Terms of Business
“Agreement” means these Terms of Business.
“CAF” means the Customer Agreement Form or the Online Application Form, which forms part of this Agreement.
“Clause” means a clause in these Terms of Business.
“Data Protection Legislation” means the Data Protection Act 1998 and the Privacy and Electronic Communications (EU Directive) Regulations 2003.
“EEA” means the European Economic Area.
“FCA” means the Financial Conduct Authority.
“FSA Rules” means the rules, regulations and guidance issued by the FSA, as may be amended from time to time.
“FSMA” means the Financial Services and Markets Act 2000.
“ITBI” means transfer of Property Tax
“MiFID” means the Markets in Financial Instruments Directive 2004/39/E.
“LA” means Lease Agreement
“We”, “Us”, “Our”, “Ours” and “Hanover Merchant Capital” means Hanover Merchant Capital UK Ltd a division of HMC Holding AG with registered address Zollstrasse 16, 9494 Schaan Liechtenstein
its successors and assigns, together with any parent company, companies in the same group and, where applicable,
employees of any such Persons.
“You”, “Your”, “Yours” means the Person or Persons who has or have accepted these Terms of Business.
This document contains details of the property investment advisory and property services which We will provide to You, and it sets out the obligations and rights applying between Us and You. If there is anything You do not understand or with which You do not agree, please contact Us immediately, or alternatively, seek independent advice from an appropriately qualified advisor.
1. COMMENCEMENT OF TERMS OF BUSINESS
a. These Terms of Business set out the terms and conditions on which Hanover Merchant Capital (“HMC”) will provide You with services from time to time. The Agreement constitutes the terms agreed between You and HMC.
b. Please complete and either sign and return the CAF in hard copy. Your agreement and acceptance of these Terms of Business under the Agreement or by signing an LA agreement.
c. This Agreement will commence on the date that HMC receives and accepts Your Lease agreement application or ‘LA’ as outlined above, or, on such earlier date as may be agreed between You and HMC.
d. These Terms of Business supersede all other terms of business, notices sent or other communications about Our business with exemption of the ‘LA’.
e. You agree that you will not use Our services for any purpose which is unlawful, abusive, libelous or threatening, that you are over 18 and that you have the power to enter into and perform your obligations under this agreement.
a. You agree that these terms and conditions shall be governed by the laws of Nevis and that any and all disputes arising there of shall be subject to the exclusive jurisdiction of the Nevis courts. HMC is not authorized or regulated by the Financial Conduct Authority (FCA). Our registered office address is Berkeley Square House, Berkeley Square, London W1J 6BD United Kingdom.
3. SCOPE OF SERVICES TO BE PROVIDED
HMC will advise and arrange deals in and deal as agent and principal in real estate and property as principal in rights to or interests in property, and to arrange safeguarding and administration of individual client property assets. HMC reserves the right to refuse to open an account.
HMC will provide the following services, unless otherwise specified in the Agreement.
a . Effecting transactions upon Your instructions in accordance with the Agreement or LA;
b . Dealing with You as principal or for You as Your agent, or arranging real estate deals in all kinds of property investments subject to being property transactions and/or any agreement presented within a LA.
4 . PROVISION OF SERVICES
a . Where We provide advice or information, We shall use reasonable endeavors to ensure such advice or information is accurate, but You acknowledge that advice and information provided by Us may be based upon information obtained from third parties and/or which is incomplete and unverified. We shall not be liable for any costs, claims, liabilities, expenses or losses which You may suffer as a result of relying on any such advice or information unless We have been negligent or acted in bad faith.
b . We do not undertake to monitor or review Your property or real estate transactions at regular intervals or otherwise and this therefore remains Your responsibility. However We may, at Our discretion, periodically contact You by telephone, post, fax or email with details of property or real estate investments and/or suggested changes to Your holdings that We believe are suitable for You.
c . Our primary focus is the performance of your property transactions and we do not offer advice on the tax consequences which might result from transactions we recommend or via third party providers custody for you, and will not accept any liability for any such consequences.
d .Past performance of any property or other transaction is not an indicator of future performance. Changes in currency exchange rates may affect the value of Your overseas investment(s). You may have difficulty in selling such property investments at a reasonable price. In some circumstances it may be difficult to sell them at any price. It can be difficult to assess what would be a proper market price for these investments. You should not invest unless You have thought carefully about whether You can afford it and whether it is right for You.
e . We shall not be obliged to effect any transaction, nor do anything else which We believe would breach any statute law or regulation.
6. EMAIL YOUR CV
At Hanover Merchant Capital we believe strongly in quality at every level. Although we haven’t got any immediate vacancies at the moment, we are always keen to hear from good quality people. If you think you have got what it takes to form part of global team of dynamic trading company, feel free to send us your CV.
