1. DEFINITIONS AND INTERPRETATION

1.1 In the Agreement (save where the context requires otherwise), the following terms shall have the meaning given below:

HUB-FS, "we", "us" and "our" means HUB Financial Solutions Limited (Registered No 05125701) whose registered office is at Enterprise House, Bancroft Rd, Reigate RH2 7RP, which is authorised and regulated by the FCA with the reference number 455713;

“Referrer”, "you" and "your" means the individual, company or other entity referred to at panel 1 of the Referrer Registration Form;

Affiliate means in relation to a body corporate, the ultimate parent undertaking of that body corporate and any subsidiary of such parent undertaking for the time being (where "subsidiary" has the meaning given in section 1159 of the Companies Act 2006 and "parent undertaking" shall have the meaning given in section 1162 of the Companies Act 2006);

Agreement means the Engagement Letter (if any) and these Conditions as amended or replaced from time to time;

Applicable Laws means any law, regulatory requirement or other industry requirement which applies to us and/or you. For these purposes, a requirement includes rules, guidance or statements of good practice issued by the FCA, HMRC or any regulatory body with which we or you are expected to comply;

Appointed Representative has the meaning set out in section 39 of FSMA and refers to the Appointed Representative who is a party to the agreed Engagement Letter;

Authorised means authorised pursuant to section 31 of FSMA and "Authorisation" shall be interpreted accordingly;

Bribery and Corruption means Applicable Laws relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010, previous UK laws (the common law offence of bribery, the Public Bodies Corrupt Practices Act 1889, the Prevention of Corruption Act 1906 as supplemented by the Prevention of Corruption Act 1916 and the Anti-Terrorism, Crime and Security Act 2001), the United Nations Convention against Corruption, the US Foreign Corrupt Practices Act of 1977 as amended, OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions and related implementing legislation, any anti-bribery or anti-corruption related provisions in criminal and anti-competition laws and/or anti-bribery or anti-corruption laws in any other jurisdiction relevant to your activities under the Agreement;

Business means any regulated financial advice or intermediation provided by HUB-FS to a Customer from time to time;

Business Day means a day which is not a Saturday, Sunday or a public holiday in England; Change of Control has the meaning given in section 416 Income and Corporation Taxes Act 1988;

Completion or Complete means a Customer contracting with HUB-FS to buy financial products recommended to them during the course of the HUB-FS Services;

Conditions means these terms and conditions;

Confidential Information means the existence and terms of the Agreement and all other information and material in whatever format disclosed by one Party to the other (whether before or after the date of the Agreement) which is marked as or has been otherwise indicated to be confidential, which derives value to a Party from being confidential or which would be regarded as confidential by a reasonable business person and includes but is not limited to product information details of products and potential products business ideas business plans and/or strategies know how processes trade secrets marketing plans and/or opportunities potential customers financial information details of contractual arrangements software source and object program code computers files documentation and emails information in whole or in part which would constitute "Inside Information" for the purposes of FSMA and its subordinate regulations and rules and any similar information which is disclosed or discussed which is confidential in nature;

Customer means a customer or user of the Referrer who is not or has not been a customer of HUB-FS or is not or has not been in contact with HUB-FS to purchase its products in respect of whom the Referrer makes an Referral;

Customer Data means, in relation to a Customer, the following details: (i) full name and address including postcode; (ii) date of birth; (iii) spouse's or civil partner's date of birth (if applicable); (iv) current fund value (including any relevant split fund); retirement income; (v) reference (i.e. National Insurance Number); and (vi) retirement date;

Data Protection Legislation means all privacy laws applicable to any personal data processed under or in connection with the Agreement, including, without limitation, the General Data Protection Regulation 2016/679 (the "GDPR"), the Privacy and Electronic Communications Directive 2002/58/EC, the Data Protection Act 2018 and all national legislation implementing or supplementing the foregoing and all associated codes of practice and other guidance issued by any applicable data protection authority, all as amended, re-enacted and/or replaced and in force from time to time;

Data Security Breach means any actual or alleged breach of security leading to the unauthorised or accidental disclosure of or access to any personal data processed under the Agreement by either of the Parties' staff, sub-processors or any other identified or unidentified third party which is likely to result in a high risk to the rights and freedoms of the data subjects affected by such incident;

Effective Date means the date on which the Referrer countersigns the Engagement Letter or from when Referrer starts promoting HUB-FS Services to Customers whichever is earlier;

Engagement Letter means a letter of engagement entered into between you and HUB-FS, incorporating these terms of business;

FCA means the Financial Conduct Authority or any successor or replacement body from time to time;

FCA Rules means the FCA's Handbook of Rules and Guidance as amended or replaced from time to time;

