Sovereign Asset Management
Terms & Conditions of Business – Conflicts of Interest
Sovereign Asset Management Limited Sovereign Place 117 Main Street Gibraltar
Tel: +44 (0)20 3576 6297 Email: compliance@sovereignassetmanagement.co.uk www.sovereignassetmanagement.co.uk
General
Definitions and Interpretation
In this Document:
“Anti‑Bribery Laws” means: i. the Bribery Act 2010 of the United Kingdom; ii. the Crimes Act, 2011 of Gibraltar (where applicable); iii. the Anti‑Corruption Authority Act 2013 of Gibraltar (where applicable); iv. all other relevant anti‑bribery and anti‑corruption legislation applicable to the Parties hereto.
“Associated Company” means any related entity of the Company which shall, where the context permits, include the Group, and any other company which is or ought reasonably to be regarded as within the organisation of the Company or the Group whether as a subsidiary, holding company, joint venture company or franchisee of the Company or of the Group or any of its subsidiaries or in any other capacity whatsoever, and “Associated Companies” shall be construed accordingly.
“Client” means the investor, including their successors or personal representatives, as described and addressed in the onboarding documentation, and “Clients” shall be construed accordingly.
“Company” means Sovereign Asset Management Limited trading as Sovereign Wealth with address at Sovereign Place, 117 Main Street, Gibraltar and, where the context admits or requires, includes any Associated Company and may include any employee, servant, agent, director, or representative of the same which provides Services pursuant to this Document.
“Data Protection Laws” shall mean: i. the General Data Protection Regulation ((EU) 2016/679) (“GDPR”); ii. the Data Protection Act, 2004 (as amended) of Gibraltar; iii. the Gibraltar General Data Protection Regulation; and iv. all other relevant Data Protection Laws applicable to the parties hereto.
“Data Protection Principles” means the principles set forth in the Data Protection Laws for the processing of Personal Data.
“Data Subject” is the identified or identifiable natural person to whom the Personal Data relates and who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person.
“Document” means these Terms & Conditions which govern the relationship between the Client(s) and the Company.
“Group” means The Sovereign Group Ltd, a company incorporated in the Isle of Man and having its registered office at Sovereign House, 4 Christian Road, Douglas, Isle of Man, IM1 2SD, and where the context admits shall include any Associated Company.
“Licensed Agents” includes but is not limited to investment advisers, fund managers, investment houses or such other individuals or firms authorised to provide investment advice, manage portfolios, or execute trades on behalf of clients, subject to regulations like those under the Financial Conduct Authority in the United Kingdom or the GFSC.
“MiFID” means the Markets in Financial Instruments Directive (Directive 2004/39/EC).
“MiFID II” means the recast Markets in Financial Instruments Directive (Directive 2014/65/EU).
“Personal Data” means any information relating to a Data Subject.
“Representative(s)” in relation to the Company shall mean its directors, employees, or other representatives.
“Services” means the Services to be provided by the Company to the Client which may include but shall not be limited to providing or procuring investment advice and information, arranging deals in investments, including without limitation, arranging deals in equities, investment funds, commodities, foreign exchange, interest rate futures, stock indices, options on any of the above or stock options and arranging management of investment assets.
Words importing one gender include all other genders and words importing the singular include the plural and vice versa.
Reference to “written” or “in writing” shall include email.
Headings used in this Document shall not affect its interpretation.
This document is in English. In the event this document is translated into any language other than English, the English language version shall prevail and govern the construction thereof.
The Company shall communicate with the Client in English during the course of its engagement with the Client.
Company Regulator
The Company is licensed to provide investment advice in Gibraltar and is regulated by the Gibraltar Financial Services Commission (the “GFSC”), PO Box 940, Suite 943, Europort, Gibraltar.
GFSC Permission Number: 5992 Incorporation Number: 74253
Details of the Company’s authorisation are available on the GFSC website: https://www.fsc.gi/
The Company holds permission to conduct the following regulated activities:
The Company is committed to ensuring that all interactions with Clients are conducted in full compliance with local policies and procedures, providing our Clients with the highest level of protection.
If you have any complaints or concerns regarding the advice provided, these will be addressed in accordance with Gibraltar’s regulatory requirements, ensuring accountability and adherence to local standards.
Data Protection
Where the Company directly or indirectly receives any Personal Data from the Client as Data Subject, the Company shall ensure that such use and processing of Personal Data is conducted in accordance with this Clause, the Data Protection Laws, and the Data Protection Principles as they apply to the processing of Personal Data. For the purposes of this Clause and the Data Protection Laws, the Company shall be Data Controller in respect of such Personal Data.
