General Terms and Conditions (GTC)

The Jeeves Group^® provides its services exclusively based on the following General Terms and Conditions (“GTC”) in the interest and on behalf of its clients (“Client”).

1.1. The GTC apply to all activities carried out in connection with a contractual relationship established between the Jeeves Group^® and its Clients.

1.2. These terms apply unless other explicit written agreements have been made and provided they do not conflict with mandatory applicable law.

1.3. In the event of contradictions between these GTC and the agreement established between the Jeeves Group^® and its Clients, the provisions of the relevant agreement shall take precedence.

1.4. The Client’s GTC are only applicable if explicitly and in writing accepted by the Jeeves Group^®, either for the general relationship or a specific agreement.

2.1. Jeeves Group^®: Refers to a registered trade and service mark without legal personality, encompassing all companies, affiliates, and individuals acting under the Jeeves Group^® title¹, including, but not limited to LEXADMIN TRUST REG., JEEVES AKTIENGESELLSCHAFT, ST. VINCENT TRUST SERVICE LIMITED, ST. VINCENT TRUST COMPANY LIMITED, or such persons or entities connected to these companies and listed periodically in the Group’s brochures, website, documentation, agreements, etc., and/or any company directors, deputy directors, company secretaries, managers, partners, trustees, protectors, attorneys, administrators, or any other officers or employees of such companies appointed for this purpose. This also includes any registered agent, provider of a registered office, service address, or registered shareholder of a company, or any agent or service provider appointed by the Jeeves Group^® or the Client to provide any type of service for the Client.

2.2. The term “Services” particularly includes company formation, management, administration, acting as a registered agent, secretarial services, authorized members of boards of directors, foundation councils, trustees, or shareholders, as well as bank or broker appointments, trustee, advisory, and other related services provided by Jeeves Group^® to the legal entity of the client.

2.3. The term “Client” refers to all natural or legal persons who are owners, beneficial owners, or recipients of the services provided by Jeeves Group^®. This also includes all jointly and severally liable persons of a company, trust, foundation, or other legal entity, where more than one person is involved. Furthermore, it encompasses individuals authorized by the client who have requested Jeeves Group^® to provide services for the legal entity or its authorized representatives, as well as persons with whom transactions have been conducted at the instruction of such authorized representatives.

2.4. A “Person” is defined as any natural or legal person, company, or other registered or unregistered entity.

2.5. The term “Entity” refers to a company, trust, foundation, or any other legally recognized structure established and/or managed by Jeeves Group^®. The Entity is also subject to these terms and conditions.

2.6. “Direct costs” are defined as all third-party expenses incurred by Jeeves Group^® on behalf of the client or their company.

¹ Jeeves Fiduciary Services Ltd., Hong Kong is explicitly excluded.

3.1. The specific scope of the service is determined by a separate oral or written agreement. The scope always pertains to the provision of the agreed services and not to the achievement of a specific economic outcome. For this reason, the Jeeves Group^® cannot, irrespective of delivering certain work results, provide statements in the form of expectations, forecasts, or recommendations that would constitute a guarantee regarding the occurrence of specific circumstances.

3.2. Preliminary work results, such as drafts, working documents, written reports, records, and/or information provided by the Jeeves Group^® to the client, may only be used in accordance with the agreement. All documents are legally binding for the Jeeves Group^® only if they are duly signed. The Jeeves Group^® shall not be liable for any damages incurred by the client or third parties resulting from the use of or reliance on preliminary work results.

3.3. All work results, including preliminary results as per section 3.2, may not be shared with third parties, altered, shortened, published, or otherwise made accessible without the prior written consent of the Jeeves Group^®. The Jeeves Group^® shall not be liable for any losses or damages incurred by the client or third parties arising from the use of the work results for purposes other than those specified in the agreement. In the event of a breach of this provision by the client, the Jeeves Group^®, along with all its employees and/or affiliated companies, shall be indemnified from any liability.

3.4. The Jeeves Group^® is entitled to provide the work results to the competent authorities or intermediaries, as far as this is necessary or useful.

