Standard Terms of Business
1. Status of these Terms and Conditions
These terms and conditions will apply to the services which Wilton Row Capital AB (“WRC”) will provide to you (“you” or “the Client”). They are
supplemented by one or more engagement letters, together with the terms and conditions known as the “Terms of Engagement” which deal with,
amongst other things, the type of services we will provide and the fees to be paid.
2. Services to be Provided
WRC will provide to you the services which are from time to time agreed between us. However, WRC will not be responsible for:
a providing specialist or technical advice in connection with those matters for which you have agreed to provide or procure, or would normally
provide or procure specialist advice (for example on legal, regulatory, environmental, accounting or taxation matters)
b the verification of any information provided or representations made to us by or on your behalf (including by your other advisers).
3. Investment Advice
WRC provides investment advice based on a suitability test. The investment advice may include advice on investments in products produced by an
institution that may be considered as related to WRC, in which case the client will be clearly informed in course of the investment advice. WRC may
consequently not be regarded as an independent investment advisor. However, WRC does not receive payment from the related institution in conjunction
with the investment advice service.
WRC will not regularly assess the suitability of recommended investments.
WRC will provide investment advice mainly regarding investment fund products but may also include other types of financial instruments. In conjunction
with the investment advice you will receive product information with clear information about the relevant product.
4. Best Execution
WRC does not execute client orders, but transmits client orders in financial instruments for execution to another institution that must take all sufficient
steps to obtain, when executing orders, the best possible results for its clients taking into account price, costs, speed, likelihood of execution and
settlement, size, nature or any other consideration relevant to the execution of an order. WRC has established guidelines for best execution which can
be found on our web page www.wilton-row.com.
5. Instructions via telephone or e-mail and telephone recording
Instructions from you to WRC relating to these Terms of Engagement via telephone or e-mail will normally be accepted by WRC. You are aware of and
approve to any risk that may be the concequence of such way of communication, especially relating to mistransmission or misunderstanding.
It shall be noted that telephones at WRC may be recorded and you hereby approve such recording.
6. Information and complaints
In relation to transmission of orders contract notes will be provided to you directly from the institution executing the order, normally the day after the execution of the order. You are responsible for monitoring the reception and examination of the contract note. Any complaint regarding the transaction shall be made to WRC immediately after receiving the contract note alternatively not receiving any contract note, and in any case within 10 Business Days. You are aware of that, having assigned the reception of contract notes to anyone else on your behalf, including but not limited to WRC, does not absolve you from this responsibility. WRC is not reliable for any delay in or not receiving any contract note.
In relation to portfolio management WRC shall report the outcome of the portfolio management to you at least semianually. Any complaint regarding WRC’s portfolio management shall be made to WRC immediately after receiving the report alternatively not receiving any report, and in any case within 10 Business Days.
WRC is not in any case responsible for damage that could have been avoided if a complaint had been made in accordance with what is stated above.
WRC has established guidelines for handling of client complaints which can be found on our web page www.wilton-row.com.
WRC communicates with our clients in English or Swedish. Communication is mainly made via personal meeting, e-mail, regular mail and telephone. Information that is general for the main part of our clients may also be communicated via our web page www.wilton-row.com.
7. Fees and Expenses
You will pay us the fees, costs and expenses which are agreed between us (under the Terms of Engagement as described in paragraph 1, or otherwise).
All amounts due under the Terms of Engagement shall be paid in full without any deduction or withholding other than as required by law and you shall not be entitled to assert any credit, set off, deduction, counterclaim or abatement of any nature whatsoever against WRC in order to justify withholding payment of any such amount in whole or in part.
Any monies received by WRC from external providers (discount on fund fees, kick-backs, commissions, rebates etc.) will be paid in full to you.
8. VAT
The consideration payable by you for WRC’s services stated in the Terms of Engagement is exclusive of any value added tax in respect of such consideration which shall be payable by you to WRC in addition to such consideration.
