The procedures described in the aforementioned paragraphs are of an administrative nature and do not amount to an agreement by the Bank to make loans or investments available to the Client, or transfer ownership of assets. Settlement and payment for financial instruments received (including currency transactions) and for delivery of financial instruments out of custody may be effected by the Bank in accordance with customary or established practices and procedures in the jurisdiction or market concerned, including without limitation, delivering any financial instruments against a receipt with the expectation of receiving later payment and other procedures not involving the simultaneous exchange of financial instruments and payment. If an item is returned to the Bank unpaid or there is an operational error, the Bank may reverse entries and correct errors made in any document without prior notice to the Client. The Bank will not be responsible for any direct or consequential loss, cost or expense which the Client may suffer as a result, and any resulting overdraft will be the Client s responsibility. If the Client draws money out against funds which appear on the Client s account but are not cleared funds, the

15 General Provisions Client will reimburse the Bank fully and be responsible for any debts, costs or losses that arise. 19. Business working days The Bank defines a business day as: Monday to Friday, excluding public holidays in Gibraltar. 20. Data protection and confidentiality The Bank is committed to complying with all applicable data protection laws. The Bank J. Safra Sarasin Data and Privacy Notice set out in Appendix 9 ("Data and Privacy Notice") explains how the Bank collects and processes personal data, how the Bank uses and protects personal data, and the rights of individuals in relation to their personal data. Where the Client provides to the Bank (directly or indirectly) any personal data of its representatives, authorised signatories, employees, beneficial owners or any other individuals, the Client shall first provide those individuals with a copy of the Privacy Notice. All the Bank s representatives, employees and agents are obliged by law to treat the Bank and the Client s relationship and the Client s transactions as confidential. The Client, on his behalf and on behalf of any direct or indirect holders or beneficial owners of assets, releases the Bank from its confidentiality duty insofar as this is necessary so that the Bank can hold, store, disclose, transfer and process data as described in this Clause 20 or otherwise to protect the Bank s legitimate interests, particularly (i) to execute any of the Client s orders, (ii) to perform any administrative activities in connection with assets deposited with the Bank, (iii) to comply with any other applicable disclosure and reporting obligations as described in Clause 22 of these General Provisions (Compliance, disclosure and reporting obligations), (iv) in connection with any judicial, administrative or other proceedings as well as contractual or other claims initiated by the Client or any third party against the Bank, (v) to enable the Bank or, as the case may be, any related entity or third party involved, to protect the Bank s legitimate interests, particularly to secure or collect and enforce any claims by the Bank and to enable the Bank to make use of or to realise any securities or other collateral provided by the Client or any third parties, (vi) in case of any accusations against the Bank in public or to authorities in the Gibraltar or abroad, and/or (vii) in case of any actual or potential transfer, assignment, sale or merger of the Bank or its business in whole or in part. 21. Provision of Information The Client shall provide the Bank on demand with all such information as the Bank may reasonably request in connection with this Agreement or the Client s ability to perform his obligations under it. You must keep us up to date with: a) Your address and contact details; b) Information that may affect the suitability of our advice or discretionary decision for you' c) Your tax residency; d) Whether you are a US person; e) Whether you are, or are linked to, a Politically Exposed Person; and f) Any criminal convictions, investigations or regulatory enforcement relating to dishonesty, conduct on financial markets, financial crime or criminal property. 22. Compliance, disclosure and reporting obligations The Client undertakes to comply and is responsible for ensuring that any authorised signatories to the account as well as other representatives and any beneficial owner(s) comply with any Gibraltar and applicable foreign laws and regulations. This includes, but is not limited to, the correct declaration of the assets and/or revenues held or levied with the Bank. The Bank may take any actions whatsoever considered appropriate to ensure compliance with and meet any obligations under Gibraltar or foreign laws relating to the prevention of fraud, money laundering, bribery, corruption, tax evasion, terrorist activities, and of the provision of financial or other services to persons who may be subject to an embargo or international sanctions. This may include, but is not limited to, investigations, the nonexecution of orders and/or the rejection of funds or assets. To the extent that the Bank depends on the Client s assistance in complying with the laws in Gibraltar and abroad, the Client is obliged to support the Bank upon its request. The Client acknowledges and agrees that in the context of safekeeping and trading safe custody assets or precious metals, in particular for specific types of transactions in certain markets or for actions relating to

