PTL Terms & Conditions of Business
PTL Governance Limited (“PTL”) is a limited company registered in England and Wales under number 02952373. A list of directors is open to inspection at the registered office.
PTL is the only entity or person contracting with you to provide services pursuant to these Terms of Business. Any advice given or other work done for you by a director, employee or consultant of PTL will be given by that person on behalf of PTL and not in his or her individual capacity and no such person will have personal responsibility to you for that advice or other work. If, as a matter of law, a duty of care would otherwise be owed to you by that individual, it is excluded.
These Terms of Business will not confer any benefit or the right to enforce any term on any third party other than the director, employee or consultant of PTL.
If one or several of the provisions of these Terms of Business is or becomes invalid, the validity of the remaining provisions will not be affected as a result.
We are committed to maintaining the highest levels of service. We will provide services with due diligence, in good faith and with skill and care.
Attendance at, and chairing of, trustee and sub-committee meetings shall be carried out by individuals who are PTL Directors or Client Directors. You may request that particular individuals carry out your work and we will accommodate your request wherever possible. The Client Director or Director in charge of this matter has been set out in the attached Letter Agreement. If, at any time, we intend to change the individual Client Director or Director in charge of this matter, we shall notify you in advance. We shall inform you of the name and status of the Director, Client Director, Manager and other members of our staff who will be engaged on a particular matter for you. From time to time other members of staff may assist. Some tasks may be carried out by staff who do not hold formal qualifications.
Our standard office hours are 9.00 to 5.30.
We shall agree the scope of our appointment with you, including the frequency of trustee or other meetings.
If you encounter any problems please contact our Complaints Director, David Archer. We are committed to resolving issues quickly in accordance with the firm’s Complaints Procedure, a copy of which is available upon request.
In most cases, we will agree a fixed fee with you to cover the core services that we expect to provide. Where we carry out additional work outside of the core services and fees, our fees will be charged on the basis of time spent, unless we agree a fixed or capped fee in advance for the additional work. You will be notified of the hourly rate (excluding VAT) charged for the Director, Client Director, Manager or other staff member carrying out your work. The fixed fee for core services and the hourly rates will be revised at intervals, usually annually in line with inflation and you will be notified of any changes.
Where fees are charged on an hourly basis, we reserve the right to vary the rates to reflect discretionary factors such as unusual urgency, complexity, the responsibility involved, and/or out of hours working.
We invoice regularly unless otherwise agreed. Our invoices are payable upon presentation to you.
Payment of all invoices should be made to our Office account:
HSBC Bank Plc
26 Broad Street
Account No: 34270789
Sort Code: 403804
We do not accept cash from clients. If clients deposit cash direct with our bank, we reserve the right to charge for any additional checks we deem necessary regarding the source of the funds.
We reserve the right to carry out a credit check from time to time and/or to require payments on account of our fees and disbursements and will always do so where substantial disbursements are to be incurred by PTL on your behalf. In the event that payments on account are not made as requested, or our invoices are not paid upon presentation, we may (on the relevant matter and any other matters on which we are engaged for you):
- cease work;
- terminate our retainer and/or
- charge interest on unpaid invoices at 3% over HSBC Bank plc’s base rate from time to time.
We are under a professional obligation to keep the affairs of clients confidential. This obligation, however, is subject to certain exceptions.
Recent legislation on money laundering and terrorist financing has placed us under a legal duty in certain circumstances to disclose information to the National Crime Agency. Where we know or suspect that a transaction on behalf of a client involves money laundering, we may be required to make a money laundering disclosure. If this happens, we may not be able to inform you that a disclosure has been made or of the reasons for it.
We may be required to disclose information by virtue of the laws of England or by order of the English Courts or any other Courts of competent jurisdiction, or the Pensions Regulator or other regulatory body.
We may also disclose confidential and legally privileged information to our professional indemnity brokers and insurers and to our auditors on a ‘need to know basis’ in connection with the services, provided that such entities agree to keep the information confidential
The duty of confidentiality shall not apply if we are authorised to disclose information by the client(s) or we consider such disclosure to be necessary to comply with applicable law or the rules of the Pensions Regulator; or the information concerned is already in the public domain other than by reason of any disclosure on our part.
We shall not be required or under duty to disclose any information we may have or be deemed to have about any matter affecting you which we may have acquired in the course of acting for or providing services to any other scheme or company or clients in any way.