9. Confidentiality
Both you and WRC shall treat with confidentiality any information received under this agreement. You approve that WRC may disclose information to a custodian, a public authority or any other third party if this is required by law, public authority regulation or agreement. You are required to, if requested, provide WRC with any information that WRC deems necessary to fulfil such obligation.
Any advice or opinion, written or oral, provided by us will be solely for your information and assistance in connection with the Terms of Engagement and must be kept confidential by you. It is not to be used, circulated, quoted or otherwise referred to or publicly filed or disclosed for any other purpose to any third party, except in each case with our prior written consent.
10. Treatment of personal data and other information about the Client
Any personal data received in connection with these Terms of Engagement or registered in connection with the administration of the engagement are
treated by WRC and such data may also to a limited extent be transferred between WRC’s group or sister companies. This includes information about contacts between you and WRC and also information about your assets and investments. The personal data are also subject to market- and client analyses, business- and methodology development and risk management. The personal data are also subject to marketing efforts and client services. The personal data is protected by WRC in accordance with the Data Protection Regulation (Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data). Information about which personal data relating to you that is treated by WRC can be requested by contacting WRC in writing. More detailed information regarding the treatment of personal data within WRC´s operations is available on the company´s website www.wilton-row.com.
11. Authorisation
You represent and warrant that you have all necessary powers and have obtained all necessary authorisations, consents and approvals validly and lawfully to enter into the Terms of Engagement (on your own behalf and on behalf of anyone on whose behalf you purport to sign the Terms of Engagement) and that you will maintain the same as necessary for WRC to be able to carry out the engagement.
12. Risk
You are aware of the risks associated with transactions in financial instruments in general as well as the result may be either positive or negative. WRC does not guarantee the result of its advice, asset management or other services and you are aware of that WRC’s engagements according to these Terms of Engagement does not include any guarantee of certain minimum return, growth of assets or limitation of loss. Further information about the characteristics and risks relating to financial instruments will be provided to you upon request.
13. Conflicts of interest
WRC has established Guidelines for handling of conflicts of interest which will be provided to you upon request.
14. Limitation of Liability and Indemnity
WRC is not liable for loss or damage due to legal order, act of public authority, act of war, strike, blockade, boycott, lockout or other similar circumstances. Nor is WRC liable to pay compensation for loss or damage in other cases where we have exercised normal care. In no case shall compensation for loss or damage exceed WRC’s compensation for the engagement during the last year, nor shall compensation be payable for consequential loss or damage. WRC shall in all circumstances be entitled to assume that the information supplied to us by you is correct.
WRC is not liable for any damage caused by any actions or omissions performed by a third party or any damage caused by an assignee with due care assigned by WRC or designated by you.
If Claims of any kind are raised against WRC or a person employed by WRC as a consequence of the engagement to the extent directly caused by the negligence of the Client, you shall compensate WRC for any loss or damage it may incur and for WRC’s reasonable out-of-pocket costs, including litigation costs and legal fees, incurred in connection with Claims raised against WRC or a person employed by WRC. However, the undertaking to hold WRC harmless shall not apply to Claims arising as a consequence of WRC’s fraudulent or negligent performance of the engagement, or in circumstances where WRC is in wilful default. Nothing in this paragraph 14 shall result in WRC being indemnified for any breach of these Terms of Engagement committed by WRC or any person acting on its behalf.
WRC may perform research and analysis for you using publicly available information drawn from a wide range of databases and information services, which are available to us, in order to provide you with background information in relation to the engagement. WRC will not independently verify or accept any responsibility or liability for independently verifying any such information, nor do we make any representation as to the accuracy or completeness of the information. WRC accepts no liability for any loss or damage, which may result from your reliance on any research, analysis or information so supplied.
You are aware of that power outage or other errors or disruptions may occur in your own, WRC’s or other’s technical systems (hard- or software), telephone systems or electrical systems used in relation to these Terms of Engagement, and that such errors or disruptions can lead to that submitted orders may be delayed or not executed. WRC is not liable for any damage relating to such errors or disruptions referred to above.
