Terms & Conditions of BusinessBahamas

15 July 2025

Introduction

This document sets out the terms and conditions (the "Terms and Conditions") governing  all of the services provided by Oak Group (Bahamas)Limited (“Oak Bahamas’) to its clients (the “Services”), Oak Bahamas, in providing the Services may, as regards its discretionary or other powers, act by its properly appointed directors and/or officers and/or employees, or any Third Party Service Providers on the express understanding that Third Party Service Providers shall only be engaged in respect of the provision of Administrative Services.

Oak Bahamas reserves the right to amend these Terms and Conditions at any time. The Client will be informed of the changes by letter or by any other means that Oak Bahamas deems appropriate. The changes shall be deemed to be accepted and approved unless any objections are received in writing within 30 days of the date of despatch of the revised Terms. The new Terms shall be deemed to have been accepted as of the first use of the Services following notification of the changes, even without receipt of a written confirmation.

References to any gender shall be references to all genders and words imputing the singular shall impute the plural and vice versa in each case.
These Terms and Conditions are made up of the following sections:-

Section No.	Subject topic
1	Interpretation
2	Confidentiality
3	Data Protection
4	Acceptance and Due Diligence procedures
5	Client Covenants and Undertakings
6	Change in Circumstances regarding US Tax Status of Client
7	Instructions
8	Complaints
9	Remuneration
10	Commissions
11	Recording of Phone Calls
12	Document Retention and Electronic Archiving
13	Safe Custody
14	Legal and Taxation
15	Outsourcing of Services
16	Financial Services Regulation
17	Contravention of any Law or Regulations
18	Force Majeure
19	Variation
20	Assignment
21	Termination
22	Indemnity
23	General
24	Governing Law

1. Interpretation

Associate means any entity affiliated with Oak Bahamas as either a holding company or subsidiary company and shall include any directors, officers, or employees of any such Oak Group company.

Beneficiary means, (i) in relation to a Trust, any of its beneficiaries; (ii) in relation to a Company, any individual having direct or indirect beneficial interest in the Company; and (iii) in relation to a Foundation, its objects.

Business Day means, any day on which banks and trust companies in the Commonwealth of The Bahamas, are open for business but does  not include Saturdays, Sundays, and public holidays.

CDD refers to the Customer Due Diligence procedures which may be required to identify, and verify the identity of any Client, any Beneficiary, any CDD Relevant Person or any person connected to the foregoing whom Oak Bahamas may reasonably wish to identify or very the identity of.

CDD Relevant Person means any Settlor or Protector of a Trust, any trustee of a Trust in respect of which Oak Bahamas provides Services, any person who has any power over the disposition of property that is subject to any Trust, any natural person who ultimately owns or controls the Settlor or Trustee, or any person on whose behalf a transaction is being conducted (and includes the person who exercises ultimate effective control over a body corporate or unincorporated) and any other person required to be verified for CDD purposes under the laws of The Bahamas.

Client means any person with whom Oak Bahamas may have entered into an agreement for the performance of any Services.

Company means any company or body corporate in respect of which Oak Bahamas provides Company Administration Services.

Company Administration Services mean all services provided by Oak Bahamas in relation to a corporate arrangement, including the formation/incorporation of a company, the provision of directors or officers (whether individual or corporate), registered office, registered agent and any other administrative or managerial functions, and all other planning and consultancy services in connection with the provision of Company Administration Services or any other corporate arrangements to be established.

Foundation means any foundation to which Oak Bahamas provides Foundation Services.

Foundation Services mean all services provided by Oak Bahamas to or in respect of any Foundation, including the formation of a Foundation, acting as council member, qualified member, guarding of a foundation, registered office, and any other administrative functions, and all other planning and consultancy services in connection with the provision of Foundation Services or any other foundation arrangements to be established.

Managed Entity means any Company, Foundation, Trust, or Family Governance vehicle to or in respect of which Oak Bahamas provides any Services and together they shall be referred to as the “Managed Entities.”

