About these Terms and Conditions

Wrap Platform 1/20

About these Terms and Conditions Words which are in bold type in these terms have a specific meaning, which is set out in the Glossary in Annex 1. You must sign these terms in order to gain access to the wrap platform and the services. The wrap platform offers financial advisers and discretionary investment managers, and their clients and investment services firms access to products and services provided by us and other companies. These terms form the basis of your contractual relationship with us in connection with your use of the wrap platform and the services. In addition, you and/or individual users within your organisation may have agreed or may be asked by us to agree to certain other terms and conditions (in paper or electronic form) concerning your relationship with us and your use of the wrap platform and the services. This includes, but is not limited to, Standard Life Aberdeen group s Intermediary Terms of Business (which the intermediary will already have accepted) and any commission documents, adviser charge documents or illustrations which we have provided you with. Any such other terms and conditions will apply in conjunction with these terms to govern your relationship with us and your use of the wrap platform and the services. Where there is an inconsistency between these terms and any other set of terms and conditions, these terms will take precedence in relation to your use of the wrap platform and the services. We are authorised and regulated by the FCA. These terms should be signed where indicated at the end of these terms by you or on your behalf by a person with authority to do so. Such signature will be taken as agreement by you that you will be bound by these terms. These terms are for financial advisers and discretionary investment managers only and should not be passed on to customers. You should print off and retain a copy of these terms for reference purposes. Sections 4.19, 11.17 and 11.18 of these terms will only apply to you if you are a member of a support services company or investment services company. If your relationship with your support services company or investment services company comes to an end for any reason and you wish to continue to use the wrap platform and the services, we may continue to provide you with access to the wrap platform and the services and our relationship with you will then be governed by these terms excluding sections 4.19, 11.17 and 11.18. Contents Page Section 1 Intended audience and use 03 Section 2 Delegation of services 03 Section 3 Your application to register 03 Section 4 Our relationship 03 Section 5 Your relationship with your client 05 Section 6 Charges, fees and payment 08 Section 7 Security precautions 08 Section 8 Liability and indemnity 09 Section 9 Changes to these terms 09 Section 10 Communication 10 Section 11 Data protection 10 Section 12 Termination 12 Section 13 Force majeure 12 Section 14 Notices 13 Section 15 General 13 Section 16 Governing law 13 Annex 1 Glossary 14 Wrap Platform 2/20

1. Intended audience and use 1.1 You are only eligible to transact via the wrap platform if you have a place of business in the UK, and may only do so on behalf of clients who are aged 18 or over and are UK resident. Different client eligibility criteria apply to the various wrap products. You should refer to the relevant set of product terms for more information on this. 2. Delegation of services 2.1 By your acceptance of these terms, you acknowledge and consent to the delegation by us of certain of our administrative and custodial functions, including holding client assets, to third parties. We have satisfied, and will continue to satisfy, ourselves that such third parties are competent to carry out these delegated functions. 2.2 By your acceptance of these terms, you acknowledge and consent to the delegation by us of some or all of the services to such third parties as we may from time to time appoint, and undertake to co-operate fully with all such third parties. 2.3 Your contractual relationship will remain at all times with us (or such other company within the Standard Life Aberdeen group as we transfer our rights and obligations to under section 15). 3. Your application to register 3.1 Subject to the FCA rules, we have full discretion to accept or refuse to accept any application to gain access to the wrap platform and the services. We reserve the right to reject your application without giving reasons for doing so. 3.2 You are responsible for ensuring that the information and details you submit to us in connection with your use of the wrap platform and the services are true, accurate and complete in all material respects. You must notify us as soon as possible if you become aware that any such information or details have changed. 3.3 You will be responsible to us for the following: a) awareness of these terms by each of the individual users; b) compliance by each individual user with these terms; c) each individual user s lawful use of the wrap platform and the services; d) ensuring that any user ID and/or password is not used to access the wrap platform or the services by anyone except the relevant individual user; e) the approval of each individual user to use the wrap platform and the services; f) that each individual user is lawfully entitled, and has all necessary approvals, to receive the information and use the services; and g) the agreement to such other terms and conditions by individual users as may be required by us from time to time. 4. Our relationship General 4.1 You will act lawfully, honestly and in a professional and diligent manner in your use of the wrap platform and the services. You will ensure that you do not act in a manner which could adversely affect our reputation. 4.2 If we are not reasonably satisfied at any time that a dealing instruction we receive has been adequately authenticated, we may refuse to accept it, without incurring responsibility or liability to you or your clients. In addition, we may restrict or remove your access to the wrap platform and the services at our reasonable discretion at any time. For example, this may be necessary for security reasons or in response to any abuse of the wrap platform or the services by you. 4.3 You do not have authority to act on our behalf (except as expressly set out in these terms) or as our agent or to bind or purport to bind us in any way. 4.4 You are required to maintain sufficient insurance cover with a reputable insurance company in accordance with the relevant FCA rules. 4.5 If you are the intermediary, your relationship (including the payment or recovery of remuneration paid by any company in the Standard Life Aberdeen group to you) with us will also be governed by the Standard Life Aberdeen group s Intermediary Terms of Business (as updated from time to time). Please note even where the intermediary is not you, our relationship with you under these terms will end as set out in section 12.5 Wrap Platform 3/20

