Terms of Business

Terms of Business 

1. Terms Of Business and Definitions 

1. The following Terms of Business apply to the Services provided by Unio Financial Services Ltd (Unio) to the Client unless otherwise agreed in writing between Unio and the Client.  

1. In these Terms the following definitions will have the following meanings: 

“Client” means the person who has engaged Unio to provide the Services in accordance with the Contract. 

“Communications” means those work products we have developed and produced exclusively for you to communicate information to employees and or Members regarding their benefits under the Scheme. Communications do not include Unio Information or any materials or proprietary information that is owned or licensed by third parties. 

“Contract” means the agreement formed by these Terms of Business, the Letter of Engagement, the Schedule of Services and Fee Agreement. 

“Unio Information” means the intellectual property rights in all systems, techniques, methodologies, ideas, concepts, information and know-how developed during our performance of the Contract 

“Letter of Engagement” means the Letter of Engagement signed by the Client and by Unio whereby Unio agreed to provide the Services. 

“Member(s)” means the individual(s) participating in, eligible to participate in, or who previously participated in, the Scheme. “Member Data” means the records and information you or Members supply to us, in the course of providing the Services and pertaining to Members and their benefits under the Scheme. “Scheme” means the pension scheme of the Client. 

“Schedule of Services and Fee Agreement” means the Schedule of Services and Fee Agreement appendixed to the Letter of Engagement. 

“Scheme Information” means the data (including Member Data), images, text, and information (in whatever form or media) that is supplied to us by you or on your behalf, to enable us to provide the Services. 

“Services” means the services set out in the Schedule of Services and Fee Agreement and which are agreed in writing between the parties as necessary from time to time.  

In these terms, "we",, "us", and "our" refer to Unio and “you” and “your” refer to the Regulatory Status and Our Services 

1. Regulatory Status:  

Unio Financial Services Limited trading as Unio, Unio Employee Benefits and Unio Wealth Management is regulated by The Central Bank of Ireland as: 

• an investment Intermediary under Section 10 of the Investment Intermediaries Act 1995 (as amended)  

• as an Insurance Intermediary under the European Union (Insurance   Distribution) Regulations, 2018 (as amended).    

As an Investment Intermediary/Insurance Intermediary, Unio Wealth Management provides its services to its clients on a “fair analysis of the market” basis. This means that we consider a sufficiently large number of products and producers available in the market which enables us to make a recommendation to meet our client’s needs.  

Our regulated services include: 

 

• Insurance    mediation    services provided    to     pension     scheme      trustees      and sponsoring employers, in respect of   insuring   their   schemes’ death in service and disability benefits, respectively.  

• Services relating to the receipt and transmission of orders in investment instruments provided in the context of administering defined contribution pension schemes and the provision of information to scheme trustees in relation to selecting fund managers.  

The provision of the balance of Unio's pension consultancy and administration services do not require licensing, authorisation or registration with the Bank and as a result, are not covered by its requirements designed to protect consumers or by a statutory compensation scheme.   

However, it should be noted in this regard that occupational pension schemes and larger corporate entities are specifically excluded from entitlement to claim from the Investor Compensation Scheme. Unio provides the same high standard of care to all of its clients, regardless of their classification.  

For   Unio's   regulated services, it is subject to the Central Bank of Ireland Regulations and Code(s) of Conduct, including: 

• Consumer Protection Regulations 

• Standards for Business Regulations  

• Fitness and Probity Standards 

• Minimum Competency Code.  

These Regulations and codes offer protection to consumers and can be found on the Central Banks website at www.centralbank.ie. 

1. Group Status  

Unio Financial Services Limited trading as Unio, Unio Employee Benefits and Unio Wealth Management is a wholly owned subsidiary of Unio Limited which is owned by ILGWM.  ILGWM is owned by the Canada Life Group (U.K.) Limited, a member of the Great-West-Lifeco Group of companies). 

 

1. Services 

We will provide the Services to you in accordance with the Contract. 

1. Charges to Services 

You may request changes to the Services. Requests for changes must be sufficiently detailed to enable us to assess the impact of the requested change on the cost, timetable or any other aspect of the Contract. We shall agree to work together to consider and, if appropriate, make any changes to the Services. Until a change to the Services is agreed in writing (signed by both parties), we will continue to provide the original Services 

1. Our Standards 

All work that we carry out for you will be performed in accordance with our understanding of the proper interpretation of the law and in accordance with current professional guidelines and practice. All work is subject to our internal review procedures. 

