The Company:
IFAC namely: IFAC Ltd (Company Number 05386389) trading as IFAC Ltd, registered office: Colgate Farm, Ham Rd, Charlton Kings, Cheltenham GL54 4EZ, United Kingdom
and
The Member (as defined)
This is an agreement between the member and the Company, whereby the member will be supplied of compliance and technology services as laid out in the attached schedule of services.
In summary The Company is to provide advice and assistance to the member in accordance with the attached document which may be updated from time to time.
The Company will collect a payment plus VAT from the Member for the services provided by IFAC Ltd and including VAT if applicable for the BAT.
1.1 In this Agreement where the context so admits, they shall have the following meanings:
1.2 Words and phrases defined in the Rules shall have the same meaning in this Agreement unless the context otherwise requires. In the event of any conflict between the Rules and provisions of this Agreement, the Rules shall prevail.
1.3 All references to a statute shall be construed as including references to any statutory modification consolidation or re-enactment (whether before or after the date of this Agreement) for the time being in force.
1.4 The headings in this Agreement are for ease of reference only and shall not affect its construction or interpretation.
2.1 Subject to Clause 2.2 this Agreement will take effect from the date as signed or the first monthly payment if later and shall continue for a minimum period of 12 months, such period annually renewable unless terminated by either party in accordance to the provisions of this agreement, or by either party providing the other with not less than 3 months written notice prior to the anniversary date or otherwise as the parties may agree in writing.
2.2 The costs levied under this agreement will be levied as per the attached schedule 1. of services.
2.3 The company will review all agreements annually during the month of July and fees will increase by 5%, or inflation (whichever is higher), on the 1st October each year.
2.3.1 In cases where the Member increases services between review periods, the company reserves the right to revise fees in accordance with the additional requirements at that time.
3.1 The Company hereby agrees to provide the Services to the member as per the attached schedule of services. The Member will be Directly Authorised by the FCA during the Term of the contract.
4.1 The Company may extend the scope, range of services, and level of fees to the Member by mutual consent.
4.2 There are no other obligations on the Member, except to pay for the services as delivered by the Company according to this agreement.
4.3 In the event that any fees payable under this clause are not paid within fourteen days of the date upon which payment is due interest shall be due to the Company on the unpaid sums at the rate of 8% above the Bank of England base rate from time to time. In addition no further work shall be completed until such time as the outstanding (late) fees are paid.
4.4 In the event of cancellation by the client of any face to face scheduled meeting/audit within 72 hours of the scheduled event, the client agrees to reimburse the company for any reasonable fees incurred by the company including accommodation, rail and aircraft ticket expenses.
4.5 The Member warrants to the Company that all information provided in its application to become a member is true, accurate and complete when given and remains so at the date and throughout the duration of this Agreement.
4.6 The Member warrants to the Company that responses to data and information requests in relation to any regulatory returns will be responded to in a timely manner and in any event, well in advance of the return deadline. Where any information provision is delayed, the Member understands that the Company (IFAC) will not be able to submit a return and that the Member is responsible for any FCA penalties imposed.
5.1 The Company undertakes to provide the services and related benefits as set out in the Schedule of Services.
5.2 The Company shall have no liability for:
5.3 In no circumstances shall the Company have any liability for any loss, cost, damages or other liability to the Member or any third party to the extent that the same arises from any failure of the Member to comply with any of its obligations under this Agreement.
5.4 The Company provides the Services to the Member for its sole use and is not responsible for any claim or other action arising from any other party.
6.1 This Agreement may be terminated by the Company immediately if the Member:
7.1 The Company is registered under the General Data Protection Regulations (GDPR) 2018. It is understood that the Company will keep personal and financial information, with regard to the Member's circumstances on file (electronic and/or paper based) as required.
7.2 The Member shall register, if not already registered under the DPA immediately upon the commencement of this Agreement and will maintain such registration throughout its course. The parties agree that both the Company, BAT and the Member may process Client information.
7.3 The parties each undertake to the other to comply with their obligations under the DPA / GDPR and the Member shall fully indemnify the Company against any claims, demands, costs and/or expenses arising as a result of a breach thereof.
7.4 The Member is entirely responsible for maintaining the confidentiality of their password and account for accessing their information on the Company's systems. The Member is entirely responsible for all activities that occur under their account and must not disclose their password to any third party. The Member agrees to notify the Company immediately of any unauthorised use of their account or any other breach of security. The Company will not be liable for any loss or damages that the Member may incur as a result of someone else using their password or account, either with or without their knowledge. The Member will be held liable for losses incurred by the Company or another party due to someone else using their account or password.
7.5 The parties shall at all times including after termination keep confidential any information relating to the Business, Clients or prospective clients, investments or finances of the other party save where disclosure is necessary under Regulatory Requirements.
7.6 The Member shall only be entitled during the term of this Agreement to use any logos, trademarks or trade names of the Company which the Company specifically authorises.
7.7 The Member hereby grant the Company and BAT a perpetual, worldwide, non-exclusive, royalty-free, sublicensable, and transferable license for machine learning, artificial intelligence, training, testing, improvement of the Services, Software, or BAT's other products, services, and software, or any combination thereof.
7.8 The Company retains the copyright and all other intellectual property rights in all written or other material provided to the Member. Any reproduction of such material, and the use of such material for purposes other than that for which it was expressly provided, any other use of this material is hereby prohibited without the prior written approval of the Company.
7.9 The Member agrees to notify the Company immediately it becomes aware of any breach of Clause 7.8.
8.1 Whilst a part of this Agreement and after termination for a period of 12 months, the Member shall not:
9.1 Notices under this Agreement shall be in writing and sent by first class prepaid post or email to the managing director or proprietor of the Member and the Company as relevant and shall be deemed delivered in the case of post 48 hours (Saturdays and Sundays excepted) after posting or 24 hours of sending where issued by email.
10.1 This Agreement shall not be capable of assignment by the Member or the Company without prior consent.
10.2 No failure or delay in exercising any right or remedy under this Agreement shall constitute a waiver thereof.
10.3 This agreement is governed by and shall be interpreted in accordance with English Law and the parties agree to submit to the exclusive jurisdiction of the English Courts.
10.4 No variation shall be effective unless in writing.
10.5 The parties do not intend this Agreement shall be enforceable by any third party as provided for by the Contracts (Rights of Third Parties Act 1999).