TERMS & CONDITIONS

DISCRETIONARY

INVESTMENT MANAGEMENT
TERMS & CONDITIONS

www.odiniml.com

Centenary House, La Grande Route de St.Pierre,
St.Peter, Jersey JE3 7AY, Channel Islands.

These terms and conditions of business (the “Terms”) outline the conditions on which Odin Investment Management Limited (“we” / “us” / “our”) agrees to act for the client(s) named in the attached Discretionary Investment Management Agreement (“you” / “your”).

Please note that these Terms will apply in a way that is legally binding to any discretionary investment management business which we carry out for you, unless we agree otherwise in writing. It is therefore very much in your interests to read the entire document very carefully.

Monies introduced by you, or on your behalf by any other person or entity, will be applied to your account in your name with your preferred bank and custodian. This account will be in your name, and you will authorise us, by way of a third-party mandate, to provide investment management services. We do not hold your monies or investments or any other assets.

We, and our directors and officers and employees shall not be liable for, and you indemnify all of the aforesaid in respect of any costs, lost interest or any other loss or damage otherwise incurred through funds being returned to the remitter by your preferred bank and custodian for whatever reason.

1. THE SERVICES WE PROVIDE

We are licensed and regulated by the Jersey Financial Services Commission under Article 9 of the Financial Services (Jersey) Law 1998 to carry out Investment Business. Our products and services are not covered by any investor compensation scheme.

 

The services which we will provide in respect of this account will be based on the information you supply in the Discretionary Investment Management Agreement relating to your financial position, risk profile, time horizon and investment objectives together with any supplementary information.

 

Our discretionary portfolio management service is designed for clients requiring professional investment management and who wish to delegate the day-to-day management of their portfolio to us. Your account will be managed, having regard to your investment objectives, risk profile and other relevant information as notified to us in writing from time to time. We shall have full authority to manage the composition of your account and to enter into any kind of transaction or arrangement on your behalf in respect of investments, subject always to these Terms and the Discretionary Investment Management Agreement, at our discretion and without prior reference to you. You agree to your portfolio being managed in this way.

 

We do not provide investment ‘advisory services’ and, as such, whilst we have regard to your investment objectives, risk profile and other relevant information as notified to us in writing from time to time, the nature of the service means that we do not seek your approval before making or disposing of particular investments on your behalf. If you are in any doubt as to whether or not a ‘discretionary portfolio management service’ meets your particular requirements, please make us aware of this, so that we can discuss the position with you further.

2. THE INVESTMENTS WE WILL DEAL IN

We may provide you with discretionary investment management and consequent dealing services in the following investments:

a) shares in UK or foreign companies;

b) debentures, including debenture stock, loan stock, bonds, certificates of deposit and other instruments of the same kind creating or acknowledging indebtedness;

c) warrants or other instruments entitling the holder to subscribe for investments falling within (a) or (b);

d) certificates or other instruments which confer property rights in respect of any investment falling within (a), (b) or (c); any right to acquire, dispose of, underwrite or convert an investment, being a right to which the holder would be entitled if he held any such investment to which the certificate or instrument relates; or a contractual right, other than an option, to acquire any such investment otherwise than by subscription;

e) options or an option to acquire or dispose of options of an investment falling within (a), (b) or (c);

f) units in a collective investment scheme or in a similar type of scheme acquiring capital by means of an offer to the public; and

g) exchange traded funds.

In respect of investments falling within (a) to (g) above, we will not act as principal.

You should note that transactions in investments falling within (c) and (e) above are subject of a supplementary agreement which requires your signature before we can act on your behalf in respect of such investments unless warrants have been acquired other than by direct purchase.

3. LIMITS AND RESTRICTIONS

If you do not inform us in the Discretionary Investment Management Agreement of any investments or types of investments which you do not wish us to purchase for you, or any maximum amount which we may commit to any one class of investment, we may purchase any investment which falls within any of the categories set out in Clause 2 above. However, in accordance with the codes and regulations issued by the Jersey Financial Services Commission, we will only purchase investments which we have reasonable grounds for believing are suitable.