Notifiable Persons mean any person who appoints Oak Bahamas to act in relation to any Estate, and any Settlor of any Trust, or Beneficiaries of any Trust that would normally receive the accounts of such Trust or where acting on behalf of a third party trustee, the trustee of the Trust.

Personal Information includes:

1. Information held about a Managed Entity and/or Client and/or Beneficiary and/or CDD Relevant Person and/or Principal and/or any Services provided to them; may also include personal information concerning their family members, if provided to Oak Bahamas; and/or
2. Where a Managed Entity and/or Client and/or Beneficiary and/or CDD Relevant Person and/or Principal is a body corporate, information held about its shareholders, staff and corporate contacts, including their individual customers and such customers’ family members;

In each case, may include information obtained from third parties.

Principal means any person having a direct or indirect beneficial interest of 10% or more of the share capital issued by a Company or  who is entitled to exercise or control the exercise of not less than 10% of the voting rights in a general meeting of a Company or of any other company of which a Company is a subsidiary, any person who appoints Oak Bahamas to act, any Founder of any Foundation and any settlor of any Trust, or such of the adult objects of any Foundation or beneficiaries of any Trust that would normally receive the accounts of such Foundation or Trust or where acting on behalf of a third party trustee, the trustee of the Trust.

Scale of Fees and Charges mean the scale of fees and charges applicable to Oak Bahamas’ Services, in place from time to time; such scale of fees and charges to be read in conjunction with the Terms and Conditions contained herein and which sets out the basis on which fees and charges will be incurred in respect of the provision of the Services.

Services refers to the Administrative Services, the Company Administration Services, the Foundation Services, the Trust Services and the Family Governance Services provided by Oak Bahamas in respect of a “Managed Entity.”

Third Party Service Provider refers to any third party person or organization that is authorized to act on behalf of Oak Bahamas to provide any Administrative Services and such third party’s delegate.

Trust means any Settlement, Declaration of Trust or Will Trust to or in respect of which Oak Bahamas provides Trust Services.

Trust Services mean all services provided by Oak Bahamas in respect of any trust arrangement, including acting as trustee of a Trust, nominee in connection with a Managed Entity or separately for a Client personally or otherwise, and any other planning and consultancy services in connection with the provision of Trust Services or any other trust arrangements to be established.

2. Confidentiality

i) Information relating to you and or to your business, finances or other matters, including personal data and relating to personal data of any other beneficial owner, shareholder, director, officer and/or employee and/or consultant of any Entity, which we may have obtained in connection with providing the Services, is kept confidential and will not be disclosed to third parties outside the Oak Group except:

1. if permitted or required by any applicable law, court order or any regulatory requirement) or where failure to make such disclosure would expose Oak Bahamas to civil liability or risk of prosecution in any jurisdiction or otherwise be prejudicial to Oak Bahamas, the Beneficiary, Client or the Managed Entity;

2. as expressly permitted by any provision of any agreement, or trust instrument relating to a Trust, or if otherwise agreed by or on behalf of the persons to whom the Personal Information relates; 

3. disclosures to professional advisers in connection with the provision of the Services; or

4. for the purposes of providing the Services or for a purpose which Oak Bahamas determines to be in the best interests of a Beneficiary or Managed Entity or, if Oak Bahamas determines that disclosure is required or appropriate, in connection with any dispute or litigation concerning the provision of the Services or the Client.

ii) Oak Bahamas may also disclose Personal Information to (i) any Affiliates, (ii) Third Party Service Providers, (iii) other Third Party financial institutions at which the Client maintains or opens an account in his name or in the name of the Beneficiary or the Managed Entity, or has a relationship, in accordance with their due diligence requirements, or (iv) as necessary for the purpose of an assignment and/or transfer in accordance with clause 20 below.

iii) Oak Bahamas may also provide Personal Information to investigative agencies, to enable Oak Bahamas to undertake more detailed due diligence enquiries about a Beneficiary, Client, Managed Entity, its associates, shareholders and/or members of their families as the case may be.

