RETIREMENT SERVICES TERMS OF BUSINESS

Effective from 19 March 2021

1.1 This Agreement describes the relationship between you and us and sets out the terms and conditions upon which we will provide Retirement Services to Members with effect from the date you sign the Engagement Letter or such other date as is set out in that letter (the “Commencement Date”).

1.2 Any variations to this Agreement will be communicated to you via https://www.hubfinancialsolutions.co.uk/retirement-services-terms (other than changes to the Charges (as set out in Schedule 1 of the Engagement letter) which will be notified to you in writing) and the varied Agreement will take precedence over this Agreement and will apply from the date of such communication. It is your responsibility to check the url https://www.hubfinancialsolutions.co.uk/retirement-services-terms periodically to ensure that you are familiar with any variations that we make to this Agreement. Unless otherwise specified, any variations will take effect from the date we publish the notification on https://www.hubfinancialsolutions.co.uk/retirement-services-terms.

1.3 If there is any conflict between the Applicable Laws and this Agreement, the Applicable Laws will take precedence.

2. Definitions

2.1 In these Terms of Business (save where the context requires otherwise), the following expressions have the following meanings:

“Accredited Body” means the bodies listed in the Glossary in the FCA's Handbook of Rules and Guidance as amended or replaced from time to time;

“Agreement” means the Engagement Letter (including its Schedules) and these Retirement Services Terms of Business as amended from time to time;

“Applicable Laws and Regulations” 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, The Pensions Regulator, HM Revenue and Customs and any other regulatory body or Accredited Body which we or you are expected to comply with;

“At-Retirement Services” means the non-advised at-retirement services and/or the advised at-retirement services provided by HUB-FS to the Member as set out, and subject to the limitations set out, in Schedule 2 of the Engagement Letter and the IDD;

“Bribery and Corruption Laws” means 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 HUB-FS and/or your activities under this Agreement;

“Business Day” means a day which is not a Saturday, Sunday or a public holiday in England, Wales, Scotland and Northern Ireland;

“Confidential Information” means the existence and terms of this Agreement and all other information disclosed by one party to the other (whether before or after the date of this 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, save to the extent that such information: (i) is already in the public domain at the time of disclosure; or (ii) enters the public domain at the time of disclosure other than by a breach of any obligation of confidentiality; or (iii) is obtained by the receiving party other than as a result of this Agreement;

“Consumer Prices Index or CPI” means the Consumer Prices Index as published by the UK Office for National Statistics or failing publication, such other index most closely resembling such index;

“Data Protection Legislation” means all privacy laws applicable to any personal data processed under or in connection with this 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;

“Engagement Letter” means the letter addressed to you that describes the Retirement Services that you sign to indicate, amongst other things, your agreement to these Terms of Business;

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

“Group Company” means in respect of a party, any body corporate which is from time to time a holding company of that party, a subsidiary of that party or a subsidiary of a holding company of that party, where “holding company” and “subsidiary” are as defined in section 1159 of the Companies Act 2006;

“HUB-FS”, “we”, “our” or “us” means HUB Financial Solutions Limited, a company registered in England (Registered Number 05125701) whose registered office is at Enterprise House, Bancroft Road, Reigate, Surrey, RH2 7RP;

“IDD” means the initial disclosure document provided to Members, incorporating terms and conditions entered into between HUB-FS and the Member in relation to the provision of At-Retirement Services by HUB-FS;

“Information” means, in relation to a Member, 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); (v) reference (i.e. National Insurance number); and (vi) retirement date;

“Initial Term” means a period of three (3) years commencing on the Commencement Date;

“Insolvent” means a party who:

a) has a receiver, administrator or provisional liquidator appointed;

b) is subject to a notice of intention to appoint an administrator;

c) passes a resolution for its winding-up (save for the purpose of a solvent restructuring);

d) has a winding up order made by a court in respect of it;

e) enters into any composition or arrangement with creditors (other than relating to a solvent restructuring);

f) ceases to carry on business; or

g) has any steps or actions taken in connection with any of these procedures;

