Terms of Business

NOW: Pensions Financial Adviser Panel

Parties
NOW: Pensions / NOW: Pensions Ltd (Company number 077666398), with registered office 164 Bishopsgate, London EC2M 4LX.
Financial Adviser Firm / [insert company name] (Company number [insert company number]), with registered office [insert registered office] / Reference (to be completed by NOW: Pensions)
Background
The Parties wish to enter into an arrangement under which NOW: Pensions will admit the Financial AdviserFirm to be on a panel of regulatedfinancial adviser firms to act in relation to pension transfer advice to the Scheme (Financial Adviser Panel) on the terms of these Key Terms and the Terms and Conditions, together comprising the Agreement.
Key Terms
Admission to the Financial Adviser Panel / Upon acceptance to the Financial Adviser Panel, the Financial AdviserFirm shall be entitled to offer a Transferring Member the option to have the Adviser Charge deducted from the Transfer Funds. In order to do so, the Financial AdviserFirm shall provide NOW: Pensions with a completed Member Authorisation Letter; and subject to the terms of this Agreement, NOW: Pensions shall, following the transfer,arrange a deduction of the Adviser Charge from the Transfer Funds and shall make payment of the Adviser Charge to the Financial AdviserFirmBank Account.
Financial Adviser Firm Bank Account
Payer name / [insert Payer Name as shown on Financial AdviserFirm Bank Account]
Sort code / [insert sort code of Financial AdviserFirm bank account]
Account number / [insert account number of Financial AdviserFirm bank account]
Fee / The Adviser Charge is based on the value of the Transfer Funds being transferred into the NOW: Pensions Scheme as follows:
Transfer Fund value / Adviser Charge
£4,999 / Nil
£5,000- £9,999 / £200
£10,000 - £12,499 / £300
£12,500 - £14,999 / £375
£14,999 - £17,499 / £450
>£17,500 / £500
Agreement Approval
Approved by Financial Adviser Firm / I,
a.have read and checked the Agreement and am duly authorised for and on behalf of the Financial Adviser Firm, to submit this application for the Financial Adviser Firm to be appointed to the Financial Adviser Panel on the terms set out in this Agreement; and
b.agree that if I am not duly authorised for and on behalf of the Financial Adviser Firm to submit this application that I and/or my firm shall be liable for compliance with the Financial Adviser Firm’s obligations, costs and liabilities as set out in this Agreement;
c.confirm that the Financial Adviser Firm is appropriately registered with the FCA to perform such Services, and that such Services shall only be carried out by a Financial Adviser with appropriate expertise;
d.have taken any legal or financial advice which the Financial AdviserFirm considers to be necessary before submitting this application; and
e.agree for and on behalf of the Financial AdviserFirm that if accepted this application will form a binding contract.
Please sign the application and email a scanned copy to NOW: Pensions at , or alternatively please send a signed copy of this application to NOW: Pensions at the address at the head of this application. Please retain a signed copy of this Agreement for your records.
Signature
Name / Date
Approved by NOW: Pensions / Submission by the Financial Adviser Firm of an application does not create legal relations between the parties. If NOW: Pensions accepts the Financial Adviser Firm’s application, NOW: Pensions will send an email confirming NOW: Pensions’ acceptance to the Financial Adviser Firmand the Financial Adviser Firm’s appointment to the NOW: Pensions Adviser Panel shall commence on such date. Such approval by NOW: Pensions shall be reviewed annually in accordance with this Agreement.

AM00169.0616/3 Page 1 of 7

Professional Appointment

NOW: Pensions Adviser Panel

  1. Definitions and interpretation
  2. In this Agreement (including the Introduction) unless the context otherwise requires the following definitions apply:

Commencement Date: the date stated at the beginning of this Agreement.

Engagement Letter: the engagement letter between the Transferring Member and the Financial Adviser Firm pursuant to which the Financial Adviser provides the Services.

Financial Adviser: means the Financial Adviser who undertakes work through the Financial Adviser Firm.

Financial Adviser Firm: means the Financial Adviser Firm specified on page 1, and through which the Financial Adviser undertakes work.

FCA: Financial Conduct Authority.

Adviser Charge: the adviser charge specified in the Key Terms as confirmed in the Member Authorisation Letter payable by the Member to the Financial Adviser Firm in respect of the Services.

Intellectual Property: means the rights to inventions, copyright and related rights, trademarks and service marks, trade names and domain names, rights in get-up, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to preserve the confidentiality of information (including know-how and trade secrets)and any other intellectual property rights, including all applications for (and rights to apply for and be granted), renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist, now or in the future, in any part of the world;

Member: an active or deferred member of the Scheme.

Member Authorisation Letter: the letter between the Transferring Member and Financial Adviserwhich is provided to NOW: Pension Trustee Ltd and NOW: Pensions Ltd confirming the Financial Adviser Firm’s remuneration may be taken from the Transfer Fund, substantially in the form set out in Part 1.

Required Standard: all the reasonable skill, care and diligence to be expected of a qualified and experienced member of the Financial Adviser Firm's profession undertaking the Services.

