By signing the attached Terms and Conditions you hereby agree to these terms and conditions and the Trustees’ scale of charges (as amended from time to time). In these terms:
Assets means the assets that are subject to Custody service at any given time
Fee Schedule means the schedule of fees charged for our Services as amended from time to time and made available on our website or as otherwise provided to you
SERVICES: The Settlor(s) or individuals setting up the Trust (hereinafter referred to as the “You” or the “Client”) has requested Grayson’s Trust Management Services Limited and/or any of its related entities or individuals (hereinafter referred to as the “Trustees”) or any Trustee designated by Norrenberger Asset Management Limited to provide the following Services:
The Trustees agree to provide the requested services subject to these Terms and Conditions and to provide such other services as may be agreed from time to time in writing with you (hereinafter referred to collectively as the “Services”).
FEES AND EXPENSES: We will charge and will be reimbursed for our Services and related expenses in accordance with the agreed Fee Schedule as is applicable to the Trust and in force from time to time. We will notify you in writing of any changes to the Fee Schedule applicable to the Trust in advance of such changes taking effect.
If we instruct a solicitor to perform legal work in connection with the Arrangement or, where appropriate, stockbrokers, accountants and other professional agents, all such charges and expenses may be charged in addition to the fees set out in the Fee Schedule.
We may deduct all fees and expenses (and any related duties and taxes) from the Assets, and these will, in the ordinary course, be paid out of capital but we shall have discretion in each case to charge such fees and expenses (and any related duties and taxes) in whole or in part against income or between different interests in income and capital as we see fit.
The provisions of this clause (fees and expenses) are without prejudice to any statutory rights or powers to deduct fees and expenses under the applicable law.
TRUSTEES’ RIGHT: You may provide letters of wishes to the Trustees relating to the business and management of the Trust. The Trustees consider at their discretion (but will not be legally bound by) any request made verbally or in writing (including email, or any other form of communication) purporting to be signed or sent by you or any authorized person on behalf of you and may so act without liability.
The Trustees may refrain from acting in accordance with any provision of these terms and conditions otherwise binding upon them or in accordance with any instruction, request or authority if in their absolute discretion this involves a breach of any applicable law and is contrary to the policies of the Trustees or the Trust or in any other circumstances where the Trustees consider it reasonable to so refrain.
DISSOLUTION: If the Trust shall be dissolved, the Trustees shall submit to you a written statement of account. Unless the Trustees shall have received written notice from you within thirty days of the date of posting such statement of account, the said statement shall be deemed to have been accepted by you as being true and accurate and you shall be deemed to have released the Trustees from liability from any claim whatsoever received after such date from any person in respect of the Trust.
NOTIFICATION OF DEATH: Upon death, notification shall be communicated in a form acceptable to the Trustees, this shall be sufficient notice of your death for any of the purposes of these terms and conditions and you, (through your Estate) your legal representatives HEREBY INDEMNIFY the Trustees against all claims or liabilities by reason of having acted upon such notification.
The Trustees reserve the right to decline instructions from a prospective Client without giving any reasons.
REVOCATION: The Services are available on the basis of request which may be revoked by either party at will or you shall, upon the request of the Trustees, immediately transfer the management of the Trust to another trustee selected by you. From time to time, it may be necessary for the management address(es) of the Trustees to be changed. The Trustees undertake to give you as much advance notice as possible of any such move but will not accept responsibility for any costs incurred by you as a result thereof.
NOTIFICATION OF CHANGE OF YOUR CONTACT DETAILS: You hereby agree to inform the Trustees immediately upon changing your usual business, residential, and email addresses and telephone numbers so that the Trustees may at all times be able to contact you should the need arise.
COMMUNICATION: All communications in relation to the administration of your Trust shall be deemed to have been properly communicated to you, if sent to the address notified to the Trustees by you in accordance with these Terms and Conditions of Business and all such communications shall be deemed to have been properly received by you seven (7) days after posting such communication to you. It shall not be necessary for the Trustees to provide proof of postage.
NO LIABILITY: The Trustees shall not be liable for any failure to comply wholly or in part with any wishes and/or instructions from you and shall not be responsible for non-receipt of the same. You shall have no claim whatsoever against the Trustees in respect of anything done or omitted to be done or in respect of any exercise or non-exercise of any discretion unless the same shall be made male fide or fraudulently.
The Trustees shall act on the Trust’s behalf in respect of local taxation matters, if appropriate. However, the Trustees shall not advise on any foreign tax matters or matters relating to the tax affairs of shareholders, settlors, or beneficiaries unless specifically requested to do so.