4. STABILISATION

We may, on your behalf, deal in investments that may have been the subject of stabilisation (a price supporting process that may take place in the context of new issues). The effect of stabilisation can be to make the market price of the new issue temporarily higher than it would otherwise be. The market price of investments of the same class already in issue, and of other investments whose price affects the price of the new issue, may also be affected.

This process is undertaken in order to ensure that the issue of investments is introduced to the market in an orderly fashion, and that the issue price and/or the price of associated investments is not artificially depressed because of the increase in supply caused by the new issue. Stabilisation may only take place for a limited period and there are limits on the price at which shares, warrants and certificates representing securities may be stabilised, although there are no limits in respect of loan stocks and bonds.

5. EXECUTION AND AGGREGATION OF ORDERS

We will transact all of your orders at the best price available in the relevant market at the time for transactions of the kind and size concerned unless circumstances require us to do otherwise in your interests, notwithstanding the fact that we may combine your orders with our employee orders and orders of other clients where it is in the overall interests of all clients concerned. However, on occasions aggregation may result in you obtaining a less favourable price.

6. SHORT POSITIONS

We will not knowingly execute a transaction which would result in you having a short position. A short position arises when a person has contracted to sell investments which they currently do not own, their plan being that before they have to deliver the investments to the purchaser, they will attempt to buy them in the market at a price lower than that currently prevailing.

7. CLIENT BORROWING

We do not have authority to borrow or raise money on your behalf.

You hereby consent, however, to the creation of a short term overdraft facility with UBS, repayable by you immediately on demand, to cover settlement fees and charges obligations.

8. CONFLICTS OF INTEREST

We operate in a way that is designed to avoid possible conflicts of interest. However, it is possible that our employees may have an interest, relationship or arrangement that is material in relation to an investment, transaction or service concerned. Notwithstanding this, our employees are required to comply with a policy of independence and to disregard any such interest when dealing on your behalf. We will in any case ensure that your interests are placed before those of our employees and that one group of clients is not treated more favourably than others.

When we enter into a transaction for you, we could be matching your transaction with that of another client by acting on their behalf as well as yours. We will inform you if this is the case and ensure that both parties obtain the benefit of trading at mid-price.

9. UNINVESTED CASH

For the purposes of these Terms “uninvested cash” is taken to mean “all cash deposits held pending investment”.

You will hold uninvested cash in one or more bank accounts of your choice in your name over which we will have a mandate to provide discretionary investment management services. We will be entitled to full administrative access to these agreed bank accounts in order that we can produce investment reports. We will, with your prior authority to your chosen bankers, be authorised to debit our agreed fees on an agreed basis.

10. VALUATION OF YOUR ASSETS

Your selected bankers and custodians will provide valuations of the investments and cash held on your behalf to both you and us. Arrangements for the production of valuations and cash statements will be agreed with your selected bankers and custodians.

11. CHARGES

Our charges will be in accordance with the published rate sheet in effect at the time of the charges incurred unless we have agreed an alternative arrangement with you (a copy of our current rate sheet accompanies these Terms). Any alterations to our charges will be notified to you before the time of change and will be subject to thirty days’ notice.

Any charges due to us, or to agents used by us, may be deducted from any uninvested cash held by your bankers. All such charges shall be notified to you.

12. REMUNERATION FROM THIRD PARTIES

We may receive remuneration from third parties. The amount of any such remuneration we receive is available on request and is detailed on our published schedule of charges.

13. EXCLUSION OF LIABILITY AND INDEMNITY

Neither we, nor our employees, shall be liable for any loss or damage suffered by you in connection with services provided unless such loss arises directly from our or their respective negligence, wilful default, or fraud. We shall not be liable for any loss or damage suffered by you arising any act or default of any other company or person. We shall, in no circumstances, be liable for any indirect losses you may suffer.

You will indemnify us and our employees against any loss, liability, or expense whatsoever which may be suffered or incurred by us and/or them directly or indirectly in connection with services provided except to the extent that such loss, liability, or expense is due to our or their respective negligence, wilful default or fraud.

