Zurich Money4life. Service Agreement

Transcription

1 Zurich Money4life Service Agreement

2 Zurich Money4life Service Agreement THIS SERVICE AGREEMENT is made on the date the Scheme Activation Form (defined below) is accepted by Zurich. BETWEEN: (1) STERLING ISA MANAGERS LIMITED, a company registered in England under company number , whose registered office is at The Grange, Bishops Cleeve, Cheltenham, Gloucestershire GL52 8XX ( Zurich ); and (2) THE EMPLOYER, whose details are confirmed in the Scheme Activation Form (the Employer ). BACKGROUND: (A) Zurich is the provider of the Products and operates Zurich Money4Life workplace savings arrangements for employers on the Website. It has also established the Scheme. (B) (C) The Employer has requested that Zurich set up a Zurich Money4Life workplace savings arrangement for its Employees with access to selected Products via the Website. Zurich has agreed to make the Products selected by the Employer available to Employees via the Website on the terms and conditions of this Service Agreement. IT IS AGREED as follows: 1. DEFINITIONS AND INTERPRETATION 1.1 In this Service Agreement, unless the context otherwise requires, the following words and phrases shall have the following meanings: Additional Service has the meaning given in clause 9.2; AE Service Agreement means the service agreement for the provision of automatic enrolment services entered into between Zurich and the Employer on or around the date of this Agreement; Affiliate means, in relation to each Party, any subsidiary or holding company of the Party and each subsidiary of such holding company (excluding the Party in question); Agreement means this service agreement as amended by the Parties from time to time; Applicable Laws and Regulatory Requirements means all common law, statutes, statutory instruments, regulations, instruments, provisions and any code of practice as amended from time to time including, without limitation, FSMA and the rules, principles and guidance stipulated by any Regulator as they apply to the Parties in the context of their roles and responsibilities under this Agreement; Automatic Enrolment Laws means Chapter 1 of the Pensions Act 2008 and all rules and regulations made under it as amended from time to time; Business Day means a day on which commercial banks are open in London for business except a Saturday, Sunday or a bank holiday in England; Cash ISA means the cash Individual Savings Account provided by Zurich; Confidential Information means all information or data (including all oral and visual information or data recorded in writing or in any other medium) relating to operations, processes, plans, intentions, product information, trade secrets, software, market opportunities, customers and business affairs disclosed by one Party to the other and in the case of Zurich, includes any information disclosed by Zurich concerning or belonging to the Zurich Group; Default Investment Option has the meaning given in the Plan Terms and Conditions; Effective Date means the date on which Zurich notifies the Employer that it has accepted the Scheme Activation Form (as defined below); Employee means an employee of the Employer and from the Employer s Staging Date includes a worker as defined in section 88 of the Pensions Act 2008; 2

3 Employee Information means information in respect of Employees which may include Personal Data and such information which must be provided to Zurich by the Employer under the Automatic Enrolment Laws including the level of contributions to be paid (as well as any changes to those contribution levels from time to time) and any other data reasonably required by Zurich; Employer s Staging Date means the date identified by the Employer in the Scheme Activation Form as its staging date determined in accordance with Automatic Enrolment Laws; Enrolment Date means, in relation to each Employee, the first date on which the requirement to be enrolled applies (or subsequently applies) under the Automatic Enrolment Laws or (if applicable) the Employee s contract of employment; FCA means the Financial Conduct Authority and/or any successor or replacement authority, body or organisation responsible for the regulation of relevant financial services firms in the UK; FSMA means the Financial Services and Markets Act 2000; Good Industry Practice means the exercise of the degree of skill, care and diligence which would reasonably and ordinarily be expected from a skilled and experienced platform operator and product provider engaged in the same type of business under the same or similar circumstances; Governance Requirements means Zurich s and/or its Affiliate s propositional, operational, regulatory and risk requirements that apply from time to time taking into consideration the interests of their clients and customers and management of risk and reputation in offering and providing bundled pension services; HMRC means Her Majesty s Revenue & Customs and/or any successor or replacement authority, body or organisation responsible for taxation in the UK; Intellectual Property Rights means copyrights, patents, utility models, trademarks, service marks, design rights (whether registered or unregistered), database rights, semiconductor topography rights, proprietary information rights and all other proprietary information rights that may exist anywhere in the world together with applications associated to any such rights; Investment Account means the general investment account provided by Zurich; Investment Strategy means the investment options made available to Employees; Jobholder has the meaning given to it in the Automatic Enrolment Laws; Key Features Document means a key features document (including a key features illustration) in respect of the Scheme provided by Zurich to the Employer for distribution to its Employees in accordance with clause 3.7; Management Information means such reports and information, provided by Zurich, as agreed with the Employer from time to time; Opt Out Notice means an opt out notice in a form specified in the Automatic Enrolment Laws by which an Employee can exercise any Opt Out Right; Opt Out Right means any right of an Employee to opt out of the Scheme under the Automatic Enrolment Laws including any right to opt out under rules made by the FCA; Parties means Zurich and the Employer and Party shall mean either one of them; Paycentre means a site where the maintenance of payroll takes place; Personal Data shall have the meaning given to it in the Data Protection Act 1998; Plan means a Product issued to an Employee; Plan Terms and Conditions means the terms and conditions of each Plan; PRA means the Prudential Regulation Authority and/or any successor or replacement authority, body or organisation responsible for the regulation of relevant financial services firms in the UK; Products means the Cash ISA, Stocks & Shares ISA, Investment Account, Retirement Saver or any other product that is made available to Employees via the Website; Regulator means any court, governmental body or regulatory or supervisory authority or organisation having authority over all or any part of the Services and shall include the UK Information Commissioner, the FCA and/or PRA as applicable, the Pensions Regulator and HM Revenue & Customs; 3