3. Data Protection

i) Oak Bahamas shall process Personal Information including, sensitive personal data, strictly in accordance with applicable law.

ii) Oak Bahamas may use, store, control or otherwise process personal data and other information about you or the Managed Entity for the purpose of fulfilling our obligations and the Services under these Terms and Conditions and any applicable law or regulation including for the avoidance of doubt the Data Protection (Privacy of Personal Information) Act (DPA). You agree that we may disclose any information relating to the engagement, including Personal Information, for the purposes of obtaining advice on matters of foreign law or other matters, to foreign legal and other advisers including those outside of The Bahamas which may not provide the same level of data protection as the jurisdiction in which you and/or we are based. If on your authority we are working in conjunction with other professional advisers we will assume that we have your consent to disclose any relevant aspect of your affairs, including your Personal Information to them, including those outside The Bahamas.

iii) You agree that we may provide your Personal Information to our other partnerships and associated entities within the Oak Group, and our service providers and agents including those outside of The Bahamas for the purposes of providing and improving our services, client identification and vetting, anti-money laundering, billing and administration, financial management, statistical analysis, training, research and development, IT and disaster recovery arrangements, security and marketing. You agree that we may also receive personal data about you from third party service providers and agents involved in client identification and vetting. Personal Information may include special category data consisting of information as to racial or ethnic origin, political opinions, religious beliefs, trade union membership, physical or mental health or conditions, sexual orientation, the commission or alleged commission of any offence, proceedings or the disposal of proceedings for any such offence or any sentence of a court for such proceedings.

iv) You hereby consent to our obtaining, use, processing and/or disclosure of such special category Personal Information as referred to above.

v) Oak Bahamas will maintain in place all reasonable measures to ensure confidentiality of all personal data and the processing and transfer of any personal data abroad shall comply with all applicable data protection laws.

vi) Our other partnerships and associated entities within the Oak Group as well as we, may contact you by mail, email, fax, telephone, or other means and/or send you details of services and other marketing material, such as legal and other updates. You hereby consent to such disclosure and use of Personal Information.

vii) You may however notify us in writing that you wish to withdraw such consent.

viii) Telephone calls may be recorded or monitored for the purpose of training, security, checking instructions, verifying any relevant person's identity and ensuring we are meeting our service standards and regulatory obligations. These recordings may be used as evidence if there is a dispute.

ix) Subject to any applicable law or regulation, in accordance with the DPA, you have the right to request a copy of your Personal Information and to correct any inaccuracies in your Personal Information. We may charge a fee where a request is repetitive or if additional copies of the data are requested or in any other circumstances where we deem a request to be manifestly excessive.

x) We will be entitled and are irrevocably authorised to open and read all and any correspondence, letter, fax, or other communication received at our address which is addressed to you or any officer of any Managed Entity.

xi) For further details in respect of the controlling and processing of your data by the Oak Group, please see the Privacy Notice at https://www.oak.group/privacy.

xii) If you are a data controller or data processor for others, and you provide to us personal data relating to others, then you confirm to us that you have a legal basis for doing so under applicable data protection laws and where that legal basis is consent, then you confirm you have lawfully obtained the consent of the relevant individuals to our using their personal data as part of your engagement with us.

4. Acceptance and Due Diligence procedures

i) Oak Bahamas will not transact business for a Client or in relation to a Managed Entity until such time as its client acceptance procedures for the purposes of satisfying CDD, AML/CFT regulatory requirements, as may be in force from time to time, have been completed to its satisfaction.

ii) Oak Bahamas reserves the right at any time to terminate its Services in respect of any Managed Entity, any Administration Agreement and its relationship with any Client or Managed Entity if its client acceptance procedures, CDD, AML/CFT or any ongoing due diligence requirements are not completed to the satisfaction of Oak Bahamas within a reasonable period from the date of request by Oak Bahamas for any documents or information required.

iii) In the event that any Services, Administration Agreement or relationship between Oak Bahamas and a Client or Managed Entity is terminated in accordance with this clause, any funds which may be held at the date of such termination shall be paid (at Oak Bahamas’ option) only to a bank account held in the name of the relevant Beneficiary, Client, Principal or Managed Entity.

iv) On receipt of any monies, from time to time, by or on behalf of any Managed Entity Oak Bahamas must be satisfied that its CDD, AML/CFT and due diligence procedures, including but not limited to confirmation of source of such funds, have been completed.  If funds are received prior to Oak Bahamas completing its due diligence then Oak Bahamas may return these funds. Oak Bahamas will not accept any liability for any loss on the part of the remitting party in such circumstances.