Or, by post:
Hanover Merchant Capital UK LTD Berkeley Square House, Berkeley Square, London W1J 6BD
a . All instructions regarding the administration of Your property titles, ‘LA’s or deeds held by Us, should be made to Us either in writing, (which for the avoidance of doubt includes communication by fax and electronic communication or verbally.
b . We shall be entitled to rely on verbal or written instructions communicated to Us and received by Us. We may at Our discretion refuse to accept any new instruction from You. We may acknowledge Your instruction by such means as We consider appropriate whether verbally, in writing, by actual performance or otherwise.
c .We shall not accept instructions from third parties unless a valid Power of Attorney has been established for this purpose.
d . The despatch of an instruction to Us by post or electronic means does not guarantee its timely receipt.
e. We shall use our reasonable efforts to act on Your instructions in the order in which We receive them.
f. Instructions can only be processed during normal working hours, namely between 8am and 4.30pm, Monday to Friday. This means that Your instructions may not always be processed as soon as We receive them. We will do what We reasonably can to implement Your instructions as soon as they are received
8 . COMMUNICATION
a . You may communicate with HMC by post, fax or email. All communications between Us and You will be to the address, fax number or email and to the individual/department/accounts name specified at www.hanovermerchant.com under “Contacts”.
b . Communications between You and Us are taken to be received: If sent by post: three business days after the date of posting, or five business days if sent to or from a place outside the UK; If sent by fax: at the time shown in a transmission report that indicates that the whole fax was sent; or If sent by electronic mail: on the date following dispatch. Written instructions may be subject to a time delay before instruction is carried out but We will record the date and time that an instruction is received and Our records will be evidence of Your instruction.
c. You expressly invite Us to telephone You between 08.00 and 21.00 hrs, to discuss property investment business although you may notify us in writing if You do not wish to receive such calls,. If, as a result, You decide to make a particular investment, however, You will be required to first agree to forego any statutory rights You may have to cancel it. We shall always accept Your request not to continue a particular discussion. Subject to any express written instruction we receive from You to the contrary, We may contact You on any telephone number provided by You, including unlisted numbers. You accept that all telephone calls may be recorded and such recording remains the sole property of HMC. You accept that HMC may rely on these recordings in the event of a dispute. We shall act upon written or verbal instructions unless a specific form of communication is specified elsewhere in these Terms of Business or the Agreement, when We shall only act on instructions in the specified form.
d . By entering this Agreement You are accepting the transmission of electronic communications including email and SMS messages from HMC. You will be given the option to refuse further communication in this form every time an e-mail or SMS message is sent.
e. For the avoidance of doubt, if You have provided Us with a facsimile number, notice by facsimile transmission will constitute notice in writing.
f . All communications under this Agreement will be in English.
g. It is Your responsibility to keep us up to date with any changes to your email and postal address as well as changes to the telephone numbers or any other contact information you have provided us with. We shall not be liable for any loss that you may suffer where we have not been informed of any change.
9. MONEY LAUNDERING
HMC dealings with You will be covered by the Money Laundering Requirements. Where HMC is required to verify Your identity in accordance with the Money Laundering Requirements, HMC reserves the right not to undertake any transaction, or accept any cash or property transactions, until such verification has been obtained.
10. DATA PROTECTION
a .In accordance with legal and regulatory requirements, HMC will retain Your records, for a minimum period of six years following the termination of this Agreement. This period may be extended by force of law, regulatory requirement or agreement between You and HMC By entering this Agreement You consent to HMC keeping information about You in written and electronic format in accordance with the Data Protection Legislation.You have the right to review this information at any time. HMC will provide You with a copy of this data in accordance with the provisions of section 7 of the Data Protection Act 1998.
11. PERSONAL TAXATION
Taxation is personal, complex and is subject to change. HMC does not offer tax advice and nothing in these Terms of Business is to be construed to constitute such advice. HMC accepts no liability for the tax consequences of advice provided to You. HMC will not provide or be responsible for the provision of any tax or legal advice. It is Your sole responsibility to seek appropriate taxation and legal advice.
12. RIGHTS OF LIEN & SET OF, POWER TO SELL AND MAKE REPURCHASE
a. In the event that We do not receive settlement money on or before the date of any LA agreement when due, We may:
• Sell any property or real estate purchased or cancel any transactions made on Your behalf. You agree to indemnify and keep Us indemnified for any losses or expenses arising out of or in connection with such action.