If you require us to communicate with you in any particular way in order to maintain confidentiality within your organisation, please inform us.
We may, at our expense, outsource certain services including IT support, our ‘front office’ and ‘back office’ functions, photocopying and word processing to carefully selected service providers, with whom we have agreed confidentiality provisions and undertakings. We shall remain liable for the actions we delegate to these entities. Your consent to these outsourcings is inferred.
ANTI FINANCIAL CRIME
You may be asked to provide certain documentation and information in verification of your instructions and identity and that of any corporate representative, without which we may be unable to act or to continue acting for you. Additionally, you should be aware that we may carry out Anti Money Laundering database searches from time to time.
LIEN AND RETENTION OF PAPERS
At the conclusion of the engagement, we will at your request return to you original documents and any other documents which you ask to be returned. We will store all paper files or electronic records for a minimum of 6 years, after which they may be destroyed or otherwise securely disposed of by us, without restriction. Any personal data may be retained, destroyed or disposed of by us in accordance with our Document Retention Policy in place from time to time. We may levy a charge for storage of documents.
Storage of archived files and related documents is outsourced to an offsite provider which operates to nationally recognised standards and who we have selected with skill and care. However, we will not accept any liability for loss or damage unless such loss or damage has been caused by our own negligence or wilful default. If you require bank-vault safety standards for your documents, you should make separate arrangements.
All files may be kept fully or partially in electronic form.
Papers will be retrieved from storage at your request, subject to a charge. Where retrieval involves review of files, correspondence or other work, we reserve the right to charge for the time spent.
PROFESSIONAL INDEMNITY INSURANCE
We maintain professional indemnity insurance with a reputable insurance provider at a level which is reasonable taking into account the services being provided under this Engagement, details of which may be obtained by contacting the Quality, Risk and Compliance team at PTL.
EQUALITY AND DIVERSITY
We are committed to promoting equality and diversity in all our dealings with clients, third parties and employees. Please contact us if you would like a copy of our equality and diversity policy.
USE OF E-MAIL
E-mail cannot be guaranteed to be totally secure as messages must pass via external service providers. Unless you request us not to do so, we may use e-mail to communicate with you and third parties.
We use the information you provide primarily for the provision of services to you and for related purposes including updating and enhancing client records, analysis to help us manage our statutory returns, legal and regulatory compliance.
We will comply with our obligations under relevant Data Protection legislation including the General Data Protection Regulation. Further details as to our use and processing of personal data in the course of our appointment as trustee is available on request.
You acknowledge that, where acting as a trustee, PTL shall, together with any other trustees appointed to the Scheme from time to time, be Data Controller, as defined in the GDPR, except where PTL is a director of a corporate trustee. In that case, or where PTL is not acting as a trustee, you acknowledge that PTL will either be a Data Controller or your Data Processor, in each case as defined in the GDPR, in relation to such processing of personal data. Where and to the extent that PTL is your Data Processor and is therefore processing Personal Data on your behalf the Data Protection Appendix to these Terms of Business will apply. You agree that you will not send PTL any personal data that PTL will process as a Data Processor (which, for the avoidance of doubt, does not include any personal data in respect of which PTL is a Data Controller) unless and then only to the extent necessary for the provision of our services to you. If you do send us such personal data you agree to anonymise it where possible.
Our appointment hereunder shall terminate: (a) by either party providing the other with three months’ written notice of termination; (b) immediately if: (i) an order has been made or a resolution has been passed to put us into liquidation (except a voluntary liquidation for the purpose of reconstruction or amalgamation); or (ii) we breach of any of these Terms of Business or the Engagement Letter and shall not have remedied such breach within 14 days after service of notice by you requiring the same to be remedied; or (iii) we become insolvent.
LIMITATION OF LIABILITY
We draw your attention to the limitation of liability provisions contained within our Engagement Letter (to which these terms apply). We have set a limit on our liability to you in the amount expressly stated.
MODERN SLAVERY ACT
In performing our obligations under the Engagement, we shall:
- comply with the Modern Slavery Act 2015 (“MSA”);
- not engage in any activity, practice or conduct that would constitute an offence under the MSA; and
- include in contracts with our sub-contractors and suppliers anti-slavery and human trafficking provisions that are at least as onerous as those set out in this clause.
These Terms of Business are governed and construed in accordance with English law and it is hereby agreed to submit any dispute which arises in connection with them to the exclusive jurisdiction of the English courts.