Confidentiality 4.6 You shall treat as confidential any confidential information which you obtain as a result of entering into or performing your obligations under these terms. This section is without prejudice to the provisions of any nondisclosure agreement between you and us. Notwithstanding the provisions of any non-disclosure agreement between you and us (but without prejudice to the terms of section 11 in relation to personal data), we reserve the right to use and disclose to other parties we contract with any information or data supplied by you to us or generated by us in relation to your business (1) for the purpose of the provision of services by us to you and/ or your clients under these terms and the client terms (as appropriate); (2) to assess and improve the Standard Life Aberdeen group s business and the services it offers; (3) where required by the FCA or any other regulatory authority; and (4) where required under applicable laws and regulations and/ or FCA rules. 4.7 You shall use adviser information strictly in accordance with the purpose for which it is intended. In particular, adviser information should not be passed to clients or disclosed to third parties outside your organisation without our prior written consent. Third parties 4.8 We may from time to time put you in touch with third parties, who can provide you with certain additional services. You should take such precautions as you deem reasonable in connection with your relationship with such third parties (for instance, ensuring your data is backed up where appropriate). It will be your decision as to whether or not you use the services of these third parties, and we do not accept any responsibility or liability for your relationship with them or any loss or damage arising from it. 4.9 We may provide you with links to websites operated or owned by third parties, which allow you to access and use certain material and information. We do not have any control over such websites or the information contained on them, and do not accept any responsibility or liability in connection with your access or use of them. We do not endorse, authorise or sponsor, nor are we affiliated to, such sites or their content, owners or providers. Intellectual property rights 4.10 You shall not access or use, or permit access to or use of, the wrap platform or the services: a) other than by a person expressly authorised on your behalf or by an individual user; or b) for any purpose not directly related to your business relationship with us. 4.11 You acknowledge that any and all intellectual property rights subsisting in the wrap platform (including any enhancements or modifications to it) and in the information shall remain the property of us and/or our third party licensors or service providers, except where we have expressly agreed otherwise. 4.12 Standard Life and the Standard Life logo are registered trade marks of companies in the Standard Life Aberdeen group. Companies in the Standard Life Aberdeen group may also claim trade mark and service mark rights in other marks contained within the pages of the wrap platform from time to time. 4.13 Reproduction of the pages of the wrap platform in whole or in part without our prior written consent is strictly prohibited unless this is for your proper use of the wrap platform or for commercial viewing and downloading purposes by you or an individual user. We acknowledge that the demonstration of the wrap platform to prospective clients (on an individual or group basis) is permissible in this context. 4.14 In the event that you provide us with any intellectual property rights to use in connection with the provision of the services, you must: a) ensure that you have the right to allow us to use such intellectual property rights; and b) grant us a non-exclusive licence to use such intellectual property rights pursuant to the provision of the services. Computer Misuse 4.15 You must not perform or permit any denial of service attack on the wrap platform. 4.16 You must not misuse the wrap platform by knowingly introducing computer viruses or any other material which is malicious or technologically harmful. You must not attempt to gain unauthorised access to the wrap platform, the server on which the wrap platform is stored or any server, computer or database connected to the wrap platform. 4.17 By breaching the above provisions, you would commit a criminal offence under the Computer Misuse Act 1990. We will report any such breach to the relevant law enforcement authorities and will co-operate with those authorities and may disclose your identity to them. In the event of such a breach, your right to use the wrap platform will cease immediately and automatically without notice. Wrap Platform 4/20