4 Retirement Saver means an individual personal pension plan provided by Zurich which is issued to Employees under the terms of the Scheme; Scheme means the Zurich Personal Pension (No.1S) Scheme which is a registered pension scheme under Chapter 2, Part 4 of the Finance Act 2004; Scheme Activation Form means the Zurich scheme activation form to be completed by the Employer in respect of its workplace savings arrangement administered by Zurich on the Website; Scheme Administrators means the person(s) appointed by the Employer who are able to access and administer the scheme and have access to employee member records and information about the scheme; Services means the services set out in Schedule 1 (Services) or any Additional Services agreed in accordance with clause 9.2; Stocks & Shares ISA means the stocks & shares Individual Savings Account provided by Zurich; Subcontractor means a third party appointed by Zurich from time to time to carry out the Services on behalf of Zurich; UK means the United Kingdom of England, Northern Ireland, Scotland and Wales which does not include the Isle of Man or the Channel Islands; Website means a website provided by Zurich which comprises: (i) information pages for the Employer and Scheme Administrators to guide them in setting up and administrating the Zurich Money4Life workplace savings arrangement; (ii) information pages for Employees about Zurich Money4Life with tools in respect of financial planning; and (iii) a secure transactional portal to allow Employees and Scheme Administrators to send instructions to Zurich with regard to the Employees Plans; Website Terms and Conditions means the Zurich Money4Life website terms and conditions of use that apply from time to time and which are made on the Website; Zurich Corporate Risk Group Policy means a group risk insurance policy made available to the Employer by Zurich Assurance Ltd; Zurich Group means Zurich Insurance Group Ltd and its successors from time to time, a company registered in Switzerland under company number CH , and its direct and indirect subsidiary companies, including branches of such subsidiary companies from time to time; Zurich IT Security Policy means the information technology and security policies of Zurich and its Affiliates which are centrally managed by Zurich Insurance Group Ltd as revised and updated from time to time; and Zurich Scheme Administrator means Zurich who is the entity responsible for the day-to-day running and operation of the Scheme and who is the scheme administrator for the purposes of section 270 of the Finance Act The headings of the Clauses in this Agreement are for convenience only and shall not affect its construction or interpretation. References to Clauses and Schedules are references to the clauses and schedules to this Agreement. References to Paragraphs are to the paragraphs in the Schedules. 1.3 Words importing the singular include the plural and vice versa and words importing a gender shall include all genders. The words include and including shall not be construed as words of limitation. 1.4 References to any statute, statutory provision or statutory instrument include a reference to that statute, statutory provision or statutory instrument together with all rules and regulations made under it or them all as from time to time amended, consolidated or re-enacted. 2. PROVISION OF THE SERVICES 2.1 From the Effective Date, Zurich shall provide the Services to the Employer in accordance with Applicable Laws and Regulatory Requirements and Good Industry Practice and the terms of this Agreement. 2.2 Zurich is the Zurich Scheme Administrator of the Scheme and shall carry out its responsibilities and obligations in relation to the Scheme in accordance with the Trust Deed and Rules that govern the Scheme. 4