14. TELEPHONE AND EMAIL INSTRUCTIONS

We will accept and act upon telephone and email instructions in connection with your account(s) from time to time. You will indemnify us against all actions, proceedings, claims or demands which may be brought or made against us and all losses, costs, charges, damages, liabilities, and expenses which may be incurred or sustained or for which we may become liable in respect of these instructions.

We shall not be liable or responsible for any loss (consequential or otherwise) incurred as a result of us acting or declining to act (wholly or in part) on instructions which we believe to have been given by you. The fact that any instruction may later be shown to be in any way false, inaccurate, unauthorised, or otherwise not authentic shall not be an impediment to our rights pursuant to these Terms.

15. COMPENSATION ARRANGEMENTS

We do not maintain client cash accounts. These are held by you in your name with your bankers and custodians.

Client money and client assets are subject to the Financial Services (Investment Business (Client Assets)) (Jersey) Order 2001.

Clients’ money arrangements are not always covered by the Jersey Depositors Compensation Scheme (“JDCS”). Details of the JDCS, including participating financial institutions and compensation limits, are available on the website of the Jersey Bank Depositors Compensation board (which can, at present, be found at https://www.jerseydcs.je/index.html).

16. CUSTODY OF YOUR ASSETS

We do not hold your assets. These are held by your chosen bankers and custodians with whom you will have signed a separate banking and custody agreement.

17. DISCLOSURE

We shall not, except as permitted by these Terms, or as required by law, or by our regulators, or the rules and regulations of any exchange on which an investment is dealt, our interest requires disclosure or disclosure is made at your request or with your consent, disclose any confidential information relating to you, your investments, or your dealings. We shall not be liable to you for any loss or damage where we exercise our right to disclose or withhold information pursuant to the terms of these Terms or any lawful order or otherwise in accordance with laws and regulations to which we are subject.

18. TERMINATION

These Terms may be terminated by either you or us by giving three months’ notice. The termination date will therefore be three months from giving due notice to terminate:

a) by you in writing received by us in Jersey: or

b) by us in writing to you at your correspondence address set out in these Terms; or as subsequently notified by you in writing. Notice given by us under these Terms shall be in writing and may be delivered by post or sent by email.

The notice shall be deemed to have been duly given:

c) if sent by post, on the 7th day after the day it was sent; or

d) if by email, 72 hours after the time it was sent.

In the case of a body corporate or partnership, notice shall be deemed to have been duly given automatically upon dissolution of the body corporate or partnership.

We may at our absolute discretion and without giving any reason, (in which event we shall not be liable for any loss that may be occasioned thereby) refuse to conduct investment business for you.

No penalty will become due either from you or from us in respect of the termination of these arrangements. Any termination of these arrangements will not affect any outstanding order or transaction in progress at the date of termination which will, subject to us choosing not to do so because it would be unlawful for us to effect the transaction, be completed by us as soon as practicable.

On termination by either of us, we will be entitled to receive from you all fees, costs, charges, expenses, and liabilities accrued or incurred under these arrangements up to the date of termination including any additional expenses or losses reasonably and properly incurred in terminating these Terms and any charges relating directly to transferring your Assets to you or to your order.

19. PROBATE & CAPACITY MATTERS

Where you are an individual, your death or incapacity will not terminate any obligations under these Terms or any agreement to which these Terms relate.

Please note that, having become aware of your death or incapacity, we shall cease to acquire, dispose of, or otherwise deal with, any assets on your behalf until such time as a) in the event of your death, your properly appointed executor or administrator, or b) in the event of your incapacity, your properly appointed attorney or delegate provides us with instructions as to how to deal with your account (“Instructions”). You confirm that we may obtain such legal advice as we may, acting reasonably, deem necessary in order to ensure that we are lawfully able to accept Instructions from such third party on your behalf / on behalf of your estate and agree that the cost of such advice that is properly incurred, shall be reimbursed to us by you / your estate.

20. CHANGES

We may amend these Terms by sending you a written notice describing the relevant changes. Such changes will become effective on a date to be specified in the notice which will be at least one week after the notice is sent to you.