In fulfilment of their obligations under the relevant Data Protection Laws, the Company as Data Controller shall have such systems in place to ensure full compliance with the relevant Data Protection Laws. In particular the Company agrees and confirms that it will:
In the event of termination of the relationship between the Client and the Company, Personal Data shall be retained for the Retention Period for the purpose(s) for which it was collected, and the obligations regarding the protection of said Personal Data will continue in full force and effect for such period.
For further information on how your Personal Data is processed, please refer to our Privacy Notice which may be found here: https://www.sovereignassetmanagement.co.uk/privacy-policy/
Retention of Records
Records will be kept for every transaction which is made on a Client’s behalf. These records and others relating to business transactions the Company makes for the Client will be kept for the maximum period permissible under the respective laws in respect of such information. Further information may be found in the aforementioned Privacy Notice.
Prevention of Bribery
In providing the Services contemplated hereunder the Company shall not contravene the provisions of the Anti‑Bribery Laws. Should the Client(s) discover that the Company or its Representatives have breached this provision, the Client(s) will be entitled to terminate their relationship with the Company without notice.
The Company shall refrain, and shall procure that its Representatives shall refrain, from offering, soliciting or accepting any advantage as defined in the Anti‑Bribery Laws. The Company shall also refrain, and shall procure that its Representatives refrain, from soliciting or accepting any excessive hospitality, entertainment or inducements which would impair their impartiality in relation to the Services.
Terms & Conditions of Business
These Terms and Conditions apply to Clients who wish to invest or have assets managed through the Company.
In common with many jurisdictions, Gibraltar has established rules for protecting investors. Gibraltar has implemented the relevant Directives on financial services including MiFID II. Under Gibraltar law the Company is required to provide the Client with its Terms and Conditions of business which the Client will be deemed to have accepted by signing the Client’s onboarding documentation or other agreement with the Company.
Definitions and Interpretation
Unless set forth to the contrary herein the definitions and interpretation set forth under the heading “General” shall apply to these Terms and Conditions.
Appointment
The Client hereby appoints the Company to provide Services, as agent or otherwise, to the Client. Services may be provided to the Client in respect of both cash and contingent liability transactions. A contingent liability transaction is one where the Client will, or may, be liable to make further payments (in addition to charges and whether or not secured by margin) when the transaction fails to be completed or upon the earlier closing out of the position. All dealings will be subject to the Terms and Conditions set out in this Document.
The Company reserves the right to refuse to accept instructions from a Client generally or in respect of any particular transaction or to discontinue the provision of Services without giving any reasons thereof.
Capacity
In all transactions or investment dealings the Company shall act as agent of the Client and shall regard the Client as its principal irrespective of whether the Client acts as an agent on behalf of other clients or whether the Company is or becomes aware, directly or indirectly, of the identity of any of the Client’s customers and any principal of the Client so identified will not be treated as an indirect client of the Company.
In relation to any transaction entered into by the Client as agent in such circumstances, the Client warrants that they have due authority to enter the transaction on the principal’s behalf on the terms of this Document and that the transaction and such terms thereof will bind the principal accordingly.
Information Services
The Company shall keep the Client informed of investment offerings and opportunities whether by post, telephone or fax, and provide prospectuses and fund performance information whenever requested or whenever the Company considers that this may be of interest to the Client. If at any time the Client no longer requires this service, the Client shall notify the Company in writing.
Investment Services
The Company may offer a variety of investment services to the Client including, without limitation, providing or procuring (through licensed associates) investment advice and asset management services.
Remuneration
Prior to making each investment, the Company will disclose to its Clients details of the fees charged in respect of such investment(s).
The Client agrees to pay the fees charged by the Company for the provision of Services. Such fees shall be levied at the rates agreed between the Company and the Client from time to time. The Company reserves the right to increase the fees charged but shall give the Client not less than 30 days’ notice.
The Company may charge an initial fee for subscriptions into Company managed funds which will be disclosed in writing before any investment is made. The Company shall also be entitled to retain commissions or retro‑cessions from banks, brokers or other persons with whom the Company arranges deals or the provision of services and will disclose to the Client its share of such fees or commissions payable.
The Company may charge maintenance, transfer and termination fees where applicable. Additional work undertaken on behalf of the Client shall be paid for on a time‑spent basis at the hourly rate then applicable.
Aggregation
The Licensed Agents engaged by the Company may combine any of the Client’s orders with the orders of other Clients. Combining the Client’s orders with those of other Clients may result in the Client obtaining on some occasions a more favourable price, and on others a less favourable price, than if the Client’s order had been executed separately.
Where a Licensed Agent does so, the Company shall procure that it shall do so only in compliance with the Data Protection Laws.
