1. Application of Terms
1.1 The terms set out in these terms of business apply automatically to all dealings between Carter Seven and the person (including for the purpose of these terms any company, corporation, partnership, or other incorporated or unincorporated body) to whom our services are supplied. For the purpose of these terms, the supply of services to you will be termed our engagement.
1.2 Our services (agreed services) will be as set out in our engagement letter or otherwise as confirmed by us to you in writing, including for the purpose of these terms any form of electronic communication (engagement terms).
1.3 If there is any conflict between them, the engagement terms will prevail over these terms.
1.4 All work is carried out under these terms except where changes are expressly agreed in writing.
2. Identification
2.1 In order to comply with the provisions of the Proceeds of Crime Act 2002 we must, when first acting for you, establish your identity. It is therefore a condition of our engagement that you will supply us with such identification information as we may reasonably require or request from time to time. If we are not given satisfactory information in sufficient time we will not be able to act for you in respect of any engagement and you will be responsible for any loss suffered as a result of us not being able to act.
2.2 The Proceeds of Crime Act 2002 and The Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 (as amended) require us to maintain records of identification evidence. By agreeing to our terms of business you consent to us holding such information as we believe is required to comply with these requirements.
2.3 The Proceeds of Crime Act 2002 imposes on us wide-ranging statutory obligations to report to the relevant authority
circumstances of which we have knowledge or suspicion, that another person is engaged in certain criminal activities (including acquiring and possessing the proceeds of any crime). There is no de minimus level in respect of our obligations to report.
2.4 If we make a notification to the relevant authorities, we will not be able to inform you of this fact unless we have press permission from the relevant authorities.
2.5 Until we have received a response from the relevant authority, we may not be able to proceed with the engagement. Consent to proceed with the engagement, if given, may take some time to obtain. If consent is refused we will, by law, be unable to tell you why we cannot proceed.
2.6 Where we are unable to proceed because of our duties under the Proceeds of Crime Act, we will be entitled to charge appropriate fees for the work carried out to the date of termination, notwithstanding that we have been unable to complete the engagement.
2.7 We will not be liable for any costs, claims, penalties, or other losses incurred by you resulting from or in connection with our compliance by us with our obligations under the Proceeds of Crime Act, whether or not clearance is given to proceed.
3. Liability
3.1 We will perform the Services with reasonable skill and care and acknowledge that we will be liable to you for losses, damages, cost, or expenses (“loss” or “losses”) caused by our negligence or breach of contract, subject to the following provisions:
(a) We will not be liable if such losses are due to the provision of false, misleading, or incomplete information or documentation or due to the acts or omissions of any other person;
(b) Our aggregate liability, whether to you or any third party, of whatever nature, whether in contract, tort, or otherwise, for any losses whatsoever and howsoever caused by or arising from this engagement, shall not exceed the amount specified in our letter of engagement. If the engagement letter does not mention it, the limit of our liability is capped at £5 million (including interest).
(c) Nothing in this clause is intended to exclude or limit our liability for our fraud or wilful default or for any other acts or losses that cannot lawfully be excluded or limited.
4. Commissions and other Benefits
4.1 In some circumstances we may receive commissions or other benefits for introductions to other professionals or transactions we arrange for you. In this case, we will notify you in writing of the amount and terms of payments in receipt of any such commission or benefits
5. Confidentiality
5.1 We confirm that where you give us confidential information we shall at all times keep it confidential, except as required by law as provided for in regulatory, ethical, or other professional statements relevant to our engagement.
6. GDPR
6.1 In this clause 12, the following definitions shall apply:
(a) ‘client personal data’ means any personal data provided to us by you, or on your behalf, for the purpose of providing our services to you, pursuant to our engagement letter with you;
(b) ‘data protection legislation means all applicable privacy and data protection legislation and regulations including PECR, the GDPR and any applicable national laws, regulations, and secondary legislation in the UK relating to the processing of personal data and the privacy of electronic communications, as amended, replaced or updated from time to time;
(c) ‘controller’, ‘data subject’, ‘personal data, and ‘process’ shall have the meanings given to them in the data protection legislation;
(d) ‘GDPR’ means the General Data Protection Regulation ((EU) 2016/679); and
(e) ‘PECR’ means the Privacy and Electronic Communications (EC Directive) Regulations 2003 (SI 2426/2003).