4.1. The Jeeves Group^® undertakes to provide the agreed services based on the information supplied by the client, in accordance with the principles of professional ethics and with the requisite diligence and expertise.

4.2. If the Jeeves Group^® becomes aware during the contractual relationship of facts or transactions that give rise to a suspicion of money laundering, predicate offenses to money laundering, organized crime, or terrorism financing, it must immediately report the suspicion to the Financial Intelligence Unit (FIU), regardless of whether the suspicion concerns the client or a third party. In the event of such a report, the Jeeves Group^® is prohibited from informing the client or third parties (except supervisory authorities or the competent law enforcement authorities) if the suspicion pertains to the client.

4.3. In the case described under Section 4.2, the Jeeves Group^® is additionally entitled to refuse, suspend, or immediately cease providing further services to the client. This entitlement particularly applies if any person involved, or purportedly involved, in the client’s business is found guilty of criminal activities, is convicted of fraudulent or dishonest conduct in a civil or criminal proceeding, or if there is suspicion of tax evasion or other illegal activities, or if such activities are proven.

5.1. The Jeeves Group^® reserves the right to delegate the execution of the agreement or parts thereof to third parties. In such cases, the Jeeves Group^® shall only be liable for the careful selection and/or instruction of these third parties. The client expressly acknowledges this possibility and agrees to the transfer of relevant information and data to the respective third parties.

5.2. Notwithstanding the provisions under clause 5.1, the agreement remains exclusively between the client and the Jeeves Group^®. The provision of services is carried out under the responsibility of the Jeeves Group^®.

6.1. The client is obligated, throughout the entire term of the contractual relationship, to promptly inform Jeeves Group^® of all information and facts that could be relevant to the execution of the agreement. The client must also promptly provide all necessary documents and evidence in their entirety. Jeeves Group^® reserves the right to make the continuation of its services conditional upon the receipt of the aforementioned information and documentation.

6.2. The client of Jeeves Group^® is required to provide a copy of their passport or any other necessary proof in accordance with the “know your client” rules for the records of Jeeves Group^®. Jeeves Group^® treats the client’s passport copy and any other documentation with strict confidentiality unless disclosure is required to a bank or brokerage firm to open an account, pursue other matters in the client’s interest, or act upon the instructions of the client as directed by a competent court or otherwise.

6.3. The Jeeves Group^® is entitled to assume the accuracy of information, facts, documents, records, and evidence provided unless their inaccuracy is obvious.

6.4. During the term of the contractual relationship, the Client is obligated to promptly inform the Jeeves Group^® of any changes or newly occurring circumstances that may be relevant to the execution of the services as soon as they become known.

6.5. The Client hereby acknowledges and confirms that, for the entire duration of the contractual and business relationship, under no circumstances will individuals, entities, or organizations be involved that are domiciled in the Russian Federation, operate under its jurisdiction, or are otherwise connected to it. This includes, but is not limited to, individuals, entities, or organizations subject to sanctions imposed by the United States (Office of Foreign Assets Control, “OFAC”), the European Union, the United Kingdom, or other sanction regimes that are legally or politically relevant for Liechtenstein.

6.6. The Client also expressly confirms that no products, services, intellectual property, investments, holdings, or financial transactions will be sold, transferred, mediated, or otherwise provided, directly or indirectly, to individuals, entities, or organizations connected to or operating in the Russian Federation.

6.7. Any breach of the provisions under Clauses 6.5 and following shall be considered a material breach and may lead to the immediate termination of the contractual or business relationship, without the Jeeves Group^® incurring any obligations or liabilities as a result. A breach also entitles the Jeeves Group^® to suspend existing business relationships or to take any legal action necessary to ensure compliance with applicable sanctions or legal provisions (see also Clause 9).

6.8. The Client undertakes to inform the Jeeves Group^® promptly and without being requested if the Client or any affiliated person, entity, or organization becomes subject to sanctions, or if their economic activities change in such a way that results in a direct or indirect connection to sanctioned individuals, entities, organizations, or countries, including but not limited to Russia.