“Intellectual Property Rights” means any patents, petty patents, utility models, trademarks, design rights (whether it can be registered or otherwise), applications for any of the foregoing, copyright, moral rights, database rights, rights in goodwill, know-how, secret processes, inventions, trade or business names, domain names, website addresses, rights in the computer software (including rights in the look and feel, materials, content and coding of any software) and any similar rights in any country, together with the right to sue for and recover damages or other relief in respect of infringements of any of them;

“Member” means an individual who is a member of the Scheme and who receives Retirement Services from HUB-FS in accordance with clause 3.1;

“Pre-Retirement Services” means the non-advised pre-retirement services and/or the advised pre-retirement services provided by HUB-FS on behalf of the Trustees to a Member as set out, and subject to the limitations set out, in Schedule 2 of the Engagement Letter;

“Product” means annuities, pensions, income drawdown, or other retirement products made available to Members;

“Retail Prices Index” or RPI means the Retail Prices Index as published by the Office for National Statistics from time to time, or failing publication, such other index most closely resembling such index;

“Retirement Services” means Pre-Retirement services and the At-Retirement Services;

“Scheme” means the scheme or schemes named in the Engagement Letter;

“Trustees”, “you” or “your” means the Scheme trustees who can be individuals or a corporate entity, to whom the Engagement Letter is addressed;

“VAT” means United Kingdom Value Added Tax as provided for in the Value Added Tax Act 1994;

2.2 In these Terms of Business:

2.2.1 headings and sub-headings are for ease of reference only and do not affect the interpretation of this Agreement;

2.2.2 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;

2.2.3 references to Clauses and Schedules are references to clauses and schedules of and/or to this Agreement;

2.2.4 unless the context otherwise requires, words importing the masculine shall include the feminine and neuter and the singular shall include the plural and vice versa;

2.2.5 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; and

2.2.6 the expressions "data controller", “personal data”, "data processor", “data subject” and "subject access request" shall bear their respective meanings set out in the Data Protection Legislation and any other grammatical forms of those expressions shall be interpreted accordingly; and

2.2.7 "process" and other derivations such as "processed" and "processing" means any use of or processing applied to any personal data and includes "processing" as defined in the Data Protection Legislation.

3. Retirement Services

3.1 HUB-FS agrees to deliver the Retirement Services to those Members whose Information you have provided to us or has been provided to us on your behalf and you agree to pay us the Charges/Commission (as defined below) in accordance with this Agreement.

3.2 You acknowledge and agree that HUB-FS shall at all times provide the At-Retirement Services directly to each Member pursuant to a separate agreement between HUB-FS and each Member. HUB-FS shall have no obligations or liability to you in respect of the Retirement Services or the Products other than as expressly set out in this Agreement.

3.3 HUB-FS assumes no responsibility for the accuracy or completeness of the Information that Trustees provide HUB-FS and will have no obligation to verify the accuracy or completeness of such Information.

3.4 HUB-FS will provide the Retirement Services with reasonable skill and care and in accordance with all Applicable Laws and Regulations.

3.5 HUB-FS is authorised and regulated by the FCA.

Your Obligations

3.6 You shall:

3.6.1 co-operate with HUB-FS in all matters relating to the delivery of the Retirement Services to the Members;

3.6.2 where applicable, collect the agreed Information from the Scheme administrator and shall pass the Information electronically by secure email to HUB-FS;

3.6.3 provide, in a timely manner, all information as HUB-FS may reasonably require free of charge to provide the Retirement Services and ensure that such information is complete and accurate in all material respects and is not misleading;

3.6.4 promptly notify HUB-FS of any errors or omissions in, or changes to, information (including the information provided to HUB-FS by or on behalf of the Trustees of which they become aware);