5. Client Covenants and Undertakings

Every Client confirms, undertakes and covenants to Oak Bahamas:

i) that any asset under the ownership and control of a Managed Entity has been lawfully acquired and is not derived from or otherwise connected with any illegal activity;

ii) to execute, sign, perfect and do, and if required, register, all documents, acts or things contemplated by the Services or required by Oak Bahamas or any applicable legislation or regulation, notice and circulars;

iii) that no Managed Entity will be engaged or involved directly or indirectly in any unlawful activity or be used for any unlawful purpose and the Client will keep Oak Bahamas adequately informed as to all business to be transacted in the name of or for the account of the Client and the Client will use its best endeavours to ensure that any Managed Entity is run in a proper manner and complies with all applicable laws and regulations;

iv) that the Client has taken appropriate independent tax and other advice with regard to the establishment, conduct and use of a Managed Entity;

v) that no instructions given to Oak Bahamas will require or involve any unlawful act or contain any falsehood and all information given will be accurate and not misleading;

vi) that where the Services include the provision of officers or directors for a Managed Entity, the Client will not take any action with regard to the Managed Entity nor enter into any contract on its behalf without the consent of Oak Bahamas; and 

vii) that the Client shall disclose or procure the disclosure to Oak Bahamas, upon request, of any and all information concerning any Managed Entity or its business.

6. Change in Circumstances regarding US Tax Status of Client

i) Upon the occurrence of any event which would change the information provided at the time of the establishment of the relationship to allow Oak Bahamas to determine the status of any Notifiable Person as a U.S. Person pursuant to the U.S. FATCA (Foreign Account Tax Compliance Act) the Client and each Notifiable Person hereby undertakes to submit an updated W-9 (or alternative) form.

ii) Should the Client or any Notifiable Person fail to comply with his/her obligation to give the required documentation to Oak Bahamas, he/she hereby waives and releases any protections afforded to the Client/Notifiable Person under the Data Protection and Banking Confidentiality laws of The Bahamas. He/she furthermore explicitly authorizes Oak Bahamas to give any information relative to him/her to the Bahamian Competent Authority as defined in the Intergovernmental Agreement between the United States and The Bahamas.

iii) The Client and each Notifiable person acknowledges that, in case of change in circumstances, failure to provide the documents required to determine the status of U.S. /non U.S. Persons will qualify the structure as “recalcitrant” pursuant to the terms of the intergovernmental agreement between the United States and The Bahamas, and applicable regulations and laws. In such case, the structure will be reported on an aggregated basis to the Competent Authority for onward transmission to the IRS. The provision of this aggregate information may give rise to a group request by the IRS for specific information about the Client and the structure. 

iv) The Client and each Notifiable Person furthermore acknowledges that any information so disclosed by the Bahamian Competent Authority to the U.S. tax authorities is no longer subject to the laws of The Bahamas but to the laws of The United States of America. 

7. Instructions

i) Where it is appropriate for Oak Bahamas to be so instructed, Oak Bahamas shall deal with and act upon instructions in a timely manner and undertakes to use reasonable endeavours to do so, but does not undertake to act on instructions immediately or on the same or next business day or to meet any specific deadline (unless otherwise agreed in writing) and shall not incur any liability for any loss arising by reason of the length of time taken to so act upon instructions.

ii) Where Oak Bahamas exercises a discretionary power or has any fiduciary duty, it shall for the avoidance of doubt not be obliged to seek or act in accordance with any purported instructions from any Beneficiary.

iii) No liability or responsibility whatsoever will arise on the part of Oak Bahamas under these Terms and Conditions or in relation to the provision of the Services in respect of risks associated with communication (with the Client, Beneficiary, Principal or any other party) by internet or email including (but without limitation) lack of security, unreliability of delivery and possible loss of confidentiality and privilege.