4.18 We will not be responsible for any loss or damage resulting from any attack by a third party on our systems, any computer virus or any other malicious or technologically harmful material that may infect your computer equipment, computer programs, data or other proprietary material due to your use of the wrap platform, or due to your downloading of any material posted on the wrap platform, or on any website linked to it. Support Service Companies 4.19 You must provide us with at least 21 days advance notice if your relationship with your support services company is to come to an end for any reason so that we can update our records. 5. Your relationship with your client 5.1 Your clients who use the wrap platform and the services are subject to the client terms, which we will provide or make available to you. You should retain a copy of the client terms and each of the product terms at all times for reference purposes. 5.2 The provisions which relate to a client in both the client terms and each of the product terms apply to you where these are appropriate and where you are accessing the wrap platform and using the services for and on behalf of a client. In particular you will be responsible for: a) ensuring that your clients account(s) do not become overdrawn by sending us any required dealing instruction in good time; b) ensuring there is sufficient cash in your clients relevant cash account(s) to pay any charges; c) checking that any contract note made available on the wrap platform following the execution of a dealing instruction is accurate, and informing us as soon as reasonably possible if this is not the case; d) undertaking the necessary Know Your Customer checks as required by the FCA and other relevant industry bodies from time to time. These include but are not limited to source of wealth and money laundering checks; and e) providing us with any instructions, notifications or information required under the product terms in good time, including ensuring that such information is (and remains) valid and correct. 5.3 You shall pass to your client immediately (and in accordance with any regulatory timescales), and without any amendment, all documents (including electronic documents/information) supplied to you by us for the information of, or for completion by, your client (including corporate actions, short form reports, statements and other information regarding your clients investments). Where any such document is to be returned to us, you shall return it to us as soon as reasonably possible after it is completed by your client. 5.4 You shall not submit any application for a wrap product (and/ or dealing instructions) on behalf of a client until you have provided such client with, and given them a reasonable opportunity to read, the following: a) the relevant product terms; b) the relevant pre-sales information (such as key features documents and key information documents); c) the charging schedule which forms Annex 1 to the client terms and any other relevant information on charges, relevant expenses and rebates; d) any personal illustration or other relevant pre-sale quote; and e) any other document(s)/literature specified by us or which require to be disclosed by you under relevant regulations or laws from time to time. 5.5 We will, on request, supply you with copies of any document which you reasonably require to carry out your obligations under these terms. 5.6 We have an obligation to send certain documents directly to clients and also reserve the right to send other documents and communications directly to clients where we deem this necessary for legal reasons or to enhance operational efficiency. 5.7 You will at all times be authorised under FSMA for the type of business you conduct, either directly or as an appointed representative of an authorised entity. You will inform us immediately if this ceases to be the case. 5.8 Where you are directly authorised by the FCA or any other relevant regulatory body, you shall, when requested, provide us with a statement of: a) your FCA or other relevant regulatory body firm reference number; b) confirmation of whether you are or are not authorised to hold client money (as defined in the FCA rules); c) the notifications required under the Anti-Money Laundering legislation; and d) confirmation that, if you are acting in a discretionary capacity, you have the relevant regulatory permissions and are complying with the relevant regulatory requirements. Wrap Platform 5/20

5.9 You act on behalf of and as agent for your clients, and will always act in accordance with and subject to the client terms, including regarding all dealing and settlement transactions. We will presume that you act on behalf of and as agent for your clients (including for the purposes of passing dealing instructions to us) unless and until we are advised in writing otherwise. You will ensure that all necessary documentation and/or forms are completed to establish and carry out transactions for your clients. Although we are aware that you are acting as agent for your clients in your use of the services, you agree that we will treat your client as our client in respect of that business for the purposes of the Conduct of Business Sourcebook, rule 2.4.3, of the FCA Rules. 5.10 You will act promptly and strictly in accordance with the instructions you receive from, and with the full authority of, your clients. You are responsible for ensuring that such instructions and authority are relevant, appropriate and authorise you to transact on behalf of your clients, as you do, for each and every transaction you carry out. You must at all times comply with your obligations under the FCA rules and any relevant rules and regulations in relation to such instructions. 5.11 You must notify us immediately if you become aware that any dealing instruction or transaction is not recognised or is, or may be, incorrect. 5.12 You are responsible for the following: a) determining and agreeing the level of access to the wrap platform and the services granted by us to your clients; b) providing us with evidence, as requested at any time, which confirms that the client to whom you have recommended the wrap products and/or investments are compatible with the defined target market, as communicated to you; c) ensuring (and evidencing on request) that any wrap products and/or investments you recommend to your clients are suitable and continue to be suitable for your clients circumstances. Where you are submitting an instruction on behalf of your client on an informed choice or execution-only basis, you are solely responsible for assessing (and evidencing on request) that the investment and/ or wrap product is appropriate for and in the best interests of your client; d) where we choose to make our separate investment management functionality available, and any of your clients you recommend to, or who choose to, have assets managed on the wrap platform by you or a discretionary investment manager using this functionality, for example within managed portfolios managed