3.6.5 immediately inform us in writing of any complaint in connection with the Retirement Service, 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. You shall have no authority to deal with any complaints on our behalf. At our request and solely at your own cost, you shall provide us with all reasonable assistance in the investigation of a complaint and you shall maintain a record of all complaints in accordance with clause 9. For the avoidance of doubt a complaint which does not relate to this Agreement or which relates to your own services will be referred back to you to handle the complaint in accordance with your own complaints policy;

3.6.6 perform your obligations under this Agreement with reasonable skill ,care and diligence;

3.6.7 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;

3.6.8 adhere to all Applicable Laws and Regulations and duties and powers when performing any of their obligations under this Agreement including but not limited to Bribery and Corruption Laws and ensure all such duties and powers are maintained; and

3.6.9 promptly provide us with any documentation or information provided to you by any Member in respect of the services under this Agreement and ensure that any responses to queries from us (as may be reasonably required under this Agreement) is provided to us in a timely fashion.

3.7 You further acknowledge that you shall not:

3.7.1 knowingly do or omit to do anything that would cause us to be in breach of any Applicable Laws or Regulations;

3.7.2 complete or assist in the completion of any application or quotation in respect of a contract of any service provided by us, or complete or assist in the completion of any other policy documentation, nor hold yourself out to be our agent;

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

3.7.4 offer any form of advice or recommendation on the suitability of any of our services, or undertake any activity that might lead a Member to believe that they have received any such advice or recommendation in respect of HUB-FS services; nor

3.7.5 produce, publish, distribute, issue, display or use any form of marketing, promotion or advertising relating to any HUB-FS services other than the At-Retirement Services or Retirement Services in accordance with this Agreement.

3.8 The Trustees acknowledge that HUB-FS will enter into a direct relationship with the Member in relation to the provision of the At-Retirement Services. Such relationship will be governed by the terms and conditions of the IDD as amended from time to time in accordance with its terms.

3.9 All documentation relating to products or services available from or through HUB-FS will be subject to the prior written approval of HUB-FS and you shall not vary such documentation, shall provide it immediately to the Members on request and shall immediately cease to use or provide to the Members such documentation upon written notice from HUB-FS.

4. Charges/Commission, Invoicing and Set-Off

4.1 The Charges/Commission payable to HUB-FS shall be paid in accordance with Schedule 1 of the Engagement Letter (the “Charges/Commission”).

4.2 You acknowledge that HUB-FS shall be entitled to increase the Charges (as defined in the Engagement Letter) in line with the Consumer Prices Index or Retail Prices Index (or such other similar index) on each anniversary of the Commencement Date. You also acknowledge that HUB-FS shall review the Commission rates (as defined in the Engagement Letter) on each anniversary of the Commencement Date and shall be entitled to increase the Commission rates, provided that HUB-FS shall not be entitled to increase the Charges or Commission rates under this clause more than once in any 12 month period.

4.3 Unless stated otherwise in the Engagement Letter, the Charges/Commission and any agreed expenses payable by the Trustees to HUB-FS are subject to VAT at the rate applicable at the time. Payment of the Charges/Commission will be made to such bank account and at such frequency and in such method as is agreed with us in writing from time to time within 30 days from and including the date of its invoice.

4.4 If you fail to pay any sum due to us under this Agreement within 30 days of its due date, we shall be entitled to charge interest on any amount outstanding at the rate of 3 % per annum above the base rate of Barclays Bank plc from time to time, such interest being charged as a separate, continuing obligation and not merging with any judgment.

4.5 In the event that you have a debt due to us, you will settle that debt immediately or by setting off as follows. You agree that we have the right to set off any fees or any other monies due to you from us under this Agreement against any debt howsoever arising that you owe to us.

4.6 Exercising our rights under this clause will be without prejudice to any other rights or remedies available to us or that we may have.

