18.1 Any reference in these Terms to any statute, statutory provision, or rule (including, without limitation, those references set out below) includes reference to any statutory modification, or amendment of it or any re-enactment, or replacement, or replacement that supersedes it, and to any regulation or subordinate legislation made under it (or under such a modification or re-enactment).
“Act” means the Financial Services and Markets Act 2000;
“Adviser Charges” means the term as used by the FCA from time to time;
“AML Rules” means the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017, the Proceeds of Crime Act 2002, the Terrorism Act 2000 and any relevant anti-money laundering legislation, regulations or guidance note, as amended from time to time.
“Applicable Rules” means all applicable laws, rules, regulations, guidance or codes of conduct which are relevant to the performance by you of your obligations under these Terms, including, without limitation, the Act, the FCA Handbook, FCA Rules, Data Protection Laws, the Bribery Act 2010 and the AML Rules
“Appointed Representative” means Appointed Representative as defined in section 39 of the Act;
“Bribery Act” means the Bribery Act 2010 and any other applicable anti-bribery laws, regulations, rules or guidelines; for
“Business” means any specified activity for the purposes of section 22 of the Act including, without limitation, advising and/or arranging transactions in investments. For the avoidance of doubt, for the purposes of these Terms,
“Business” also refers to the introduction of Client(s) by you to Downing the provision of portfolio management services;
“COBS” means the Conduct of Business Sourcebook of the FCA Handbook;
“Client” means a Client(s) of the Intermediary, who also becomes a Client(s) of Downing by investing in a Downing Product or using a Downing Service;
“Data Protection Laws” mean: (a) from the date of these Terms up to and including 24 May 2018: (i) Directive 95/46/EC and any applicable national law or regulation that implements that Directive, (ii) the UK Data Protection Act 2018, and (iii) any applicable law in any relevant jurisdiction that applies to the processing of data relating to living persons; and (b)
“Financial Promotions Rules” means any one or more of, the rules and requirements set out in the Financial Services and Markets 2000 (Financial Promotions) Order 2005, the Financial Services and Markets Act 2000 (Promotion of Collective Investment Schemes (Exemptions) Order 2001
“Intermediary”; “you”; or “your” means an individual, partnership or company carrying out business which involves introducing Downing Products to its Client(s). If you are a principal of a network of Appointed Representatives, or an Appointed Representative, these Terms shall apply to you and, (where applicable) each of your Appointed Representatives, and you are responsible for ensuring that all of your employees, agents and (where applicable) your Appointed Representatives and your Appointed Representatives’ employees and agents are aware of and comply with these Terms;
“Losses” means any losses, claims, demands, damages, fines, penalties, actions, costs, expenses or liabilities of any nature (including legal fees reasonably incurred);
“Permissions” means any permissions, licences, consents, approvals, authorisations or waivers required under the relevant Applicable Rules and/or any relevant regulatory body (including, without limitation, the FCA, the Office of Fair Trading and the Office of the Information Commissioner (or anybody which succeeds or replaces in whole or in part any of the foregoing);
“Personal Recommendations” means as such term is used by the FCA from time to time;
“Retail Client” means the meaning specified in the FCA Handbook;
“Retail Investment Product” means as such term is used by the FCA from time to time; and
“Terms” means these Terms.