6.2 We shall each be considered an independent data controller in relation to the client’s personal data. Each of us will comply with all requirements and obligations applicable to us under the data protection legislation in respect of the client’s personal data.
6.3 You shall only disclose client personal data to us where:
(a) you have provided the necessary information to the relevant data subjects regarding its use (and you may use or refer to our privacy notice available at www.carterseven.co.uk for this purpose);
(b) you have a lawful basis upon which to do so, which, in the absence of any other lawful basis, shall be with the relevant data subject’s consent; and
(c) you have complied with the necessary requirements under the data protection legislation to enable you to do so.
6.4. Should you require any further details regarding our treatment of personal data, please contact our data protection officer.
6.5 We shall only process the client’s personal data:
(a) in order to provide our services to you and perform any other obligations in accordance with our engagement with you;
(b) in order to comply with our legal or regulatory obligations; and
(c) where it is necessary for the purposes of our legitimate interests and those interests are not overridden by the data subjects’ own privacy rights. Our privacy notice contains further details as to how we may process client personal data.
6.6. For the purpose of providing our services to you, we may disclose the client’s personal data to our regulatory bodies or other third parties (for example, our professional advisors or service providers). The third parties to whom we disclose such personal data may be located outside of the European Economic Area (EEA). We will only disclose client personal data to a third party (including a third party outside of the EEA) provided that the transfer is undertaken in compliance with the data protection legislation.
6.7 We may disclose the client’s personal data to other third parties in the context of a possible sale, merger, restructuring, or financing of or investment in our business. In this event, we will take appropriate measures to ensure that the security of the client’s personal data continues to be ensured in accordance with data protection legislation. If a change happens to our business, then the new owners may use our client’s personal data in the same way as set out in these terms.
6.8. We shall maintain commercially reasonable and appropriate security measures, including administrative, physical, and technical safeguards, to protect against unauthorized or unlawful processing of the client’s personal data and against accidental loss or destruction of, or damage to, the client’s personal data.
6.9 In respect of the client’s personal data provided that we are legally permitted to do so, we shall promptly notify you in the event that:
(a) we receive a request, complaint, or any adverse correspondence from or on behalf of a relevant data subject, to exercise their data subject rights under the data protection legislation or in respect of our processing of their personal data;
(b) we are served with information, enforcement, or assessment notice (or any similar notices), or receive any other material communication in respect of our processing of the client’s personal data from a supervisory authority as defined in the data protection legislation (for example in the UK, the Information Commissioner’s Officer); or
(c) we reasonably believe that there has been any incident that resulted in the accidental or unauthorized access to, or destruction, loss, unauthorized disclosure, or alteration of, the client’s personal data.
6.10 Upon the reasonable request of the other, we shall each cooperate with the other and take such reasonable commercial steps or provide such information as is necessary to enable each of us to comply with the data protection legislation in respect of the services provided to those services.
7. Copyright and Third Parties
7.1 We retain copyright and other applicable intellectual property rights in all processes and materials developed by us either before or during the course of our work with you including but not limited to, reports, memos and advice in writing, original documents, methodologies, and software. These materials may be used in and during the course of the agreed services but are not to be further used or reproduced in any form without our prior written consent.
7.2 Communications from us to you should not be disclosed or passed on to any third party without our prior written consent where marked confidential or where it is apparent from the circumstances that such communication is intended for you only. We accept no liability for any disclosure by you to any third party without such consent and will require you to make good to us any cost or liability incurred in dealing with any claim from a such third party.
8. Electronic Communication
8.1 Although we take considerable precautions to protect our electronic networks, we cannot guarantee the security or integrity of such communications, and cannot accept any liability for degradation, viruses, or other infections.
8.2 You never-the-less agree that we may communicate with you by fax and email. Where additional protection is required, you will notify us appropriately in writing.
9. Indemnification
9.1 You agree to indemnify, defend, and hold harmless Carter Seven Ltd , its subsidiaries, its affiliates and licensors, and the officers, partners, employees, and agents of Carter Seven Ltd and its affiliates and licensors, from and against any and all claims, liabilities, damages, losses, or expenses, including legal fees and costs, arising out of or in any way connected with your access to or use of this website.