by you or a discretionary investment manager, ensuring that: (i) where you are managing your clients investments using our separate investment management functionality, you have the relevant regulatory permissions and meet the relevant regulatory requirements, you enter into and maintain an appropriate agreement with each client and relevant Standard Life Aberdeen group company wrap product provider and that you enter into the investment management hub terms and conditions; and (ii) where you arrange for your clients investments to be managed by a discretionary investment manager using our separate investment management functionality, you (1) carry out appropriate due diligence in respect of any discretionary investment manager who will manage your clients investments to ensure they are fit and proper and hold all necessary FCA authorisations and (2) you enter into and maintain an appropriate agreement with the discretionary investment manager; and (iii) you fully disclose and explain to your clients the terms of any investment management arrangements or investment outsourcing arrangements you enter into in respect of your clients investments; prior to the commencement of these arrangements; and e) where we choose to make our separate investment management functionality available to you or an investment services firm you contract with, in order to allow you or such investment service firm to create, edit and rebalance advised portfolios, you enter into and comply with any obligations imposed by us including but not limited to ensuring that (1) you comply with the terms of the investment management hub terms and conditions, (2) you carry out appropriate due diligence in respect of any investment services firms you contract with, (3) you fully disclose to and explain any such arrangements to your client(s) and that they consent to such arrangements being put in place in respect of the administration of their investments, (4) you do not and shall ensure that any investment services firm you contract with does not, charge any portfolio manager fee and (5) you obtain instructions and consent from the client to each investment instruction given to us by you or an investment services firm. 5.13 You are solely responsible for carrying out due diligence on an ongoing basis in respect of any discretionary investment manager or investment services firm managing or administering your clients investments to ensure that they continue to be fit and proper and hold all necessary FCA authorisations. Wrap Platform 6/20

5.14 You are solely responsible for advising your clients, including in relation to their and your use of the wrap platform and of the services, disclosure of all relevant charges and/or expenses whether payable to you or other third parties and for advising upon or managing your clients portfolio of wrap products and/or investments, including where we choose to make our separate investment management functionality available and your clients have assets managed on the wrap platform by you or a discretionary investment manager using this functionality. This includes, but is not limited to, taking full responsibility for any changes you may make to any elements of the services where these are configurable by you. Where we choose to make our separate investment management functionality and managed portfolios or advised portfolios available to your clients on the wrap platform, you acknowledge that we are not providing an investment management or investment advisory service to you or your clients. It is your responsibility to review and discuss the suitability of any investment strategy (including disclosing all relevant charges and/or any relevant expenses associated with any investment strategy) that you recommend to your clients and to review this on an ongoing basis if there has been a change in their circumstances. 5.15 The wrap platform offers bulk dealing functionality which allows you to place instructions to sell, switch or rebalance investments on behalf of multiple clients at the same time. We aim to ensure that all instructions, including bulk instructions, are executed within the timescales set out in the relevant terms and conditions or policy provisions. However, processing particularly large bulk instructions may cause delays in buying and selling investments. This means we cannot guarantee that bulk instructions will be executed within a particular time period and we will not be liable to you or a client for any loss or expense you suffer as a result of our failure to do so. You must ensure that your client is aware of this before you use bulk functionality to place instructions on their behalf. If you are informed of your client s death, you must remove your client s wrap account from any rebalancing or bulk instructions you carry out. Where we choose to make our separate investment management functionality available and while your clients have assets managed or administered on the wrap platform by you or a discretionary investment manager in a managed portfolio or by you or an investment services firm in an advised portfolio using this functionality, any rebalance instructions you place on the wrap platform will treat the managed portfolio or advised portfolio as a single asset within your rebalance instruction and not rebalance the underlying assets held in the managed portfolio or advised portfolio. In certain circumstances, the client terms allow us to deduct relevant amounts or any shortfall from the cash accounts and/or sell or cancel the purchase of investments if there are insufficient funds in the wrap cash account to pay an ongoing adviser charge. If we have to sell units in mutual funds or investments within a managed portfolio or an advised portfolio, these will be sold in line with a disinvestment strategy set by the discretionary investment manager, you or the investment services firm (where you or the investment services firm use our separate investment management functionality). 