6.9. The Client undertakes to fully indemnify and hold harmless the Jeeves Group^® and its affiliated companies, directors, employees, agents, and other partners against any claims arising as a result of a breach of the aforementioned provisions by the Client.

7.1. The client agrees to promptly notify Jeeves Group^® of any transactions, agreements, or obligations undertaken by the legal entity.

7.2. The client must not involve the entity in unlawful actions or activities (as defined by the laws of the jurisdiction where the entity or trust is domiciled or where the entity conducts business). The Jeeves Group is not liable for any unlawful actions or activities in which the client or their entities are involved.

7.3. The client must ensure that the entity has sufficient assets to meet its obligations to Jeeves Group^® and other third-party providers of services and/or products in a timely manner. Jeeves Group^® is not responsible for the financial obligations of the client’s entity.

7.4. Upon first demand, the client shall indemnify and hold harmless Jeeves Group^® and its affiliated companies, as well as all of their board members, executive officers, employees, and agents, against any claims, actions, costs (including legal fees), and liabilities arising from these General Terms and Conditions and the services provided for the legal entity. This also includes advice and services rendered to third parties on behalf of the client.

7.5. The Client is solely responsible for obtaining tax and legal advice related to their entity and their personal affairs at their place of residence, business, or arising from their citizenship. The Jeeves Group^® does not claim to provide such tax or legal advice.

7.6. The directors, foundation council members, trustees, or senior officers provided by the Jeeves Group^® for the Client’s entity must act in a manner that is honest, compliant with applicable laws and regulations, proper, ethical, and consistent with the organizational rules of the entity.

7.7. Without the specific written consent of the Jeeves Group®, the address(es) provided by a company belonging to the Jeeves Group^® for the Client’s entity may not be referenced in marketing materials, corporate documents, advertisements, or public announcements.

7.8. The company and/or registered agent of the Jeeves Group^® in the relevant jurisdiction may relocate its registered office to another location, which may result in a change of the registered address of the Client’s entity. The Jeeves Group^® will inform the Client as early as possible about such relocation but assumes no responsibility for any costs incurred by the Client as a result.

8.1. The Jeeves Group^® is obligated to maintain professional confidentiality regarding matters entrusted to it and any facts that become known to it in the course of its professional duties, where confidentiality is in the interest of the client, unless the proper and appropriate execution of the service requires disclosure (Art. 21 TrHG).

8.2. To the extent necessary for pursuing claims of the Jeeves Group^® (particularly claims for fees) or defending against claims brought against the Jeeves Group^® (in particular, claims for damages made by clients or third parties against the Jeeves Group^®), the Jeeves Group® is released from its duty of confidentiality.

8.3. The Client acknowledges that the Jeeves Group^® may be legally required to provide information or reports to authorities without obtaining the Client’s consent. This particularly applies to provisions related to anti-money laundering and counter-terrorism financing (see also Clause 4.2).

8.4. The Client may release the Jeeves Group^® from its confidentiality obligation.

9.1. The Client hereby authorizes the Jeeves Group^® to collect and process relevant information about the Client in order to fulfill legal requirements under the Foreign Account Tax Compliance Act (FATCA), international agreements on the Automatic Exchange of Information (AEOI), as well as requirements and obligations under the sanctions regimes applicable in Liechtenstein (reference to Clauses 6.5 ff.). Such information may be disclosed to the US Internal Revenue Service (IRS) and other relevant US authorities in accordance with FATCA, as well as to other authorities relevant in this context. Furthermore, the Client authorizes the Jeeves Group^® to disclose relevant data to the competent Liechtenstein and international authorities in accordance with applicable AEOI agreements, the AEOI Act, and relevant regulations and laws concerning the sanctions regimes applicable in Liechtenstein.

9.2. The Client acknowledges that the disclosure of certain data under FATCA, AEOI agreements, and the applicable legal and regulatory provisions related to Liechtenstein’s sanctions regimes may occur in accordance with the respective statutory and regulatory requirements. The Client expressly agrees that their data may be disclosed to the relevant authorities or institutions as required and waives any claims regarding the protection and confidentiality of such data against the Jeeves Group^®.