Currency
The Client agrees to bear any foreign currency exchange risk arising from any transaction effected pursuant to this Document.
Termination
Either party may terminate the arrangement for the provision of Services at any time by giving written notice to the other party. Such termination will be without prejudice to the completion of transactions or the Company’s right to be remunerated for them. If a notice period is separately agreed in writing between the Client and the Company, the agreed notice period shall apply.
Communication and Notices
Any notice to the Client shall be sent to the address of the Client given on the Letter of Appointment or to such other address as the Client may subsequently notify the Company in writing. All communications by post, facsimile or email shall be deemed to have been given to the Client when dispatched and the Company may choose the most appropriate method of communicating with the Client unless notified in writing to the contrary.
Disclaimer
The Company is licensed to provide investment services and engages other Licensed Agents to provide advice and asset management. The Company and its Representatives or Associated Companies shall be entitled to rely on the information contained in prospectuses and other literature produced by such Licensed Agents and shall not be held responsible for the accuracy or otherwise of such information.
In particular, neither the Company nor its Associated Companies nor its Representatives shall have any liability for any losses caused by or resulting from any misstatement, errors or omissions of whatever nature in or from such literature.
The Company shall not be liable for any failure to comply wholly or in part with any instructions and shall not be responsible for non‑receipt of instructions. The Client shall have no claim whatsoever against the Company in respect of anything done or omitted to be done in respect of any transaction effected pursuant to this Document unless the same shall involve fraud, dishonesty, wilful misconduct or gross negligence.
The Client hereby expressly agrees that all warranties or indemnities which are given or made by the Company to third parties whilst acting for the Client shall be deemed to have been given to the best of the knowledge, information and belief or awareness of the Company in reliance on identical warranties and indemnities mutatis mutandis given by the Client to the Company.
Disclosure
The Company may from time to time be required by law to disclose to stock exchanges, clearing houses, regulatory authorities, or law enforcement agencies particulars of the Client’s dealings notwithstanding any applicable Data Protection Laws.
The Client irrevocably authorises the Company, whilst acting as an intermediary to financial institutions, to disclose such particulars of the Client as those financial institutions require in the normal course of their business and without prior reference to the Client.
Law and Jurisdiction
This Document shall be governed by the laws of Gibraltar. Any dispute concerning this Document or any investment made pursuant to this Document shall be referred to arbitration in accordance with the rules or regulations of the appropriate market association or exchange, if any.
Save as aforesaid, any dispute arising out of or in respect of this Document shall be subject to the non‑exclusive jurisdiction of the Gibraltar courts. Each provision of this Document is severable and if any provision is or becomes invalid or contravenes any applicable laws or regulations, the remaining valid provisions will not be affected.
Outsourcing
From time to time the Company may outsource certain of its functions. Its policy is to only use regulated service providers where necessary.
Taxation
The Company is dedicated to delivering expert investment advice to our Clients. However, it is important to note that the Company does not provide tax or any other form of advice.
The information and recommendations provided by the Company are based solely on investment considerations and are not intended to cover any potential tax implications.
Any decisions or actions taken based on our investment advice are at the discretion of the Client, and we strongly recommend that the Client seek independent tax or other relevant advice to ensure a comprehensive understanding of potential tax or other consequences.
The Company shall not be held responsible for any adverse outcomes resulting from the lack of specific tax or other advice in our recommendations.
Telephone Calls
The Client is aware that, in order to comply with its regulatory obligations, the Company may record and keep recordings of telephone conversations between the Company and the Client.
Copies of these recordings will be available to the Client upon request for at least six (6) years from the date on which such recordings are made, although legal authorities may at their discretion extend this period on a case‑by‑case basis. After such period has expired these recordings will be erased by the Company.
Reviewing Client’s Investments
The Company will review the Client’s investments with the Client, either in person or in writing, annually.
Additional Conditions
If the Company acts for more than one Client acting jointly in respect of any arrangement or transaction, the expression the “Client” shall be deemed to refer to each such person, who agrees to be jointly and severally bound by all of its Terms and Conditions, and in such case this arrangement shall not be impaired as to any one Client by the death of any of the others or by the revocation or release of any liabilities hereunder of any of them.
To verify the Client’s credit standing, the Company is authorised to contact such banks, financial institutions and credit agencies as the Company deems appropriate.
The Client shall at all times hereafter indemnify and keep indemnified the Company, its Representatives and its Associated Companies against all actions, suits, proceedings, claims, demands, costs, charges, expenses, and consequences whatsoever which may be taken or instituted against the Company, or its Representatives and its Associated Companies, or which may be incurred or become payable by the Company, or its Representatives and its Associated Companies, by reason of or on account of the Company accepting the appointment hereunder or having acted, declined to act or failed to act on any instructions or otherwise pursuant to this Document.