5.16 We may agree to deduct monies from clients wrap accounts in order to pay a fee, commission, adviser charge, charge or expense which they owe to you, in accordance with the client terms and product terms. Where we deduct money from a client s wrap account for this purpose, this money is no longer the client s money and immediately becomes a debt which we owe to you. You agree not to make a claim against your client for such money, unless we have subsequently reimbursed such money to your client and have recovered the corresponding amount from you. We may hold any such monies until they reach a specified level before we pay them to you. We will not pay you any interest on any such money which we hold pending payment to you. 5.17 Where we have deducted monies from clients wrap accounts in order to pay a fee, commission, adviser charge or expense they owe to you (as described in section 5.16 above), you agree that we may pay such monies to the intermediary (which may not be you) and any debt we owe to you will be discharged on payment of such monies to the intermediary. You also agree not to make a claim against your client for such money, unless we have subsequently reimbursed such money to your client and have recovered the corresponding amount from the intermediary. 5.18 Where you accept instructions under a power of attorney, you will provide us with an appropriate power of attorney document (the original or a copy certified on every page as a true copy by a UK solicitor, notary public or stockbroker) issued by the account holder of a wrap account. 5.19 Information on the types of trust which are eligible for a wrap account is available in the client terms. If you are in any doubt as to whether we accept a particular type of trust arrangement, you should contact us. 5.20 We only accept the most recent version of application forms and other documents available on the wrap platform. You must ensure that any application or other document you submit to us on behalf of a client is the most recent version of that document from time to time. 5.21 We may stop paying you commission, fees or adviser charges on behalf of clients: (i) in accordance with the client terms and product terms; (ii) in accordance with the Intermediary Terms of Business; or (iii) where we are required to do so by the FCA and/or the FCA rules. Wrap Platform 7/20

5.22 You are solely responsible for any instructions you give us to pay adviser charges on behalf of your clients to you. When submitting such an instruction, you should ensure that the type, frequency and amounts of adviser charge are exactly as agreed between you and your client, that you have evidence of your client s agreement to pay such adviser charge(s) and that you will provide this to us at our request. You should also ensure that the details of your client recorded on the wrap platform (including their personal home or their business address, as appropriate) are correct before submitting such an instruction. 5.23 We reserve the right to reimburse an adviser charge deducted from a client to that client for any reason and where we do so, we will be entitled to recover the corresponding amount from you and such amount is no longer a debt which we owe to you. This may include any adviser charges we have paid to you after the date of the customer s death, and may include a payment made in respect of a period prior to your customer s death. Reduced charges 5.24 Subject to these terms, we may, at our discretion, make reduced charges available to a client, a group of clients or all clients. If the relationship between you and your client ends, then from the date of the end of such relationship, we may, after giving the client at least 30 days notice, cease to apply any reduced charges and the client may be charged the platform and/ or product administration charges set out in the client terms. 5.25 We may for any reason at any time: (i) vary the level of reduced charges; and/or (ii) cease to apply reduced charges and instead apply the platform and/ or product administration charges set out in the client terms, in both cases in respect of one client, or group of clients, or all clients. Where reduced charges are to cease to apply or are to be varied to a client s detriment, we will give you at least 30 days written notice. Where reduced charges will be varied not to the client s detriment, they may be varied immediately upon written notice to you. 5.26 Notwithstanding clause 5.23, we may make available to clients, on an individual basis, reduced platform and/or product administration charges which differ from the reduced charges. 5.27 Where we have agreed to make available to your clients reduced charges, you are responsible for requesting us in writing; (a) where a customer who has previously been a wrap platform customer becomes a new client of yours, to apply the same reduced charges to that client as well; and (b) where we further lower the reduced charges to your clients and a client was previously on lower charges than was made available to your client base, to apply the same further lowered reduced charges to that client as well. 5.28 Notwithstanding clause 5.24, we may cease to apply the reduced charges (and instead apply the platform and/or product administration charges set out in the client terms) immediately on written notice if we cease to be or will cease to be permitted to provide the reduced charges in whole or in part by any law, regulation or rule, including the FCA rules. 6. Charges, fees and payment 6.1 We do not charge you for access to the wrap platform and to our services. We may introduce optional services from time to time, which we may charge for but you will not be obliged to use them. If you decide to use these optional services, we reserve the right to charge for them and/or recover any costs we incur on your behalf. Any charges that apply in connection with these optional services would be agreed with and notified to you in advance. Please note that if you use such optional services, you automatically accept that you may be charged for them. 6.2 Where you have incurred any such charges or fees, you must pay them to us within 30 days of the date you receive our account (the due date ). In the event that you do not pay us any amount you owe to us by the due date, we reserve the right to charge you compound interest on the amount due from the due date to the date you make payment. We will apply the same interest rate as the rate for English County Court judgement debts. You may also have to pay us any legal fees we incur in recovering a debt from you. 7. Security precautions 7.1 Each individual user will be allocated a user ID and a password either by you or by us at your request. Anyone who possesses this information will be able to access the wrap platform and the services as that individual user, and accordingly you are responsible for preventing this information from being obtained by anyone else. This information must not be: Wrap Platform 8/20