5 2.3 Zurich represents and warrants to the Employer that: (a) it has full capacity to provide the Services and enter into this Agreement; (b) it has and shall maintain all necessary legal and regulatory authorisations and approvals to provide the Services; and (c) the provision of the Services to the Employer shall not infringe any intellectual property rights of any third party. 2.4 The Employer agrees that Zurich may, subject to Applicable Laws and Regulatory Requirements and without the Employer s prior knowledge or consent, make direct contact, strictly on its own behalf, with Employees who have been issued with a Retirement Saver provided under the terms of the Scheme or who have subsequently purchased any other Product that has been made available on the Website. 3. EMPLOYER OBLIGATIONS 3.1 The Employer shall at all times comply with Applicable Laws and Regulatory Requirements. 3.2 The Employer shall carry out all of its obligations and responsibilities set out in this Agreement in a timely and efficient manner in accordance with this Agreement. 3.3 The Employer may pay single and/ or regular contributions to Zurich in respect of payments to be applied to Plans. When paying such contributions, the Employer shall ensure that it deducts the correct amount of contributions from the Employee s salary, confirm to Zurich the amount of contributions due when they become due and ensure sufficient funds are available for Zurich to collect the contributions through the direct debit. 3.4 The Employer shall appoint Scheme Administrators who shall be given access to the Website as a registered user. 3.5 The Employer shall ensure that the Scheme Administrator(s) keeps their login ID and password for the Website secret at all times and do not disclose them to any other person. Zurich shall be entitled to disable any login ID or password at any time if, in its reasonable opinion, the security of any login ID or password has been compromised in any way and for whatever reason. 3.6 The Employer shall remain responsible at all times for the acts and omissions of the Scheme Administrators including, where the Employer terminates the appointment of a Scheme Administrator, responsibility for the deactivation of any outgoing Scheme Administrator s access to the Website. 3.7 The Employer shall ensure that it has issued the Key Features Document to each Employee. 3.8 The Employer shall provide all cooperation reasonably required by Zurich to enable it to carry out its obligations under this Agreement. 3.9 The Employer represents, warrants and undertakes to Zurich that: the information it provides to Zurich in respect of the Scheme, including, for the avoidance of doubt, information in the Scheme Activation Form, is true and accurate in all material respects; and it has full power and authority to enter into this Agreement. 4. ENROLMENT 4.1 The Employer warrants that it enrols Employees into the Scheme in accordance with the Automatic Enrolment Laws or by obtaining consent in the Employee s contract of employment. 4.2 The Employer undertakes that where Employees join by contractual enrolment or request to join the Scheme but do not qualify for enrolment into the Scheme under Automatic Enrolment Laws, the Employer shall obtain the consent of those Employees to the transfer of their Personal Data in accordance with Applicable Laws and Regulatory Requirements. 4.3 The Employer acknowledges that it is responsible for compliance with its employer duties under the Automatic Enrolment Laws and shall ensure that it enrols its Employees who need to be enrolled into the Scheme. 4.4 Zurich shall not be responsible for any failure by the Employer to comply with, or act in accordance with, the employer duties prescribed by the Automatic Enrolment Laws. 4.5 The Employer can enrol Employees into the Scheme by uploading the Employee Information in accordance with the terms of the AE Service Agreement. 5

