Terms and Conditions of Business

2Mi FINANCIAL SERVICES LIMITED
TERMS AND CONDITIONS OF BUSINESS

The following Terms and Conditions will govern the basis on which 2Mi will provide the Services to the Contracting Party and will be deemed to have been agreed by the Contracting Party by its acceptance of any of the Services. 2Mi contracts on the basis of these Terms and Conditions only, and acceptance by 2Mi of any instructions from the Contracting Party shall be upon such Terms and Conditions and shall override any other terms and conditions stipulated or incorporated by the Contracting Party in its instructions or any negotiations, unless expressly agreed in writing by 2Mi.

A copy of these Terms and Conditions shall be sent by ordinary post or email to the Contracting Party. A current copy of these Terms and Conditions will also be made available for inspection at 2Mi's registered office in Guernsey during normal business hours.

2Mi may revise the Terms and Conditions (including, but without limitation, the fees set out in the Suitability Report, and as provided for in clause 7.1(b) of these Terms and Conditions) from time to time without the Contracting Party's prior consent. Changes to the Suitability Report (including, without limitation, fees set out in that Suitability Report) will be notified to the Contracting Party by ordinary post or email as soon as is reasonably practicable after their introduction. The Contracting Party shall be bound by any amendment to the Terms and Conditions as and when a copy of the revised document becomes available on 2Mi's website www.2mi.gg or at 2Mi's registered office.

1.  Definitions and Interpretation

1.1  Definitions

In these Terms and Conditions (unless the context otherwise requires) the following words and expressions shall have the following meanings:

1.2  Interpretation

• 1.2.1  Unless the context otherwise requires, words (including definitions) denoting the singular number only shall include the plural and vice versa.

• 1.2.2  Unless the context otherwise requires, words (including definitions) denoting the masculine gender only shall include the feminine or neuter and vice versa.

• 1.2.3  References to statutes and/or statutory provisions shall be construed as referring to such statutes or statutory provisions as subsequently modified, amended, extended or re-enacted from time to time.

• 1.2.4  A reference to a statute or statutory provision shall include all subordinate legislation made from time to time under that statute or statutory provision.

• 1.2.5  References to 2Mi or the Contracting Party shall include a reference to any successor or assigns.

• 1.2.6  The expression "person" shall be construed to include any individual person, legal person, firm, company, foundation, the partners of any partnership (whether unlimited or a limited liability partnership) corporation or any agency of it.

• 1.2.7  "£" and "Sterling" denotes the lawful currency of the United Kingdom.

2.  Provision of Services

2.1  The provision of the Services by 2Mi is conditional upon it receiving such satisfactory professional, bank or other references, proof of Contracting Party identification and address, and evidence of the source of the funds or such other information as 2Mi shall require to comply with the Law. The Contracting Party acknowledges that 2Mi is required to request, receive, obtain, verify and continually monitor such information in order to comply with the Regulatory Law and may suspend or discontinue Services if 2mi does not receive satisfactory information when requested from time to time.

2.2  The Contracting Party hereby acknowledges and accepts that at no time shall 2Mi be obliged to perform the Services in a manner which will or may tend to bring Guernsey into disrepute as an international finance centre.

2.3  Not withstanding any agreement herein or otherwise reached between 2Mi and the Contracting Party at no time shall 2Mi or any Indemnified Party be required to take any action which, in the opinion of 2Mi, may:

• (a)  breach the terms or requirements of any licence or registration issued by the Guernsey Financial Services Commission to 2Mi or of any authorisation of any person to act on behalf of 2Mi or may cause the Guernsey Financial Services Commission to initiate any investigation or enforcement proceedings under the Regulatory Law; 

• (b)  harm the ability of any Indemnified Party to be considered a fit and proper person to conduct activity licensed by the Guernsey Financial Services Commission;

• (c)  may be subject to censure or penalty of 2Mi or an Indemnified Party by the Guernsey Financial Services Commission;

• (d)  may harm the standing or reputation of 2Mi or and Indemnified Party with the Guernsey Financial Services Commission.

• (e)  be an activity for which a license, registration or other authorisation under Law is required and 2Mi or the applicable Indemnified Party does not have such license, registration or other authorisation;

• (f)  be contrary to any Law

2.4  2Mi may at any time in its sole discretion act or omit to act in relation to the Services (upon so advising if 2Mi deems it appropriate) and 2Mi shall not be liable to any person or entity for such exercise of its discretion.

2.5  2Mi may in its discretion accept either directly or indirectly (from the Contracting Party or any person nominated in writing by the Contracting Party) instructions, directions and requests for action that it believes to be genuine, whether received orally or in written form, which shall include email and facsimile. Such instructions, directions and requests for action shall be given to the Key Contact. If any such instructions, directions or requests for action is given otherwise than in writing then as soon as is reasonably possible such communication shall be sent to the Key Contact in written form.