FSMA Financial Services and Markets Act 2000;

Good Industry Practice Good Industry Practice means in relation to any undertaking and any circumstances, the exercise of the degree of skill, care, prudence and foresight which would be expected from a skilled and experienced person engaged in the same type of undertaking under the same or similar circumstances and shall include any industry guidance or code of practice where relevant to the performance of the Agreement;

HMRC means HM Revenue and Customs;

HUB-FS Collateral means any marketing collateral whether Non-Real Time Financial Promotion or not relating to the HUB-FS Services made available to the Referrer by HUB-FS from time to time, including but not limited to banners, copy for use in email or intranet articles, posters, leaflets, direct mail packs, rich content (e.g. videos, FAQs, podcasts) and landing pages or where applicable any marketing material relating to the HUB-FS Services which the Referrer provides to HUB-FS for prior approval in writing;

HUB-FS Services means the “Destination Retirement” portal made available by HUB-FS from time to time, which provides initial and ongoing advice in respect of using existing defined contribution pension arrangements, individual saving accounts (both cash & stocks and shares (ISAs)) and general investments accounts (GIA) to generate an income, as further described in any Service Description (as HUB-FS may amend by written notice from time to time) and as implanted in accordance with any Implementation Schedule;

Implementation Schedule means the implementation schedule appended to the Engagement Letter, if any;

Insolvency Event (i) means: (a) you enter into a voluntary arrangement with your creditors, bankruptcy or winding up proceedings are started against you or if a receiver or similar officer is appointed in respect of all or any part of your business or assets or if you unable to pay your debts within the meaning of section 123 of the Insolvency Act 1986 or you enter into liquidation (whether voluntary or compulsory); (b) you cease to trade; (c) any insolvency proceedings are taken against any of your directors or partners; (d) if you are a partnership, that partnership is or is to be dissolved; or (e) there are material changes in your legal identify or constitution;

Intellectual Property Rights Introduction means patents (including rights in, and/or to, inventions), trademarks, service marks, trade names and business names (in each case including rights in goodwill attached thereto), design rights, rights in and/or to internet domain names and website addresses, semi-conductor topography rights, copyright (including future copyright), database rights, rights in and to Confidential Information (including know how and trade secrets) and all other intellectual property rights in each case subsisting at any time in any part of the world (whether registered or unregistered) and (i) any pending applications or rights to apply for registrations of any of these rights that are capable of registration in any country or jurisdiction, and (ii) any similar or analogous rights to any of these rights, whether arising or granted under the laws of England and Wales or in any other jurisdiction;

Introduction Introduction means the introduction of a Customer (excluding all those Customers that we are already aware of) to us via any of the channels for the purposes of us providing the HUB-FS Services and ''Introduce'' and "Introductions" shall be interpreted accordingly;

Introducer Fee As set out in the Fee schedule of the Engagement Letter under the Fees payable by HUB-FS to Referrer section and as amended from time to time by HUB-FS;

Referring Partner Registration Form means the "Referring Partner Registration Form", which contains pre-contractual details and preferences for the HUB-FS Services;

Mediation Activities means mortgage mediation and/or insurance mediation activities, both as defined in the Glossary to the FCA Rules;

Non-Real Time Financial Promotions has the meaning given in the Glossary to the FCA Rules;

Referrer Services means the services set out in clause 3.1 of these Conditions;

Referral means the referral of a Customer (excluding all those Customers that we are already aware of) by the Referrer to the HUB-FS Services via the referral hyperlink(s) provided by HUB-FS to the Referrer, and ''Refer'' and "Referrals" shall be interpreted accordingly;

Representatives means any persons who are either an Appointed Representative of yours, your advisers, employees, agents and sub-contractors;

Marks has the meaning given in clause 12.1;

Party means one of the parties to this agreement and ''Parties'' shall be construed accordingly;

Personnel means your advisers, employees, agents and sub-contractors;

Service Description means the service description appended to the Engagement Letter, if any;

Territory means the United Kingdom; and

VAT means United Kingdom Value Added Tax as provided for in the Value Added Tax Act 1994.

The expressions " controller", "processing", "personal data", " processor", "data subject" and "subject access request" shall bear their respective meanings given in the Data Protection Legislation and any other grammatical forms of those expressions shall be interpreted accordingly.

1.2 The headings of the clauses and paragraphs are inserted for ease of reference only and shall not affect the interpretation or construction of the Agreement.

1.3 References to any statute or statutory provision or regulation includes a reference to that statute or statutory provision or regulation as from time to time amended, extended or re-enacted.

1.4 Unless the context otherwise requires, words importing the masculine shall include the feminine and the neuter and the singular shall include the plural and vice versa.

