Common use of Responsibility and Liability Clause in Contracts

Responsibility and Liability. 13.1 ESL and the trustee are not responsible for selecting or monitoring performance of investments, or for assessing suitability of investments for you or providing financial or other advice. 13.2 You are responsible to us for the fees and charges set out in Fees and Charges Schedule to these Terms and Conditions. Without prejudice to section 13.3, for the duration of the agreement described in section 1.1 (between us and ESL for the operation of the Scheme) neither ESL nor the trustee will charge you any additional fee for the administration of your plan. 13.3 With the exception of the fees and charges described in section 13.2, you are responsible to ESL and the trustee for all reasonable fees, costs, claims, expenses, tax charges, levies, liabilities, demands and losses that they suffer or incur in respect of any person who is not part of the Embark group of companies and that is beyond their reasonable control: • in performing their duties under your plan; • in carrying out their lawful duties and responsibilities in relation to you; • in acting on requests or instructions made by you (including in connection with the appointment of any investment firm or service provider) if the requests or instructions are in compliance with law and your plan; or • if you carry out or arrange an action in respect of your plan that is unlawful or contrary to the Scheme or that results in a liability or cost to you, your plan or the Scheme. except in all cases as a direct result of ESL's or the trusteeʼs wilful neglect, wilful default or fraud. This section 13.3 continues in force after your pension fund(s) have been extinguished or the Scheme has been wound up. 13.4 Neither ESL nor the trustee are responsible for any loss (including loss of profit) in relation to, or reduction in value of any investment: • acquired at your request unless such loss or reduction results from fraud, wilful misconduct, negligence or breach of regulatory duty on the part of ESL or the trustee, or the fraud, wilful misconduct, negligence or breach of regulatory duty of any of their employees or agents; • not acquired or not disposed of in accordance with ESL's or the trustee's rights under these Additional Pension Terms; • disposed of in accordance with these Additional Pension Terms unless such loss or reduction results from fraud, wilful misconduct, negligence or breach of regulatory duty on the part of ESL or the trustee, or the fraud, wilful misconduct, negligence or breach of regulatory duty of any of their employees or agents; • which results from any action or omission of any nature whatsoever by any investment firm or by any nominee, banker, custodian or other person providing services to ESL or the trustee; or • which may arise as a consequence of selling an investment under section 6. 13.5 Other than as a direct result of wilful neglect, wilful default or fraud by ESL or the trustee, neither ESL nor the trustee accept any liability or obligation for any or all losses, costs, actions, proceedings, claims and demands arising directly or indirectly that are incurred by, or brought or made against ESL or the trustee: • if ESL or the trustee acted in good faith in accordance with any instruction (relating to benefit options, benefit nominations and investment directions) that reasonably appears to ESL to have been given by you; • as a result of having acted in good faith on the instruction of a legally authorised party acting on your behalf; • as a result of any default or error by you or by your agents or investment firms or your representatives; • as a result of any instruction or investment direction sent by you, or your representatives or agents, or any other third parties who may hold or manage or advise on investments not being received by us; • as a result of any investment disposed of or not acquired or not disposed of in accordance with ESL's rights under your plan; • for the defaults or errors of or any losses whatsoever caused by any third parties, investment firms, providers of execution only dealing facilities, third parties who may manage investments, nominees, custodians, banks or institutions which hold any assets including cash (or are a counterparty to any investment) including, but not limited to, insurance company unit-linked funds, stocks and shares, unit trusts, open-ended investment companies (OEICs) and investment trust companies; and • for the default or error of or any losses whatsoever caused by any professional adviser or manager appointed by some or all of you, ESL and the trustee; and • for any failure or delay in implementing any instruction or investment direction or in performing some or all of ESL's or the trustee's obligations in respect of the Scheme or your plan which is caused by circumstances beyond ESL's reasonable control, including but not limited to any one or more of: act of God, earthquake, storm, flood, lightning, fire, explosion or similar natural events; power failure; failure or disruption of a computer system or other equipment, including electronic mail systems and telecommunications; failure or disruption of any relevant stock exchange, including depositories, settlement systems or markets; strike, lockout, other industrial action or other