ADMINISTRATION: In the exercise of their powers, duties, authorities, and discretions of the Trustees in respect of the Trust, the Trustees may act by or through such of their officers or employees, attorneys or agents (or those of any associated company) and may nominate their officers or employees to act as they think fit and may from time to time substitute other such persons in their place without prior consultation with you.
In any case where the Trustees may see fit to protect their interests or those of the Trust they may sue for, enforce payment of, defend, litigate, compromise or prosecute any claim action litigation or other proceedings for or against the Trustees as the case may require without prior reference to you and for the better and more effectual execution of such business, the Trustees may retain and employ advocates, solicitors, counsel, attorneys, barristers or other persons of like standing to advise, act or represent the Trustees in respect of the Trust.
You or any of your authorized representatives shall at no time seek to bind the Trustees in respect of the Trust or otherwise or represent that he/she has authority to do so.
ADMINISTRATION CHARGES: The Trustees’ fees and disbursements, unless otherwise mutually agreed between the Trustees and you shall be payable in accordance with the Trustees’ scale of charges (which form part of these terms and conditions of business). The Trustees reserve the right to revise the scale of charges from time to time with prior notice to you. Updated copies are available upon request by you. Tax, financial planning, or any other general advice may be charged for separately.
The Trustees shall invoice you on an annual basis or otherwise as may be deemed reasonable at the Trustees’ sole discretion. The Trustees shall charge all fees, charges, disbursements, and any other expenses in respect of the Trust (the “Operating Expenses”) to you unless you make other arrangements satisfactory to the Trustees. Fees are set out on the basis of immediate settlement and all invoices should be settled by you within the stipulated period as set out in the respective invoice. Should any amounts remain outstanding by the end of the stipulated period the Trustees shall be entitled to charge the invoice amount to the Trust and to deduct the fees from any account, monies, or property under the control of the Trustees and belonging to you or the Trust. The Trustees specifically declare the right to debit any monies due to the Trustees to your credit card, charge card, or any similar facility. Notice of any such debits will be provided to you. Should there be insufficient liquidity in the Trust or should the Trustees be unable for any reason to settle the invoice, interest at a rate of 10% per annum shall begin to accrue from the end of the stipulated period.
If you no longer require the Services provided by the Trustees, within 30 days of receipt of the invoice for the forthcoming year’s Services you shall advise accordingly. If you do not inform the Trustees then you shall be deemed to have accepted liability to pay for the Services for the forthcoming 12-month period and shall be liable for payment of the invoice and statements in full.
Trusteeship services are provided on a yearly basis and the Trustees shall not, without prior agreement with you, provide such services for shorter periods or only for part of the yearly billing period.
INDEMNITY: You hereby covenant with the Trustees that you will at all times hereafter indemnify and keep indemnified the Trustees, each associated company and/or officer, employee, attorney or agent of any thereof, and/or their respective personal representatives (the “Indemnified Parties” or an “Indemnified Party”) from any and all actions, proceedings, claims or demands of any nature whatsoever made by any person, firm, or body corporate or public, which actions, proceedings, claims or demands may arise in respect of or in regard to, the acts or omissions of such Indemnified Parties, or any of them while holding any office or trusteeship in the Trust, or by reason of having acted as Trustee or nominee for you, or by reason or in consequence of acting on any advice and/or carrying out any instructions purported to have been sent by you, your servants, agents and/or appointees acting within the scope of their actual or implied authority. You further covenant to ratify and confirm whatsoever the Indemnified Parties or any one of them may do or cause to be done or omitted in accordance with such advice or instructions.
MISCELLANEOUS
These terms and conditions constitute the entirety of the terms and conditions between the parties with respect to its subject matter and no member, sole director, employee, consultant or professional, or any other representative of the Trustees is empowered to alter any of the terms and conditions set out herein.
If any one or more of these terms and conditions become illegal or invalid or otherwise unenforceable in whole or in part under any law, the legality, validity, or enforceability of any other of these terms and conditions shall not in any way be affected or impaired thereby.
No delay or failure on the part of the Trustees in exercising any right, remedy, power or privilege arising under or by virtue of these terms and conditions or any document referred to herein or any partial exercise thereof shall preclude any other or further exercise of that or any other right, remedy, power or privilege. The rights and remedies provided in these terms and conditions do not exclude any rights or remedies provided to the Trustees by law.
CONFIDENTIALITY: The Trustees covenant with you that its officers and employees will at all times maintain confidentiality in relation to the administration of the Trust in so far as the law permits in its or their dealings with you and the Trust.
THIRD-PARTY OUTSOURCING: Kindly note that where the services you require are outsourced to be provided by a third-party, you shall be bound by these terms and conditions as well as the terms and conditions of such third party.
These terms and conditions are made pursuant to and shall be construed in accordance with the laws of the Federal Republic of Nigeria.