2.6  Where the Contracting Party is constituted by two (2) or more persons then 2Mi will require each person representing the Contracting Party to issue the instructions unless agreed otherwise in writing between the Parties.

2.7  2Mi’s provision of the Services shall commence on such date as is agreed in writing between it and the Contracting Party.

3.  Details of Services

3.1  In providing 2Mi’s Services:

• a)  2Mi is required to obtain sufficient knowledge of the Contracting Party to ensure any advice given is suitable to the Contracting Party’s requirements and affordability. All advice will be documented and meeting notes maintained to ensure the Contracting Party’s details are up-to-date. 2Mi will require the Contracting Party to complete or update (whichever is applicable) a Risk Profile Questionnaire (where appropriate) and a Confidential Client Questionnaire to assist 2Mi with providing advice to the Contracting Party. 2Mi will treat the Contracting Party as a retail client (retail clients are less sophisticated investors who are accordingly afforded the greatest degree of regulatory protection) unless 2Mi’s findings reveal otherwise. All advice and recommendations will be submitted by way of a Suitability Report to the Contracting Party and 2Mi will only act when the Contracting Party has signed and returned the relevant documents to 2Mi;

• b)  The Contracting Party acknowledges that any facts not disclosed to 2Mi regarding their own personal circumstances may adversely affect the accuracy of any advice 2Mi provides to the Contracting Party.

• c)  The Contracting Party is required to notify 2Mi of any changes in circumstances including but not limited to change of address;

• d)  The insurance and investment providers may send the Contracting Party information directly including investment valuations (where applicable) on a periodic basis. 2Mi may receive copies of any correspondence that has been sent to the Contracting Party directly and the Contracting Party agrees that 2Mi is not required to duplicate this information or send annual valuation statements to the Contracting Party;

• e)  2Mi will endeavour to send the Contracting Party any correspondence required, including valuations, as and when the Contracting Party shall reasonably request.

3.2  Unless otherwise instructed by the Contracting Party all certificates, policy documents and relevant paperwork will be dispatched to the Contracting Party upon receipt. 2Mi will not hold original documents between the provider and the Contracting Party, including but not limited to certificates or policy documents.

3.3  The Contracting Party shall ensure 2Mi is always provided with current contact details of:

• a)  the Contracting Party;

• b)  every director and other officer of the Contracting Party where the Contracting Party is a body corporate;

• c)  every founder, every council member and guardian of any foundation;

• d)  every trustee, protector, enforcer, settlor and beneficiary of any trust; and

• e)  any other person as appropriate; and

• f)  the Contracting Party shall ensure that consent is obtained from such persons to provide such contact details to 2Mi to the extent required under the Data Protection Law.

4.  Warranties from the Contracting Party

The Contracting Party warrants that:

• a)  all information supplied by or on behalf of or with the knowledge of the Contracting Party to 2Mi in connection with the Contracting Party, and the Services before the date hereof and afterwards is accurate and discloses a materially fair and true picture of the facts to which it relates; and

• b)  none of the Contracting Party’s assets represent the proceeds of any crime nor relate to the funding of terrorism.

5. Undertakings from the Contracting Party

The Contracting Party undertakes that:

• a)  any instructions or requests given to 2Mi, if complied with, will not cause 2Mi to infringe any applicable Law or the rules or regulations of any applicable regulatory or governmental authority;

• b)  all disclosures concerning the structure being established, if any, required by Law will be made;

• c)  it shall advise 2Mi in a timely manner of all changes in address, residence, citizenship, profession or business activity of the Contracting Party or beneficial owners of a relevant person connected to the Contracting Party or of any other changes of which 2Mi should be aware to enable 2Mi to comply with any applicable Law. 

6.  Indemnities from the Contracting Party and limitations on the liability of 2Mi 

6.1.  Where 2Mi provides Services, the Contracting Party, his/her heirs and/or successors, assigns or administrators shall be jointly and severally liable to 2Mi not only as guarantor but also as principal for the fees charged by 2Mi for the Services.

6.2.  2Mi shall not be obliged to incur any expense due to any third party or to commence any legal action on behalf of the Contracting Party unless fully indemnified in a form and amount satisfactory to 2Mi for such expenses and other costs and liabilities.

6.3.  The Contracting Party hereby covenants with 2Mi, and as a separate covenant with 2Mi as trustee for the Indemnified Parties, that it will at all times fully and effectually indemnify and hold harmless 2Mi and each of the Indemnified Parties against any and all Liabilities whatsoever for and in respect of which 2Mi or the Indemnified Party may be or become liable:

• (a)  in connection with the performance of the Services save that such indemnity shall not extend to acts or omissions amounting to fraud, wilful misconduct or gross negligence on the part of 2Mi or the Indemnified Party; and

• (b)  howsoever arising as a result, whether directly or indirectly, of 2Mi accepting in good faith instructions or requests given by letter, telephone, facsimile, email or any other means of communication whether or not authenticated or confirmed in writing.

