Telephone: (+350) 200 42686
Innovative and impartial international tax planning, company, trust and pensions services in Gibraltar for private clients, their businesses and their families.
Terms and Conditions
All services provided by STM are subject to the following terms and conditions except where explicitly varied in writing and agreed by STM.
DEFINITIONS
“Client”/“You”/”Your” means the Person who has requested STM to provide Services or has agreed to pay for Services or has previously remitted payment for Services.
“Client Entity” means any company, trust, foundation, partnership or other legal entity to which STM Fidecs provides Services.
“Person” shall include any individual, company or other entity incorporated or unincorporated, so far as the context admits.
“STM”/“Us”/“We” means STM Fidecs Limited and all subsidiary companies thereof (the “STM Fidecs Group”) and their employees, servants and agents together with any company under its or their direct or indirect control and any director or employee thereof.
“Services”/”Service” means any service provided to the Client or Client Entity for or on behalf of the Client or at the request of the Client. Words in the singular shall include the plural and vice versa and the masculine shall include the feminine and the neuter.
OUR SERVICES
Our companies provide a range of professional services, including Professional Trusteeship & Administration, Company Administration & Management, International Tax, Financial and Pension Structuring Advice.
The Client’s specific Service requirements will be discussed when contact is first made with STM. Agreement of those services will then normally be agreed between the parties in writing. STM reserves the right not to supply Services to any Client at its entire discretion.
If the Services do not meet the Client’s requirements, or if at any time the Client is not in agreement with the services STM is providing, it is the Client’s responsibility to advise STM so that additional or alternative procedures can be discussed. Similarly, the Client must notify STM in writing if the Services are no longer required, failing timely notification of which will result in the Client accepting liability to pay for any invoices raised.
Prior to providing Services to a Client and from time to time, STM is required by law to have certain due diligence documentation in place. The Client shall be obliged to disclose or procure the disclosure to STM of any and all information that STM may consider necessary or desirable both at initial acceptance and then from time to time such that We may meet those legal obligations. Where STM, at its sole discretion, is not satisfied with the information and documentation provided then it may decline to supply, or discontinue the supply of Services and reserves the right to terminate any Service agreement or arrangement between STM and the Client or connected Client Entity.
Any opinions, recommendations or similar comments made by STM that are not subject to a specific engagement contract do not constitute advice and should not be relied upon in making or refraining from making, any decision or action.
INSTRUCTIONS
STM will accept written, signed instructions from the Client, the Client’s authorised agent, the authorised controller or beneficiary of a Client Entity or such person as STM reasonably believe to be any of the aforementioned persons.
STM may at its discretion accept oral, telephone, fax or email instructions where such methodology has been agreed in writing in advance.
All oral or telephone instructions shall be confirmed by the originator in writing as soon as practicable thereafter and in any event within forty eight hours. In the case of a contradiction between the oral/telephone communication and the subsequent written communication, STM shall be entitled to rely upon the oral/ telephone communication first received and shall be held harmless from any loss or damage arising therefrom. A memorandum prepared within a reasonable time after receipt of the oral or telephone communication by STM summarising their understanding of the matters discussed therein shall be conclusive proof of the contents of such communication.
CONFIDENTIALITY
In order to carry out the Services We may require details of Client’s corporate and/or personal financial and business affairs, insofar as they relate to the Services. Any information provided by Client to Us shall be kept within our confidential data storage facilities, will be used for the provision of the Services and will not be disclosed by Us to third parties without the Client’s prior written agreement, except to the extent such disclosure is required by any court of competent jurisdiction or by a regulatory or governmental authority or where there is a legal right, duty, requirement or professional obligation to disclose or to STM’s insurers or legal advisers in relation to any actual, potential or threatened dispute in connection with STM, the Client, the Client Entity or the Services.
By accepting these Terms & Conditions, You give Your consent for STM to use and process any data provided and to pass it on to other associated STM Group Plc companies where reasonably necessary in or for the provision of the Services.
The processing of any personal data is governed by the Data Protection Act 2004 under which STM is registered as a data controller. Time spent by STM with respect to any requests made in connection therewith will normally be charged at the appropriate hourly rate.
Additionally, any information and/or advice provided to the Client by STM pursuant to these Terms & Conditions shall not be disclosed by the Client to any third parties without our prior written agreement.