5. Liability and Indemnity

5.1 Subject to clauses 5.2, 5.4 and 5.7, HUB-FS total liability to you arising under or in connection with this Agreement or any breach or non-performance of this Agreement no matter how fundamental (including by reason of its negligence) in contract, tort, restitution or otherwise shall be an amount equal to two times the Charges/Commission paid by you and received by us during the twelve months immediately preceding the date of the cause of action.

5.2 For the avoidance of doubt, we are liable to Members 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 this Agreement.

5.3 Subject to clause 5.7, HUB-FS shall not be liable to the Trustees for any:

5.3.1 loss of anticipated savings;

5.3.2 loss of or damage to reputation or goodwill;

5.3.3 loss of opportunity;

5.3.4 losses or liabilities under or in relation to any other contract; or

5.3.5 indirect, consequential or special loss or damage, which in each case arises out of or in connection with this Agreement or any breach or non-performance of this Agreement no matter how fundamental (including by reason of HUB-FS’s negligence) and whether or not HUB-FS had been informed of or was aware that there was a serious possibility of such loss.

5.4 Subject to clause 5.2 and 5.7, HUB-FS’s total aggregate liability in respect of any breaches of the Data Protection Legislation which relate to the Agreement shall be limited to £500,000 in aggregate.

5.5 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:

5.5.1 any omission or breach of this Agreement by you or your failure to comply with the Applicable Laws and Regulation or otherwise by your negligence wilful default, fraud or breach of duty on your part;

5.5.2 any omission or breach by your employees or agents to comply with this Agreement or their failure to comply with Applicable Laws and Regulation or otherwise by their negligence wilful default, fraud or breach of duty on their part;

5.5.3 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 Member arising as a result of any omission or breach of this Agreement by you or your failure to comply with Applicable Laws and Regulation;

5.5.4 any advice or any recommendation you provide in breach of clause 3.7.4 of these terms or otherwise (whether intended or not) to a Member in connection with the services provided by us to Members; or

5.5.5 if you take charges to which you were not entitled.

5.6 Subject to clause 5.7, your total aggregate liability arising under or in connection with this Agreement or any breach or non-performance of this Agreement no matter how fundamental (including by reason of its negligence) in contract, tort or otherwise shall be an amount equal to two times the fees paid by you or commission received by us during the twelve months immediately preceding the date of the cause of action.

5.7 Notwithstanding any contrary provision in this Agreement, neither party shall limit or exclude its liability under this Agreement in respect of any:

5.7.1 death or personal injury caused by its negligence;

5.7.2 fraud, fraudulent misrepresentation, bribery, deceit, dishonesty;

5.7.3 liability to the Members; and

5.7.4 other liability which cannot be excluded under law or regulation.

6. Intellectual Property

All Intellectual Property Rights in the Retirement Services shall remain vested in HUB-FS.

7. Confidentiality

7.1 Each party will keep confidential and shall not disclose to any third party unless otherwise permitted under this Agreement and shall ensure that its employees and agents shall not disclose to any third party nor use for its own or any third party's purposes any Confidential Information of the other.

7.2 Each party may disclose Confidential Information to its professional advisers but otherwise will only disclose Confidential Information to those of its employees, officers, sub-contractors and agents who (i) need to know it for the purpose of exercising or performing its rights and obligations under this Agreement; (ii) have been informed of the confidential nature of the Confidential Information divulged; and (iii) agree to act in compliance with the confidentiality requirements of this Agreement.

7.3 HUB-FS shall be entitled to disclose Confidential Information (and Information) to providers of Products in order to deliver the Retirement Services.

7.4 HUB-FS will retain relevant Information for as long as may be necessary in order to discharge its legal and regulatory requirements.