iv) Oak Bahamas shall be held harmless and shall be indemnified by the Managed Entity against any and all loss, loss of profit, damages or other liability resulting to any Client, Beneficiary, Principal or Managed Entity and arising directly or indirectly from Oak Bahamas accepting instructions given by telephone, facsimile, email or any other means of communication with or without authentication.

v) With regard to telephone, facsimile, email or other instructions or requests subsequently confirmed in writing, should there be a conflict between Oak Bahamas’ interpretation of the telephone, , facsimile, email of other instructions or requests and the written instructions or requests later received, Oak Bahamas shall be entitled to rely on the telephone, facsimile, email or other instructions or requests it first believed that it had received, without any liability for mistake or error.

8. Complaints

Should any Client or Beneficiary be dissatisfied with any aspect of the Services provided, the Client or Beneficiary should write to Oak Bahamas addressing their complaint to the Director responsible for those Services. The complaint will then be dealt with in accordance with Oak Bahamas’ complaints procedures.

9. Remuneration

i. Oak Bahamas shall be entitled to charge fees for its Services in accordance with its published Fee Scale as amended from time to time, except where a separate written fee agreement or engagement letter has been entered into in relation to the Services. Where such a separate fee agreement/engagement letter is in place, the fees agreed to therein will be subject to review on an annual basis.

ii. The remuneration payable to Oak Bahamas, shall be exclusive of all costs, deductions and expenses properly incurred and payable in the administration of the Managed Entity or otherwise in connection with any Services provided in relation to the relevant Managed Entity (including, but not limited to, legal costs, stamp and other taxes and duties and bank charges).

iii. Each Managed Entity shall maintain and, where relevant, the Client or the Principal shall ensure that the Managed Entity shall maintain a minimum cash balance sufficient to meet the following twelve (12) months’ outgoings including fees, disbursements and contingencies. Overdraft interest, at the then prevailing interest rate at Oak Bahamas’ bankers, may be charged to the Managed Entity where a shortfall arises as a result of insufficient funds being held to cover such outgoings.

iv. Where management and administration fees are charged on an ad valorem or a fixed fee basis, Oak Bahamas may settle such fees from assets at the disposal of the Managed Entity as and when the fees become due and payable without further reference to any party. Where management and administration fees are charged on a time spent basis, Oak Bahamas will make reasonable efforts to inform and obtain approval from the Managed Entity or any Principal or the Client, in relation to the level of time spent by staff in managing and administering the Managed Entity.

v. Payment of any remuneration or disbursements in respect of the Services provided in relation to any Managed Entity shall be settled from the assets at the disposal of the Managed Entity if not settled within thirty (30) days of request. To the extent that any remuneration or disbursements or other expenses whatsoever owing to Oak Bahamas are not discharged within thirty (30) days from the raising of an invoice, Oak Bahamas shall be entitled to charge interest on the outstanding amount at a rate equivalent to 1% per month, and Oak Bahamas shall be under no obligation to carry out any further work in relation to any Managed Entity on any matter until all overdue amounts have been paid.

vi. Oak Bahamas reserves the right to charge fees in advance in accordance with its published Fee Scale as amended from time to time.

vii. For the purposes of charging fees on an ad valorem basis Oak Bahamas may adopt such valuation of the assets of the Managed Entity as Oak Bahamas in its discretion thinks fit where any such assets are not such that the market value thereof can be readily ascertained for the purposes of calculating its remuneration (but so that Oak Bahamas may always adopt an estimated valuation so as to avoid the cost of actual revaluation on a current market basis); and 

viii. Oak Bahamas may calculate the value of the assets relevant to any Managed Entity for fee purposes ignoring any liabilities or contingent liabilities to which the relevant Managed Entity is subject.

10. Commissions

Oak Bahamas shall be entitled to retain for its own account any commission, benefit or profit (whether direct or indirect) and including but not limited to, all commissions, or shares of commissions, payable customarily in connection with the provision of its Services provided that the retention of such commission is expressly authorised by the terms of the trust instrument or other agreement relevant to the Managed Entity. 

