IFAC and The BAT namely: IFAC Ltd (Company Number 05386389) trading as IFAC Ltd, registered office: IFAC, Andoversford Business Park, Andoversford, Cheltenham, Gloucestershire, GL54 4LB
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, the shall have the following meanings:-
Applications - means applications for any Contracts.
Approved Person - means a person authorised by the Company in accordance with Section 59 of the Act and who is engaged under a contract of or for service by the Member to carry on Investment Business.
Business - means the financial services business for which the Company is authorised by the regulatory authorities
Charges - means all charges due from the Member to the Company in accordance with the Company's current Membership Charges as revised from time to time.
Client - means the same as defined in the Rules.
Contract(s) - means any financial, general insurance or mortgage related product or such other financial products and services of any other nature in which the Company may be authorised to conduct business.
FCA - means The Financial Conduct Authority or any successor regulatory body succeeding to all or any of the responsibilities of the FCA.
Investment(s) - means those investments set out in Part III of the Financial Services and Markets Act (Regulated Activities) Order 2001.
Investment Business - means carrying out any of the activities specified in Part II of the Financial Services and Markets Act (Regulated Activities) Order 2001.
Membership Charges - means the schedule of charges made by the Company to the Member as varied from time to time and shown on the Company Intranet.
www.bat.ifac.eu - means the computer based information system belonging to BAT that connects the Company and the Member.
Regulatory Fees - means fees and charges raised by the FCA, Financial Services Compensation Scheme and Financial Ombudsman or such other bodies as may replace them.
Regulatory Requirements - means the requirements imposed by the Act, the Rules and the legislation and the rules and regulations of the FCA, Financial Services Compensation Scheme, Data Protection Registrar, Consumer Credit Act and any other body or act of Parliament which regulates the insurance, investment, banking, credit, data protection, mortgage or financial industry or their products by way of voluntary code or mandate.
Services - means those services specified in the attached Schedule to this Agreement to be provided by the Company.
Term - means the period from the date of this Agreement to the date of its termination.
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. Thereafter it may be terminated either in accordance with clause 6 or by either party providing the other with not less than 6 months written notice 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.
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.
4.1 The Company may, in its absolute discretion, require the fee agreement to be amended to reflect the additional work required.
4.2 There are no other obligations on the Member, except to pay for the advice and services as received according to this agreement.
4.3 The Member warrants to the Company that:-all information provided in its application to be a member are true, accurate and complete when given and remains so at the date of this Agreement.
5.1 The Company undertakes that it shall provide related benefits as set out in the Schedule.
6.1 This Agreement may be terminated by the Company immediately if the Member:
6.1.1 is in breach of any term of this Agreement which the Company considers material or the Company has reasonable grounds to
6.1.2 suspect that the Member has committed what the Company considers to be a material breach,
6.1.3 the Member becomes or threatens or appears to be insolvent,
6.1.4 the Member brings itself or the Company into disrepute with the public, Clients or the FCA,
6.1.5 there is a material (in the opinion of the Company) change of ownership, control or management of the Member.
7.1 The Company is registered under the Data Protection Acts 1998 and 2018 (DPA). 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 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 and the Member may process Client information.
7.3 The parties each undertake to the other to comply with their obligations under the DPA 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.
8.1 After termination the Member shall not for a period of 12 months:
8.1.1 solicit or approach with a view to enticing them away from the Company any employee, contractor or director of the Company (or any person in the same group of companies).
8.1.2 to entice away or to allow any person under its control to entice away from the Company any other Member of or adviser in the network of Members.
9.1 Notices under this Agreement shall be in writing and sent by first class prepaid post or facsimile 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 on receipt by facsimile.
10.1 This Agreement shall not be capable of assignment by the Member.
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).