1.5 Any phrase introduced by the terms "including", "include", "in particular" or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.

1.6 References to persons shall include bodies corporate, unincorporated associations, and partnerships.

2. APPLICATION OF THESE CONDITIONS

2.1 These Conditions describe the relationship between you and us and sets out the terms and conditions upon which we may accept Referrals from you.

2.2 You are not required to sign the Engagement Letter or acknowledge these Conditions in order for them to become effective and binding on you. You will not be able to make Referrals until you agree to the terms of the Agreement.

2.3 Nothing in the Agreement limits our discretion to decline a Referring Partner Registration Form, any Referral, any Customer, or to vary the terms and conditions on which Referrals are accepted or to offer different terms on which we accept Referrals from you.

2.4 Any variations to these Conditions will be communicated to you via our website (www.hubfinancialsolutions.co.uk/destination-retirement-authorised-terms) and varied Conditions will take effect immediately on publication, will take precedence over the Agreement and will apply to all Referrals submitted under the Agreement. It is your responsibility to check the Website periodically and, prior to making Referrals to us, to ensure that you are familiar with the Conditions that are in force.

2.5 You will provide to us on our request the names, addresses and business details of the advisers, employees, agents, Appointed Representatives and other firms you have engaged to conduct Business with us. We reserve the right not to deal with any such advisers, director, partner, member, employees, agents and Appointed Representatives and will notify you accordingly. You will give us regular updates of regulatory or material corporate changes affecting your organisation or anyone joining or leaving your organisation (including Appointed Representatives) who makes Introductions to us. We may accept introductions from Appointed Representatives, employees, directors and agents and other firms you have engaged to do business with us.

2.6 We will assume that any person giving instructions to us on your behalf has the authority to act for you but we reserve the right at our sole discretion to ask for evidence of such authority or confirmation of instructions received. 2.7 If there is any conflict between the Applicable Laws and these Conditions, the Applicable Laws will take precedence. 2.8 The parties agree that the mutual obligations contained in this Agreement are adequate consideration.

3. THE REFERRER SERVICES

3.1 Subject to the terms and conditions of the Agreement, we appoint you on a non-exclusive basis to Introduce the Customers in the Territory, you agree to use reasonable efforts to promote the HUB-FS Services (the “Referrer Services”) subject to any specific instructions or requests from us, and you agree to provide the Referrer Services in accordance with:

3.1.1 the terms and conditions of the Agreement; and

3.1.2 Good Industry Practice;

3.1.3 Applicable Laws, and any applicable licences, consents, registrations, permits and approvals;

3.1.4 HUB-FS's reasonable instructions from time to time, including any guides, policies, handbooks or similar made available to you by HUB-FS from time to time.

3.2 You shall carry out the Referrer Services using only the HUB-FS Collateral, in accordance with any associated guidance relating to it made available by HUB-FS from time to time. You shall not:

3.2.1 promote, market or otherwise communicate with the Customers about the HUB-FS Services other than using HUB-FS Collateral; or

3.2.2 use the HUB-FS Collateral in an amended form, except to the extent expressly permitted in writing by HUB-FS.

3.3 You shall, immediately on HUB-FS’s written request, withdraw HUB-FS Collateral and where applicable replace it with any replacement HUB-FS Collateral provided.

3.4 Each party shall comply with its respective obligations set out in the Implementation Schedule in relation to the HUB-FS Services.

3.5 You acknowledge and agree that in providing the Referrer Services you are Authorised.

3.6 You shall provide HUB-FS any information that it reasonably requests to assist in its compliance with this Agreement and Applicable Laws, and to assist in the provision of the HUB-FS Services without charge.

3.7 We shall provide you with management information from time to time relating to the HUB-FS Services and the Customers (in an anonymised form), as set out in the management information schedule appended to the Engagement Letter, if any.

4. RELATIONSHIP BETWEEN YOU, HUB-FS AND THE CUSTOMERS

4.1 Where you make an Referral, you acknowledge and agree that:

4.1.1 HUB-FS shall have a direct relationship with the Customer, and shall provide the HUB-FS Services directly to the Customer;

4.1.2 HUB-FS does not provide any HUB-FS Services to you, and you shall not be a party to any contract between HUB-FS and a Customer; and

4.1.3 HUB-FS may change the HUB-FS Services from time to time.

4.2 Nothing in this Agreement shall in any way restrict HUB-FS from contacting the Customers, or offering alternative services to the Customers.

4.3 HUB-FS shall support the Customers’ use of the HUB-FS Services directly, and you shall refer any such support requests to HUB-FS.