a) written down and/or disclosed to anyone except the relevant individual user; b) recorded in such a way that it could be understood by anyone other than the relevant individual user and must not be stored on a computer (for instance, by asking a computer to remember this automatically). 7.2 Each user ID and password is for a single individual user only. Individual users are not permitted to share their user ID and password with any other person, nor with multiple users on a network. 7.3 You are responsible for access to the wrap platform and to the services, and all dealing instructions placed, using the user ID and password of any individual users. We will treat such dealing instructions as genuine and carry them out, even if given in error, unless we have received prior notification of unauthorised access to the wrap platform or the services from you. If you believe that someone else knows of a user ID or password or is accessing the wrap platform or the services without your permission, you must disable the individual user s access using the on-line facility available from the wrap platform and telephone us to tell us as soon as possible. If you fail to do so you will be liable for any loss suffered by you or your client as a result. 7.4 If an individual user ceases to be your employee, contractor or agent, you must revoke that individual user s authorisation immediately. 8. Liability and indemnity 8.1 We and you will comply at all times with the FCA rules and all relevant laws and applicable regulations relating to the wrap platform and/or the services. 8.2 We and you agree to co-operate with each other in connection with the application of the FCA rules and any relevant laws and regulations. 8.3 We will only be liable to you for losses you suffer to the extent that these arise directly as a result of our negligence, fraud or wilful default. 8.4 We do not guarantee that the wrap platform and the services can be accessed at all times or as indicated by us. The wrap platform and the services may be temporarily unavailable or restricted for administrative or other reasons. If this happens we will endeavour to restore access to the wrap platform and availability of the services as quickly as possible. We will also take reasonable steps to allow you to place dealing instructions by telephone during any such period. 8.5 We do not guarantee that the wrap platform or the services will be available outside the UK, that accessing or using the wrap platform and the services in any jurisdiction outside the UK is compliant with local laws or regulations or that the information can be legitimately used or accessed outside the UK. We will not be liable for any loss or damage arising out of or in connection with such use or access, or out of the unavailability of the wrap platform, the services or the information outside the UK. 8.6 We will use reasonable endeavours to ensure that all information provided by us is accurate, current and complies with relevant UK laws and regulations as at the date of issue. However, we cannot guarantee that this will be the case. We do not accept liability or responsibility for the completeness or accuracy of any information that we do not calculate and/or produce directly. For example, this may be out of our control where we are reliant on a third party to provide accurate information. Data computations which are not made by us are not guaranteed by us and may not be complete or accurate. 8.7 Nothing in these terms will exclude or limit any duty or liability we may have under the regulatory system as defined by the FCA rules. 8.8 Nothing in these terms will exclude or limit any obligation we may have in common law, and in particular for fraud or for misrepresentation as to a fundamental matter. 8.9 Any software which relates to the wrap platform or the services is downloaded at your own risk. We do not warrant the suitability of any such software that you download and accept no liability for any problems with your computer that may arise as a result. If you are in any doubt as to the suitability of software to be downloaded, we recommend that you obtain specialist advice before downloading. 8.10 We will not be liable to you for losses you suffer as a result of us following the instructions of a client in relation to an adviser charge (for example, if a client asks us not to pay an adviser charge to you or to reimburse an adviser charge paid to you). 9. Changes to these terms 9.1 From time to time, we may alter these terms, for example due to changes in legislation, new industry regulations or system improvement. If we do alter these terms, we will provide a revised version on the wrap platform and notify you of this fact in accordance with section 14. Changes to these terms that are outside of our control (for instance, changes required as a result of changes in legislation or industry regulations) will take effect immediately. We will use our reasonable endeavours to give you at least 14 days notice of all other changes. Wrap Platform 9/20