16 General Provisions the administration and transfer of safe custody assets or precious metals, or in connection with insolvency proceedings involving a related entity or third-party custodian, pursuant to local laws and regulations, the Bank may be obliged to disclose or report (i) certain personal information, including but not limited to the identity(ies)/registered name(s), address(es)/registered office(s) and date(s) of birth/incorporation, of the Client and/or any direct or indirect holders and/or beneficial owners of the assets, and (ii) the holding in such assets (collectively, the "Relevant Personal Information"). Noncompliance with such disclosure or reporting obligations may lead to blocking of or other disadvantages in regard to the financial instruments (e.g., forfeiture of rights, voting rights may not be exercised, dividends or other rights may not be received, financial instruments cannot be sold or disposed of in any other manner or compulsory sales may be enforced). The Client acknowledges and agrees that the Bank may be required to disclose Personal Information in order to protect the Bank s interests, including without limitation in case of judicial, administrative or other proceedings initiated against unnamed beneficial owners. The Client acknowledges and agrees that the Bank, any affiliate or third-party custodian, broker(s) and the central securities depository may centrally process and store Personal Information (e.g., by a central back-office of a related entity) or outsource back-office functions and/or IT-services to external service providers in Gibraltar or abroad. As a consequence thereof, such Personal Information may be available outside of Gibraltar or the country in question. The Client acknowledges and agrees that such information may be subject to disclosure to local authorities or otherwise processed as prescribed by local laws and regulations. The Client expressly authorises the Bank, any affiliate, the Bank s and their representatives, employees and agents, to the extent reasonably necessary under the circumstances and/or any applicable Gibraltar or foreign laws and regulations, at the Bank s discretion to protect the Client s or the Bank s own interests or the interests of any affiliate or third-party custodian, to disclose promptly and without prior notice, any Relevant Personal Information, and the Client releases the Bank, any affiliate, the Bank s and their representatives, employees and agents as well as any third-party custodian, broker(s) and the central securities depository from the Bank s/their confidentiality duty. The Client undertakes to cooperate fully with the Bank and to provide all documents required for fulfilling the disclosure and reporting obligations in accordance with applicable laws and regulations. The Bank is not liable for any damages suffered by the Client due to the disclosure of Relevant Personal Information. The Bank is, however, free not to disclose the Relevant Personal Information in whole or in part, and may inform the Client of its decision. The Bank may refrain from performing any or all services which give rise to a disclosure or reporting obligation on the Bank s part. The Bank may ask the Client to sign additional disclosure or reporting authorisations for specific countries and/or transactions as may be required from time to time. The Bank is under no circumstances obliged to advise the Client of his disclosure or reporting obligations arising from or in connection with his assets or otherwise with his relationship with the Bank. 23. Judicial, administrative or other proceedings as well as contractual or other claims against the Bank In the event of any judicial, administrative or other proceedings, as well as contractual or other claims are impending or initiated against the Bank, whether in Gibraltar or abroad, in which the Bank is involved due to or in connection with the Client or the beneficial owner(s), the Client will ensure that they on behalf of whom the Bank acts, are obliged to assist the Bank upon request. The Bank is entitled to disclose data, Relevant Personal Information (as defined in Clause 22 of these General Provisions (Compliance, disclosure and reporting obligations)) or provide any documentation relating to the Client and/or beneficial owner(s) without the Client s consent and without an obligation on the Bank s side to notify or inform the Client, provided that the Bank risks any sanctions or that the disclosure is considered necessary by the Bank to protect its own and any involved affiliate s legitimate interests. The Client will pay for costs to and losses by the Bank or any involved affiliate for all costs incurred in connection with such proceedings or claims relating to the Client and/or beneficial owner(s). Such costs could include fines or penalties imposed on the Bank or any affiliate, legal fees,