6 4.6 The Employer shall ensure that the Employee Information contained in the upload is accurate and up to date. 4.7 The Employer is responsible for receiving and validating opt in notices or joining notices (as prescribed by the Automatic Enrolment Laws) and agrees that Zurich shall not accept opt in notices or joining notices (as prescribed in the Automatic Enrolment Laws) direct from Employees. 4.8 In relation to each Employee who is a Jobholder, the Employer shall ensure that Employer contributions meet the minimum required by the Automatic Enrolment Laws and appropriate direct payment arrangements (within the meaning of section 111A of the Pension Schemes Act 1993) shall be in place between the Employer and each Employee. 5. OPT OUT PROCESS 5.1 The Employer authorises Zurich to validate all Opt Out Notices submitted to Zurich by Employees (irrespective of the enrolment process used) and to process and implement such Opt Out Notices as it successfully validates. 5.2 Without prejudice to Clause 6, the Employer agrees that Zurich shall be a Data Processor where it is Processing the Employee Data in relation to Opt Out Notices, and the terms Data Processor and Processing shall have the meanings given to them in the Data Protection Act If the Employer receives and validates an Opt Out Notice in relation to an Employee it must inform Zurich by uploading the relevant Employee Information as soon as reasonably practicable. Zurich shall accept no liability resulting from any delay by the Employer in informing Zurich. 6. DATA PROTECTION AND INFORMATION SECURITY 6.1 The Parties agree that they are Data Controllers in common and shall comply with the provisions of the Data Protection Act 1998 to the extent that they control and process Employee Information. 6.2 The Parties shall maintain valid and up-to-date registrations and/ or notifications required by the Data Protection Act The Parties agree that they shall process Employee Information solely for the purposes set out in this Agreement and in accordance with Applicable Laws and Regulatory Requirements. Where Zurich is instructed to transfer any Employee Information to a third party, outside of Zurich Group, by the Employer, the Employer shall ensure that the Employees have consented to the transfer of such Personal Data or any other Employee Information in accordance with the provisions of the Data Protection Act Zurich shall process Employee Information in accordance with any published privacy policy in respect of the Website and Plan Terms and Conditions to the extent necessary to provide the Services and to administer Plans. 6.5 The Parties shall co-operate with each other in complying with any reasonable subject access request and/or responding to any enquiry made by an Employee or investigation or assessment of processing initiated by any Regulator in respect of Employee Information. 6.6 Each Party shall not process Personal Data belonging to Employees outside of the European ` Economic Area (unless the country where such Personal Data is being processed is deemed adequate by the European Commission pursuant to Article 25(2) of Directive 95/46/EC) without the prior written consent of the other Party. 6.7 Zurich shall ensure that it has appropriate technical and organisational measures in place to prevent unauthorised or unlawful access to, or processing of, Personal Data and accidental loss or destruction of, or damage to, Personal Data. 6.8 Zurich shall ensure it has best practice data information security policies and measures in place which meet the requirements of the ISO27001 information security standard as set out in the Zurich IT Security Policy. 6.9 Where the Employer has selected a Zurich Corporate Risk Group Policy made available by Zurich Assurance Ltd, Zurich shall pass anonymised data to Zurich Assurance Ltd (or such other Zurich Group Affiliate as necessary) in order to set up and process the Zurich Corporate Risk Group Policy. 6

7 7. INTELLECTUAL PROPERTY 7.1 The Employer acknowledges that the Website consists of proprietary software systems that are provided by, or licensed to Zurich and in performing the Services, access to the Website shall be granted to Employees and the Scheme Administrators. 7.2 Zurich shall retain sole ownership of all Intellectual Property Rights to the Website and any graphics or text (including all trademarks, tradenames, service marks and logos). 7.3 Each Party agrees to notify one another if either becomes aware of any suspected misuse, by any Party, of the Intellectual Property Rights of the other Party or any activity by a third party which is connected to this Agreement and which may be adverse to the activities of the Employer or Zurich. 7.4 Each Party acknowledges and agrees that, except as expressly provided in this Agreement, it does not by virtue of this Agreement obtain any rights to use, or any other rights in or to, any Intellectual Property Rights of the other Party. 7.5 The Scheme Administrators shall have no right to amend, modify, decompile, or reverse engineer the Website. The Scheme Administrators may not distribute the Website or create derivative works without the prior written consent of Zurich. 8. CONFIDENTIAL INFORMATION 8.1 The Parties acknowledge that the terms of this Agreement and all Confidential Information disclosed or acquired in consequence of any discussions leading to this Agreement are confidential. 8.2 The Parties shall keep confidential all Confidential Information which comes into their possession or control and shall not copy or disclose the Confidential Information to any third party without the prior written consent of the other Party. 8.3 A Party shall be permitted to disclose Confidential Information belonging to the other Party (including the terms of this Agreement) to its Affiliates, personnel, agents, contractors, Subcontractors and professional advisers only as is reasonably necessary for the purpose of complying with that Party s obligations under this Agreement, provided that the disclosing Party ensures that the individual or entity is obliged to keep the Confidential Information confidential on terms at least equivalent to those set out in this Clause The provisions of this Clause 8 shall not apply to any Confidential Information which is: or becomes public knowledge other than by breach of this Agreement; received from a third party who lawfully acquired it and who is under no obligation restricting its disclosure; or independently developed. 8.5 Zurich shall use reasonable endeavours to preserve the records and other property of the Employer that it has in its possession or control against loss by fire, burglary, accidental removal or computer failure. 8.6 Zurich shall use reasonable endeavours to ensure that its computer hardware and software systems are adequate to protect against any corruption, degradation or loss to the Employers records or property. Zurich shall be responsible for maintaining back-ups of records in electronic format and keeping the records secure. 9. CHARGES FOR THE PROVISION OF THE SERVICES 9.1 The charges for providing the Services are taken from the charges applied to Plans. The Plan Terms and Conditions shall specify the charges taken from Plans and the circumstances in which Zurich can vary such charges. 9.2 Zurich may, at any time, offer to provide the Employer with services in addition to or supplemental to those Services listed in Schedule 1 (an Additional Service ). 9.3 If any Additional Services are offered and accepted by the Employer, the fee for the provision of those Additional Services and the manner of payment shall be agreed between Zurich and the Employer. 9.4 Where Zurich is required to correct Employee records where Employee Information provided to Zurich is untrue, inaccurate, incomplete, out-of-date, delayed or provided otherwise than in accordance with Zurich s specified format and medium, Zurich shall be entitled to charge the Employer: 7

