Bedell Trust changes to Terms of Business19 Jul 2013
We are pleased to advise you that as a part of the development of our business we have extended some of our service lines. Inevitably, new legislation and regulatory compliance obligations have arisen over time. We have therefore, taken the opportunity to revise our terms of business ("Terms"). We would like to ensure that the changes are as transparent and as easy for you to understand as possible, so we explain below the key changes we have made to the Terms. A copy of the revised Terms is published on our website at www.bedellgroup.com. If you wish to see a comparison between the new Terms and the previous version dated March 2010, please do not hesitate to contact us. The revised Terms will come into effect from 1 August 2013 or such later date as Bedell Trust in its sole discretion decides.
Although the key changes to the Terms are explained below, it is still important that you read the Terms in their entirety as your rights and obligations as the Client are governed by the Terms and any other service agreement in place between Bedell Trust and the Entity and/or the Client, and not this document.
Where defined terms are in this document (indicated by the use of initial capitals) they shall have the meanings set out in the Terms.
Explanation of changes
We have revised the Terms so that they can be applied across all the jurisdictions where we have offices.
We have revised the Terms, in particular the definitions, to make it clear that a Bedell Trust Company (as defined in the Terms), as opposed to other companies in the Bedell Group, is always the contracting party to the Agreement with you.
In Clause 4.1.2, we have clarified that the role of Bedell Trust Entities and Service Providers is to provide the Services and they do not provide any legal or tax advice in the provision of such Services. We may however use any of our associated law firm partnerships, where appropriate, for the provision of legal advice and the fees of such advisors will be charged as disbursements on our invoices or directly to the Entity.
We have revised Clause 4.2 to permit a Bedell Trust Company or Bedell Trust Entity to disclose confidential information in order to comply with its legal obligations, including but not limited to disclosures required under US FATCA regulations or any similar regulation introduced by other governments.
We have specifically included clauses providing for a Bedell Trust Company's ability to delegate its responsibilities to Bedell Trust Entities and/or Service Providers to perform the Services. Such delegation provisions were previously only found in the relevant services agreements (where applicable) (Clause 5).
Remuneration, fee schedule and expenses
We have made provision for both fixed fees (which are as agreed with you) and/or variable fees (which may include a fixed fee element). We have also included a provision which would allow a Bedell Trust Company to adjust the fixed fees and the fixed element of any variable fees by reference to the consumer price index (Clause 6).
Any references to tax are now contained in the schedules to the Terms on a jurisdictional basis. We may revise the tax schedules from time to time without such change being regarded as a change to the Terms.
We have included specific provisions concerning the Treasury Services facility that will be provided by Bedell Trust. These terms will only be relevant for those Clients who agree to use the Treasury Services. The full terms of the Treasury Services will be published on Bedell Trust's website at www.bedellgroup.com as soon as this service is available.
Incidental fees, benefits and commissions
We have revised these provisions to allow a Bedell Trust Company or Bedell Trust Entity to retain commissions, fees, benefits and profits derived by virtue of the Treasury Services and other arrangements which are of demonstrable benefit to the Client/or the Entity.
Indemnities and exculpations
We have inserted an express provision (Clause 10.5) to provide that any liability of a Bedell Trust Company, Bedell Trust Entity or Service Provider will be adjusted for:
(a) any contributory act, omission or negligence made by the Client or any other person;
(b) any amount that you or any other person would have been able to recover from any third party in the absence of any exclusion or limitation of liability agreed between the Client and the third party.
This is the position as a matter of law in any event.
We have clarified in Clause 10.3 that the indemnity provided to all Bedell Trust Entities and Service Providers will continue after the termination of the Services.
We have made minor revisions to the limitation of liability provision contained in Clause 10.6. This is an important clause and we would encourage you to read it in full. We have not revised the substantive amounts.
We have added to the termination provision to provide that a Bedell Trust Company will be able to terminate the provision of Services if it considers that the Entity and/or the Client cannot or is unwilling to meet its payment obligations pursuant to the Terms, Fee Schedule or Agreement (Clause 188.8.131.52).
We have revised the provision applicable to data protection so that it can apply on a multi-jurisdictional basis (Clause 13).
Anti-bribery and corruption
We have included a new provision dealing with anti-bribery and corruption as the Bribery Act 2010 (of England and Wales) has extra-territorial effect. The new provision states that a Bedell Trust Company will maintain policies and procedures to ensure compliance by an Entity with the anti-bribery and corruption legislation. All Entities are required to comply with anti-bribery and corruption policies and procedures and non-compliance with such policies and procedures will constitute a material breach of the Agreement.