1. Contract Management 

Each of us will name a contact who will be responsible for managing all issues relating to the performance of the Contract. The initial contacts are as recorded in the Letter of Engagement. 

1. Complaints Procedure 

In the event that a client and/or Member wishes to make a complaint against Unio, this can be done orally or in writing by email or post.  

We will acknowledge the complaint within 5 working days of receiving it and will provide regular updates on the progress of our investigations. We aim to resolve complaints as quickly as possible. Our complaints procedure can be found on our website at this link. 

If the Client and/or Member is not satisfied with the outcome of our review of the complaint, the client is entitled to refer the matter to the Financial Services and Pensions Ombudsman, Lincoln House, Lincoln Place, Dublin 2 (01 567 7000) info@fspo.ie. 

1. Deliverables 

1. Deliverables  

The Deliverables are the documents (whether on paper, computer disk or in electronic format) including, without limitation, statutory documentation, notes of meetings, correspondence and reports that we provide to you from time to time. 

1. Ownership of Deliverables 

We own Unio Information. The Deliverables will be prepared by us solely for the use of those to whom they are addressed, to be used only for the purposes for which they were delivered. We accept no liability or responsibility whatsoever to any third party to whom the Deliverables may be shown or to whom the Deliverables are provided (regardless of how they are obtained). We own any and all intellectual property rights in the Deliverables including, without limitation, any copyright. You may make copies of the Deliverables for your own internal use but except as required by law, you must not provide the Deliverables, or copies of them, to any third party including your other advisers without first obtaining our written consent so that we have an opportunity to consider the context in which our services are being used. 

1. Freedom to Use Ideas 

We may develop or use any such systems, techniques, methodologies, ideas, concepts, information or know-how, whether or not reflected in any of the Deliverables, subject to our not being in breach of our confidentiality undertaking. 

1. Draft Reports, Letter and Other Documents  

Any draft reports, letters or other documents we might provide will not constitute our definitive opinion and conclusions, which will be contained solely in a final written product. We shall have no liability whatsoever in contract or tort or otherwise for the content of any draft reports, letters or other work product, and you should neither act nor refrain from acting on the basis of the contents of such drafts. 

1. Your Responsibilities 

1. Responsibilities 

Our performance of the Services is dependent on you carrying out your responsibilities as set out in the Contract. You will be responsible to ensure that, and we will be entitled to assume that you and your duly appointed officers will perform their obligations in accordance with all applicable law and your memorandum and articles of association and will comply with all laws including regarding the filing of all returns in a complete, correct and timely manner. 

1. Information and Materials 

In providing the Services, we will rely on information, materials and input that you or your nominated third parties provide to us.  You agree: 

1. To provide us on a timely basis with all information and materials reasonably required to enable us to provide the Services. 

1. that all the information disclosed, or to be disclosed, to us, whether by you or by a third party nominated by you, is or will be true, accurate, complete and not misleading in any material respect. We will rely on, but we will not independently verify the accuracy and completeness of information which you or your nominated third parties supply to us. 

1. that you are responsible for informing us of any changes to, or inaccuracies in, the information originally presented to us; and 

1. that where you are using third parties to provide materials, information, input or support which may affect our ability to provide the Services, you will ensure that you have appropriate written agreements in place with those third parties in respect of the provision of such information or support. You will be fully responsible for the management of the third parties and the provision, quality and accuracy of their materials, information, input and work. 

1. Your Staff 

To enable us to provide the Services you will ensure that your staff members are available to provide such assistance as we may reasonably require and that we are given reasonable access to senior management, as well as to any members of your staff specified in the Letter of Engagement. You will be responsible for ensuring that your staff members have the skills and experience appropriate for this engagement. If in our opinion any of your staff do not have the relevant skills or experience or fail to perform as required, you will make suitably qualified and experienced alternative staff available as soon as possible after being requested to do so by us. 

1. Conduct  

You will not take any action or conduct yourself in any way that could or might cause us to be in breach of any law, regulation, guidelines or direction or to be the subject of any liability whatsoever whether within Ireland or in any other jurisdiction. You agree to indemnify us, our directors, officers and agents and to keep us, our directors, officers and agents indemnified against all and any liabilities, losses, expenses (including reasonable legal fees and expenses) or other costs we reasonably incur in connection with any claims or actions against us by any third party in relation to the subject matter of this Clause 4.4 or the Contract 

1. Payment for Services 

You shall pay us, or cause us to be paid, for the Services as set out in the Contract. 

