These additional terms and conditions supplement the ‘Terms of Engagement’ between ‘FCS Compliance Ltd’ and the client which identify the engagement to which they relate.
1 Limited Company
1.1 FCS Compliance Ltd is constituted as a limited company with Companies House and registered as company number 9971538 and the registered office of the Company is at 37 Battersea Square, Battersea, London, SW11 3RA.
2 Limitation of liability
2.1. Nothing in these terms limits any liability which cannot legally be limited, including without limitation liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation.
2.2 Subject to paragraph 2.1, if you are a business, we will not be liable to you, whether in contract, tort (including negligence), for breach of statutory duty or otherwise, arising under or in connection with this agreement for any indirect or consequential loss.
2.3 Subject to paragraph 2.1, FCS will not be liable to the client, whether in contract, tort (including negligence), for breach of statutory duty or otherwise, arising under or in connection with this agreement for any loss arising as a result of:
(a) FCS complying with our legal and regulatory duties;
(b) errors or defects in third party services instructed by us on your behalf or used by us in the provision of services to you, provided we use reasonable skill and care in selecting and appointing those third parties;
(c) circumstances beyond our reasonable control;
(d) loss or damage caused by email use, provided we have taken reasonable security measures; or
(e) failure of any bank.
2.4 The relevant aggregate liability of FCS for the Total Damage (as defined below) shall be limited as set out in our engagement letter.
2.5. For the purposes of this engagement letter “the Total Damage” shall mean the aggregate of all losses or damages (including interest thereon if any) and costs suffered or incurred, directly or indirectly, by the addressees of this letter (together with such other parties, including, where appropriate, the lay client identified in the engagement letter, whom the Firm and such original addressees have agreed may have the benefit of and rely upon our work on the terms hereof) (together “Addressees”) under or in connection with this engagement or its subject matter (as the same may be amended or varied) and any report prepared pursuant to it, including as a result of breach of contract, breach of statutory duty, tort (including negligence), or other act or omission by the Firm but excluding any such losses, damages or costs arising from the fraud or dishonesty of the Firm or in respect of liabilities which cannot lawfully be limited or excluded.
2.6. Where there is more than one Addressee the relevant limit of liability specified in our engagement letter will have to be allocated between Addressees. It is agreed that such allocation will be entirely a matter for the Addressees, who shall be under no obligation to inform the Firm of it, provided always that if (for whatever reason) no such allocation is agreed, no Addressee shall dispute the validity, enforceability or operation of the limit of liability on the ground that no such allocation was agreed.
3.1. In respect of all services, the Total Damage suffered or incurred by the Addressee(s) of this letter shall be limited to the proportion of the Total Damage which may be justly and equitably attributed to FCS Compliance Ltd after taking into account the contributory negligence (if any) of the addressee(s) and any other third party found to be liable to contribute to the Total Damage pursuant to the Civil Liability (Contribution) Act 1978.
4 Scope of limitation of liability
4.1. The limitation of liability referred to in this schedule refers to all services undertaken by FCS in relation to this engagement letter. Our maximum liability for all services provided by us in relation to this engagement shall be limited as set out in our engagement letter.
5 Ownership of records
5.1. All documents compiled for the purposes of undertaking Customer Due Diligence e.g. papers, letters, memoranda, file notes of meetings and telephone calls, e-mails etc and copies of other original documents FCS create or receive either as principal in our own right or as agent for the client will be supplied to the client. For the avoidance of doubt, FCS will not assert such ownership rights to documents provided to FCS as part of the Customer Due Diligence process or offering consultancy advice relating to AML.
6 Force majeure
6.1. No party to this agreement shall be in breach or held in any way responsible for any failure or delay to fulfil its obligations under this Agreement if such failure or delay has been caused (directly or indirectly) by circumstances or causes beyond the reasonable control of the defaulting party. A force majeure event shall include but not be limited to: war, riot, acts of terrorism, industrial action, acts of God, flood, drought, earthquake or other natural disaster, epidemic or pandemic, accident or equipment failure (except where such accident or equipment failure has been caused by the negligence of the defaulting party, its agents or otherwise).