8 9.4.1 all reasonable fees incurred as a result of making the correction which shall be charged at Zurich s standard hourly charge rate of per hour plus VAT (such amount to increase at the end of each calendar year by the increase in the National Average Weekly Earnings Index for the whole economy as published by the Office for National Statistics during that calendar year); all reasonable expenses (including wasted costs) that arise in connection with the correction and/or replacing the relevant Employee Information and re-performing any affected services or processes; and any amount which may be required to purchase additional units or investment holdings in an Employee s Plan that need to be purchased in order to correct the relevant unit or investment holding. 9.5 If the Employer fails to pay any amount due and payable to Zurich under this Agreement within 30 days of being due, Zurich shall be entitled to charge interest on the overdue amount from the due date up to the date of actual payment, after as well as before judgment, at the rate of two (2) per cent per annum above the base rate for the time being of the Bank of England. Such interest shall accrue on a daily basis and shall be payable by the Employer on demand. 10. TERM AND TERMINATION 10.1 This Agreement shall commence on the Effective Date and shall continue until terminated by one Party in accordance with this Clause 10 or until no Plans belonging to Employees still employed by the Employer remain in force. Plans shall no longer remain in force when all benefits due and payable under the Plans have been fully paid to the appropriate beneficiaries or transferred out in accordance with Applicable Laws and Regulatory Requirements Each Party may terminate this Agreement for convenience and without penalty by providing twelve (12) months written notice to the other Party Each Party may terminate this Agreement at any time with immediate effect by providing written notice to the other Party if: the other Party commits a material breach of its obligations under this Agreement that cannot be remedied or is not remedied within 30 days of written request; the other Party becomes unable to pay its debts or is deemed to be unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986; a Party enters into liquidation either compulsory or voluntary (save for the purposes of a solvent reconstruction or amalgamation previously approved in writing by the other Party) or a provisional liquidator is appointed in respect of the Party; an administrator, administrative receiver, receiver or manager, liquidator or similar officer is appointed in respect of the whole or any part of a Party s assets; or a Party proposes to enter or enters into any composition or arrangement with its creditors generally or any class of creditors If the AE Service Agreement is terminated, for whatever reason, this Agreement shall continue in respect of all Services, except: the enrolment of new Joiners in accordance with clause 4 shall no longer be possible, clause 4 shall no longer apply and the Employer will need to make its own arrangements to ensure its compliance with Automatic Enrolment Laws; Zurich shall not provide any Services ancillary to Zurich s obligations pursuant to clause 4; or Zurich shall not provide any Services (including any Additional Services agreed between the Parties) that requires the services of Zurich Group Pension Services (UK) Ltd Termination of this Agreement shall be without prejudice to any accrued rights and obligations of either Party at the date of termination. 8

