This Agreement is made between
[Overseas Entity], a [company/LLC/LLP/Trustee of [ ] trust] incorporated or established in under the laws of [ ] under number [ ] and whose registered or principal office is situate at (“Client / You / OE”)
And CsI as identified below (“CsI / Us / We”)
TERMS AND CONDITIONS OF BUSINESS
PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY
- 2022/725 Regulations The Register of Overseas Entities (Verification and Provision of Information) Regulations 2022
- ECTEA Economic Crime (Transparency and Enforcement) Act 2022
- EDD Enhanced due diligence as prescribed by MLR
- FATF Financial Action Task Force
- ICO Information Commissioner’s Office
- MLR The Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017
- OE ID Identification number of OE for the purposes of the ROE.
- Property/Properties: set out in the schedule at the end of these terms and conditions.
- relevant person a person authorised under reg. 4 of the 2022/725 Regulations
- ROE Register of Overseas Entities
- UBO A person who owns, directly or indirectly 25% or more of the OE.
Point of contact at CsI Stephen Coleclough DL +44 7802 878045, email firstname.lastname@example.org.
Client is an Overseas Entity owning land in England and Wales. As such it is obliged to identify its ultimate beneficial owner on the ROE and obtain an OE ID. Its application must be supported by an independent agent, known as the relevant person, i.e. CsI is authorised to act as such an agent and agrees to assist with its application to register as an Overseas Entity in its capacity as a relevant person.
You will be familiar with the EDD process required under the anti-money laundering rules promulgated by the FATF. The ROE requires a higher standard of proof and the only admissible electronic signature verification is through a medium which complies with eIDAS (see What is the eIDAS Regulation? | ICO) and given by a service provider with qualified status with the ICO. Otherwise, hard copy certified documents with Wet signatures (preferably in a colour other than black), or originals must be seen by Us, establishing the chain of ownership from the Property or Properties to the UBO.
Due to the rules imposed on us by the 2022/725 Regulations, We cannot accept amendments to these terms and conditions, save in the case of manifest error. We are, of course, reliant on You to provide us with data; but our job is to verify that data back to original source as prescribed in the 2022/725 Regulations.
It may be the case that the chain of ownership is incomplete and further documentation, or an opinion on the OE’s good standing or its exact nature in local law, is required. For this You can nominate Your usual lawyers or alternatively, if You have no current legal advisers or wish to have other legal advisers, We may be able to recommend lawyers in the appropriate jurisdiction for You. Under no circumstances will We engage lawyers or other advisers on Your behalf. This is outside our remit and the OE or its direct or indirect owner entities must engage with any such third parties. We may, however, be able to recommend suitable advisers.
A schedule of anticipated costs is attached at the end of this contract. Where additional work above that anticipated by us, in particular and additional entity or person needs to be verified e.g. a corporate director, review of draft legal opinion etc., We will quote for the additional fees. Typically this will be £300 plus VAT. If agreed a further invoice will be raised and no further work will be carried out until that invoice is paid in full. Exceptionally, should our work require significant additional work We will agree and hourly rate.
Payment in full of our first invoice will constitute Your agreement to these Terms and Conditions.
You agree to provide all information requested by us in utmost good faith for the purposes of the ROE. We must be satisfied that the information and documents provided are true, correct and complete. If We believe that they are not, We may ask You for further documentation and an additional fixed fee. If CsI submits a verification statement without having done the necessary checks, then CsI and its responsible officers are liable to criminal prosecution.
To improve efficiency for all parties, You agree to authorise us to approach such third parties as may be appropriate for information that We consider necessary to verify the required information.
All documents which we verify, and are required to keep, must be in English. You will provide properly certified translations at Your cost. Similarly should legal opinions be required, they will be for you to obtain, again at your cost.
You will keep us informed of material changes in Your circumstances that could affect Your obligation to register under the ECTEA. If You are unsure whether the change is material or not please let us know so that We can assess its significance.
If You believe that there are particular security concerns which mean that details should be withheld from certain government agencies, then please let us know immediately.
These terms and conditions of business are governed by and should be construed in accordance with English law. Each party agrees that the courts of England will have exclusive jurisdiction in relation to any claim, dispute or difference concerning this agreement and any matter arising from it. Each party irrevocably waives any right to object to any action being brought in those Courts, to claim that the action has been brought in an inappropriate forum, or to claim that those Courts do not have jurisdiction.