interference with work; nationalisation, expropriation, prohibition, intervention, direction or embargo; imposition by any governmental or quasi- governmental authority of currency restrictions, exchange controls or other charges or restraints affecting your arrangement(s) or the investments and assets allocated to it; inability or delay in obtaining governmental or quasi-governmental approval, consent, permit, licence, authority or allocation; intervention by an exchange or regulator; act of war (declared or undeclared), terrorism, insurrection, revolution, civil disturbance, riot, blockade or other disturbance. It is expressly agreed by that possible difficulties which may be encountered by ESL or the trustee with respect to its ability to perform its obligations under this Agreement following the withdrawal of the United Kingdom from the European Union following the initiation of the withdrawal procedure under Article 50 of the Lisbon Treaty, shall not be deemed to be circumstances beyond ESLʼs reasonable control. 13.6 If such an event occurs and the failure or delay by ESL or the trustee is material, ESL, to the extent reasonably practicable, will give you prompt notice of that event unless you might reasonably be expected to be aware of the circumstances. ESL then also gives you reasonable particulars of it and, insofar as known, the probable extent to which ESL and/or the trustee are unable to perform, or be delayed in performing, the relevant obligations. 13.7 Other than as a direct result of wilful neglect or wilful default or fraud by ESL or the trustee, neither ESL nor the trustee accept any liability or obligation for unauthorised payment tax charges, taxable property charges, scheme sanction charges, tax surcharges, income or capital gains tax, or any other tax or levy.

Responsibility and Liability. 13.1 ESL and the trustee are not responsible for selecting or monitoring performance of investments, or for assessing suitability of investments for you or providing financial or other advice. 13.2 You are responsible to us for the fees and charges set out in Fees and Charges Schedule to these Terms and Conditions. Without prejudice to section 13.3, for the duration of the agreement described in section 1.1 (between us and ESL for the operation of the Scheme) neither ESL nor the trustee will charge you any additional fee for the administration of your plan. 13.3 With the exception of the fees and charges described in section 13.2, you are responsible to ESL and the trustee for all reasonable fees, costs, claims, expenses, tax charges, levies, liabilities, demands and losses that they suffer or incur in respect of any person who is not part of the Embark group of companies and that is beyond their reasonable control: • in performing their duties under your plan; • in carrying out their lawful duties and responsibilities in relation to you; • in acting on requests or instructions made by you (including in connection with the appointment of any investment firm or service provider) if the requests or instructions are in compliance with law and your plan; or • if you carry out or arrange an action in respect of your plan that is unlawful or contrary to the Scheme or that results in a liability or cost to you, your plan or the Scheme. except in all cases as a direct result of ESL's or the trusteeʼs trustee’s wilful neglect, wilful default or fraud. This section 13.3 continues in force after your pension fund(s) have been extinguished or the Scheme has been wound up. 13.4 Neither ESL nor the trustee are responsible for any loss (including loss of profit) in relation to, or reduction in value of any investment: • acquired at your request unless such loss or reduction results from fraud, wilful misconduct, negligence or breach of regulatory duty on the part of ESL or the trustee, or the fraud, wilful misconduct, negligence or breach of regulatory duty of any of their employees or agents; • not acquired or not disposed of in accordance with ESL's or the trustee's rights under these Additional Pension Terms; • disposed of in accordance with these Additional Pension Terms unless such loss or reduction results from fraud, wilful misconduct, negligence or breach of regulatory duty on the part of ESL or the trustee, or the fraud, wilful misconduct, negligence or breach of regulatory duty of any of their employees or agents; • which results from any action or omission of any nature whatsoever by any investment firm or by any nominee, banker, custodian or other person providing services to ESL or the trustee; or • which may arise as a consequence of selling an investment under section 6. 