5. AUTHORISED PERSONS

5.1 You warrant and represent that you are Authorised to carry out the relevant Mediation Activities.

5.2 You agree to notify us without delay if:

5.2.1 you cease to be Authorised by the FCA;

5.2.2 the scope of your FCA permissions are changed or any event occurs which could result in the scope of your FCA permission being changed; or

5.2.3 you are censured, fined or disciplined by the FCA for breach of the FCA Rules that could reasonably be viewed as relevant to the operation of the Agreement.

5.3 At no time will you act as or hold yourself out to be our agent.

5.4 You will maintain professional indemnity insurance in line with the requirements of the FCA in accordance with the Applicable Laws and will provide evidence of your policy on our request and in a format satisfactory to us.

6. WARRANTIES AND RESTRICTIONS

6.1 In order to effect Introductions, you warrant that you will:

6.1.1 not distribute any Non-Real Time Financial Promotions unless it is in a form provided by us to you;

6.1.2 have full authority from the Customer to enable you to make Introductions to us;

6.1.3 ensure each Representative complies with the terms of the Agreement as if they were a party to the Agreement;

6.1.4 perform your obligations under the Agreement to Good Industry Practice;

6.1.5 adhere to all Applicable Laws when performing any of your obligations under the Agreement and shall not do anything to place HUB-FS in breach of Applicable Laws;

6.1.6 handle complaints in accordance with Clause 7;

6.1.7 maintain all authorisations, licences and consents, required to effect Introductions and will not act outside the scope of such authorisations, licences and consents;

6.1.8 notify us if any pending or actual legal proceedings are commenced against the Introducer and/or if any partner, director, employee or agent is charged or convicted of any criminal offence (other than a minor traffic offence) in any jurisdiction to which they are subject which in our reasonable opinion has a material adverse effect on the Agreement or our business or reputation;

6.1.9 to the extent reasonably practicable, ensure that any information that you provide to us is accurate to the best of your knowledge and belief;

6.1.10 ensure that your personnel are competent and adequately trained to perform their obligations in connection with the Agreement and that you monitor them to ensure such compliance;

6.1.11 provide such approvals and responses to queries from us as may be reasonably required under the Agreement in a timely fashion;

6.1.12 provide any information as may be reasonably requested by us free of charge to assist us to perform our obligations under the Agreement; and

6.1.13 pass on immediately any documentation to us which the Customer gives to you in relation to the HUB-FS Services and keep copies on your file.

6.2 You warrant that you will notify HUB-FS immediately if:

6.2.1 you undergo a Change of Control;

6.2.2 there are material changes in your legal identity or constitution; or

6.2.3 any event occurs that could materially affect your credit worthiness.

6.3 We may carry out credit checks on you and we reserve the right not to accept further Introductions from you or to stop the payment of Introducer Fees if we have any concerns about your credit status.

6.4 We place particular importance on ensuring that the HUB-FS Services are conducted having due regard at all times to the requirement of fair treatment of customers and the delivery of good customer outcome (“TCF and form the 31st July 2023, the FCA’s Consumer Duty regulations”). We will not accept Introductions from you where we believe that it would not be in the best interest of customers or would be in breach of the FCA rules and guidance. In order to meet our regulatory obligations we may from time to time request information from you concerning your approach to the fair treatment of customers and the delivery of good customer outcomes. You agree to supply us with information that we reasonably request without delay.

6.5 You shall not:

6.5.1 sign any document on our behalf;

6.5.2 bind us to any contract with any third party;

6.5.3 accept premiums, contributions or transfers of funds for the HUB-FS Services on our behalf or represent yourself as being entitled to do so;

6.5.4 vary any Business documentation, endorsement, contract note, certificate of receipt or any document relating to our relationship with a Customer;

6.5.5 describe yourself as agent or representative of HUB-FS;

6.5.6 incur any liability on our behalf or bind us in any way except as expressly permitted by the Agreement;

6.5.7 act in any way which could reasonably be expected to have an adverse effect on our general reputation;

6.5.8 knowingly do or omit to do anything that would cause us to be in breach of any Applicable Laws or regulations applicable to it as a result of the terms of the Agreement;

6.5.9 complete or assist in the completion of any application or quotation in respect of a contract of any Business provided by us, or complete or assist in the completion of any other policy documentation;

6.5.10 offer any form of advice or recommendation on the suitability of any Business, or undertake any activity that might lead a Customer to believe that they have received any such advice or recommendation in respect of HUB-FS Services;

6.5.11 arrange or sell any Business in respect of HUB-FS Services;

6.5.12 collect any information or premium relating to any Business or, in any way whatsoever, administer any such contract or deal with any claim relating to any such contract;

6.5.13 produce, publish, distribute, issue, display or use any form of marketing, promotion or advertising relating to any Business or the HUB-FS Services, other than in accordance with clause 3.2 and 3.3;

6.5.14 hold any client money (as defined in FSMA) in respect of HUB-FS Customers; 6.5.15 handle or administer claims under a contract of insurance provided by us and any such claims received by you shall be referred to us as soon as possible; or

6.5.16 hold yourself out as able to do any of the above in respect of HUB-FS Customers.