15. Termination
These Terms of Engagement may be terminated by either party giving [•] months notice in accordance with paragraph 20
Any party may also, by giving notice in accordance with paragraph 20, terminate these Terms of Engagement with immediate effect:
a) in the event of a material breach of the Terms of Engagement by the other party, or
b) if the other party is declared bankrupt, enter into liquidation, either voluntary or compulsory, become insolvent, enter into composition or corporate reorganisation proceedings or if execution is levied on any of your goods and effects.
WRC may also terminate the Terms of Engagement with immediate effect if we are not satisfied that we can continue to advise you, or co-operate with any of your actions or inactions, in either case without defaulting on any of our responsibilities under applicable laws and regulations.
Any failure to pay fees and expenses in accordance with paragraph 7 shall be considered as a “material breach of the Terms of Engagement” under a above.
Termination will not affect any legal rights or obligations which have already accrued to, or been incurred by, either of us or any representations, confirmations or indemnities given by you.
16. Assignment
We shall be entitled to transfer all our rights and obligations under these Terms of Engagement to a Related Company to which substantially all our assets and business have been or are to be transferred and, from the time such transfer takes effect, references to us shall be read as references to such Related Company.
Apart from above neither party may transfer any of its rights and obligations hereunder to any party without prior written consent.
17. Client Money
WRC is not authorised to hold client money and you should therefore not transfer funds to WRC at any time other than by way of discharge of your obligations under the Terms of Engagement.
18. Entire Agreement and Governing Law
Each provision of these Terms of Engagement is several and not affected if another provision of these Terms of Engagement is found to be invalid or unenforceable or to contravene applicable law or regulations.
These Terms of Engagement set out the entire agreement between us and shall be governed by and construed in accordance with the laws of Sweden and no term or provision of this agreement may be amended, discharged or modified in any respect except in writing signed by both parties. Any dispute, controversy or claim arising out of or in connection with this contract, or the breach, termination or invalidity thereof, shall be finally settled by arbitration in accordance with the Arbitration Rules of the Arbitration Institute of the Stockholm Chamber of Commerce. The arbitral tribunal shall be composed of three arbitrators. The seat of arbitration shall be Stockholm. The language to be used in the arbitral proceedings shall be Swedish.
19. Change of terms
Any change of the Terms of Business shall be effective from the 30th Business Day after the day when you received notice about the change in accordance with paragraph 20.
20. Notices
Any notice given or made under or in connection with the Terms of Engagement shall be in writing and shall be delivered by hand or sent by courier, regular post or e-mail to the address set out by the recipient or to your or our respective registered office. If sent by courier such notice or communication shall conclusively be deemed to have been given or served at the time of despatch, in case of service in Sweden, or on the following Business Day in the case of international service. If sent by regular post such notice or communication shall conclusively be deemed to have been received three Business Days from the time of posting. If sent by e-mail such notice or communication shall be deemed to have been received at the time of despatch if sent to the address set out by the recipient. If such e-mail reaches the recipient outside normal business hours, it shall be deemed to have been received at the beginning of the following Business Day.
21. Miscellaneous
References to “you” or “the Client” in these Terms of Engagement include, where appropriate, any member of your Group.
22. Definitions
In these Standard Terms of Business:
“Business Day” shall mean a day (excluding Saturdays) on which banks generally are open in Sweden for the transaction of normal banking business
“Claims” shall mean all actions, proceedings, investigations, demands, judgements and awards and “Claim” shall be construed accordingly
“Group” shall mean you and your Related Companies
“Related Companies” shall mean in respect of any company (the first company) any company which is for the time being a subsidiary undertaking, associated undertaking or holding company (whether direct or indirect or which is in any way allied to or associated with such company) of the first company or a subsidiary undertaking or associated undertaking (whether direct indirect or which is in any way allied to or associated with such company) of any such holding company and shall include any director, officer, employee, agent or adviser thereof and “Related Company” shall be construed accordingly