All physical or electronic correspondence and other information in our possession or control which has been generated for our internal purposes or is addressed to us shall be our sole property.
USE OF CLIENT ACCOUNT FACILITIES
STM may, at its sole discretion, offer the services of a “Client Account” banking facility. Such a facility will be held in a fiduciary account held with a reputable bank and the funds placed therein will remain the property of the Client but subject to the normal banking controls of STM. Where funds are held in an STM Client Account for any person or entity other than a natural person, interest will be paid quarterly in arrears on average daily cleared balances in excess of £10,000 at a rate of interest not less than would be paid in a business account for a like amount by the approved bank at which the account is held. Such a fiduciary account will be a pooled account and depending on the aggregate balances held, STM will receive a higher aggregate rate of interest on the pooled account than is allocated to individual client balances.
OUR FEES
Our fees are levied on both fixed and variable bases dependant upon the service being provided and the STM company and personnel providing them. Each STM company has standard bases on which they calculate fees and although these will typically be presented and agreed upon application for business, it is the Client’s responsibility to make sure that they are aware of those bases and to agree any variation thereto in writing. We will not begin to promote services unless a payment in respect of the acceptance/take-on costs has been received, and is being held to the order of the client.
Fixed fees are due and payable at the beginning of the period for which they are levied, and typically include trustee responsibility fees, company director fees registered office, secretarial fees, and nominee shareholder fees. Such fees are non-refundable. Where a fixed fee is based on an asset value, any asset valuation will be at the client’s expense.
Variable fees are most typically time costs for management, administration, accountancy and/or advisory service areas. Such fees are normally calculated on the basis of time spent by the staff member(s) providing the Services. The hourly charge rates used, subject to review in January each year, will depend on the specialist skills and seniority of the staff member(s).
Ad valorem fees may be agreed with as an alternative fee structure. In these circumstances variable fees may be levied on a time spent basis if the activity for a year is particularly time consuming.
Urgent transactions which require the rescheduling of other client work or which require Us to work outside normal office hours may result in an uplift of our quoted hourly rates.
Termination/Transfer fees apply where a client entity is brought to an end or transferred to another service provider. Such fees must be settled prior to the transfer or closure of the account.
Disbursements: In addition to our own fixed and variable fees We shall bill to the Client all directly attributable costs incurred in providing the Services, such as telephone, courier, travel, annual taxes, notary fees, legal fees and Companies Registry fees. Where such disbursements can be accurately anticipated they will be billed in advance, otherwise they will be billed as incurred in arrears.
SETTLEMENT OF FEES AND COSTS
Fixed fees for Services are normally billed yearly in advance.
Variable fees for Services are normally billed in arrears, depending on the level of activity.
Any fees and/or disbursements payable to STM in respect of Services provided to a Client Entity shall be payable on demand and may be settled at STM’s discretion from the bank accounts or other assets of the Client Entity or, where insufficient, from the assets of any other Client Entity legally connected thereto.
It is our general practice to request that Client Entities provide us with an advance on fees and retain a minimum balance of cash or cash equivalent against which we will subsequently offset fee notes raised.
STM fee notes are due on presentation and when paid within 30 calendar days of the date of the fee note a prompt payment discount will be allowed of 5% on standard fees. Where any fee note remains unpaid after 30 days, STM reserve the right to charge collection fees and disbursements and STM also reserves the right to decline to act further in any matters then being handled for You even if an assignment has not been completed, to bill You for all services completed to date and to not undertake any further work for You until all outstanding fees and disbursements have been paid. STM shall have no liability where such action results in a Client Entity being struck off or otherwise prejudiced.
Any external payments may be made by electronic transfer, credit card, cheque drawn on a Gibraltar or UK bank or in cash (however We reserve the right to refuse payment in cash in certain circumstances determined by Us). Payment will only be considered to have been made upon confirmation of cleared funds to our account.
We accept major credit cards for payment of advances and/or fees and disbursements. If You decide to make payment via credit card You will be asked to complete and sign a Credit Card Payment Form which includes options for One-Off Payment or Automatic Recurring Billing (if applicable) and details the Terms and Conditions specifically applicable to credit card payments and charge-backs.