9 11. LIABILITY 11.1 Each Party shall not be liable to the other for any indirect, special or consequential loss suffered by the other Nothing in this Agreement shall limit or exclude the Parties liability for fraud, fraudulent misrepresentation, negligence, wilful default or any other conduct that may not be excluded by law Zurich shall be fully liable for the acts and/or omissions of its Affiliates and Subcontractors but not for the acts and/ or omissions of other third parties such as fund managers The Employer shall be fully liable for the acts and/or omissions of any Scheme Administrator. 12. DISPUTE RESOLUTION 12.1 Without prejudice to any right the Parties may have to seek injunctive, or any such other interim relief, if a dispute arises between the Parties in connection with this Agreement the Parties (or any person appointed to negotiate on their behalf) shall use reasonable endeavours to settle it by negotiation If the Parties are unable to settle the dispute by negotiation within thirty (30) Business Days of the dispute arising in accordance with Clause 12.1, the Parties agree that the dispute shall be referred to mediation and the Parties shall follow the published rules of the Centre for Effective Dispute Resolution to resolve the dispute. 13. ANTI-BRIBERY 13.1 Zurich undertakes that during the term of this Agreement it shall not engage in, or consent to, any activity, practice or conduct which would constitute an offence under the Bribery Act Zurich shall at all times have in place adequate procedures designed to prevent any person performing services for or on behalf of Zurich, including any Subcontractor, from committing an offence under the Bribery Act SUB-CONTRACTING 14.1 Zurich may sub-contract the performance of any part of the Services from the Effective Date without the Employer s prior written consent provided the subcontractor is: a reputable company whose processes have been carefully scrutinised by Zurich; financially sound; and appointed by Zurich on terms no less stringent than those set out in this Agreement Zurich shall be responsible for any and all taxes, expenses, costs and liabilities arising as a result of any sub-contracting of the Services. 15. FORCE MAJEURE The Parties shall not be responsible for any loss or damage suffered by the other, or for any failure to fulfil its obligations under this Agreement, if such loss, damage or failure is caused by, or is directly or indirectly due to, any cause beyond its reasonable control. The Parties shall use reasonable efforts to minimise the effects of such loss, damage or failure on the other. 16. ANNOUNCEMENTS The Parties must agree in writing any press or public announcements concerning this Agreement or their commercial relationship prior to the release of such announcements. 17. NON-EXCLUSIVITY Nothing in this Agreement shall prevent Zurich from providing services which are the same or similar to the Services to any other person, firm or company. 18. NOTICES 18.1 The Employer must serve all notices contemplated by this Agreement on Zurich by sending the notice by pre-paid first class post to Zurich s registered office marked for the attention of the Company Secretary Zurich shall serve all notices contemplated by this Agreement on the Employer by sending the notice by pre-paid first class post to the Employer s registered office. 9

10 19. VARIATION No variation to this Agreement shall be valid unless it is in writing and signed by an authorised representative of each Party. In the event that Zurich offers to provide further Products to Employees not selected by the Employer at the Effective Date, no variation to this Agreement shall be required but the Employer shall be required to complete a further Scheme Activation Form supplied by Zurich. 20. ENTIRE AGREEMENT This Agreement constitutes the entire agreement between the Parties in relation to the Services and supersedes any previous agreement between the Parties relating to the same. 21. NO WAIVER Any failure to exercise or any delay in exercising a right or remedy provided by this Agreement shall not constitute a waiver of the right or remedy or a waiver of any other rights or remedies. 22. ASSIGNMENT The Parties may not assign the benefit of this Agreement without the written consent of the other, which shall not be unreasonably withheld or delayed, except that Zurich may assign the benefit of this Agreement to a member of the Zurich Group. 23. THIRD PARTY RIGHTS A person who is not a Party to this Agreement has no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any provision of this Agreement, except that any member of the Zurich Group may enforce Clause 8 in relation to its Confidential Information. 24. GOVERNING LAW AND JURISDICTION This Agreement and any dispute or claim arising out of or in connection with it shall be governed by and construed in accordance with English law and the Parties agree to be bound by the exclusive jurisdiction of the English courts. 10