You may amend or change your investment objectives or risk profile or add to or change any restrictions you have previously imposed. However, any such amendment will only become effective when we receive confirmation in writing from you, in accordance with the signing arrangements in these Terms.

No amendment will affect any outstanding order or transaction or any legal rights or obligations which may already have arisen.

21. JOINT ACCOUNTS

Where this document is signed by more than one person:

a) any instructions, notice, demand, acknowledgement, or request to be given by or to you under these Terms may be given by or to any one of you, unless otherwise indicated in these Terms. We need not enquire as to the authority of that person to these Terms. That person may give us an effective and final discharge in respect of any of our obligations.

b) your liabilities under or in connection with these Terms are joint and several.

c) on the death of any one of you these arrangements will not be terminated, and we treat the survivor(s) as the only person(s) entitled to your assets and will continue to be bound by these Terms.

22. TRUSTEES

Where you are one or more trustee(s), you will notify us of any changes in trustee(s).

You will also confirm that, on the basis of competent legal advice, you as the Trustees, are all satisfied that each of you has all the necessary powers to enter into the arrangements set out in these Terms.

23. GOVERNING LAW AND TRANSFER RIGHTS

These Terms shall be binding on the respective heirs and legal representatives and permitted assigns of you, but you may not assign or transfer all or any of your rights or obligations under these Terms.

We shall be entitled to delegate, transfer or assign our rights, obligations, and duties (in whole or in part) to any other person whether inside or outside Jersey without your prior approval.

These Terms shall be construed in accordance with the laws of the island of Jersey. Any dispute shall be subject to the non-exclusive jurisdiction of the Courts of the Island of Jersey to which you submit.

24. COMPLAINTS

We have an internal complaints procedure. All complaints should be addressed in writing to the Managing Director, Odin Investment Management Limited. A written acknowledgement will be issued within five working days and, if such acknowledgement does not also include a full response from us, then we will indicate when a full written response will be forthcoming. Such full response must be issued by us within a further 30 days at the most. You should note that if you are not happy with the way in which we have handled your complaint, you have the right to complain to the Jersey Financial Services Commission as well as to the Channel Islands Financial Ombudsman.

25. GENERAL

The waiver by us of any breach of any term of these Terms shall not prevent the subsequent enforcement of that term and shall not be deemed a waiver of any subsequent breach.

26. FORCE MAJEURE

We shall not be responsible or liable for any failure or delay in the performance of our obligations under these Terms arising out of or caused directly or indirectly by circumstances beyond our reasonable control including acts of God, earthquakes, fires, floods, wars, civil or military disturbances, sabotage, epidemics, riots, interruptions, loss or malfunctions of utilities, computers (hardware or software) or communication services, accidents, labour disputes, acts of civil or military authority or governmental actions, provided however that we shall use reasonable efforts to resume performance as soon as reasonably possible.

27. RECORD KEEPING

We reserve the right to store any documents or instruments relating to you in an electronic format. Any request for original documents or instruments may be satisfied by our providing an electronic copy.

28. THIRD PARTIES

Nothing in these Terms shall confer any right on any third party to enforce or enjoy the benefit of any aspect of these provisions.

29. AGREEMENT

These Terms supersede any prior terms and conditions of business applicable to the provision of services by us to you.

30. DATA PROTECTION STATEMENT

We may collect, use and process personal data in accordance with such FCM Group privacy policy as may be published on the ODIN website from time to time (the “Privacy Policy“) for or in connection with, amongst other things:

a) the provision of services to you and any purpose ancillary to the provision of the Services (including, without limitation, performing appropriate anti-money laundering/financing of terrorism/proliferation financing procedures, undertaking conflict of interest checks, archiving, client and matter management);

b) otherwise in connection with our business (including, without limitation in connection with marketing, business development, know how, credit control and debt management, analysis of our business and generation of internal reports and accounts and assessment of legal and financial risks to its business); and

c) any other purpose or purposes set out in the Privacy Policy.