13.5 Other than as a direct result of wilful neglect, wilful default or fraud by ESL or the trustee, neither ESL nor the trustee accept any liability or obligation for any or all losses, costs, actions, proceedings, claims and demands arising directly or indirectly that are incurred by, or brought or made against ESL or the trustee: • if ESL or the trustee acted in good faith in accordance with any instruction (relating to benefit options, benefit nominations and investment directions) that reasonably appears to ESL to have been given by you; • as a result of having acted in good faith on the instruction of a legally authorised party acting on your behalf; • as a result of any default or error by you or by your agents or investment firms or your representatives; • as a result of any instruction or investment direction sent by you, or your representatives or agents, or any other third parties who may hold or manage or advise on investments not being received by us; • as a result of any investment disposed of or not acquired or not disposed of in accordance with ESL's rights under your plan; • for the defaults or errors of or any losses whatsoever caused by any third parties, investment firms, providers of execution only dealing facilities, third parties who may manage investments, nominees, custodians, banks or institutions which hold any assets including cash (or are a counterparty to any investment) including, but not limited to, insurance company unit-linked funds, stocks and shares, unit trusts, open-ended investment companies (OEICs) and investment trust companies; and • for the default or error of or any losses whatsoever caused by any professional adviser or manager appointed by some or all of you, ESL and the trustee; and • for any failure or delay in implementing any instruction or investment direction or in performing some or all of ESL's or the trustee's obligations in respect of the Scheme or your plan which is caused by circumstances beyond ESL's reasonable control, including but not limited to any one or more of: act of God, earthquake, storm, flood, lightning, fire, explosion or similar natural events; power failure; failure or disruption of a computer system or other equipment, including electronic mail systems and telecommunications; failure or disruption of any relevant stock exchange, including depositories, settlement systems or markets; strike, lockout, other industrial action or other interference with work; nationalisation, expropriation, prohibition, intervention, direction or embargo; imposition by any governmental or quasi- governmental authority of currency restrictions, exchange controls or other charges or restraints affecting your arrangement(s) or the investments and assets allocated to it; inability or delay in obtaining governmental or quasi-governmental approval, consent, permit, licence, authority or allocation; intervention by an exchange or regulator; act of war (declared or undeclared), terrorism, insurrection, revolution, civil disturbance, riot, blockade or other disturbance. It is expressly agreed by that possible difficulties which may be encountered by ESL or the trustee with respect to its ability to perform its obligations under this Agreement following the withdrawal of the United Kingdom from the European Union following the initiation of the withdrawal procedure under Article 50 of the Lisbon Treaty, shall not be deemed to be circumstances beyond ESLʼs ESL’s reasonable control. 13.6 If such an event occurs and the failure or delay by ESL or the trustee is material, ESL, to the extent reasonably practicable, will give you prompt notice of that event unless you might reasonably be expected to be aware of the circumstances. ESL then also gives you reasonable particulars of it and, insofar as known, the probable extent to which ESL and/or the trustee are unable to perform, or be delayed in performing, the relevant obligations. 13.7 Other than as a direct result of wilful neglect or wilful default or fraud by ESL or the trustee, neither ESL nor the trustee accept any liability or obligation for unauthorised payment tax charges, taxable property charges, scheme sanction charges, tax surcharges, income or capital gains tax, or any other tax or levy.

Responsibility and Liability. 13.1 ESL and the trustee are not responsible for selecting or monitoring performance of investments, or for assessing suitability of investments for you or providing financial or other advice. 13.2 You are responsible to us for the fees and charges set out in Fees and Charges Schedule to these Terms and Conditions. Without prejudice to section 13.3, for the duration of the agreement described in section 1.1 (between us and ESL for the operation of the Scheme) neither ESL nor the trustee will charge you any additional fee for the administration of your plan. 13.3 With the exception of the fees and charges described in section 13.2, you are responsible to ESL and the trustee for all reasonable fees, costs, claims, expenses, tax charges, levies, liabilities, demands and losses that they suffer suffer or incur in respect of any person who is not part of the Embark group of companies and that is beyond their reasonable control: • in performing their duties under your plan; • in carrying out their lawful duties and responsibilities in relation to you; • in acting on requests or instructions made by you (including in connection with the appointment of any investment firm or service provider) if the requests or instructions are in compliance with law and your plan; or • if you carry out or arrange an action in respect of your plan that is unlawful or contrary to the Scheme or that results in a liability or cost to you, your plan or the Scheme. except in all cases as a direct result of ESL's or the trusteeʼs trustee’s wilful neglect, wilful default or fraud. This section 13.3 continues in force after xxxx your pension fund(s) have been extinguished or the Scheme has been wound up. 13.4 Neither ESL nor the trustee are responsible for any loss (including loss of profit) in relation to, or reduction in value of any investment: • acquired at your request unless such loss or reduction results from fraud, wilful misconduct, negligence or breach of regulatory duty on the part of ESL or the trustee, or the fraud, wilful misconduct, negligence or breach of regulatory duty of any of their employees or agents; • not acquired or not disposed of in accordance with ESL's or the trustee's rights under these Additional Pension Terms; • disposed of in accordance with these Additional Pension Terms unless such loss or reduction results from fraud, wilful misconduct, negligence or breach of regulatory duty on the part of ESL or the trustee, or the fraud, wilful misconduct, negligence or breach of regulatory duty of any of their employees or agents; • which results from any action or omission of any nature whatsoever by any investment firm or by any nominee, banker, custodian or other person providing services to ESL or the trustee; or • which may arise as a consequence of selling an investment under section 6. 13.5 Other than as a direct result of wilful neglect, wilful default or fraud by ESL or the trustee, neither ESL nor the trustee accept any liability or obligation for any or all losses, costs, actions, proceedings, claims and demands arising directly or indirectly that are incurred by, or brought or made against ESL or the trustee: • if ESL or the trustee acted in good faith in accordance with any instruction (relating to benefit options, benefit nominations and investment directions) that reasonably appears to ESL to have been given by you; • as a result of having acted in good faith on the instruction of a legally authorised party acting on your behalf; • as a result of any default or error by you or by your agents or investment firms or your representatives; • as a result of any instruction or investment direction sent by you, or your representatives or agents, or any other third parties who may hold or manage or advise on investments not being received by us; • as a result of any investment disposed of or not acquired or not disposed of in accordance with ESL's rights under your plan; • for the defaults or errors of or any losses whatsoever caused by any third parties, investment firms, providers of execution only dealing facilities, third parties who may manage investments, nominees, custodians, banks or institutions which hold any assets including cash (or are a counterparty to any investment) including, but not limited to, insurance company unit-linked funds, stocks and shares, unit trusts, open-ended investment companies (OEICs) and investment trust companies; and • for the default or error of or any losses whatsoever caused by any professional adviser or manager appointed by some or all of you, ESL and the trustee; and • for any failure or delay in implementing any instruction or investment direction or in performing some or all of ESL's or the trustee's obligations in respect of the Scheme or your plan which is caused by circumstances beyond ESL's reasonable control, including but not limited to any one or more of: act of God, earthquake, storm, flood, lightning, fire, explosion or similar natural events; power failure; failure or disruption of a computer system or other equipment, including electronic mail systems and telecommunications; failure or disruption of any relevant stock exchange, including depositories, settlement systems or markets; strike, lockout, other industrial action or other interference with work; nationalisation, expropriation, prohibition, intervention, direction or embargo; imposition by any governmental or quasi- governmental authority of currency restrictions, exchange controls or other charges or restraints affecting affecting your arrangement(s) or the investments and assets allocated to it; inability or delay in obtaining governmental or quasi-governmental approval, consent, permit, licence, authority or allocation; intervention by an exchange or regulator; act of war (declared or undeclared), terrorism, insurrection, revolution, civil disturbance, riot, blockade or other disturbance. It is expressly agreed by that possible difficulties difficulties which may be encountered by ESL or the trustee with respect to its ability to perform its obligations under this Agreement following the withdrawal of the United Kingdom from the European Union following the initiation of the withdrawal procedure under Article 50 of the Lisbon Treaty, shall not be deemed to be circumstances beyond ESLʼs ESL’s reasonable control. 13.6 If such an event occurs and the failure or delay by ESL or the trustee is material, ESL, to the extent reasonably practicable, will give you prompt notice of that event unless you might reasonably be expected to be aware of the circumstances. ESL then also gives you reasonable particulars of it and, insofar as known, the probable extent to which ESL and/or the trustee are unable to perform, or be delayed in performing, the relevant obligations. 13.7 Other than as a direct result of wilful neglect or wilful default or fraud by ESL or the trustee, neither ESL nor the trustee accept any liability or obligation for unauthorised payment tax charges, taxable property charges, scheme sanction charges, tax surcharges, income or capital gains tax, or any other tax or levy.