6.6 You shall notify us immediately upon becoming aware of any event which could be reasonably considered to: (i) have a material effect on your ability to perform your obligations under the Agreement; or (ii) would have an adverse impact on our reputation.

6.7 You will always act in the Customer's best interests and comply with the FCA Rules treating customers fairly and ensure all communications with Customers are clear, fair and not misleading in compliance with the FCA Rules (particularly Principle 6 in the FCA Rules and form the 31st July 2023, the FCA’s Consumer Duty regulations).

6.8 If applicable, you will procure that each Representative complies with the terms of the Agreement as if they were a party to the Agreement and references to "Introducer", "you" and "your" shall include your Representatives, where applicable.

7. OUR RIGHTS

7.1 We may disclose and/or use any information or data you give us for the purposes of exchanging information, crime prevention, conducting market research, preparing strategic or other marketing plans or gauging product sales or product performance. We may also exchange the information with associated companies, service providers, product providers or agents (who may be located in other countries) with which we have a contractual relationship, or to any party in connection with the approved uses of such information set out above. In doing so, we will always comply with Applicable Laws and where appropriate we will amend the information or data so as not to identify the Customer.

7.2 We reserve the right to send communications and information directly to the Customer and make direct contact with the Customer at our discretion.

7.3 We will contact Customers from time to time to provide the HUB-FS Services to them, deal with their queries and to provide information to them about the HUB-FS Services or our business. Nothing in the Agreement prevents us from contacting Customers for any purpose where we have acquired their details other than via you.

7.4 We shall provide you with immediate notice if the terms of our authorisation become limited or in any other way materially affected so as to adversely impact the Agreement.

8. COMPLAINTS

8.1 You shall immediately inform us in writing of any complaint in connection with the Referrer Services or the HUB-FS Services, whether such complaint is written, oral or otherwise conveyed, and at the same time provide us with any information we reasonably request in relation to such complaint.

8.2 You shall have no authority to deal with any complaints on our behalf. The parties shall each use reasonable efforts to co-operate with the other to resolve and/or respond to a complaint, and you shall maintain a record of all complaints in accordance with clause 8.

8.3 We shall, once in receipt of notice of a complaint pursuant to clause 7.1, handle the complaint in accordance with our complaints policy (as may be amended from time to time). A complaint which does not relate to these Conditions or the HUB-FS Services will be referred back to the Referrer to handle the complaint in accordance with its own complaints policy.

9. RECORDS AND RIGHT OF ACCESS

9.1 You shall keep, or cause to be kept, records relating to the performance of your obligations in connection with the Agreement (the "Records"), in particular relating to communications made to Customers relating to the HUB-FS Services and use of HUB-FS Collateral, for the duration of the Agreement and for six years thereafter, and otherwise in accordance with Applicable Laws.

9.2 You agree (and shall procure that your employees, agents and sub-contractors agree) on request, to provide HUB-FS or our agents forthwith with any information (including the Records) which is in your possession, control or knowledge relating to the Agreement to enable us to discharge our obligations to the FCA or as required under FSMA. We shall be entitled without further enquiry to accept such information received from you as being to your reasonable knowledge, true, accurate and not misleading.

9.3 You agree to deal in an open and co-operative way with HUB-FS, the FCA and any other relevant competent authority in relation to reasonable requests or directions, including reasonable access to your premises during business hours, by us to ensure that you are in compliance with your obligations under the Agreement and Applicable Laws.

9.4 We will not use the Records or any information provided by you for any purposes other than as set out in clause 8.2.

10. FEES

10.1 Any fees payable between HUB-FS and the Referrer, or between HUB-FS and a Customer, are set out in the Fee Schedule, and the parties agree to pay such fees (where relevant) in accordance with the Fee Schedule. Unless otherwise stated all such amounts are exclusive of all taxes, duties and other charges imposed by government (“Taxes”).

10.2 Unless otherwise stated in the Fee Schedule, the relevant party shall pay any fees due under this Agreement by electronic transfer to an account nominated by the other party in cleared funds without deduction or set-off within 30 days of the date printed on the validly issued invoice or statement account (as the case may be). Where Taxes are payable on such fees and are detailed on the invoice or statement of account (as the case may be), the paying party shall pay such Taxes together with such fees.