9.2 From time to time we may change the content, presentation, performance, facilities or availability of any part of the wrap platform, the services or the information and the way in which any of these are provided to you. We will always use our reasonable endeavours to provide you with as much advance notice as possible of any changes which are material or substantial. 10. Communication 10.1 We may communicate in a number of different ways including post, e-mail, certain forms of electronic messages and fax. Please note that we do not accept communications by SMS message. Our contact details are as follows: Standard Life Dundas House 20 Brandon Street Edinburgh EH3 5PP You can also call the Wrap Customer Centre on: 0345 279 1001, or email them at: wrap_servicing@standardlife.com We shall contact you using the details you have provided us with, which are held on the wrap platform. You should inform us as soon as possible if these details change. We are entitled to rely on any communications which you send and which we receive. Please note that there is no guarantee that any email or electronic message sent will be received, or that the contents of any such message will remain private or unaltered during internet transmission. We accept no liability for any damages that you or others may suffer as a result of the alteration or loss of confidentiality of any emailed information or electronic message. Where permitted by law or regulation we reserve the right to use email as our default means of communication with you. We may monitor and/or record the use and content of emails which we send or receive for the purposes of ensuring compliance with our own email policy, and identifying and taking action against unlawful or improper use of our systems, including, but not limited to, spoofing, the transmission of computer viruses and a denial of service attack. We may also monitor and/or record telephone calls. 11. Data protection General Provisions 11.1 Both you and we will comply with the Data Protection Act in connection with these terms and their performance. Personal data, sensitive personal data, data processor and data controller have the same meaning in this section as they are given in the Data Protection Act. 11.2 In accordance with the Data Protection Act, we may process, transfer and disclose your personal and/or sensitive personal data, and that of your clients or prospective clients, for the purposes of: a) providing the services, managing accounts and complying with instructions; b) verifying identity and taking credit decisions; c) detecting and preventing fraud; d) complying with laws, regulations, the FCA rules and public duties; e) complying with an instruction from the FCA or other competent regulatory authority; f) monitoring and/or recording telephone calls and electronic transactions in order to carry out instructions accurately, to assist in improving the services and in the interests of security and crime prevention; and g) analysis in order to assess and improve the Standard Life Aberdeen group s business and the services it offers. 11.3 You agree that we may share your personal and/or sensitive personal data and, subject to the following paragraph, that of your clients and prospective clients: a) with companies within the Standard Life Aberdeen group and its agents, service providers and subcontractors, present and future, who administer or process such information on our behalf; b) with appropriate regulatory authorities including the FCA; c) as required by any applicable laws or regulations; and d) with discretionary investment managers, where appropriate, for the purposes of discretionary investment managers managing the assets held in your clients wrap products on the wrap platform. Wrap Platform 10/20

11.4 You warrant, represent and undertake to us that, prior to communicating a client s or a prospective client s personal and/or sensitive personal data, through any application form or otherwise, you will: a) fully explain to your client that such data may be used in the manner specified in this section 11; and b) obtain your client s explicit consent to this. 11.5 We will not sell, rent or trade personal data or sensitive personal data to a company outside those described above without your permission or where relevant the permission of the client or prospective client. 11.6 We or our service providers and sub-contractors may transfer or disclose your personal and/or sensitive personal data, or that of your clients or prospective clients, outside the European Economic Area. This may involve the transfer of such data by electronic media including the internet. Where such data is transferred outside of the UK, we will ensure that the recipient agrees to keep the data confidential and hold it securely in accordance with the requirements of the Data Protection Act. 11.7 If you would like to request a copy of the personal and/or sensitive personal data we hold about you, please write to the Data Protection Team at our Head Office, Standard Life House, 30 Lothian Road, Edinburgh, EH1 2DH. We may charge a fee for providing the information. If there are any inaccuracies in such data, you should notify us so that they may be corrected. Prospective clients 11.8 You acknowledge that we are and will remain data processors of a prospective client s personal data and sensitive personal data until such time as the prospective client becomes a client and accepts the client terms. We will, in relation to the personal and/or sensitive personal data of a prospective client: a) ensure that appropriate technical and organisational security measures are taken against unauthorised or unlawful processing and against accidental or unlawful loss, alteration or destruction, or damage or access, and against all other unlawful forms of processing of such data; b) keep such data fully protected by means of passwords and other access restrictions; c) not disclose or allow access to any such data other than to persons engaged in the provision of the wrap platform and the services and that on a need to know basis only; and d) act only on your instructions in relation to the processing of any such data in respect of which you are the data controller. 11.9 Unless you instruct us otherwise, you appoint us, as your data processor, to delete the relevant prospective clients personal and/ or sensitive personal data if you have not made any changes to an application for a wrap product on behalf of a prospective client within six months of their personal and/or sensitive personal data being provided to us. If the relationship between us and you is terminated in accordance with section 12, you appoint us, as your data processor, to delete all prospective clients personal and/or sensitive personal data as soon as is reasonably practicable after such termination. Clients 11.10 When a prospective client becomes a client, we and you will be the data controllers in relation to that client s personal data and sensitive personal data. Cookies 11.11 The wrap platform uses cookies. A cookie is a piece of information that is saved to the hard drive of your computer and remembers data about the configuration of your computer. 