13. JOINT DEALING ACCOUNTS AND TRUST ACCOUNTS
a. You accept that in the event an account is held in joint names, then each account holder is jointly and severally liable to HMC under these Terms of Business. This means that all account holders are separately responsible for keeping to this Agreement. If either of You does not keep to them, We can take action against either or all of You individually or together.
b. We may assume instructions received from one holder of a joint account or one trustee in a trust account will be given on behalf of and with the knowledge of all holders or trustees of the account. Any action that We take regarding such instructions will be binding on all of You. Any reference to ‘You’ shall be deemed to be any one or all such persons as the context shall require.
14. DEATH OF ACCOUNT HOLDER
a. Please note that We are unable to accept instructions following the death of an account holder until We are in receipt of a sealed copy of grant of probate. We will inform the executors of any property titles held at the date of death and accept appropriate instructions.
b. In the event of the death of one party of a joint account or a trustee you are required to inform Us immediately and to complete a new account opening form.
15. CONFLICTS OF INTEREST AND DISCLOSURE
a. In relation to any advice We give or transaction We execute or arrange with or for You, We or an associate, a connected person or another client may have, directly or indirectly an interest, relationship, arrangement, or duty which is material or which gives or may give rise to a conflict of interest with Your interest(s) in relation to the property purchase or transaction concerned or assets underlying, derived from or otherwise directly or indirectly related to such
investments (a “material interest”). We will take reasonable steps to ensure that You are not treated in terms materially less favorable than if the conflict or potential conflict had not existed. Our third party agents are required to disregard any such interest when making recommendations to You.
a. If you wish to change ownership of Your deed, title, contract, lease agreement and/or ‘LA’ please notify Us in writing. You will be liable for all or any charges associated with the transfer of title, contract, lease agreement and/or LA including but not limited to taxes, transfer charges and any other associated legal or legislative costs pertaining to transfer of Title, Deed, contract, lease agreement and/or LA. You will deliver all legally required documentation to Us in order to complete the title or deed transfer.
b. Investments belonging to You which are held overseas may be subject to different settlement, legal and regulatory requirements than those that apply in the UK and different taxes and duties may apply.
17. INDEMNITY AND LIMITATION OF HMC LIABILITY
a. You will indemnify Us and keep Us indemnified against all losses, expenses, costs and liabilities which arise as a result of or in connection with Your breach of these Terms of Business (including, for the avoidance of doubt, any fines which may be imposed upon HMC as a result of late settlement of any transaction) or the proper provision by HMC of the services envisaged by these Terms of Business except to the extent that such losses arise as a result of Our negligence, fraud or willful default.
b. Nothing in this Agreement shall limit Our liability for:
• Our negligence;
• fraud; or
• liability to You for Our breach of these Terms of Business
We will not be liable for any indirect losses (including, but not limited to, loss of profit) arising from Our negligence or otherwise.
c. Insofar as We or our (if any) third party agents may provide any advice or service, for which no fees or other payment is or becomes due under this Agreement You must not rely on it and We shall not be liable for the consequences of You so doing.
a. All information and advice made available by Us to You is for Your sole use. We shall not be liable for any loss or liability incurred in connection with any reliance that may be placed upon such information and advice by You for any other purpose than for which it was provided and/or by any third party.
19. COMPLAINTS PROCEDURE
a. If You are dissatisfied with the services We have provided under this Agreement, You should in the first instance raise Your concerns with us in writing to : Hanover Merchant Capital UK Ltd, Berkeley Square House, Berkeley Square, London W1J 6BD United Kingdom, www.hanovermerchant.com or us directly where we will investigate the matter. We will endeavor to resolve Your complaint as quickly as possible and will acknowledge receipt of Your letter promptly.
You accept that We may change or add to any of the terms and conditions of this Agreement at any time. In the event of any variation or amendment of the Agreement; We will publish a notice of the change or addition
on www.hanovermerchant.com which shall include the date from which the change or addition shall be effective. Please note that We shall not give You less than 30 working days notice of any amendments, unless it is impractical to do so. By entering into this Agreement or by continuing to use our services in accordance with these Terms and Conditions after notification of changes pursuant to this Clause 20 You are deemed to have consented to any such variation if We do not receive written notice otherwise from You within the time that the changes Were notified to You and their coming into effect.
a. Neither party to these Terms of Business shall, without the prior written consent of the other, use or disclose any information relating to the business, investments, finances or other matters of a confidential nature of the other party except to the extent that such use or disclosure is required by law or any regulatory authority or to enable the disclosing party to properly perform its obligations under these
Terms of Business.
b. You agree that if You default on a debt or funds owing We may disclose any information We have about You to a credit reference agency, which may keep a record of Our enquiry.