10.3 If a party fails to pay an amount in accordance with this Agreement by its due date for payment, the other party may charge it interest on that sum, at 4% per annum above the Bank of England base rate as at the date on which the unpaid amount falls due, from the date on which the sum fell overdue for payment until the date upon which the sum is paid, whether before or after judgment and accruing daily.

10.4 You shall make all required disclosures to Customers in respect of any payment of an Introducer Fee, other fees, and/or any other reward or advantage which you receive for Introducing the Customer to HUB-FS.

10.5 We will credit or pay you the Introducer Fee in accordance with the Agreement for each Introduction that leads to a Completion.

10.6 Any Introducer Fee due to you shall be the amount notified by us to you in writing. We reserve the right to change the rate of Introducer Fee in writing from time to time and will give you not less than 3 months prior written notice of such change.

10.7 We will be entitled to receive repayment of Introducer Fee paid out to you in the event of overpayment of Introducer Fee, non-entitlement to Introducer Fee or incorrect payment. In addition, Introducer Fee is repayable as a debt (whether demanded or not) in the following circumstances:

10.7.1 in full if any Business is cancelled in the regulatory or contractual cancellation period or cooling-off period;

10.7.2 in full or in part if you receive more Introducer Fee than you are due, repayment being the excess Introducer Fee amount;

10.7.3 in full or in part where you have been notified by us; or

10.7.4 in full or in part where Introducer Fee has been paid in circumstances where it should not have been paid under Applicable Laws.

10.8 You will remain liable at all times including after termination of the Agreement for debts and reclaims of Introducer Fee due to us. 10.9 We reserve the right to cease paying Introducer Fee to you in relation to any or all Introductions if we have concerns regarding the authority of a Representative, partner, director, principal, adviser, member or other representative of yours to represent you or to give us instructions.

11. TERMINATION

11.1 Either party may terminate the Agreement with immediate effect by giving written notice to such effect to the other party in the event of any one or more of the following:

11.1.1 any irremediable material breach by the other party of the provisions of the Agreement or, any remediable material breach of this Agreement which has not been remedied 30 days after an initial notice was given;

11.1.2 misconduct on the other party’s part which is or could be prejudicial to the terminating party’s business or reputation;

11.1.3 the other party suffers an Insolvency Event;

11.1.4 the other party undergoes any Change of Control in ultimate ownership or control (whether voluntary or involuntary or by operation of law or otherwise);

11.1.5 the terminating party reasonably believe that the other party is in breach of Applicable Laws, or is actually in breach;

11.1.6 the other party is subject to disciplinary proceedings brought by the FCA or another regulatory body; or

11.1.7 the charging or conviction of any partner, director, employee or agent of the other party of any criminal offence (other than a minor traffic offence) which in the terminating party’s reasonable opinion has a material adverse effect on the Agreement or the terminating party’s business or reputation.

11.2 We may terminate the Agreement with immediate effect by giving notice to such effect to you in the event of any one or more of the following:

11.2.1 the volume of Customers accessing the HUB-FS Services is not commercially viable for HUB-FS to continue providing the HUB-FS Services;

11.2.2 we are advised or we become aware that you have entered into a single-tie arrangement with a third party or any other arrangement where you are no longer able to effect Referrals or are subject to a conflict of interest;

11.3 The Agreement shall terminate immediately without notice on the occurrence of any of the following events:

11.3.1 the alteration, revocation or suspension of either party’s Authorisation; or

11.3.2 a Party is instructed to do so by the FCA.

12. CONSEQUENCES OF TERMINATION

12.1 Unless otherwise specified in the Agreement, all rights and obligations of the parties under the Agreement shall terminate automatically save for:

12.1.1 such rights of action as shall have accrued prior to termination (including without limitation any and all actions for any breach of a provision in the Agreement); and

12.1.2 clauses 1, 8, 12, 13, 14, 16 and 18.

12.2 Nothing in clause 11.1 shall prevent HUB-FS from concluding any Referrals.

12.3 Upon termination or expiry of this Agreement:

12.3.1 without waiting for a final statement of account or invoice (as the case may be), you will pay immediately all sums due and outstanding to us as at the date of termination or expiry;

12.3.2 At our option, you shall either destroy or return any books, records, papers, documents, marketing material, computer hardware or software and any other property belonging to us and in your possession, custody or control; and

12.3.3 you shall cease all use of all HUB-FS Collateral and any Marks with immediate effect.

13. INTELLECTUAL PROPERTY RIGHTS

13.1 Each party’s name(s) and logo(s) (the "Marks"), together with all associated goodwill and trade mark registrations in respect of them, belong to that respective party or its Affiliates. Nothing in the Agreement shall operate to transfer the ownership of any Mark or Intellectual Property Right from one party to the other.