We may disclose personal data in accordance with the “Disclosure” section of these Terms for the purposes set out in that section. We shall not use any personal data or privileged or confidential information relating to you or to any matter handled by us on the your behalf (“Information“), unless and except; (a) it is for the purposes of performing obligations under these Terms; (b) such disclosure is permitted under these Terms; (c) we otherwise have your prior written consent to do so; (d) we consider it appropriate in the proper conduct of the matter; (e) such Information is already in the public domain; or (f) we are required or permitted to do so by law, or by the rules of a professional body with jurisdiction over us, or by a governmental, judicial or regulatory authority.

You shall comply in all respects with the Data Protection (Jersey) Law 2018 (“DPJL”) in performing your obligations under or pursuant to the engagement of us and shall, in particular (and shall ensure that your directors, employees, agents and affiliates shall):

a) comply with applicable DPJL in relation to any personal data that is processed by us in connection with your engagement; and

b) where required, bring the Privacy Policy to the attention of any underlying data subjects on whose behalf or account you may act or whose personal data will be disclosed to any person by virtue of the engagement of us, including any of your affiliates, advisers, representatives, office holders, employees, beneficial owners or agents.

We generally act as a controller in respect of the Services. Where as a result of a services agreement we act as a processor, the following data processing terms will apply.

In respect of the personal data processed by us as a processor in connection with the Services, we shall:

a) only act on the instructions of you under these Terms or under the terms of any other agreement or instruction given by you;

b) implement and maintain appropriate technical and organisational measures to protect personal data and/or other personal information against accidental or unlawful destruction or accidental loss, alteration, unauthorised disclosure or access;

c) ensure the reliability of our employees and consultants, including by ensuring such persons have committed themselves to appropriate confidentiality undertakings;

d) not transfer personal data to, or process the personal data in, any country outside the European Economic Area and/or Jersey save in accordance with the Data Protection Laws;

e) not engage any sub-processor (other than those existing as at the date of these Terms) without first providing you with at least 21 days of prior notice of any proposed appointment and providing you with the opportunity to object to any proposed appointment. We shall: (i) execute an appropriate written agreement with any sub-processor that is no less protective than the provisions of this clause; and (ii) remain fully liable for performance of such sub-processor’s obligations;

f) provide full cooperation (at the cost of the relevant client entity) with responding to any request from a data subject, and in ensuring compliance with its obligations under applicable Data Protection Laws with respect to security, breach notifications, data protection impact assessments and consultations with supervisory;

g) upon the termination or expiry of any agreement, service providers shall promptly (at your election), securely delete or return all personal data and/or other personal information to you. We may retain a copy of the personal data and/or other personal information to comply with any applicable law (or in the alternative where ODIN also holds and processes such personal data in its capacity as a controller);

h) maintain and make available to the service recipients, at any service recipients’ request, complete and accurate records to demonstrate its compliance with this clause and allow for audits and inspections by the service recipients or the service recipients designated auditor on reasonable written notice (such audits and inspections to take place on no less than thirty days’ notice and no more than twice in any continuous twelve month period; and

i) without undue delay, and in any event within 72 hours from becoming aware, notify you about any personal data breach.

Any processing of personal data by us shall include the following for the purposes of Article 19 of the DPJL.

Subject matter of processing: the performance of the Services.

Duration of processing: the processing shall continue until the later of:

  • the services agreement being terminated in accordance with its terms and any notice period or transition period prescribed by the services agreement having expired; and
  • we no longer being subject to an applicable legal or regulatory requirement to continue to store the personal data.

Nature and purpose of processing: the processing is being conducted in order to facilitate the performance of the services documented in the services agreement.

Types of personal data: the personal data processed under the services agreement may include: name; address; date of birth; gender; nationality; national insurance details; employer; family details; passport details; contact preferences; national ID; tax number; e-mail address; telephone number; fax number; bank name, account number and sort code.

Categories of data subject:

  • settlors;
  • beneficiaries;
  • individuals who are associated with the relevant client entity (including its directors, officers, employees, agents, and contractors); and
  • individuals who are otherwise connected with the above including family members, professional advisers and others.