10.1. The Jeeves Group^® shall retain documents provided by the Client in connection with the execution of the agreement, as well as documents created by the Jeeves Group^® and related correspondence, in accordance with the applicable retention obligations under Liechtenstein law.

10.2. Upon request by the Client, the Jeeves Group^® shall return all documents received from the Client or from third parties on behalf of the Client. This does not apply to correspondence between the parties or to documents of which the Client already holds an original copy.

10.3. The Jeeves Group^® may make and retain copies or photocopies of documents to be returned to the Client, at the Client’s expense.

10.4. Subject to a prior agreement and compensation, the Client may also request the transmission of electronic files created by the Jeeves Group^® in connection with the execution of the agreement.

11.1. All copyrights and usage rights to documents, products, or other work results created by the Jeeves Group^®, as well as the know-how developed or used in the process, remain with the Jeeves Group^®. The Jeeves Group^® grants the Client a perpetual, non-exclusive, and non-transferable right of use for the sole purpose of their own use of the provided documents, products, and other work results, including the associated know-how.

11.2. Any reference to the existing contractual relationship between the Client and the Jeeves Group^®, particularly for advertising or as a reference, is only permitted with the mutual consent of both parties.

12.1. The Jeeves Group^® charges fees for services rendered based on the time spent, unless otherwise agreed with the client. The fees, as specified in the fee schedule published by the Jeeves Group^® and/or agreed upon with the client, may be adjusted or mutually agreed upon in writing with the client. A fixed fee may be agreed upon for the establishment and administration of structures. Expenses, as well as any applicable value-added tax or withholding tax, are charged separately.

12.2. Subsequently agreed changes to the scope of services may result in an adjustment of the fees.

12.3. The Jeeves Group^® may request a reasonable advance payment at any time.

12.4. The Jeeves Group^® issues invoices periodically. Invoices are payable within the agreed payment terms. Any objections to an invoice must be reported to the Jeeves Group^® within ten days of the invoice date; otherwise, the invoice is considered accepted. In the event of late payment, reminder fees will be charged, and the Jeeves Group^® reserves the right to withhold services, work results, and documents and/or terminate the business relationship.

12.5. The Client undertakes to pay in advance all direct costs, taxes, license fees, or governmental fees of any kind related to the entity. The Jeeves Group^® is not liable for penalties, fines, or other liabilities incurred by the Client or the entity, with the Client assuming full responsibility for their payment and indemnifying the Jeeves Group^® in advance or upon first demand.

12.6. The Jeeves Group^® is expressly granted the right to offset its claims.

12.7. The Client agrees that the Jeeves Group^® is authorized to transfer or reimburse agreed fees from funds generated by the Jeeves Group^® on behalf of the Client to third parties under the agreements concluded with such third parties.

12.8. The Client must notify the Jeeves Group^® within thirty days of receiving the invoice for services for the upcoming year if they no longer require the services offered by the Jeeves Group^®. It is agreed that the Client has consented to pay the invoice in full if they fail to notify the Jeeves Group^® within the specified thirty days.

13.1. The Jeeves Group^® is liable for contractual or non-contractual damages related to a contractual relationship with the Client only in cases of intent or gross negligence. Any liability beyond this is excluded.

13.2. The Jeeves Group^® specifically excludes any liability for:

13.2.1. Indirect damages (such as loss of profit, consequential damages, loss or damage to data, or claims by third parties);

13.2.2. The actions of third parties involved in the execution of the agreement; liability is limited to cases of gross negligence in their selection, instruction, and supervision;

13.2.3. Damages or losses arising from actions taken on instructions (where instructions are possible and/or permitted) or recommendations, requests, and from information provided by the Client;

13.2.4. Damages or losses resulting from the failure to receive instructions (where instructions are possible and/or permitted), recommendations, requests, or information from the Client, regardless of the reasons why such instructions, recommendations, requests, or information were not received by the Jeeves Group^®.

13.3. Claims must be submitted by the Client in writing to the Jeeves Group^® no later than one year after the claim arises or the termination of the contractual relationship. In the event of a breach of due diligence or errors in the execution of the agreement, the Jeeves Group^® is entitled to remedy the service properly at any time.