13.2 Each party may only use the Marks for the purposes of complying with its obligations or exercising its rights under this Agreement, except where in individual cases the owning party gives permission in writing for use for other purposes.

13.3 You may only use our Marks on material and documents provided by us except where in individual cases permission is given in writing for their use on documents and/or materials produced by or for you.

13.4 If permission is given to use a Mark and this permission is later withdrawn, the relevant party will stop reproducing or using the Mark and return or destroy at the owning party’s request all stocks of relevant material.

13.5 Neither party will not do, or authorise any third party to do, any act that would or might invalidate or be inconsistent with any Intellectual Property Right that the owning party or its Affiliates hold in such Marks, or which would damage or dilute the value or reputation of the Marks (or any goodwill therein) or that of that party or its Affiliates.

13.6 All Intellectual Property Rights in all materials, documentation and data (including personal data) we make available to you, or which you access from or via us electronically, whether for your use or the use of Customers belong to HUB-FS or our Affiliates or licensors. You may not reproduce such materials in part or as a whole without our consent except where it is necessary to do so for regulatory or other legal purpose and in such circumstances you will record the number and location of all copies of such materials and take steps to prevent unauthorised copying.

14. DATA PROTECTION, DATA SECURITY AND ELECTRONIC MAIL

14.1 The parties acknowledge and agree that no Customer Data should be shared between the parties in connection with this Agreement. However, to the extent that any Customer Data is shared between the parties, the parties shall each comply with clauses 13.2 to 13.3 in relation to that Customer Data.

14.2 In respect of the parties' rights and obligations under the Agreement regarding the Customer Data, the parties hereby acknowledge and agree that they act as data controllers in their own right. Accordingly each Party shall at all times during the term of the Agreement, comply with the Data Protection Legislation and shall not do any act or make any omission which would put the other Party in breach of its obligations under the Data Protection Legislation.

14.3 Each Party agrees to provide reasonable assistance as is necessary to the other to:

14.3.1 enable each Party to comply with any subject access requests (whether in relation to access to personal data, rectification, restrictions on processing, erasure or portability) and to respond to any other queries or complaints from their data subjects in accordance with the Data Protection Legislation;

14.3.2 facilitate the handling by the other Party of any Data Security Breach for which the other party is responsible as soon as reasonably practicable upon becoming aware which shall include the party responsible for the breach notifying: (b) the relevant supervisory authority, promptly and in any event no later than 72 hours after becoming aware of it; and (c) the relevant data subjects without undue delay, where required by the Data Protection Legislation, provided that before making a notification under clause 14.3.2 each Party agrees not to make any other announcement or otherwise make public any notice or information about a Data Security Breach without the other Party's approval, where applicable; and

14.3.3 provide reasonable assistance as is necessary to the other party to respond within a reasonable time to any enquiries from the supervisory authorities in relation to the Customer Data.

15. INDEMNITY

15.1 You agree to indemnify us for any loss, cost, fines (including regulatory fines), damage, expense, liability, action, proceedings, claims or demands however arising that we may suffer arising from:

15.1.1 any omission or breach of the Agreement by you or one of your Personnel, or your or their failure to comply with the Applicable Laws or otherwise by your or their negligence, wilful default, fraud or breach of duty on your part;

15.1.2 a decision by the FCA, Financial Ombudsman Service (or its successor or replacement from time to time), any other regulatory body or court that we are liable to pay a claim to a Customer arising as a result of any omission or breach of the Agreement by you and if applicable your Representatives or your failure to comply or if applicable your Personnel’s failure to comply with Applicable Laws; or

15.1.3 any advice or any recommendation you or your Representatives provide (whether intended or otherwise) to a Customer in connection with the Business.

16. LIABILITY

16.1 Nothing in the Agreement shall exclude or limit the liability of either Party:

16.1.1 for fraud, fraudulent misrepresentation, bribery, deceit, dishonesty;

16.1.2 for death or personal injury resulting from its negligence; or

16.1.3 in respect of any other liability which cannot be excluded or limited by Applicable Laws.

16.2 Each Party excludes liability to the other for any indirect, special, incidental or consequential loss or damage howsoever arising in respect of the Agreement, including for loss of reputation or goodwill.

16.3 Subject to clauses 15.1 and 15.2, our maximum liability to you under the Agreement whether in contract, tort, restitution or otherwise shall not exceed £50,000.

16.4 For the avoidance of doubt, we are liable to Customers under our own separate arrangements and contracts with each of them and accordingly any and all such liability shall not fall under any provision of the Agreement.