6.4.  With regard to telephone, facsimile, email or other instructions or requests not in writing 2Mi shall be entitled to rely on such instructions or requests and the indemnity provided to 2Mi under this clause 6 shall cover any error or discrepancy arising therefrom including any conflict between 2Mi’s interpretation of such instructions or requests and any subsequent confirmation in writing.

6.5.  The Contracting Party shall bear any loss or damage which results from the reliance by 2Mi upon any false, contradictory, forged or otherwise deficient advice, recommendation or request for action apparently from the Contracting Party or apparently from any person nominated by the Contracting Party. Loss or damage shall include, but not be limited to, any fees incurred in taking advice from or otherwise instructing any professional adviser in connection with such false, contradictory, forged or otherwise deficient advice, recommendation or request for action in connection with 2Mi’s obligations (whether legal or otherwise) or protecting its reputation.

6.6.  2Mi shall not be responsible for any damages, fees, charges, claims, expenses, or any other losses suffered by the Contracting Party, nor for any failure to fulfil its duties hereunder if such damages, fees, charges, claims, expenses, or any other losses is caused by or directly or indirectly due to war damage, enemy action, the act of any government or other competent authority, riot, civil commotion, rebellion, storm, tempest, accident, fire, lock-out, strike or other cause whether similar or not beyond the control of 2Mi provided that 2Mi shall use all reasonable efforts to minimise the effects of the same.

6.7.  To the extent permitted by Law, the maximum liability of 2Mi for any damages, fees, charges, claims, expenses, or any other losses for breach of contract, breach of trust, negligence or otherwise (other than fraud) arising out of or in connection with the provision of the Services is limited to a sum not greater than three (3) times 2Mi’s current annual fee applicable in relation to the Services provided.

6.8.  The provisions of this clause 6 are without prejudice to any other limitation on liability or indemnity and shall remain in full force and effect notwithstanding the termination of the Services and shall continue in full force and effect for the benefit of 2Mi and any Indemnified Party notwithstanding that the Indemnified Party is no longer an Officer, employee of or person appointed by 2Mi.

7.  Costs, Fees and Disbursements

7.1  The Contracting Party shall be liable to pay all fees to 2Mi for the Services in accordance with:

• such scale and/or terms as have been agreed between the Parties in the Suitability Report or any superseding written agreement; or

• in the absence of such agreement, 2Mi’s standard scale of fees as amended and notified to the Contracting Party from time to time (for the avoidance of doubt, 2Mi may amend such provisions without seeking consent).

7.2  Fees under a scale may be incurred on an agreed fixed fee basis for certain specified projects and/or fixed annual responsibility fees.

7.3  Charge out rates on a time spent basis vary depending upon the level of experience and professional qualification of the staff and may also vary depending on the nature of the work. Details of 2Mi’s rates on a time spent basis are available on request. 2Mi reserves the right to vary these from time to time.

7.4  Where no fixed fee has been agreed or fees for a particular matter are not covered by the Suitability Report or any subsequent superseding agreement as to fees (for example, if 2Mi is asked to undertake additional, unusual or onerous further tasks), fees will be incurred on a time spent basis. 2Mi reserves the right to require from the Contracting Party its agreement in advance to a higher fee rate where the matter is of particular importance and urgency requiring 2Mi staff to work out of office hours.

7.5  Liability for 2Mi’s fees commences from the moment that 2Mi is instructed. Fees for work carried out by 2Mi but not invoiced prior to any termination of the Agreement will continue to be payable as set out in this clause. If a fixed fee has been agreed, 2Mi in its sole discretion reserves the right to charge the full amount of the fee that would otherwise have been payable or instead fees for time spent prior to the termination. Where fixed annual responsibility fees have been paid in advance and the Services or arrangements are terminated during the year, any refund of such fees shall be at 2Mi’s discretion, as shall the basis of calculating any refund which 2Mi agrees to make.

7.6  Where an estimate of fees is requested and given, it shall be deemed to be only an indication of the amount anticipated as being the likely charge and shall not be deemed to be an agreed fee for the work or transaction, unless specifically confirmed as such in writing by a Key Contact of 2Mi.

7.7  The Contracting Party waives any and all rights it may have under the droit de division and the droit de discussion (being customary Guernsey Law rights) in respect of payments due under these Terms and Conditions and shall procure that any assigns or administrators of the Contracting Party waive such rights.