11. Recording of Phone Calls

To help Oak Bahamas improve its service and in the interests of security, Oak Bahamas may monitor and/or record all telephone calls. Such recordings shall remain the sole property of Oak Bahamas and Oak Bahamas shall have the authority to deliver copies or transcripts of such recordings to any court, tribunal, arbitrator or regulatory authority of competent jurisdiction as it sees fit.

12. Document Retention and Electronic Archiving

i) Oak Bahamas shall not be required to retain hard copy originals of any documents (except Permanent Documents) and correspondence in relation to the Services for a period of more than 3 years after the original was created, subject to such documentation and correspondence being scanned, indexed and stored indefinitely in electronic format. Permanent Documents shall be scanned, indexed, and held in electronic format and the originals of such Permanent Documents shall be held indefinitely in safe custody. Except in the case of Oak Bahamas’ gross negligence or wilful default, the Client specifically exempts Oak Bahamas from any liability arising from this practice.

ii) All information and data held by Oak Bahamas on any computer system is solely the property of Oak Bahamas and is for the sole use of Oak Bahamas in the provision of its Services. Oak Bahamas shall have the right to retain copies of all such information and data for as long as it sees fit subject always to its ongoing duty of confidentiality as far as its Clients are concerned.

iii) Where, as part of the provision of Services, Oak Bahamas has created internal memoranda, attendance notes, reports and any other documents concerning any Managed Entity and/or the Client and/or any other relevant person for its own purposes, such documents shall not belong to such Managed Entity nor the Client and Oak Bahamas shall not be obliged to hand over originals or copies of any such documents unless ordered to do so by a court of competent jurisdiction or unless their provision is necessary for Oak to lawfully respond to an individual subject data access request for personal information.

iv) We reserve the right to charge a fee for retrieving any such papers or files or providing any information from them at your instruction. 

13. Safe Custody

The Safe custody facilities in which Oak Bahamas shall hold Permanent Documents are carefully regulated and controlled and designed to limit the possibility of unauthorised access or damage by fire. Oak Bahamas does not accept items of value such as jewellery and bearer share certificates into its safe custody facilities. Oak Bahamas accepts no responsibility for any Permanent Documents held in safe custody that are damaged or lost as a result of theft, fire or water damage, in the absence of gross negligence by Oak Bahamas or its officers, directors or employees.

14. Legal and Taxation

Oak Bahamas does not provide advice on the legal or tax implications of establishing or administering any proposed trust, corporate or other structure or entering into any arrangements for which Oak Bahamas is asked to provide the Services or act in any capacity in connection therewith. Oak Bahamas recommends that all Clients seek independent advice regarding their legal and tax position with respect to the Services to be provided before engaging Oak Bahamas.

15. Outsourcing of services

i) Oak Bahamas may outsource any of the Administrative Services to a Third Party Service Provider whether or not it is an affiliate or subsidiary of Oak Bahamas. The Third Party Service Provider may be located in, and provide the Administrative Services from, a jurisdiction which may not have the benefit of equivalent data protection legislation, and provide such Administrative Services on terms as agreed between the Third Party Services Provider and Oak Bahamas from time to time.

ii) Oak Bahamas may disclose or transfer Personal Information to a Third Party Service Provider, in accordance with clause 3 and clause 12 below, where the Third party Service Provider requires such Personal Information in order to be able to provide the Administrative Services. The Third Party Services Provider may process such Personal Information, as required, as if Oak Bahamas were undertaking the Administrative Services itself. The Third Party Service Provider shall only be provided with the information necessary to perform the Administrative Services. 

17. Contravention of any Law or Regulation

Oak Bahamas shall not be bound to take or refrain from taking any action whatsoever which could in Oak Bahamas’ sole opinion result in a contravention of any law or regulation in force from time to time in the Bahamas or any relevant jurisdiction.

Oak Bahamas reserves the right not to comply with any request which in its sole opinion could potentially result in any such contravention or which in its sole opinion could result in damage to its reputation or good standing or expose it to civil liability or risk of prosecution in any jurisdiction.