Scheme: means the NOW: Pensions Trust which is a registered occupational pension scheme governed by the Scheme Documents.

Scheme Documents: means the Trust Deed and Rules dated by 29 November 2011 (as updated from time to time) by which the Scheme was established.

Services: the financial advice provided by the Financial Adviser to the Transferring Member in respect of transfer of funds into the Scheme.

Third Party Agreement: any agreement between NOW: Pensions and a third party.

Transfer Date: the date the Transfer Funds are transferred to the Scheme.

Transfer Funds: the funds being transferred by the Transferring Member into the Scheme

Transferring Member: a Member requesting a transfer into the Scheme and obtaining independent financial advice from the Financial Adviser.

1.2any reference to persons, includes natural persons, firms, partnerships, companies, corporations, associations, organisations, governments, states, governmental or state agencies, foundations and trusts;

1.3a reference to a statute or statutory provision is a reference to that statute or statutory provision and to all orders, regulations, instruments or other subordinate legislation made under the relevant statute;

1.4any reference to a statute, statutory provision, subordinate legislation, code or guideline is a reference to such legislation as amended and in force from time to time and to any legislation which re-enacts or consolidates (with or without modification) any such legislation; and

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

  1. Appointment

2.1NOW: Pensions appoints the Financial Adviser Firm to the Financial Adviser Panel, subject to the terms of this Agreement.

2.2This Agreement and the Financial Adviser Firm’s appointment to the Financial Adviser Panel take effect from the Commencement Date.

2.3The Financial Adviser Firm shall enter into an Engagement Letter with each Transferring Member prior to performing the Services and shall perform the Services and prepare all documentation in sufficient time to facilitate the efficient progress of the transfer of fundsprovide the Services to the Transferring Member.

2.4Upon completion of the Services, the Financial Adviser shall submit to NOW: Pensions a completed Member Authorisation Letter, together with any supporting documents necessary to verify the Member Authorisation Letter.

2.5The Financial Adviser Firm’s admission to the Financial Adviser Panel is subject to professional and regulatory checks that may include conflict, credit and ongoing due diligence checks. NOW: Pensions may request and retain information and documentation from the Financial Adviser Firm, relating to the Financial Adviser’s identity and NOW: Pensions may also make searches of appropriate databases. NOW: Pensions may repeat these checks from time to time.

2.6Upon commencement of this agreement and from time to time thereafter NOW: Pensions will require the Financial Adviser Firm to provide a list of all Financial Advisers holding the required qualifications as described in3.1(d) of this Agreement.

  1. Financial Adviser’s obligations

3.1The Financial AdviserFirm warrants and undertakes that it shall:

(a)comply with the terms of this Agreement;

(b)act in the Transferring Member’s best interestsand exercise the Required Standardwhen performing the Services;

(c)comply at all times with NOW: Pensions’ requirements, as amended from time to time;

(d)at all times, have and maintain, Financial Advisers within its business that hold the appropriate level of qualifications as a pension transfer specialist in order to fulfil the Financial Adviser Firm’s obligations under this Agreement and to provide the financial advice to the Transferring Member, including but not limited to: QCF Level 4, an up to date statement of professional standing issued by an FCA accredited body and specific permission from the FCA in order to provide advice on pension transfers and opt-outs.

(e)comply with any:

(i)Act of Parliament;
(ii)instrument, rule or order made under any Act of Parliament; and
(iii)regulation or bye-law of any local authority, statutory undertaker or public or private utility or undertaking that has any jurisdiction over the Project or with whose systems or property the Project is or will be connected;

(f)not cause or contribute to any breach by NOW: Pensions of any laws, regulations or any Third Party Agreement.

3.2The Financial Adviser Firm and/or Financial Adviser shall immediately report any breach or suspected breach of this Agreement or of the Engagement Letter to NOW: Pensions.

3.3The Financial Adviser Firm warrants that it, and its Financial Adviser, has the necessary expertise to provide the Services and will perform them in keeping with the highest professional business standards by using appropriately qualified, experienced and trained personnel.

3.4Each party warrants that it has full capacity and authority to enter into and perform their obligations pursuant to thisAgreement.

  1. Records
  2. The Financial Adviser Firm shall maintain records of all time spent in performing the Services, and shall maintain records of all Services performed.
  3. Upon NOW: Pensions’ written request, the Financial Adviser Firm shall allow NOW: Pensions (or its representative) to inspect the records referred to in clause 4.1 and provide such copies as NOW: Pensions requests. NOW: Pensions’ right to inspect and demand copies shall continue after the Financial Adviser Firm’s engagement under this Agreement has concluded or terminated.
  4. Remuneration

5.1The Transferring Member shall pay the Adviser Charge as remuneration for the Services. The Adviser charge shall be the sole amount payable pursuant to this Agreement and shall include all expenses and costs incurred by the Financial Adviser Firm in respect of the Services.