17. CONFIDENTIALITY

17.1 Both parties undertake that for the duration of the Agreement and thereafter they will keep confidential and (except for the purposes of the Agreement) will not use or (without the other party’s prior written consent) disclose to any third party any Confidential Information which may be disclosed or become known to it by the other party. Each party undertakes to the other to take all steps as shall from time to time be necessary to ensure compliance with this clause 16.

17.2 Clause 16.1 does not apply to Confidential Information which:

17.2.1 is or becomes at any time after that date publicly known other than by breach of the Agreement;

17.2.2 the relevant party can show to the other party’s reasonable satisfaction to have been known by it before disclosure by the other party to the relevant party (other than as a result of a breach of any obligation of confidentiality);

17.2.3 is or becomes available to the relevant party otherwise than pursuant to the Agreement and free of any restrictions as to its use or disclosure; or

17.2.4 is required to be disclosed by Applicable Laws.

18. BRIBERY AND CORRUPTION

18.1 It is our policy to comply with all the legal obligations imposed on us in connection with Bribery and Corruption. To the extent that any such applicable Bribery and Corruption obligations apply to you, your business or your officers or employees in any relevant jurisdiction, in introducing business to us, you represent that you, your business and your officers and employees are compliant and will remain compliant with such Bribery and Corruption obligations and that you will have in place adequate and effective procedures and regularly audit and monitor such procedures to prevent a breach of any such compliance and report promptly to us in writing any breaches of such compliance (including where there is a suspicion of a breach or an allegation of a breach) which are or may be relevant to the Agreement.

19. NON-SOLICIATATION

During the duration of the Agreement and for a period of two years thereafter, you must not directly or indirectly contact or solicit employees, officers or directors of HUB-FS or any of its Affiliates. However, this clause shall not apply to situations where employees, officers or directors of HUB-FS or its Affiliates have responded to general recruitment campaigns by you and without any direct or indirect inducement from you.

20. GENERAL

20.1 Assignment and Subcontracting

20.1.1 You may not sub-license, assign or transfer in any way any rights, liabilities and/or obligations under the Agreement on a temporary or permanent basis to any third party without our prior written consent.

20.1.2 We reserve the right to sub-licence, assign or transfer any of our rights, liabilities and/or obligations or delegate any of our obligations under the Agreement to any Affiliates or part of any group of which we form part.

20.2 Notices: Any notice under the Agreement will be given in writing and signed by or on behalf of the party giving it and may be hand delivered (including courier), or sent by first class registered post. Notice will be deemed to have been given on the day of delivery unless it is not a Business Day, in which case delivery will be deemed to be given at 10am on the next Business Day. We will send notices to you at your last known business address. You will send notices to us to Legal Department, Just Retirement, Enterprise House, Bancroft Road, Reigate, RH2 7RU.

20.3 Severance: If any provision or part of any provision is declared void, voidable, illegal or unenforceable, then it will be deemed deleted from the Agreement and the remaining provisions will continue to be valid and enforceable to the fullest extent permitted by law.

20.4 Waiver: Any failure to exercise or any delay in exercising a right or remedy provided by the Agreement or at law or in equity will not constitute a waiver of the right or remedy or a waiver of any other rights or remedies. A waiver of a breach of any of the provisions of the Agreement will not constitute a waiver of any other breach and will not affect the other provisions of the Agreement. The rights and remedies provided by the Agreement are cumulative and (except as otherwise provided in the Agreement) are not exclusive of any rights or remedies provided at law or in equity.

20.5 Rights of Third Parties: Neither we nor you intend that any provision of the Agreement should be enforceable by any person who is not a party to it and their successors in title and permitted assignees. The Contracts (Rights of Third Parties) Act 1999 will not apply to the Agreement.

20.6 Entire Agreement: The Agreement constitutes the entire agreement and understanding between us and you in respect of the matters dealt with in them and supersedes, cancels and nullifies any previous terms of business between us and you relating to such matters. You acknowledge and agree that in entering into the Agreement, you do not rely on, and will have no remedy in respect of, any statement, representation, warranty or understanding (whether negligently or innocently made) by us other than as expressly set out in the Agreement.

20.7 Nature of Relationship: Nothing in the Agreement should be construed as indicating or giving rise to a joint venture, agency or partnership. You will not sign or amend any documents or policies on our behalf, and will not make any statements or promises or representations of any kind which bind or purport to bind us, and you will not hold yourself out as having authority to make any such representation.

20.8 Personnel’s compliance with this Agreement. If applicable, you will procure that each of your Personnel complies with the terms of the Agreement as if they were a party to the Agreement and references to "Referrer", "you" and "your" shall include your Personnel, where applicable.

20.9 Law and Jurisdiction: The Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales. Each Party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with the Agreement or its subject matter or formation (including non-contractual disputes or claims).