7.8  In the event that any monies due to be paid to 2Mi by the Contracting Party remain unpaid for a period of ninety (90) days of the issuing of the invoice, the Contracting Party shall be obliged to pay, on a full indemnity basis:

• (a)  all legal costs incurred by 2Mi resulting from the institution of legal proceedings against the Contracting Party by 2Mi for the recovery of any monies due; and

• (b)  interest may be charged at 2Mi’s discretion on any sum invoiced and outstanding, such interest rate to be three per centum (3%) per annum, over the base-lending rate of the Bank of England, calculated from the date of the invoice and compounded monthly.

7.9  Should any fee due by the Contracting Party be unpaid for a period of ninety (90) days, such debt (together with interest as provided in clause 7.8) shall be deemed to be a debt due jointly and severally by the Contracting Party and 2Mi shall be entitled to procure that the Contracting Party pays such debt to 2Mi.

7.10  2Mi shall be entitled to be paid by the Contracting Party in connection with transactions other than the provision of the Services. 2Mi is entitled to retain any brokerage or commission received in respect of any transaction.

7.11  If any amounts (fees, duties, charges or otherwise) payable under these Terms and Conditions are not paid within two (2) months of becoming due then 2Mi shall not be under any further obligation, save as required by Law, to provide the Services.

7.12  In the absence of manifest error, the amounts set out in 2Mi’s invoice as being due to 2Mi under these Terms and Conditions shall be conclusive.

7.13  In the event of any conflict between the Terms and Conditions and the terms of the Suitability Report or any other written agreement with the Contracting Party, the Suitability Report or written agreement will prevail. For greater certainty, where any written agreement between 2Mi and the Contracting Party is silent on any matter found in the Terms and Conditions, the Terms and Conditions shall be deemed to apply in relation to such matter and not be deemed to conflict with the written agreement.

8.  Client Monies 

2Mi does not hold or keep on trust Contracting Party money. Funds to be invested on behalf of the Contracting Party shall be made payable to the institution that the Contracting Party has decided to invest its money with or to whom they will be paying premiums.

9.  Legal, taxation and regulatory matters

9.1  The Contracting Party warrants to 2Mi that it has carefully read and considered the Suitability Report (including the Schedules to it), and these Terms and Conditions including in particular the terms of the indemnities contained in these Terms and Conditions. The Contracting Party shall continue to acquaint itself with any legal, tax or regulatory obligations it may continue to have during the time that the Services are provided under these Terms and Conditions and notify 2Mi of any changes to such obligations which it wishes 2Mi to take account of in its provision of the Services.

9.2  2Mi does not offer legal, tax or regulatory advice and the Contracting Party may not consider or rely on any communications from 2Mi as being legal, tax or regulatory advice.

9.3  For greater certainty, any statement or indication from 2Mi that a course of action or refraining from a course of action may or may not have tax, legal or regulatory implications shall be deemed solely to be a recommendation that the Contracting Party seek advice from an independent professional advisor about such course of action and may not be deemed as, nor relied upon as, tax, legal or regulatory advice.

9.4  2Mi accepts no liability whatsoever for the tax consequences of actions it takes in respect of the provision of the Services.

10.  Termination

10.1  The Agreement shall continue in force until terminated:

• (a)    by either party giving to the other not less than thirty (30) days’ notice in writing (unless a shorter period is agreed); or

• (b)    by 2Mi immediately upon an Event of Default.

10.2  Where the Agreement is terminated by 2Mi upon an Event of Default, 2Mi shall as soon as reasonably practicable following 2Mi becoming aware of the Event of Default, confirm in writing to the Contracting Party the termination of the Agreement and the effective date of such termination.

10.3.  Upon termination of this Agreement for any reason the Contracting Party shall immediately pay to 2Mi all of the Contracting Party's outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted (including any termination fee payable in accordance with clause 7.5), 2Mi may submit an invoice, which shall be payable immediately on receipt. Where 2Mi in its sole discretion in accordance with clause 7.5 decides to refund to the Contracting Party an amount in relation to a fixed annual responsibility fee already paid, 2Mi shall remit such refund to the Contracting Party as soon as reasonably practicable following its decision to make that refund.

10.4  These Terms and Conditions shall remain in force, subject to the foregoing provisions or unless modified in writing by the Parties hereto.

11.  Conflicts

11.1  2Mi provides a wide range of services to a large number of clients and whilst 2Mi has procedures in place to try to manage, if possible, or otherwise address any conflict of interest, it is possible that a conflict of interest may arise between:

• (a)  the Contracting Party and 2Mi; or

• (b)  the Contracting Party and another of 2Mi’s clients.

11.2  If 2Mi becomes aware, or is notified of, a possible conflict of interest, the Contracting Party shall be notified as appropriate and procedures will be put in place to ensure confidentiality and manage or address any conflict, which may if 2Mi considers it necessary in the circumstances, involve 2Mi ceasing to provide the Services.