Clients should not send their bank, credit card or other account details to Us over the internet as We do not have a secure facility for this. Any such transmissions will be carried out entirely at the Client’s own risk and We cannot guarantee that a third party will not intercept them.
Tender of any payment to STM constitutes acceptance of these Terms & Conditions even where the Client may not have formally signed them.
COMMISSIONS
STM reserves the right to retain any commission, brokerage, fee, interest or other profit arising incidental to the provision of the Services.
COMPLAINTS
Any complaints should first be raised with the Client’s designated Client Relationship Manager (“CRM”). If the CRM cannot resolve it to the Client’s satisfaction or it is wished to take the matter up with another party, one of the Directors or the Chief Executive Officer of the STM Fidecs Group, should be contacted. We always welcome constructive comments from our clients as to how We can improve our service.
Alternatively the Department of Consumer Affairs of the Government of Gibraltar may be contacted at 10 Governors Lane, Ground Floor, Gibraltar - telephone + 350 20050788 or 20043585: fax +350 20047995. It should be noted that although a number of companies in the STM Fidecs Group are regulated by the Gibraltar Financial Services Commission (www.fsc.gi), that entity is not an ombudsman and its role is not to assist in resolving complaints.
INDEMNITY
The Client agrees to indemnify and hold STM and its employees and agents harmless from and against all liabilities, legal fees, damages, losses, costs and other expenses in relation to any claims or actions brought against STM arising out of any breach by the Client of these Terms and Conditions.
LIMITATIONS ON LIABILITY
STM will provide the Services with reasonable care and skill. However, STM will not be responsible for any losses, penalties, surcharges, interest or other liabilities arising from the supply by You or others of incorrect or incomplete information, or from the failure by You or others to supply any appropriate information or Your failure to act on our advice or respond promptly to communications from Us or a third party.
Any liability to pay damages in respect of loss or damage suffered by You as a direct result of STM providing Services to/for You where this arises as a consequence of a breach of any of our contractual obligations or negligence by Us shall not exceed a maximum of three times the amount of fees accruing to STM at the date of such breach for the services provided. The above mentioned limit on STM’s liability shall not apply in the event that such liability derives from wilful misconduct on STM’s part. Any legal proceedings arising from this Contract must be brought within two years from the date of the provision of Services giving rise to the claim.
E-mail may be used to enable Us to communicate with You. As with any other means of delivery this carries with it the risk of inadvertent misdirection or non delivery. It is the responsibility of the recipient to carry out a virus check on any attachments received. As internet communications are capable of data corruption We do not accept any responsibility for changes made to such communications after their despatch. For this reason it may be inappropriate to rely on advice contained in an e-mail without obtaining written confirmation of it. All risks connected with sending commercially-sensitive information relating to Your business by e-mail are borne by You and are not our responsibility.
If You do not accept this risk, You should notify Us in writing that e-mail is not an acceptable means of communication. STM shall not be liable to the Client where performance of any of its obligations is prevented, frustrated or impeded by circumstance or cause beyond its reasonable control.
SEVERANCE
If any of these Terms and Conditions should be determined to be invalid, illegal or unenforceable for any reason by any court of competent jurisdiction then such Term or Condition shall be severed and the remaining Terms and Conditions shall survive and remain in full force and effect and continue to be binding and enforceable
AMENDMENT
STM may from time to time amend these Terms and Conditions and notify such amendment either directly to the Client or by posting the amended Terms and Conditions on STM’s website (www.stmfidecs.gi), after which the amended Terms and Conditions shall apply to all Services, Clients and Client Entities.
APPLICABLE LAW
These Terms & Conditions are governed by, and construed in accordance with Gibraltar Law. The Courts of Gibraltar will have exclusive jurisdiction in relation to any claim, dispute or difference concerning these Terms & Conditions and any matter arising from them. Each party irrevocably waives any right it may have to object to any action being brought in those Courts, to claim that the action has been brought in an inappropriate forum, or to claim that those Courts do not have jurisdiction.
CONTACTING US
STM may be contacted during normal office hours, being 9.00 am to 5.30 pm, Central European Time, during normal working days in Gibraltar, in the following ways:
- By Post or Courier: PO Box 575, Montagu Pavilion, 8-10 Queensway, Gibraltar
- By Electronic Mail: info@stmfidecs.gi
- By Telephone: +350 200 42686
- By Facsimile: +350 200 42701