We do not offer a client money service.
Commissions and other benefits
In some circumstances We may receive fees, fee shares, commissions or other benefits for introductions to other professionals or in respect of transactions which We arrange for You. The same will apply where the payment is made to or the transactions are arranged by a person or business connected with ours. The fees You would otherwise pay will not be reduced by the amount of the commissions or benefits.
We are committed to providing You with a high-quality service that is both efficient and effective. However, should there be any cause for complaint in relation to any aspect of our service please contact the Principal on the email above. We agree to look into any complaint carefully and promptly and do everything reasonable to put it right.
Communication between us is confidential and We shall take all reasonable steps to keep confidential Your information except where We are required to disclose it by law, by regulatory bodies, or by our insurers. Unless We are authorised by You to disclose information on Your behalf this undertaking will apply during and after this agreement.
We may, on occasions, subcontract work on Your affairs to other tax, legal or accounting professionals and if required, to project manage them. The subcontractors will be bound by our client confidentiality terms and will be selected for their skills and experience. You will not be notified of our use of subcontractors unless We, in out absolute discretion, introduce You to them.
We confirm that We will comply with the provisions of the General Data Protection Regulation EU 2016/679 when processing personal data about You. In order to carry out the services of this agreement and for related purposes such as updating and enhancing our client records, analysis for management purposes and statutory returns, legal and regulatory compliance and crime prevention We may obtain, process and use, and subject to the section headed Confidentiality above, disclose personal data about You.
Should We resign or be requested to resign We will normally issue a notice to ensure that our respective responsibilities are clear.
We shall be entitled to terminate this agreement in the following circumstances:
- Non-payment of invoice within 10 business days
- Failure to provide any documentation, data or information, or access to any necessary online system, after being asked for same, within 10 working days after our first request
- Failure to provide documentation in English or an adequate translation
- If We believe that information provided to is incorrect or is not the entire truth
- If We believe that We have cause to terminate the agreement or that there is a lack of utmost good faith.
Electronic and other communication
Unless You instruct us otherwise, We may, where appropriate, communicate with You and with third parties via email or by other electronic means. The recipient is responsible for virus checking emails and any attachments.
With electronic communication there is a risk of non-receipt, delayed receipt, inadvertent misdirection or interception by third parties. We use virus-scanning software to reduce the risk of viruses and similar damaging items being transmitted through emails or electronic storage devices. However electronic communication is not totally secure and We cannot be held responsible for damage or loss caused by viruses nor for communications which are corrupted or altered after dispatch. Nor can We accept any liability for problems or accidental errors relating to this means of communication especially in relation to commercially sensitive material. These are risks You must agree to bear in return for greater efficiency and lower costs. If You do not wish to accept these risks, please let us know and We will communicate by paper mail, other than where electronic submission is mandatory.
Fees and payment terms
We reserve the right to charge interest on late paid invoices at the rate of 5% above bank base rates under the Late Payment of Commercial Debts (Interest) Act 1998. We also reserve the right to suspend our services or to cease to act for You on giving written notice if payment of any fees is unduly delayed. We intend to exercise these rights only where it is fair and reasonable to do so.
If You do not accept that an invoiced fee is fair and reasonable You must notify us within 7 days of receipt, failing which You will be deemed to have accepted that payment is due.
Intellectual property rights
We will retain all copyright in any document prepared by Us during the course of carrying out this agreement save where the law specifically provides otherwise.
If any provision of this agreement is held to be void, then that provision will be deemed not to form part of this contract and the remainder of this agreement shall be interpreted as if such provision had never been inserted.
Internal disputes within a client
If We become aware of a dispute between the parties who own or are in some way involved in the ownership and management of the business, it should be noted that our client is the OE and We would not provide information or services to one party without the express knowledge and permission of all parties. Unless otherwise agreed by all parties We will continue to supply information to Your registered office/normal place of business for the attention of the directors/proprietors. If conflicting advice, information or instructions are received from different directors/principals in the chain of ownership of the OE, We will refer the matter back to the board of directors/the partners / membership of the OE and take no further action until the board/partnership/membership has agreed the action to be taken.