12.  Complaints

12.1. Where it is not possible to resolve a dispute between the Contracting Party and 2Mi through liaison with the Key Contact, a Contracting Party may use 2Mi’s internal dispute resolution procedure in place from time to time. The version of this applicable at the date of the Suitability Report is attached at the appendix to these Terms and Conditions for information purposes, but this procedure may be amended from time to time by 2Mi without notice.

13.  Communication

13.1  Subject to the requirements of clause 20, 2Mi will communicate with the Contracting Party by way of letter, fax, email, telephone or any combination of the above at the addresses or numbers given to 2Mi by the Contracting Party in communication generally. The Contracting Party shall inform 2Mi if it has specific confidentiality requirements, such as a requirement for encrypted emails. The cost of setting up any encryption facility on 2Mi’s system may be added as a disbursement at 2Mi’s discretion.

13.2  Should the Contracting Party not wish 2Mi to communicate with it via any particular method, it must instruct 2Mi accordingly.

13.3  2Mi may send to the Contracting Party any general correspondence and any notice under the Suitability Report or these Terms and Conditions by email unless otherwise instructed by the Contracting Party. It is the Contracting Party’s responsibility to ensure that the Contracting Party notifies 2Mi of any changes to any email address of the Contracting Party for correspondence and notices.

13.4  2Mi reserves the right to record telephone calls.

14.  Storage of Client Documents

14.1  After the completion of any matter, 2Mi is entitled to retain all papers and documents which have come into existence in the course of 2Mi acting for the Contracting Party until all fees and disbursements have been settled in full.

14.2 Thereafter, 2Mi will keep all documents, correspondence, memoranda and notes which have been created in the course of the provision of the Services and ancillary services for such period as 2Mi considers being appropriate. 2Mi reserves the right, but has no obligation, to make electronic copies of and/or destroy any such documents, correspondence, memoranda and notes.

15.  Copyright and website

15.1  All correspondence, files and records (other than statutory corporate records) and all information and data held by 2Mi on any computer system is the sole property of 2Mi for its own use and the Contracting Party acknowledges that the Contracting Party has no right of access or control over such information.

15.2  2Mi’s website www.2mi.gg and all material contained in it provides general information only. None of its content constitutes legal or professional advice and it should not be relied upon as such. 2Mi does not accept responsibility for any loss which may arise from reliance on information contained in this website. 2Mi does not guarantee that documents or files within 2Mi’s website are virus-free. As such, 2Mi accepts no liability or responsibility for any loss or damage, however caused, by any virus. 2Mi strongly recommends that the Contracting Party use virus-checking software when using 2Mi’s website. In addition, the Contracting Party is responsible for virus-checking any document or file attachment that the Contracting Party sends to 2Mi via the website. 2Mi is not responsible for the content or privacy policies of any external internet websites linked to 2Mi’s website. 2Mi does not endorse any information contained in any external internet sites and the links on 2Mi’s website do not imply any association by 2Mi with the policies of the organisations responsible for such websites.

16.  Data handling

16.1  The Parties acknowledge that for the purpose of the Data Protection Law, in respect of personal data provided by the Contracting Party to 2Mi relating to the Contracting Party’s clients, employees, agents or other individuals represented by the Contracting Party or for whom the Contracting Party acts as agent or aggregator:

16.1.1  The Parties acknowledge that it is the duty under the Law of 2Mi to hold and process the Data provided by the Contracting Party, including but not limited to:

• a)  names, addresses, contactor details, copies of identity documents, and information on beneficial ownership, sources of funds and financial activities and any connection with criminality or political influence, including information found in public search engines and subscription based databases to keep on the file for the client due diligence requirements of 2Mi under the Laws for the deterrence of money laundering, terrorist financing and proliferation financing; 

• b)  in relation to the Services, the names, addresses and ownership information of the Contracting Party, beneficial owners, directors and officers and associated records and provision of such information to the persons entitled to it as required by Law;

• c)  the maintenance of records of names, contact details and financial activities of trustees, protectors, enforcers, beneficiaries, shareholders, directors, officers and beneficial owners as in providing the Services;

• d)  names, addresses and such other information of the Contracting Party or of the data subjects whose data is provided to 2Mi by the Contracting Party as necessary.

16.1.2  In addition to the processing of Data as required by the Data Protection Law, 2Mi may process Data in order to provide the Services and fulfil this Agreement.

16.1.3  The Contracting Party consents to 2Mi processing the Data in accordance with the Data Protection Law to fulfil the Services set out in this agreement. It is acknowledged by the Parties that each Party shall act as independent controller and neither Party acts as a joint controller with, or processor for, the other Party.

16.1.4  The Contracting Party may withdraw its consent under clause 16.1.3 to the processing of Data on notice in writing to 2Mi. Where such processing is required to provide the Services, 2Mi may give notice that some or all Services shall not be performed or may give immediate notice of termination of the Agreement.