5.2The Adviser Chargeis considered by the parties to represent a genuinely commercial amount. The Adviser Charge may be deducted from the Transfer Funds in order to cover the charges set by the Financial Adviser Firm. However the Financial Adviser Firm shall set their own fees, and any amounts falling below the Adviser Charges shall be reimbursed directly by the Financial Adviser Firm to the Transferring Member, and any fees due in excess of the Adviser Charges shall be payable by the Transferring Member to the Financial Adviser Firm. The Financial Adviser Firm is responsible for determining the amounts of their fees and the reasonableness of the same in relation to each transaction with each Transferring Member. Any amounts of fees in excess of, or a reduction to, the Adviser Chargesshall be between the Financial Adviser Firm and the Transferring Member and shall be outside the scope of this Agreement; and the relationship between NOW: Pensions and the Financial Adviser Firm.

5.3No charges, expenses or costs will be payable to the Financial Adviser Firm or Financial Adviserby NOW: Pensions or NOW: Pension Trustee Ltdpursuant to this Agreement.

  1. Payment

6.1Upon receipt of a Member Authorisation Letter in accordance with clause2.4 and subject to clause 6.2, NOW: Pensions, following transfer and investment of Transfer Funds, shall arrange todisinvest the Adviser Charge from the Transfer Funds and shallarrange payment of the Adviser Charge directly to the Financial Adviser FirmBank Account.

6.2The Financial Adviser shall, where deemed necessary by the Financial Adviser, explain to the Transferring Member that the deduction shall be made from the Transferring Member’s Diversified Growth Fund (DGF), and the impact of such deduction in particular where the Transferring Member is within or nearing their lifestyling period to allow the Transferring Member to determine whether they wish to proceed with the deduction of Adviser Charges from the Transfer Funds.

6.3Payment of the Adviser Charge from Transfer Funds shall be subject to the following:

(a)transfer of the Transfer Funds into the Scheme;

(b)the Financial Adviser Firm’s compliance with this Agreement; and

(c)NOW: Pensions’, acting on behalf of NOW: Pension Trustee Ltd, sole discretion.

6.4Under no circumstances shall NOW: Pensions or NOW: Pension Trustee Ltd become liable for payment of the Adviser Charge or for any delays resulting from payment of the Adviser Charge.

  1. Termination

7.1NOW: Pensions may terminate the Financial Adviser Firm's engagement under this Agreement at any time by giving notice in writing to the Financial Adviser Firm.

7.2Upon termination of this Agreement, the Financial Adviser Firm shall be removed from the Financial Adviser Panel.

7.3Termination of this Agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of this Agreement which existed at or before the date of termination.

8.Copyright and intellectual property

8.1NOW: Pensions shall at all times remain the owner of any NOW: Pensions materials and other property (including Intellectual Property) which NOW: Pensions provides to the Financial Adviser Firm or Financial Adviser. Where applicable, NOW: Pensions grants the Financial AdviserFirm a non-exclusive, non-transferable licence to use NOW: Pensions materials and NOW: Pensions Intellectual Property Rights for the term of this Agreement and for the sole purpose of providing the Services to the Transferring Member in accordance with this Agreement.

9.Confidentiality

9.1Each party undertakes that it shall not at any time during this Agreement, and for a period of five years after termination of this Agreement, disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party or of any member of the group of companies to which the other party belongs, except as permitted by paragraph9.2.

9.2Each party may disclose the other party's confidential information:

(a)to its employees, officers, representatives or advisers who need to know such information for the purposes of carrying out the party's obligations under this Agreement. Each party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party's confidential information comply with this clause 9; and

(b)as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

9.3No party shall use any other party's confidential information for any purpose other than to perform its obligations under this Agreement

9.4The provisions of this clause shall not apply to any confidential information that:

(a)is or becomes generally available to the public (other than as a result of its disclosure by the receiving party or its representatives in breach of this clause);

(b)was available to the receiving party on a non-confidential basis before disclosure by the disclosing party;

(c)was, is or becomes available to the receiving party on a non-confidential basis from a person who, to the receiving party's knowledge, is not bound by a confidentiality Agreement with the disclosing party or otherwise prohibited from disclosing the information to the receiving party; or

(d)is developed by or for the receiving party independently of the information disclosed by the disclosing party.

9.5The Financial AdviserFirm agrees to indemnify and keep indemnified and defend at its own expense NOW: Pensions against all costs, claims, damages or expenses incurred by NOW: Pensions or for which NOW: Pensions may become liable due to any failure by the Financial Adviser Firm or its employees or agents to comply with any of its obligations under this clause.

10.Professional indemnity insurance

10.1During the term of this Agreement (and for a period of 6 years thereafter), the Financial Adviser Firm shall maintain in force, with a reputable insurance company the following insurance policies

(a)Professional indemnity insurance in an amount not less than £1 million for any one occurrence;

(b)Public Liability Insurance in an amount not less than £1 million for any one occurrence;

(c)Employers’ Liability Insurance in an amount not less than £1 million for any one occurrence;

and shall on NOW: Pensions' request, produce both the insurance certificate giving details of the cover and the receipt for the current year's premium.

10.2The Financial AdviserFirm shall maintain that insurance:

(a)with reputable insurers lawfully carrying on insurance business in the UK;

(b)on customary and usual terms and conditions prevailing for the time being in the insurance market;

(c)ensuring that the insurance meets all relevant FCA requirements; and