7.5 Notwithstanding any other provision of this Agreement, it shall not be a breach of this Agreement for the receiving party to:

7.5.1 disclose any Confidential Information pursuant to Applicable Laws and Regulations, a court order or a binding request from a regulatory (or other analogous) authority with jurisdiction or from any other third party with power to require the disclosure of such information, provided that (to the extent it is permitted to do so) the receiving party gives all reasonable notice of such disclosure to the disclosing party;

7.5.2 disclose the existence and terms of this Agreement to an actual or genuine potential purchaser of the receiving party or of all or any part of the receiving party’s business, provided that such disclosure is made under conditions of confidentiality at least as onerous as those set out in this clause 7.

7.6 This clause shall continue for two years following termination of this agreement however caused.

8. Term and Termination

8.1 This Agreement shall commence on the Commencement Date and subject to clause 8.3 of this Agreement shall remain in effect for the Initial Term, unless and until terminated by either party in accordance with the termination provisions in this clause 8.

8.2 Either party shall have the right to terminate this agreement on giving the other party not less than six (6) months written notice of termination.

8.3 Either party may terminate this Agreement immediately by written notice to the other if:

8.3.1 the other party commits any breach of this Agreement capable of remedy and fails to remedy such breach within a period of 30 days from the date of a notice specifying the breach and requiring it to be remedied;

8.3.2 the other party reasonably believes that the other is in breach of Applicable Laws and Regulations;

8.3.3 the other party commits an irremediable breach of this Agreement;

8.3.4 the other party becomes Insolvent (or in the case of you, the Scheme enters the Pension Protection Fund);

8.3.5 there is the charging or conviction of any partner, director, employee or agent of the other party or any criminal offence (other than a minor traffic offence) which, acting reasonably, has a material adverse effect on the Agreement or the other party’s reputation; or

8.3.6 a party is instructed to do so by a regulatory body, for example the FCA.

8.4 Each party shall be entitled to terminate this Agreement immediately by written notice to you in the event of misconduct on your part which is or could be prejudicial to our business or reputation.

8.5 Termination of this Agreement (for whatever reason) shall be without prejudice to the rights which may already have accrued to either party at the date of termination in connection with this Agreement.

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

8.6.1 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 this Agreement);

8.6.2 clauses 1.3, 2, 4, 5, 6, 7, 8, 9, 10, 12, 13, 14 and 15.

8.7 On termination of this Agreement, we shall immediately invoice you for all Charges/Commission due and outstanding as at the date of termination and you agree to pay all sums due and outstanding in accordance with our payment terms. For the avoidance of doubt, where any At-Retirement Services or Retirement Services have progressed but not yet completed on termination of the Agreement , we shall invoice you and you agree to pay the Charges/Commission rates, on completion of those services.

8.8 Any books, records, papers, documents, computer hardware or software and any other property belonging to us and in your possession, custody or control shall be returned to us immediately upon request and any licence you have to hold or use the same shall cease upon termination of this Agreement.

9. Records and Audit Rights

9.1 Each party will keep, or cause to be kept, appropriate records relating to the performance of its obligations in connection with this Agreement and compliance with Applicable Laws and Regulations (the “Records”) for the duration of this Agreement and for seven years thereafter subject to compliance with the Applicable Laws and Regulation.

9.2 Subject to clause 9.1, each party will grant to each other and their agents, upon receiving at least ten Business Days’ notice, such access as the requesting party and/or its agents may reasonably require to inspect or audit the other party's Records. The auditing party shall use its reasonable endeavours to ensure that the conduct of such audit does not unreasonably disrupt the other party’s business.

9.3 Notwithstanding each party’s right to audit the other, the Trustees acknowledge that HUB-FS may undertake due diligence on an annual basis and the Trustees hereby confirm that it shall provide HUB-FS with all reasonable co-operation and assistance in relation to each due diligence.

9.4 Neither you nor we will use the Records or any information provided by the other party for any purposes other than the audit referred to in clause 9.2 for which the Records or information were provided.

9.5 Each party may request that the other party's agents enter into reasonable confidentiality agreements prior to providing them with access to Records.

10. Data Protection, Data Security and Electronic Mail

10.1 Each party warrants to the other that it has complied with, and undertakes to continue to comply with the Data Protection Legislation at all times.