18. Force Majeure

Oak Bahamas shall have no liability whatsoever for any failure or delay in the performance of its Services or for loss or damage of whatever kind and wherever occurring resulting from factors over which it has no control including, but without limitation, acts of God, acts of civil or military authority or governmental acts, earthquakes, fires, storms, hurricanes, tempests, floods, acts of terrorism or, wars, civil or military disturbances, sabotage, epidemics, riots, accidents, labour disputes, strikes, industrial action, loss or malfunction of utilities, computers (hardware or software) or communication services, errors, omissions, distortions, interruptions and/or delays in transmissions or delivery of post or communications in any medium or format howsoever caused or for loss or damage of whatever kind and wherever occurring outside of Oak Bahamas’ reasonable control.

19. Variations

i) Oak Bahamas reserves the right to vary or modify these Terms and Conditions from time to time to such extent as it shall see fit.

ii) In the event that Oak Bahamas proposes any change to the Terms and Conditions which are considered by Oak Bahamas to be material, Oak Bahamas shall notify the Client and Notifiable Persons in writing of such change in accordance with notification arrangements agreed between Oak Bahamas, the Client or Notifiable Persons (if any), or otherwise as Oak Bahamas shall see fit.

The changes shall be deemed accepted and come into effect if no objection has been notified by the Client or any Notifiable Persons to Oak Bahamas, in writing, within 30 days of notice being (i) sent in writing, or (ii) posted on Oak Bahamas’ website, whichever is the later.

iii) Any non-material changes to these Terms and Conditions will be posted on Oak Bahamas’ website and will be deemed to take effect immediately thereafter

20. Assignment

i) Neither the Managed Entity nor the Client may assign or transfer any of their respective rights or obligations under these Terms and Conditions without the prior written consent of Oak Bahamas.

ii) Subject to any applicable laws, and regulations Oak Bahamas may at any time assign and transfer its rights and obligations under these Terms and Conditions and any Administration Agreement or transfer the trusteeship of any Trust for which it acts as an Associate, or any other company or firm authorized to carry on trust company business in the Bahamas or any other jurisdiction in the world.

21. Termination

i) To the extent permitted by law and any agreement governing the provision of the Services, Oak Bahamas may resign from providing any Services at any time. Should the provision of any Services be withdrawn, Oak Bahamas shall incur no liability for any direct or indirect loss or loss of profit that any Managed Entity, Client, or Beneficiary may sustain.

ii) Subject to the provisions of any trust instrument or agreement which may have alternative provisions in relation to termination, the Services may be terminated by either Oak Bahamas or any other party at any time immediately on giving 90 days’ written notice effective on receipt (or at such later time as specified in the said notice).

iii) Oak Bahamas shall have the option to terminate the Services immediately in the event that:

1. the Managed Entity suffers a receiver, judicial manager, administrative receiver, administrator or liquidator to be appointed over it or any of its assets (if a body corporate) or is subject to any other equivalent procedures in any jurisdiction (including, in the case of a trust, the making of an administration order in respect of the trust’s affairs); or
2. the Managed Entity is unable to pay its lawful debts as they fall due; or 
3. a judicial award  has been levied upon or other execution has been effected against the whole or any part of the property of the Managed Entity; or
4. the Managed Entity takes up residency or carries on any business in a country where Oak Bahamas is not permitted or authorized to provide Services to residents of that country.

iii) Termination of the Services shall be without prejudice to the completion of any Services already in process. 

iv) Upon termination Oak Bahamas shall be entitled to charge the Client or the managed Entity (as the case may be):

1. any fees or expenses incurred by Oak Bahamas in terminating the Services or directly attributable to the termination of the Services; and
2. any losses realized in settling or conducting outstanding Services to be provided; and
3. any termination fees payable under any agreement governing the provision of the Services;
4. time spent fees involved in the transfer of a trust or Managed Entity to a successor trustee or alternative service provider in accordance with Oak Bahamas’ Fee Scale in place from time to time.

v) To the extent permitted by law, clause 2 (Confidentiality) and clause 3 (Data Protection) will continue in full force and effect (together with any other provisions necessary to make clause 2 and clause 3 above operable) despite termination of the Services.