16.1.5  The permission given in clause 16.1.2 shall remain in effect notwithstanding the death of the Contracting Party, unless and until revoked in writing by the Contracting Party’s personal representative (executor or administrator).

16.1.6  Where 2Mi processes the data of a data subject other than the Contracting Party and the Data Protection Law requires the consent of that data subject to such processing then the Contracting Party shall obtain the consent of that data subject to such processing.

16.2  Where the Contracting Party is an individual or individuals providing their own personal data to 2Mi, 2Mi is a Controller of the personal data and the Privacy & Cookie Policy set out on the website www.2mi.gg applies to such personal data.

16.3  2Mi is the sole owner of all information, excluding Data of the Contracting Party, obtained through 2Mi’s website and through acting for the Contracting Party. If the Contracting Party is an individual, he/she or his/her authorised representative and/or advisers may request and receive copies of any Data on the Contracting Party that 2Mi may hold, to the extent required by the Data Protection Law. Should the Contracting Party wish at any time to receive a copy of their Data, to the extent permitted by the Data Protection Law, please contact the Data Protection Officer at:

The Data Protection Officer, 2Mi Financial Services Limited, East Suite, First Floor, St Peter Port, Guernsey GY1 1WD

Alternatively email 2Mi at [email protected]

2Mi may charge a small fee for provision of extra copies, subject to the Data Protection Law. Any such request should be in writing and should clearly identify the Contracting Party.

16.4  2Mi endeavours to ensure that all data held is accurate, complete and up-to-date. The Contracting Party may request in writing or by email to the Data Protection Officer that any inaccuracies in the Data 2Mi holds about the Contracting Party be corrected and/or that any Data that 2Mi holds about the Contracting Party, which 2Mi does not have a legitimate reason to retain, be erased and/or that the processing of specified elements of the Data be restricted. 2Mi will require identity verification before it processes these requests. 2Mi shall hold no more Data than is necessary for the purpose for which it is held. It is 2Mi’s policy to review from time-to-time this Data and delete that which is no longer necessary.

16.5  2Mi shall not be responsible for any delay resulting from any unsatisfactory response by the Contracting Party to any requests for information or documentation with regard to the Services including requests for clarification of instructions issued by the Contracting Party.

16.6  Subject as herein provided 2Mi shall hold all and any information concerning the Contracting Party confidential and subject to applicable Law.

17.  Disclosure

17.1  2Mi shall not divulge or use for 2Mi’s own benefit any confidential information which 2Mi may obtain in relation to the Contracting Party’s affairs, except where required in the proper discharge of 2Mi’s duties under these Terms and Conditions or to any person to whom 2Mi has properly delegated any of 2Mi’s functions to enable 2Mi to perform 2Mi’s duties diligently and properly.

17.2  Notwithstanding the provisions set out in clause 17.1 above, 2Mi may disclose information which would otherwise be confidential if and to the extent that it is:

• (a)  required by Law;

• (b)  required or reasonably requested by any regulatory or governmental body to which 2Mi, the Contracting Party is subject or submits, wherever situated whether or not the requirement to provide the information has the force of Law;

• (c)  disclosed to the Contracting Party’s professional advisers, auditors and bankers;

• (d)  required by providers, insurers, trustees or underwriters as part of 2Mi providing Services to the Contracting Party;

• (e)  information which has come into the public domain through no fault of 2Mi, where such information as was in 2Mi’s possession prior to the date it was obtained in connection with the Services rendered under these Terms and Conditions, or where such information was obtained or independently developed by 2Mi on a non-confidential basis.

17.3  For the avoidance of doubt the Parties hereby agree that 2Mi may fulfil all obligations and comply with all reporting requirements in respect of the Services in relation to its compliance with the United States Foreign Account Tax Compliance Act (FATCA), the intergovernmental agreement with the United Kingdom to exchange tax account information with its Crown Dependencies and Overseas Territories (so called ‘UK FATCA’ or ‘CDOT’), the Common Reporting Standard for the automatic exchange of financial account information in tax matters and any other intergovernmental agreements or automatic exchange of information initiatives.

18.  Client Due Diligence and combatting Money Laundering, Terrorist Financing and Proliferation Financing ("ML, TF and PF")

18.1  As part of 2Mi’s take on procedures and to comply with the relevant legislation, 2Mi will be required by combatting ML, TF and PF regulations to obtain information and documentation to identify and verify the Contracting Party’s identity and certain persons connected to the Contracting Party unless an exemption is available. 2Mi will inform the Contracting Party of what evidence, documentation and/or information 2Mi requires from time to time.

18.2  The Contracting Party agrees that if such evidence, information and/or documentation is not made available to 2Mi when required, by and in a form acceptable to 2Mi, 2Mi may without any liability terminate the engagement with the Contracting Party with immediate effect. The time at which such information and documentation is required and the form in which it shall be delivered to 2Mi shall be determined by 2Mi in its absolute discretion.