The Company shall be entitled to amend these Terms and Conditions from time to time provided that it shall give reasonable advance notice in writing to the Client before such amended Terms and Conditions shall take effect.
Complaints
If the Client has any complaint about the Company, the Client shall address such complaint in the first instance, in writing to the Company’s Managing Director at the contact details below:
Sovereign Asset Management Sovereign Place 117 Main Street Gibraltar
Tel: +44 (0)20 3576 6297 Email: compliance@sovereignassetmanagement.co.uk
When you report a complaint, please provide as much information as possible to allow the Company to understand the nature of the complaint.
If the Client is not satisfied with the Company’s response, the Client may complain to the GFSC in writing addressed to: Gibraltar Financial Services Commission Suite 3, Ground Floor, Atlantic Suites, Europort Avenue, Gibraltar Tel: +350 200 40283 Email: complaints@fsc.gi
It is particularly important that you include a copy of the Company’s formal response to your complaint.
If you are not satisfied with the response provided by the GFSC, or believe that you have a case for financial compensation, you may wish to consult a legal adviser on the merits of pursuing a claim through the Gibraltar courts.
Investor Compensation in Gibraltar
Sovereign Asset Management is a participating firm in the Gibraltar Investor Compensation Scheme (GICS). Under certain circumstances, investors may be entitled to compensation if the firm is unable to meet its obligations.
The scheme does not cover all types of investments or losses. Exclusions include but are not limited to:
For further details on eligibility, limits, and how to claim, please visit: https://www.gics.gi/
Vulnerable Customers
Sovereign Asset Management is committed to providing all clients with the highest possible standard of care. This includes ensuring that those clients who, due to their personal circumstances, are especially vulnerable to harm — particularly if things go wrong — are treated fairly and with a level of care and understanding that is appropriate given the characteristics of the clients themselves.
To find out more, please contact your Sovereign representative.
Conflicts of Interest Policy
Definitions and Interpretation
Unless set forth to the contrary herein, the definitions set forth under the heading “General” shall apply to this policy.
Policy
Under MiFID II the Company is required to maintain and operate effective organisational and administrative arrangements with a view to taking all reasonable steps to identify, monitor and manage conflicts of interest. The Company has put in place a policy to meet this obligation and set out below is a summary of that policy and the key information that is needed by Clients to understand the measures the Company is taking to safeguard the interests of its Clients.
The Company will not arrange or carry out any business for Clients where it has, or an Associated Company has, a material interest or the Company is aware that another of its customers has such an interest, without first disclosing that interest to the Client in writing and obtaining the Client’s consent to continue to carry out the transaction on the Client’s behalf.
For further details Clients may request a copy of the Company’s Conflict of Interest Policy.
In considering if a conflict may arise the Company must assess the following:
If the answer is yes, then the Company must comply with the requirements below.
The Company’s Conflicts of Interest Policy sets out how the Company will:
What is a Conflict of Interest?
A conflict of interest is a situation in which the Company, an Associated Company, or a Representative is subject to a competing professional or personal interest which could make it difficult to fulfil duties impartially. Such conflicts may result in a risk of damage to the interests of a Client.
Conflicts of interest may arise between:
Identifying Conflicts of Interest
The Company has identified the following circumstances in which conflicts of interest may arise:
Managing Conflicts of Interest
The Company has established procedures to manage conflicts of interest, including:
Acknowledgement and Acceptance
By signing the Client Agreement or onboarding documentation, the Client confirms that they have read, understood, and agreed to be bound by these Terms and Conditions of Business, including the Conflicts of Interest Policy.
The Client further acknowledges that:
Entire Agreement
These Terms and Conditions, together with any supplemental agreements or schedules provided to the Client, constitute the entire agreement between the Client and the Company in relation to the Services. They supersede any prior agreements, understandings, or arrangements, whether oral or written.
Variation
The Company reserves the right to amend these Terms and Conditions from time to time. Any such amendments will be notified to the Client in writing and will take effect from the date specified in the notice. Continued use of the Company’s Services after such notification shall constitute acceptance of the amended Terms and Conditions.
Governing Law
These Terms and Conditions shall be governed by and construed in accordance with the laws of Gibraltar. The parties submit to the non‑exclusive jurisdiction of the Gibraltar courts in relation to any dispute arising out of or in connection with these Terms and Conditions.
Contact Information
Sovereign Group Sovereign Place 117 Main Street Gibraltar
Tel: +44 (0)20 3576 6297 Email: compliance@sovereignassetmanagement.co.uk Website: www.sovereignassetmanagement.co.uk
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