11.12 We use this data to track your movements through the wrap platform to find out how they are being used and assess their usefulness. Personal information about you is not collected during the tracking process. 11.13 We also use persistent cookies if you have registered for any of our online services. These cookies allow us to make the logging-in process easier and more secure. They will also pre-populate your details should you need to complete one of our online forms. 11.14 By agreeing to and accepting these terms, or continuing to use our websites, or by logging-in to access any of our online services, you consent to our use of cookies. 11.15 You can disable the cookies that we attach if your browser supports this. For further information on how to do this, please refer to www.aboutcookies.org. However, you should bear in mind that if you exercise this option, you may be unable to use some of the services. Clients appointing new advisers 11.16 By agreeing to and accepting these terms, you accept that when a client appoints a new financial adviser (that has access to the services), the new financial adviser will have access to the client s wrap account (including the Wrap Platform 11/20

document library), which may contain confidential information about you, your charges and your terms of business. This section takes precedence over any conflicting term in a confidentiality agreement between you and us. Support services company and investment services firms 11.17 Where you obtain audit, compliance, investment research or administration or any other professional services from your support services company or investment services firm, you instruct and authorise us to transfer your clients personal data to your support services company or investment services firm and you confirm that you have obtained all appropriate and relevant consents from each client to authorise us to transfer their personal data to your support services company or investment services firm. You must also obtain the explicit consent of your clients to the transfer of any sensitive personal data to your support services company or investment services firm. You must notify us if you have not obtained consent from any client. 11.18 You consent to us providing your support services company or investment services firm with management information relating to your use of the wrap platform and the services. 12. Termination 12.1 Either party may terminate the relationship between you and us under these terms by giving at least 30 days written notice to the other party. 12.2 In the event that any one party: a) is in material breach of these terms, where such material breach is not capable of being remedied; b) ceases to hold any authorisations, permits or approvals relevant to the wrap platform or the services; c) ceases, or threatens to cease to carry on its business; or d) is unable to pay its debts as they fall due, or a petition is presented or meeting convened for the purpose of winding up you or us (except a voluntary winding up for purposes of reconstruction or amalgamation on terms previously approved in writing by us), or compounds with its creditors generally, or has a receiver, administrative receiver or administrator appointed for all or any part of its assets, or takes or suffers any similar action in consequence of debt; the other may terminate our relationship with you immediately by serving notice to this effect. 12.3 In the case of material breach of these terms by either party which is capable of remedy, the party not in breach may require it to be remedied within 10 business days by serving a request on the party in breach to this effect. In the event that such material breach has not been remedied in accordance with such request, the party not in breach may then serve notice terminating the relationship with immediate effect. 12.4 In addition, we may terminate our relationship with you under these terms immediately by serving notice to this effect if, in our reasonable opinion, you are in breach of any generally accepted guidelines on internet usage and or if we believe, on reasonable grounds, that you are involved in a criminal activity that might impact on our reputation. 12.5 Our relationship with you under these terms will end automatically in the event that the Intermediary Terms of Business between the intermediary and the companies within Standard Life Aberdeen group is brought to an end. 12.6 Termination of our relationship with you under these terms will not affect any accrued rights or liabilities of either us or you under these terms. On such termination, we and you will both endeavour to ensure a smooth exit from the relationship for both parties. You will be responsible for informing your clients and for managing the ongoing relationship with your clients in connection with such termination. 12.7 In the event of termination (for any reason): a) your right to access or use the wrap platform, the services and the information under these terms shall automatically terminate without notice; and b) where we ask you to do so, you shall return to us all correspondence, documents and other information provided by us (or any of our representatives) which may be in your possession or under your control. To avoid any doubt, this paragraph does not apply to your personal data or sensitive personal data, or that of any client or prospective client, or any information which you are required to hold for legal or regulatory reasons. 12.8 In the event of termination of our relationship with you under these terms by either party, we will use reasonable endeavours to give you access to your client s historical transactional data (with the exception of prospective client data) which is held on the wrap platform and which you would have been entitled to view while you had access to the wrap platform and the services. We will agree with you the format of such data. 13. Force majeure 13.1 The performance of our obligations under these terms may be interrupted and will be excused by the occurrence of a force majeure event affecting us or any of our sub-contractors. Wrap Platform 12/20