13.4. The above limitations of liability also apply to all employees of the Jeeves Group^® as well as to any third parties engaged by the Jeeves Group^®.

14.1. The agreement is valid for the term specified in its conditions. If the agreement is concluded for an indefinite period, the contractual relationship may be terminated in writing at any time by either the Jeeves Group^® or the client, without prior notice and without stating any reasons.

14.2. Upon termination of the agreement—whether due to the expiration of its term or early termination—the Client is obligated to pay for all services rendered and any fees and expenses incurred up to the termination. Furthermore, the Jeeves Group^® shall be fully indemnified and held harmless by the Client.

14.3. In the case of premature termination of the agreement, the Jeeves Group^® shall not be liable for any damages caused as a result. Damages include claims by subsidiaries or (external) third parties (reference Clause 5) against the Jeeves Group^® in connection with the terminated agreement.

14.4. The contractual relationship does not cease in the event of the death, incapacity, or bankruptcy of the Client. The Jeeves Group^® undertakes to manage the business until the Client or their legal successors are able to do so, provided that the termination of the contractual relationship would endanger their interests. The heirs or legal successors may terminate the agreement at any time.

14.5. If the termination of the contractual relationship with the Jeeves Group^® results in the transfer of the Client’s entities to a new service provider, the Client shall bear the costs of such transfer.

15.1. Statements from the Jeeves Group^® to the client are deemed delivered if sent to the address or email address provided by the client at the time of engagement or to any subsequently communicated updated address or email address provided in writing. Unless otherwise agreed, the Jeeves Group^® may correspond with the client in any manner it deems appropriate, including via email, using the email address the client has provided to the Jeeves Group^® for communication purposes. If the client sends emails to the Jeeves Group^® from other email addresses, the Jeeves Group^® is also authorized to communicate with the client using those email addresses. Statements required to be made in writing under these GTC may, unless otherwise specified, also be made via email.

15.2. Unless the Client provides contrary written instructions, the Jeeves Group^® is entitled to conduct email communication with the Client in an unencrypted format. The Client acknowledges being informed of the associated risks (including access, confidentiality, and alteration of messages during transmission) and, with full knowledge of these risks, agrees that email communication will not be conducted in encrypted form.

15.3. Both the Jeeves Group^® and the Client are responsible for their own electronic communication systems and must implement appropriate safeguards against unauthorized access and viruses. To the extent permitted by law, both parties are mutually not liable for any losses or damages resulting from the use of electronic communication methods.

16.1. Amendments and additions to these GTC must be made in writing to be valid. This also applies to any waiver of the requirement for written form.

16.2. All agreements between the Jeeves Group^® and its clients are governed by the law of the state in which the service provider belonging to the Jeeves Group^®, with whom the client has a contractual relationship, is domiciled (excluding the conflict of laws rules, to the extent permissible under the law of that state). For all claims arising therefrom, the courts with subject-matter and local jurisdiction in the state where the service provider belonging to the Jeeves Group^®, with whom the client has a contractual relationship, is domiciled, are agreed as the exclusive forum for legal disputes. For claims against the client, the Jeeves Group^® reserves the right to choose the courts at the client’s domicile or registered office, or any other competent court.

16.3. The privacy policy of the Jeeves Group^® is available at www.jeeves-group.com.

16.4. The invalidity of one or more provisions of these GTC or the contractual relationship governed by the GTC does not affect the validity of the remaining provisions. The contracting parties agree to replace the invalid provision(s) with one(s) that most closely reflect the economic intent of the original provision.

16.5. These GTC are originally drafted in German. If translations into other languages are provided, the German version shall be authoritative in case of any inconsistencies. The German version of the GTC is available at www.jeeves-group.com.

16.6. The Jeeves Group^® reserves the right to amend these GTC at any time. Amendments will be communicated to the Client in writing or in another appropriate manner and shall take effect within one month unless an objection is raised.

16.7. These GTC are in effect as of January 17, 2025, and apply immediately.