19. Definitions
“Agreement” means the contract between You and Us for the supply of the Services in accordance with Our Engagement Letter, the Schedule of Services and these Terms.
“Appropriate technical and organisational measures” means as defined in the Data Protection Legislation.
“Azets” means Azets Holdings Limited (CRN: 06365189) or such other entity(ies) within the group of companies which are wholly or partially owned by Azets together with any such entity’s directors, employees and agents and in all cases any successor or assignee.
“Business Day” means a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.
"Capped Fee” means an aggregate Fee for applicable Services which do not exceed an agreed amount for the Services rendered in a specific timeframe as set out in an Engagement Letter.
“Controller” means the natural or legal person, public authority, agency, or other body which, alone or jointly with others, determines the purposes and means of the Processing of Personal Data; where the purposes and means of such Processing are determined by Law, the Controller or the specific criteria for its nomination may be provided for by such Law.
“Data Protection Legislation” means (a) European Data Protection Legislation, and (b) Non-European Data Protection Legislation which applies to the Processing of Personal Data.
“Data Subject” means an identified or identifiable natural person; an identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural, or social identity of that natural person.
“Engagement Letter” means any engagement letter which We write to You, either in relation to a specific matter or generally.
“EU GDPR” means the General Data Protection Regulation ((EU) 2016/679).
“European Data Protection Legislation” means, as applicable, data protection and privacy legislation in force inside the European Economic Area, including the EU General Data Protection Regulation and any national Laws implementing such legislation.
“Fees” means any fees, disbursements, penalties and interest payable by You as set out in these Terms or any Engagement Letter.
“Fixed Fee” means a specific Fee that is set for a particular Service but does not aggregate Fees for multiple Services as set out in an Engagement Letter.
“FCA” means Financial Conduct Authority.
“ICAEW” means Institute of Chartered Accountants in England and Wales.
“Law Authority Agencies” means any applicable regulator or government authority including the National Crime Agency.
“Non-European Data Protection Legislation” means data protection and privacy legislation in force outside the European Economic Area, including without limitation such legislation as is in force in the UK (including the UK GDPR and the Data Protection Act 2018 and national implementing legislation).
“Personal Data” means any information Processed that relates to a Data Subject.
“Personal Data Breach” means as defined in the Data Protection Legislation.
“Processor” means a natural or legal person, public authority, agency, or other body that Processes Personal Data on behalf of a Controller.
“Processing” means any operation or set of operations which is performed on Personal Data or on sets of Personal Data, whether or not by automated means, such as collection, recording, organisation, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure, or destruction. “Process” and “Processed” have correlative meanings.
“Restricted Transfer” means any transfer by the parties of Personal Data to any Third Country in the course of this Agreement.
“Schedule of Services” means the Schedule of Services as attached to the Engagement Letter.
“Services” means the reports, advice and or other services to be undertaken by Us as set out in Our Engagement Letter or otherwise agreed in writing.
“Standard Contractual Clauses” Means as applicable:
- the standard contractual Clauses available at https://eur-lex.europa.eu/legal-content/EN/TXT/HTML/?uri=CELEX:32021D0914&from=EN pursuant to the European Commission Implementing Decision (EU) 2021/914 of 4 June 2021 on standard contractual Clauses for the transfer of Personal Data to third countries pursuant to the GDPR (“EU SCCs”); and
- the International Data Transfer Addendum to the EU SCCs issued by the Information Commissioner’s Office under S119A(1) of the Data Protection Act available at https://ico.org.uk/media/for-organisations/documents/4019539/international-data-transfer-addendum.pdf (“UK Addendum”).
“Statutory Auditor” means the person approved to carry out the audit of annual accounts or consolidated accounts and who will sign the audit report, normally your audit partner.
“Terms” means the terms contained in these terms of business as amended from time to time
“Third Country” means any country outside of the UK and EEA.
“UK GDPR” means the GDPR as it forms part of the law of England and Wales, Scotland, and Northern Ireland by virtue of section 3 of the European Union (Withdrawal) Act 2018.
“Us/Our/We” means Azets Holdings Limited (CRN: 06365189) or such other entity(ies) within the Azets Group companies as referred to in Our Engagement Letter together with any such entity’s directors, employees and agents and in all cases any successor or assignee.
“You/Your” means the person, firm, entity or company to whom Our Engagement Letter is addressed and to whom the Services are provided.
Effective: 27 January 2023
Version: 23-04