Common use of Instructions and Communication Clause in Contracts

Instructions and Communication. 3.1 Where you, any Authorised Person, or any other person are lawfully permitted to give us instructions, provide consent or exercise powers in relation to the Plan, we will act on those instructions, received consent, exercise of powers subject to our overriding regulatory, fiduciary and legal duties under Isle of Man Law and other applicable laws. 3.2 Where we act as Trustee of the Plan, we are willing, in principle, to give consideration to your lawful requests regarding the activities of the Plan; however, we shall not be bound by those requests. Under Isle of Man law, trustees must always act in the best interests of the beneficiaries and of the Plan as a whole and their discretion cannot be fettered. 3.3 We are hereby authorised, but are not obliged, to rely upon or to act in accordance with any instruction which may from time to time be or purport to be given in writing, by fax, telephone or electronic mail by you or any Authorised Person without enquiry on our part as to the authority or identity of the person giving or purporting to give such instruction. 3.4 Notwithstanding the above, we may, at any time, do or refrain from doing any act if we shall, in our absolute discretion, consider it proper to do so in connection with the provision of the Services or, where we act as Trustee of the Plan our duty to the beneficiaries of the Plan, or in order to comply with the laws of any country having jurisdiction over the Plan or otherwise. We shall not have any liability hereunder for acting, or refraining from acting, in accordance with this clause 3.4. 3.5 You agree that we may communicate with you and any Authorised Person by post, courier, delivery service, fax, email (including unencrypted email), video conference or telephone (including VoIP, Skype or similar). We shall have no liability for any loss, damage or liability incurred by you or any Authorised Person or Plan property by reason of the use of email (whether arising from viruses or otherwise) and you and any Authorised Person hereby release us from any such liability. 3.6 You hereby agree to indemnify us against all losses, claims, actions, proceedings, demands, damages, costs and expenses incurred or sustained by us, howsoever arising, in connection with, or in relation to, any such instructions or requests given by, or purported to be given by you or any Authorised Person. 3.7 We shall not be liable to you or any Authorised Person or any other person for any loss, damage or expense incurred directly or indirectly as a result of a delay by us in acting on your or, if relevant, any Authorised Person’s instructions, requests or recommendations unless such delay was caused by our wilful default or fraud. For the avoidance of any doubt, a delay in acting on any instructions, requests or recommendations pursuant to clause 2.4 above shall not amount to wilful default. 3.8 We shall not be liable to you or any Authorised Person or any other person for any loss, damage or expense incurred directly or indirectly as a result of us acting on your or, if relevant, any Authorised Person’s instructions, requests or recommendations unless such loss was caused by our wilful default or fraud. 3.9 Any notice in writing required to be given under this Agreement may be given by post, courier or hand delivery to the last notified address (or in the case of a company, the registered office) of the party being served and shall be deemed duly served:- 3.9.1 if hand delivered, upon delivery; 3.9.2 if by courier, upon delivery provided proof of delivery is obtained; 3.9.3 if by post within the British Isles, 2 business days after being posted; or 3.9.4 if by post outside the British Isles, 7 business days after being posted.