11 Schedule 1 Services 1. Access to the Website and/ or enrolment of Employees into the Scheme 1.1 Following the setup of the Zurich Money4Life workplace savings arrangement and upon receipt of a valid upload from the Employer containing the required Employee Information, Zurich shall: (a) where the Employer has selected the Retirement Saver in the Scheme Activation Form (and irrespective of the enrolment process used): (i) enrol the Employee into the Scheme; (ii) issue a Plan to the Employee; and (iii) issue a login ID and password to the Employee to enable the Employee to access the Website as a registered user; and (b) where one or more other Product is to be made available, allow Employees to open the relevant Products. 1.2 Scheme Administrators can submit new Employee records, which must contain Employees National Insurance Numbers, for each Paycentre in accordance with the terms of the AE Service Agreement. Automated format validation of the data supplied shall be carried out and any invalid records highlighted to the Scheme Administrators for correction. Once data formatting is confirmed as valid the Scheme Administrators can submit the data to be uploaded and new Employee records created. 1.3 Zurich shall accept Opt Out Notices direct from Employees who have been enrolled into the Scheme in accordance with the Automatic Enrolment Laws. In respect of validated Opt Out Notices, Zurich shall refund Employee and Employer contributions which relate to such validated Opt Out Notices for the period in accordance with Automatic Enrolment Laws. The payment shall be made directly to the Employer s nominated bank account. Such refunds shall be processed on a daily basis. Zurich shall make a daily report available to Scheme Administrators listing those Scheme Members who have Opted Out and payments made as a result. 1.5 Zurich shall provide post sales information to each Employee who has been enrolled into the Scheme and/ or issued a Plan. Zurich retains the right to change the content and method of any communication. Currently, Zurich communications include: welcome letter with user number and details of Opt Out Rights (if applicable); confirmation of basis of membership; post sales personal illustration; and applicable Plan Terms and Conditions and plan schedule (policy documentation). 2. Contributions 2.1 Zurich shall accept and collect single and regular contributions to the Plans remitted by the Employer or its Affiliate through the relevant direct debit mandate. 2.2 Zurich shall accept and collect single contributions to the Plans from Employees by cheque and regular contributions to the Plans from Employees through a direct debit set up between Zurich and the Employee. 3. Transfers in and out 3.1 Where appropriate, Zurich shall facilitate the transfer of pension benefits in from a previous scheme or a previous provider. 3.2 Where appropriate, Zurich shall work with the Employer to facilitate a streamlined transition of pension benefits and records to another provider on a case by case basis. All transfers out shall be processed on an individual basis. 4. Leavers 4.1 In the event that an Employee leaves the service of the Employer, Zurich shall discontinue the use of any Employer-branding in its communications with Employees. Such access and exercise of options shall not be subject to the terms of this Agreement and will cease when all benefits due and payable under the Plan have been fully paid to the appropriate beneficiaries or transferred out in accordance with Applicable Laws and Regulatory Requirements. 1.4 Zurich shall set up a direct debit mandate on receipt of a fully completed mandate for single and regular contributions to be remitted by the Employer for investment into Plans. 11

12 4.2 Zurich shall send a letter which will be automatically produced when an Employee enters the ex-employee arrangement which advises the Employee of the options available to them in respect of their Plans. 4.3 Where the Employer ceases to remit contributions to Zurich, the Employee can pay regular and single contributions to their Plans by making arrangements directly with Zurich on the Website. These contributions shall not be subject to the terms of this Agreement. 5. Investment 5.1 Zurich shall make a range of investments available to Employees and a list of the available range shall be available on the Website. Zurich shall also provide access to investment and plan information on the Website including tools to inform decisions on investment choices to assist the Employee with the decision-making process. 5.2 In respect of contributions being invested in Retirement Savers, Zurich shall invest contributions received from or in respect of an Employee in the Default Investment Option, until such time (if ever) an investment decision is made by that Employee. 5.3 Zurich shall action investment transaction requests made by Employees on the Website in accordance with the timescales stipulated in the relevant Plan Terms and Conditions. 6. Website Functionality 6.1 Zurich shall provide the Employees with access to the Website and/or facilitate the enrolment of Employees into the Scheme. Access to the Website shall be governed by the Website Terms and Conditions and all Products shall be provided by Zurich in accordance with the applicable Plan Terms and Conditions. 6.2 Zurich shall ensure Employees are able to: apply for the Products add new contributions (single/regular/ personal/payroll) to Plans amend their existing contributions create one-off and regular withdrawals amend existing regular withdrawals amend existing investment strategies view message alerts view fund fact sheets and simplified prospectus where applicable buy funds sell funds switch funds access the Employee portal tools view key investor information documents which are relevant to their Plans view and update certain personal information including the ability to change password view information such as plan value for each Plan view investment strategies for each Plan view cash transactions view investment transactions view documents from the document library Currently, Zurich will facilitate these capabilities through the Website. This Service Agreement shall be deemed to bind the Parties and take effect from the Effective Date. NP (01/14) RRD