c. The provisions of this Clause shall continue to bind the parties after termination of these Terms of Business.
a. You should be aware that there are exchange rate fluctuations and that these fluctuations may affect the value of Your property transaction(s).
b. We are under no obligation to disclose to You any information which comes to Our attention from conducting transactions for other customers.
c. We will send You details of Our new products which, We believe, may be of interest to You. If You do not wish to receive marketing information or if Your details change, please notify Us in writing.
d. In the course of providing services to Our clients, HMC may pay or receive fees, commissions or other non-monetary benefits from third parties.
e. Each of the parties acknowledges and agrees that in entering into this Agreement, and the documents referred to in it, it does not rely on, and shall have no remedy in respect of, any statement, representation, warranty, or understanding (whether negligently or innocently made) of any person whether party to this Agreement or not other than as expressly set out in this Agreement.
f. Nothing in this Agreement (or any of the arrangements contemplated hereby) shall be deemed to create a partnership between the parties.
g. No waiver by Us of any breach of these Terms of Business will be construed as a waiver of any subsequent breach of the same or any other provision.
h. If any term or provision of this Agreement in whole or in part shall be found to be invalid, illegal or unenforceable under the law of any jurisdiction, neither the legality, validity or enforceability of the remaining provisions of these Terms of Business nor the legality, validity or enforceability of such provision under the law of any other jurisdiction shall in any way be affected or impaired.
i. The rights conferred by these Terms of Business are for the benefit of You and Us only and (unless stated to the contrary elsewhere in these Terms of Business) are not granted to, or enforceable in any way by any third party
23 RISK WARNINGS
1. All property investments, water rights agreements, property and water lease agreements are speculative and will fluctuate in value. It should not be assumed that the value of property or real estate will always rise. Past performance will not necessarily be repeated and is no guarantee of future success. You may get back less than the amount originally invested or even lose the full amount. You should carefully consider in the light of Your financial resources whether investing in real estate is suitable for You. Changes in currency exchange rates may affect the value of Your overseas property transactions and real estate investments (foreign securities). The value of any investment may go down as well as up.
2. The opinions of Hanover Merchant Capital should not be relied upon as any implied or explicit guarantee of return. We are not authorised or regulated by the Financial Conduct Authority to provide any investment advice and our opinions should not be construed as financial advice. If in doubt about any of the products or services described in this website, we recommend that you consult your independent financial advisor before making any decision to purchase. Investments of any kind including Water Lease Agreements and Property Lease Agreements bear a substantial degree of risk. We recommend that you seek independent legal and financial advice before entering into all property investments, water rights, property and water lease agreements with Hanover Merchant Capital. A purchase of lease agreements is unregulated and should only be considered by those who are comfortable making their own financial decisions. Past values are not a guide to the future.
3. The value and any income from lease agreements or water property rights may go down as well as up and you may not get back the original capital used to purchase the goods. Where monies used are to purchase, you may not be able to realise your contract when you want because your goods may not be readily saleable. You should also bear in mind that the valuation of goods is generally a matter of the valuers opinion so your goods may not realise the amount you expect. The returns and opinions expressed are based upon Hanover Merchant Capital’s internal forecasts and should not be relied upon as indicating Hanover Merchant Capital UK Ltd (nor any associated companies) guarantee of return for any capital used to enter into agreements.
4. All investments and transactions are speculative and will fluctuate in value. It should not be assumed that the value of contracts will always rise. Past performance will not necessarily be repeated and is no guarantee of future success. You may get back less than the amount originally invested or even lose the full amount. You should carefully consider in the light of your financial resources whether investing in lease agreements is suitable for you.
5. Past performance will not necessarily be repeated and is no guarantee of future success. Investors should carefully consider their own personal financial circumstances before dealing in lease agreements. Investors should pay due regard to their specific investment objectives, investment risk profile or financial background. For this reason, property lease and water rights agreements may not be suitable for all investors, and if you have any doubts, you should consult an independent financial adviser.
6. There is a big difference between the buying price and the selling price of property lease and water rights contacts. If they have to be sold immediately, you may get back much less than you paid for them. The price may change quickly and it may go down as well as up. Company brochures are intended as a general guide only. The information and opinions which it contains are not intended to be a comprehensive study, nor to provide investment or legal advice, and should not be treated as a substitute for investment or legal advice concerning particular situations.
7. Independent advice should always be sought before taking any action based on the information provided. Hanover Merchant Capital and subsidiaries or associated companies bear no responsibility for errors or omissions
Unless otherwise agreed between Us in writing this Agreement is governed by and shall be construed in accordance with Nevis law and You hereby submit to the exclusive jurisdiction of the Nevis courts.