10.2 In respect of the parties' rights and obligations under this Agreement regarding the personal data, the parties hereby acknowledge and agree that:

10.2.1 when providing the Pre-Retirement Services, HUB-FS is the data processor of the Member Data (defined below) and the Trustees are the data controller of such data and accordingly HUB-FS agrees that it shall process all personal data in accordance with its obligations pursuant to this Clause 10; and

10.2.2 when providing the At-Retirement Services, HUB-FS is the data controller in respect of the Member Data.

10.3 Where you collect the Member's personal data (the "Member Data") and transfer it to us, you shall ensure that:

10.3.1 any such Member Data can be processed by and transferred to us in compliance with the Data Protection Legislation;

10.3.2 the Member’s consent has been obtained where required by the Data Protection Legislation and the Member Data is not subject to any prohibition or restriction which would: (i) prevent or restrict you from disclosing or transferring the Member Data to us, as required under this Agreement; or (ii) prevent or restrict us from processing the Member Data as envisaged under this Agreement; and

10.3.3 that our use of such Member Data for the purposes of carrying out our obligations under this Agreement will not breach the Data Protection Legislation.

10.4 The parties agree that the Pre-Retirement Services will involve the processing of Member Data as follows:

10.4.1 Types of personal data: the Information provided to HUB-FS;

10.4.2 Duration of processing: until the earliest of (i) expiry/termination of this Agreement (in accordance with the terms of this Agreement) or (ii) the date upon which processing is no longer necessary for the purposes of either party performing its obligations under this Agreement (to the extent applicable);

10.4.3 Nature of processing: will involve collection, analysis, storage, duplication, deletion and disclosure of the Member Data to Product providers who may transfer, process or store Member Data outside of the UK or the European Economic Area; and

10.4.4 Purpose of processing: necessary for the provision of the Pre-Retirement Services.

10.5 HUB-FS warrants that it shall:

10.5.1 only process the Member Data in order to provide the Retirement Services and when providing the Pre-Retirement Services shall act only in accordance with this Agreement and the Trustees' written instructions issued from time to time;

10.5.2 implement appropriate technical and organisational measures to ensure a level of security appropriate to the risks that are presented by the processing, in particular protection against accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to personal data transmitted, stored or otherwise processed pursuant to this Agreement;

10.5.3 take reasonable steps to ensure the reliability of any of its staff who will have access to the Member Data and ensure that anyone who accesses it shall respect and maintain all due confidentiality;

10.5.4 subject to Clause 10.4.3, not cause or permit any personal data to be transferred or processed outside the UK or the European Economic Area without first seeking the instructions of the Trustees, which may include the requirement to execute the Standard Contractual Clauses for transfers from data controllers to data processors approved by the Commission pursuant to Decision 2010/87/EU, as amended by Commission Implementing Decision (EU) 2016/2297;

10.5.5 immediately notify the Trustees of any actual incident of unauthorised or accidental disclosure of or access to any Member Data by any of its staff, sub-processors or any other identified or unidentified third party which could cause a high risk to a Member;

10.5.6 where applicable in respect of any Member Data processed pursuant to this Agreement, provide full cooperation and assistance to the Trustees in ensuring compliance with:

a) the Trustees' obligations to respond to requests from any data subject(s) seeking to exercise its/their rights under Chapter III of the GDPR, including by notifying the Trustees of any written subject access requests HUB-FS receives relating to the Trustees’ obligations under the Data Protection Legislation; and

b) the Trustees' obligations set out under Articles 32 – 36 of the GDPR to:

i. ensure the security of the processing;

ii. notify the relevant supervisory authority, and any data subject(s), where relevant, of any breaches relating to personal data;

iii. carry out any data protection impact assessments ("DPIA") of the impact of the processing on the protection of personal data; and

iv. consult the relevant supervisory authority prior to any processing where a DPIA indicates that the processing would result in a high risk in the absence of measures taken by the Trustees to mitigate the risk, provided that the Trustees pay any charges reasonably incurred by HUB-FS for providing the assistance in Clause 10.5.6b); and

10.5.7 at the request of the Trustees, delete or return to the Trustees all Member Data processed pursuant to the Pre-Retirement Services at the end of the term of this Agreement.