22. Indemnity

The Client shall indemnify and hold harmless Oak Bahamas and its directors, officers, employees, nominees, sub-contractors, servants and agents and each of them from and against any and all liabilities, obligations, losses, damages, taxes, duties, fees, claims, proceedings, demands, charges, costs, expenses and disbursements of any kind (including, without limitation, any estate, death or other tax or duty arising in relation to the death of the Client) (the “Claims”) which may be imposed on or incurred by or asserted against Oak Bahamas or any such directors, officers, employees, nominees, sub-contractors, servants and agents, in any way relating to or (a) arising from the Client's use of the Services; (b) any failure by the Client to comply with any terms and conditions prescribed by Oak Bahamas and/or any applicable laws, rules, regulations, notices, guidelines and circulars (whether of a regulatory authority or self-regulatory organisations which directly or indirectly have any application to the Services); and (c) arising out of the performance of the duties of Oak Bahamas under these Terms and Conditions (including, without limitation, the provision of the Services by Oak Bahamas to the Client), provided that this indemnity shall not extend to any Claims arising solely from the gross negligence or wilful default of Oak Bahamas or any of its directors, officers or employees. Such indemnity shall be in addition to and without prejudice to any indemnity allowed by law.

Without prejudice to the generality of the foregoing provisions, the Client covenants and undertakes to pay to Oak Bahamas by way of indemnity at any time and from time to time upon demand all moneys and liabilities whatsoever which may from time to time be claimed by Oak Bahamas or which Oak Bahamas may pay or become liable to pay or sustain, incur, or suffer under or by reason of or in connection with any contingent liability. 

The Client shall make payment to Oak Bahamas following such demand, notwithstanding that at the time of the claim or demand Oak Bahamas is not liable or required by law to make any payment under or in connection with the contingent liability.

23. General

i) Application

These Terms and Conditions apply to private clients and such corporate clients as are serviced by Oak Bahamas. 

ii) Conflicts of Interest

Oak Bahamas will endeavour to avoid any conflict of interest arising, but where a conflict of interest does arise, Oak Bahamas or any of its affiliates shall disclose the conflict, apply internal rules of confidentiality, decline to act or take such other action as it considers to be appropriate, unless written instructions are received from the Client to the contrary.

iii) Reliance

The Client acknowledges and confirms that in accepting these Terms and Conditions, the Client has not relied on any representation or documents other than as contained in the Terms and Conditions.

iv) Severance

If any provision or clause of these Terms and Conditions is or becomes void or unenforceable in whole or in part it shall not affect the validity of the remaining provisions and clauses of these Terms and Conditions.

v) Entire agreement

The relationship between the Client, any Beneficiary, or Managed Entity and Oak Bahamas in respect of the Services is as described in these Terms and Conditions. Where the provisions of these Terms and Conditions conflict with any agreement in relation to the Services, including for the avoidance of doubt any Administration Agreement or a trust instrument in relation to a Trust, the provisions of that agreement and trust instrument shall prevail over these Terms and Conditions.

vi) No Waiver

The failure of Oak Bahamas to exercise any right or remedy provided by these Terms and Conditions or by law or any delay in the exercise thereof shall not constitute a waiver of such right or remedy or any other rights or remedies. No single or partial exercise of a right or remedy provided by these Terms and Conditions or by law shall prevent any further exercise of such right or remedy or the exercise of another right or remedy. 

24. Governing Law

These Terms and Conditions shall be governed by and construed in accordance with the laws of the Commonwealth of The Bahamas. In the event of any dispute concerning Oak Bahamas and the Client, the Client submits to the non-exclusive jurisdiction of the Courts of the Commonwealth of The Bahamas. The Client acknowledges and agrees that Oak Bahamas shall also be entitled to bring proceedings against the Client in the jurisdiction of residence of the Client, or in any other competent jurisdiction, in which event Bahamian law shall remain applicable.