Investment advice (including insurance mediation services)
Investment business is regulated under the Financial Services and Markets Act 2000. If, during the provision of our services to You under this agreement, You need advice on investments, including insurances, We may have to refer You to someone who is authorised by the Financial Services Authority or licensed by a Designated Professional Body as We are not authorised to give such advice.
Insofar as We are permitted to do so by law or professional guidelines, We reserve the right to exercise a lien over all funds, documents and records in our possession relating to all agreements for You until all outstanding fees and disbursements are paid in full.
Limitation of liability
Our services as set out above are provided to You to satisfy Your obligations under the ECTEA. No advice is being provided as part of this service. Any advice required must be provided under a separate agreement, and no liability is accepted in respect of any comment or advice in respect of the services under this agreement.
There are no third Parties that We have agreed should be entitled to rely on the work done pursuant to this agreement other than Companies House in England and Wales.
Further, as our services are not covered by professional indemnity insurance, the aggregate liability to You and any third party that We have agreed may rely on our work (other than Companies House), and whether in contract or otherwise of this firm, its partners, employees and agents for any losses in any way connected with any of the services provided to Client under the terms of agreement (including interest and costs) shall not exceed the amount of fees paid by You under this agreement. In agreeing this figure with You, We have taken into account the nature of the work required, its function, our responsibility to Companies House, the fact that We are largely relying on information provided by Client to us or to a regulatory body, the availability to us of insurance cover and other options available to You. By paying our first invoice, You agree that You have given proper consideration to this limit and accept that it is reasonable in all the circumstances. If You do not wish to accept it You should contact us to discuss it before paying the first invoice.
You have agreed that You will not bring any claim of a kind that is included within the subject of the limit against any of our principals, partners, directors, members or employees, on a personal basis.
Limitation of liability
We will provide our services with reasonable care and skill. Our liability to You is limited to losses, damages, costs and expenses directly caused by our negligence or wilful default.
Exclusion of liability for loss caused by others
We will not be liable if such losses, penalties, surcharges, interest or additional tax liabilities are caused by the acts or omissions of any other person or due to the provision to us of incomplete, misleading or false information or if they are caused by a failure to act on our advice or a failure to provide us with relevant information on a timely basis.
Exclusion of liability in relation to circumstances beyond our control
We will not be liable to You for any delay or failure to perform our obligations under this agreement if the delay or failure is caused by circumstances outside our reasonable control.
Exclusion of liability relating to the discovery of fraud etc
We will not be responsible or liable for any loss, damage or expense incurred or sustained if information material to the service We are providing is withheld or concealed from us or misrepresented to us. This applies equally to fraudulent acts, misrepresentation or wilful default on the part of any party to the transaction and their directors, officers, employees, agents or advisers.
This exclusion shall not apply where such misrepresentation, withholding or concealment is or should (in carrying out the procedures which We have agreed to perform with reasonable care and skill) have been evident to us without further enquiry beyond that which it would have been reasonable for us to have carried out in the circumstances.
Indemnity for unauthorised disclosure
You agree to indemnify Us and our agents in respect of any claim (including any claim for negligence) arising out of any unauthorised disclosure by You or by any person for whom You are responsible of our advice and opinions, whether in writing or otherwise. This indemnity will extend to the cost of defending any such claim, including payment at our usual rates for the time that We spend in defending it.
Where You are acting in Your capacity as trustee, then, save in cases of Your fraud or negligence, Your liability will be limited to the assets of the trust in question.
Limitation of Third Party rights
The service and information We provide to You as part of our service is for Your sole use and not for any third party to whom You may communicate it unless We have expressly agreed in this agreement that a specified third party may rely on our work. We accept no responsibility to third parties, including any group company to whom the agreement is not addressed, for any advice, information or material produced as part of our work for You which You make available to them. A party to this agreement is the only person who has the right to enforce any of its terms and no rights or benefits are conferred on any third party under the Contracts (Rights of Third Parties) Act 1999.
Reliance on advice
Advice (if anything We say could be considered advice) given orally is not intended to be relied upon unless confirmed in writing under a separate letter of agreement.
Retention of papers
We have a legal responsibility to retain documents and records relevant to our verification service for five years from when We submit form VF01 to Companies House. You must tell us if You require the return or retention of any specific documents for a longer period in which case a storage fee will be payable.