10.6 The Trustees grant a general authorisation to HUB-FS to appoint sub-processors in the provision of the Pre-Retirement Services provided that HUB-FS notifies the Trustees of any intended changes concerning the addition or replacement of any such sub-processors and ensures that any appointed sub-processors comply with Clauses 9 and 10.7 at all times.

10.7 HUB-FS shall ensure that any person it engages to provide the Pre-Retirement Services on its behalf in connection with this Agreement (as data processor) does so only on the basis of a written contract which imposes on such person data protection-related terms equivalent to those imposed on HUB-FS in this clause (the "Relevant Terms"). HUB-FS shall be directly liable to the Trustees for any breach by such person of any of the Relevant Terms.

10.8 Both parties acknowledge that email communications are not necessarily secure, and may be intercepted or changed after they are sent. We do not accept any liability where such communications are changed or are not delivered.

10.9 You must ensure that you have adequate security measures in place (including but not limited to any measures we ask you to take) and that the appropriate measures are in place to prevent harmful viruses being sent to us electronically.

11. Force Majeure

11.1 HUB-FS shall not be in breach of this Agreement nor liable for delay in performing, or failure to perform, any of its obligations under this Agreement if such delay or failure results from events, circumstances or causes beyond its reasonable control.

12. Non-Solicitation

12.1 During the duration of this 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 Group Companies. However, this clause shall not apply to situations where employees, officers or directors of HUB-FS or its Group Companies have responded to general recruitment campaigns by you and without any direct or indirect inducement from you.

13. Notices

13.1 Any notice under this Agreement will be given in writing and signed by or on behalf of the party giving it and must 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 (or any alternative address notified by you to us). You will send notices to us to the Director of Customer Services at 3rd Floor Arena Building, 85 Ormeau Road, Belfast BT7 1SH with a copy to the Legal Department, HUB Financial Solutions Limited, Enterprise House, Bancroft Road, Reigate, Surrey RH2 7RP.

14. Joint and Several Liability

14.1 Unless expressly provided otherwise in this agreement, in the event that the Trustees are individuals, each of the trustees shall be jointly and severally liable for his respective obligations and liabilities arising under this Agreement.

15. General

15.1 Any failure to exercise or any delay in exercising a right or remedy provided by this 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 this Agreement will not constitute a waiver of any other breach and will not affect the other provisions of this Agreement.

15.2 The rights and remedies provided by this Agreement are cumulative and (except as otherwise provided in this Agreement) are not exclusive of any rights or remedies provided at law or in equity.

15.3 Entire Agreement

15.3.1 This Agreement constitutes the entire agreement and understanding between you and us in respect of the matters dealt with in them and supersede, cancel and nullify any previous terms of business between us and you relating to such matters.

15.3.2 You acknowledge and agree that in entering into this 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 this Agreement.

15.4 Nothing in this 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.

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

15.6 You may not sub-license, assign or transfer in any way any rights, liabilities and/or obligations under this Agreement on a temporary or permanent basis to any third party without HUB-FS’s prior written consent. HUB-FS reserves the right to assign, sub-licence or transfer any of its rights or delegate any of its obligations under this Agreement to any Group Company. Notwithstanding this, the consent of any person who is not a party to the Agreement is not required to vary this Agreement at any time.

15.7 Neither you nor we intend that any provision of this 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 this Agreement.

15.8 This Agreement is governed and construed by the laws of England and Wales and is subject to the English courts which will have exclusive jurisdiction over any dispute that arises in connection with them (including in relation to non-contractual obligations).