7 The Contracts (Rights of Third Parties) Act 1999 in respect of the firm
7.1 Unless it expressly states otherwise, this agreement and these terms do not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement. The rights of the parties to rescind or vary this agreement are not subject to the consent of any other person.
8 General Data Protection Regulation [GDPR] & Data Protection Act 2018 [DPA]
8.1. We confirm that we are aware of our obligations under the GDPR as defined above and we will take appropriate technical and organisational measures to comply with all our obligations under GDPR when processing Personal Data supplied by you. All terms used in this paragraph have the same meaning as in GDPR.
8.2. In the conduct of our professional services, FCS may need to collect and use personal information about the client or its customers, agents or contractors, which we will hold as data controllers under GDPR. The client confirms that they will comply with any obligations that you may have under GDPR when providing FCS with this personal information.
8.3. All such personal information will be held and processed strictly in accordance with the provisions of GDPR and will only be used to provide professional services agreed under this engagement letter and for related purposes (including updating client records and legal and regulatory compliance). FCS will not, without consent, provide any such personal information to any third party except that where such transfer is a necessary part of the services provided, or the firm is required to do so by operation of law.
8.4. All individuals have a right under GDPR to obtain details of information held on them by this firm. If you/your partners/your company/your trustees/your clients or customers and your or their employees, agents or contractors wish to exercise this right please contact the firm.
FCS is registered with the Information Commissioner’s office and its Data Protection Policy can also be found on the FCS website: www.fcscompliance.co.uk/data-protection-policy
9 Bribery Act 2010
9.1. The policy of FCS is to conduct all of its business in an honest and ethical manner, and to comply with all applicable anti-corruption legislation, including the Bribery Act 2010. The firm takes a zero-tolerance approach to bribery and corruption and is committed to acting professionally and with integrity in all its business dealings and relationships whether in the UK or abroad. Where FCS instructs any third party on behalf of the client to provide services in relation to any engagement, FCS will implement proportionate risk-based procedures which are designed to prevent any relevant third party from engaging in, or agreeing to engage in, any acts of bribery or corruption in relation to the services that are provided.
10 Third Party Service Providers
In the course of our work for you under this engagement FCS may obtain advice and/or other services from third parties. FCS and the client agree that in that event the terms of this engagement will apply for the benefit with respect to any work that they carry out in respect of or in relation to this engagement
11 Quality of service
11.1. If at any time the client wishes to discuss how the services provided could be improved, or the client is dissatisfied with the service they are receiving they should contact the Managing Director of FCS, James Golfar.
11.2. FCS encourage the client to raise any concerns or complaints as soon as possible so that FCS can try to resolve matters straight away.
11.3 FCS shall look into any complaint carefully and promptly and do all that it can to explain the position to the client and do everything reasonable to resolve any issue.
12 Disputes and mediation
12.1. In the unlikely event of a dispute arising out of or relating to this engagement it is mutually agreed between the parties that before embarking on litigation proceedings FCS and the client will attempt to resolve it through negotiations. If the matter is not resolved through negotiation within  weeks from initial communications regarding the dispute, either party may give the other notice in writing that they shall seek to appoint an independent mediator (ADR Notice). FCS and the client shall endeavour to mutually agree upon the nomination and appointment of an independent Mediator. Should either FCS or the client fail to concur in such nomination and appointment within 14 days of the ADR Notice, either party may apply to the Centre for Effective Dispute Resolution (CEDR at www.cedr.co.uk), for the appointment of a Mediator.
12.2. Both FCS and the client will give due weight to the views of the Mediator and will hope to resolve the dispute as a result thereof but such mediation is not binding and after the mediation, either party can resort to other means of dispute resolution that will be binding and enforceable. No party may commence any court proceedings in relation to any dispute arising out of this agreement until it has attempted to settle the dispute by mediation and either the mediation has terminated or the other party has failed to participate in the mediation, provided that the right to issue proceedings is not prejudiced by a delay.