18.3  The Contracting Party acknowledges that 2Mi operates under a regime of Law designed to prevent ML, TF and PF and pursuant to the Regulatory Law and agrees that:

(a)  at no time shall 2Mi be required to breach applicable Law. 2Mi shall not be liable for any damages, fees, charges, claims, expenses, or any other losses to the Contracting Party as a result of, in relation to or arising from:

• any Services being affected by or not rendered due to such Service not being authorised or permissible under applicable Law; or 

• 2Mi making disclosures, following directions or otherwise acting openly, honestly and co-operatively with law enforcement or regulatory bodies; and 

(b)  any damages, fees, charges, claims, expenses, or any other losses incurred by 2Mi in respect of any work that 2Mi undertakes in order to comply with its obligations with regard to combatting ML, TF and PF and other requirements of applicable Law shall be reimbursed by the Contracting Party.

19.  Miscellaneous Provisions

19.1  No failure or omission on the part of 2Mi to exercise, and no delay on its part in exercising, any right or remedy under these Terms and Conditions or provided by Law will operate as a waiver thereof, nor will any single or partial exercise of any right or remedy preclude any other or further exercise thereof or the exercise of any other right or remedy.

19.2  Where the Contracting Party comprises of more than one person the obligations and liabilities of the Contracting Party in connection with these Terms and Conditions shall be joint and several and all obligations, covenants, agreements, undertakings, representations and warranties made pursuant to these Terms and Conditions are entered into, agreed, given or made jointly and severally by those persons comprising the Contracting Party.

19.3  The rights and remedies provided in these Terms and Conditions are cumulative and not exclusive of any rights or remedies provided by Law or otherwise.

19.4  Any provision of these Terms and Conditions which is held invalid or unenforceable in any jurisdiction shall be ineffective to the extent of such invalidity or unenforceability without invalidating or rendering unenforceable the remaining provisions hereof, and any such invalidity or unenforceability shall not invalidate or render unenforceable such provisions in any other jurisdiction.

19.5  The Contracting Party shall not use, nor cause nor permit to be used, directly or indirectly, the 2Mi name in any text or document or promotional literature without the prior written consent of 2Mi.

19.6  The Contracting Party may not assign or transfer its rights or obligations under these Terms and Conditions without the written consent of 2Mi who may in its absolute discretion withhold such consent. 2Mi may assign or transfer any or all of its rights and obligations under these Terms and Conditions and need not obtain the consent of the Contracting Party to such assignment.

19.7  The Contracting Party further acknowledges that in providing the Services 2Mi will have obligations to third parties.

19.8  2Mi may in its sole discretion vary the Terms and Conditions from time to time. Where 2Mi varies the Terms and Conditions during the course of providing the Services it shall use reasonable endeavours to draw the Contracting Party’s attention to such variation.

20.  Notice

20.1  Any communication, notice or other document (including any invoice) to be given under these Terms and Conditions shall be in writing (which may include communications by email) in English and shall be deemed duly given if signed by the Party giving notice and if left or sent by airmail post or by facsimile transmission, email or other means of telecommunication in permanent written form to the address of the party sending the notice, last notified to the Party sending such notice.

20.2  Any such notice or other communication shall be deemed to be given to and received by the addressee:

• a)  at the time the same is left at the address of or handed to a representative of the party to be served;

• b)  where such notice is sent by post (first class if available) and the Contracting Party is in the United Kingdom, the Channel Islands or the Isle of Man: two (2) days following the date of posting;

• c)  where such notice is sent by post (airmail) and the Contracting Party is elsewhere: three (3) days following the date of posting; and

• d)  in the case of an email, facsimile transmission or other means of telecommunication on the time given in the message receipt or, if such message receipt is given to 2Mi outside 2Mi’s normal hours of business then at the beginning of the next business day when 2Mi is open for business.

20.3  In proving the giving of a notice it shall be sufficient to prove that the notice was left, or that the envelope containing the notice was properly addressed and posted, or that the applicable means of telecommunication was addressed and despatched and despatch of the transmission was confirmed and/or acknowledged as the case may be.

21.  Governing Law

These Terms and Conditions and the Suitability Report, and any dispute or claim arising out of or in connection with them shall be governed by and construed and interpreted in accordance with the Laws of the Island of Guernsey and 2Mi and the Contracting Party hereby submits to the non-exclusive jurisdiction of the Courts of the Island of Guernsey. Nothing in this clause shall limit the right of 2Mi to take proceedings against the Contracting Party in any other court of competent jurisdiction, nor shall the taking of proceedings in any one or more jurisdictions preclude the taking of proceedings in any other jurisdictions, whether concurrently or not, to the extent permitted by the law of such other jurisdiction.

