Felcorp Support
1.1 This Addendum applies where:
1.2 This Addendum forms part of the Agreement and prevails over the Terms of Service to the extent of any inconsistency.
2.1 Where the Client is:
the Client acknowledges that it retains sole responsibility for compliance with:
2.2 Felcorp does not:
unless expressly agreed in writing.
2.3 The Client remains responsible for:
3.1 The parties acknowledge that under FCA rules (including SYSC 8 and the FCA's guidance on outsourcing), regulated firms remain responsible for outsourced functions and must maintain adequate oversight.
3.2 The Client must:
3.3 Nothing in the Agreement transfers regulatory responsibility to Felcorp.
4.1 Where personal data is handled in connection with the Services, the parties agree to comply with the UK General Data Protection Regulation (UK GDPR) and the Data Protection Act 2018.
4.2 The Client:
4.3 Where personal data is disclosed to offshore personnel, the Client acknowledges that:
4.4 Felcorp will implement reasonable technical and organisational measures consistent with its Data Protection Policy, Privacy Policy, and the Terms of Service.
4.5 For the purposes of the UK GDPR, the Client is the data controller and Felcorp is a data processor acting on the Client's instructions. Where Felcorp processes personal data on behalf of the Client, the terms of this clause 4 constitute the written agreement required under Article 28 of the UK GDPR. Felcorp will:
4.6 Felcorp will notify the Client without undue delay, and no later than 72 hours, after becoming aware of a personal data breach as defined in Article 4(12) of the UK GDPR. Felcorp will provide sufficient information to enable the Client to:
4.7 Where personal data is transferred from the United Kingdom to a country that has not received an adequacy decision, the parties will enter into the UK International Data Transfer Agreement or UK Addendum to the EU Standard Contractual Clauses (as applicable) to provide appropriate safeguards for the transfer under Chapter V of the UK GDPR.
4.8 Felcorp will assist the Client in conducting Data Protection Impact Assessments (DPIAs) under Article 35 of the UK GDPR where the processing of personal data under the Services is likely to result in a high risk to the rights and freedoms of data subjects.
4.9 Where Felcorp engages a sub-processor to assist in providing the Services and that sub-processor will have access to personal data, Felcorp will:
5.1 Where Services relate to accounting, tax, or bookkeeping support, the Client acknowledges it remains responsible for compliance with:
5.2 Felcorp will:
5.3 Felcorp is not a registered auditor, licensed insolvency practitioner, or HMRC-registered tax agent under United Kingdom law.
6.1 Nothing in the Agreement or the Terms of Service excludes, restricts, or modifies any right or remedy conferred by the Consumer Rights Act 2015 or other applicable United Kingdom consumer protection legislation which cannot lawfully be excluded.
6.2 Where liability cannot be excluded under United Kingdom law, liability is limited to the extent permitted by law.
7.1 Where the Services involve interaction with United Kingdom premises or personnel, each party must comply with applicable health and safety legislation, including the Health and Safety at Work etc. Act 1974.
7.2 The Client remains responsible for workplace safety at its premises.
8.1 The Agreement is governed by the laws of the jurisdiction specified in the Engagement Letter (England and Wales, Scotland, or Northern Ireland as applicable).
8.2 The parties submit to the exclusive jurisdiction of the courts of that jurisdiction.
9.1 If any provision of the Terms of Service is inconsistent with mandatory United Kingdom law, the provision shall be read down to the extent required to comply with United Kingdom law.
9.2 All other provisions of the Terms of Service remain in full force and effect.