22.  Regulation

2Mi is regulated by the Guernsey Financial Services Commission (“GFSC”) for the conduct of Insurance and Investment business under The Insurance Managers and Insurance Intermediaries (Bailiwick of Guernsey) Law, 2002, as amended (the “IMIIL”) to advise on long term insurance, including pensions, and also The Protection of Investors (Bailiwick of Guernsey) Law 1987, as amended (the “POI Law”) to promote and advise on collective investments (Category 1 investments, as defined by the GFSC in the POI Law).

2mi is an independent company, acting on behalf of the Contracting Party, and is not tied to any one service provider.

All our Financial Advisers and Authorised Insurance Representatives are appropriately qualified and registered with the GFSC. Prior to providing advisory services to you, your Financial Adviser and/or Authorised Insurance Representative will disclose to you in writing the classes of insurance and/or investment products upon which your Financial Adviser and/or Authorised Insurance Representative is authorised to provide advice, along with the range, scope and any limitations in the product providers and/or products upon which your Financial Adviser and/or Authorised Insurance Representative is able to provide advice.

Appendix

2Mi Internal Dispute Resolution Procedure

2Mi hopes that any concerns or issues over the Services provided can be resolved amicably through discussion with the 2Mi Key Contact (whose details were provided in the Suitability Report), administrator or other representative responsible for the provision of the Services. However, if a particular matter is not resolved to your satisfaction, 2Mi operates an internal dispute resolution procedure.

This procedure is designed to conform with The Channel Islands Financial Ombudsman’s model procedure but is open and available to all 2Mi clients, irrespective of whether or not they are eligible to raise a complaint with the Channel Islands Financial Ombudsman.

This procedure may be changed from time to time by 2Mi. Further copies of this procedure are available on request. We shall also send you copies when acknowledging any complaint made.

What do you do if you are unhappy with the services provided by 2Mi? 

If, in the ordinary course of dealing with the 2Mi representative responsible for the provision of Services to you, your concerns have not been resolved to your satisfaction, you may refer the matter for consideration to 2Mi complaints manager, who may be reached by writing to:

Sean Martin, Managing Director, 2Mi Financial Services Limited, PO Box 12, East Suite, First Floor, 1 Le Truchot, St Peter Port, Guernsey GY1 1WD

If for any reason, it is not possible to send your complaint to us by these means, we will take reasonable steps to seek to accommodate your requirements.

What happens next?

When a complaint is received, the complaints manager will act as an initial point of contact, and will pass any complaints received on to the person who will investigate your complaint. We refer to this person as the “Decision Maker”. The Decision Maker will generally be a director of 2Mi responsible for the provision of Services to you who is not involved directly in the matter being complained about. This is to ensure, so far as possible, that the Decision Maker is able, to the extent possible, to look at your complaint impartially.

If the complaints manager or the Decision Maker requires any more background or other information to help them consider the case, the complaints manager will let you know. The process will be as follows

• If within three (3) days of your complaint we have heard from you that the matter is resolved, we will write to you to confirm this.

• Otherwise, we will acknowledge your complaint as soon as possible and in any event within five (5) business days of receiving it, and we will keep you informed of the progress of our investigations.

• You will receive a final response as soon as possible, but this will generally be within eight (8) weeks (but in all cases within three (3) months) of first receiving the complaint.

The Decision Maker will consider whether to:

• Accept your complaint and offer any appropriate redress/remedy;

• Offer redress/remedy without accepting the complaint; or

• Reject the complaint and give clear reasons for doing so.

What if I’m still not happy?

The Channel Islands Financial Ombudsman may be available in some cases to consider cases that haven’t been resolved through the internal dispute resolution procedure.

Not everyone will be eligible to have their complaint considered by the Channel Islands Financial Ombudsman. This depends on whether you are eligible. Generally speaking, this service is available in relation to relevant financial services business for individuals, small businesses and charities. More information on eligibility may be found at www.ci-fo.org

If you are eligible and wish to refer your complaint to the Channel Islands Financial Ombudsman:

• You must contact the Channel Islands Financial Ombudsman about your complaint within six (6) months of the date of the Decision Maker’s letter confirming its decision (or if three (3) months have passed since your complaint and you still haven’t received a response, six (6) months after that date) or the Channel Islands Financial Ombudsman may not be able to review your complaint; and

• You must also contact the Channel Islands Financial Ombudsman within six (6) years of the event complained about or (if later) two (2) years of when you could reasonably have been expected to become aware that you had a reason to complain.

You can contact the Channel Islands Financial Ombudsman at:

Channel Islands Financial Ombudsman (CIFO), PO Box 114, Jersey, JE4 9QG

Email: [email protected] | Website: www.ci-fo.org | Guernsey local phone: 01481 722218 International phone: +44 1534 748610

Our commitment to you