1. Privacy Policy 

Our Privacy Policy sets out the legal basis for processing of member data and the member’s rights in respect of the member data. Our Privacy Policy is available on our website www.Unio.ie. You confirm and agree that you will inform your staff that our Privacy Policy is available on www.unio.ie. 

1. Remuneration 

1. Basis of Remuneration:  

1. Unio may be remunerated for the Services by fees, commission or by a combination of both. Fees will be charged on the basis set out in the Schedule of Services and Fee Agreement. Where the Schedule of Services and Fee Agreement do not state the basis on which our fees will be charged, our fees will be calculated primarily by reference to the time spent carrying out the work at rates which reflect such factors as complexity, monetary values, seniority of the personnel involved and specialist input. These fees will range from: 

 

 

Group Pension scheme fees 

For Group Pension Schemes, fees are typically charged on a per-member basis as per the following table: 

Fee Scale – Pension  

No. of Members	Per Member unit cost	Min Fee per annum
0 to 25	€300	€5,000
26 to 50	€250	€7,500
51 to 100	€200	€12,500
101 to 250	€175	€20,000
251+	€150	€35,000

 

Service	Setup fee	Commission (% of premium)
Group Pension	€2,500	Not applicable

 

Group Risk scheme fees 

For Group Risk schemes where pension is included there is no additional cost. For standalone Group Risk schemes there is an associated fee which will be discussed and agreed at proposal stage. The minimum fee will be €2,500 per annum. Fees may vary depending on the nature and complexity of the services you require. Once off setup fees apply as per the table below.  

Service	Set-up Fee (€)	Commission (% of premium)
Life assurance	€750	6%
Income Protection	€750	12.5%
Serious Illness	€750	12.5%
Combined	€2,250

 

Unio Employee Benefits may receive commission as outlined above from protection providers. Where we receive commission from a protection provider in addition to charging you a fee, we will not offset part or all of the commission against the fee, unless this has been agreed with you in writing. Payment of any fee is due on issue of our invoice. 

 

 

 

Group Healthcare scheme fees 

For Group Healthcare Schemes, fees are typically charged on a per member basis as per the following table: 

Fee Scale – Healthcare 

No. of Members	Per Member unit cost	Min Fee per annum
0 to 25	€100	€2,000
26 to 50	€75	€2,500
51 to 100	€60	€3,750
101 to 250	€50	€6,000
251+	Fixed	€12,500

 

Service	Set-up Fee (€)	Commission payable
Health Insurance	1,500	5% of the gross annual premium
Dental	1,250	10% of gross annual premium

 

Additional Notes 

• Fees will be based on employee headcount as of 1st January annually (subject to our minimum income being met). Invoicing will be yearly in advance.  

• Fees charged, other than in respect of the Group Pension Scheme Management, are subject to VAT and as such a portion of the fee charged will be subject to VAT. 

• If a charge, or part of any charge, is not received within 30 days of the invoice date, Unio Financial Services Limited shall be entitled to charge interest on the amount unpaid.  The interest shall be charged monthly at a rate equal to one-twelfth of the annual rate, being 2% more than the base lending rate of AIB Bank plc at the relevant time, compounded monthly and calculated on the amount outstanding, from month to month. 

• The fee assumes work is carried out in line with The Services outlined above; work outside this scope will be agreed with the Employer and invoiced on an agreed basis. 

• Health Insurance commission - 5% of the gross annual premium (payable only by Irish Life Health) 

• Fees for services are subject to minimums as outlined above. 

 

 

For any pre-agreed or special projects, we will charge the following hourly rates, ranging from €175 to €500 depending on the services provided. We will discuss the range of services available, agree a fee structure tailored to your requirements, and confirm this to you in writing. 

Unio team rate card 

Depending on your requirements and the services you engage us for, Unio Employee Benefits may charge a fee for our administration and consulting services. Our fee basis is generally as follows: 

• Administrator: €175 per hour 

• Senior Administrator: €200 per hour 

• Team Leader: €225 per hour 

• Consultant: €300 per hour 

• Senior Consultant: €350 per hour 

• Directors: €450 per hour 

• Partner: €500 per hour 

 

Where this is beneficial for the client, Unio Employee Benefits may charge a flat rate of €2,000 per day. 

 

Employee Benefits & Health and Wellbeing 

The basis of our Employee Benefits and Health and Wellbeing remuneration will be set out in our proposal and is summarised as follows: 

• Full details of remuneration, including any commissions and/or fees, will be clearly set out in our written proposal (SOS* only applicable where turnover of the client is less than €5m) prior to the commencement of services. 

Please note: Additional fees may also apply for broking and consulting on other products and solutions such as dental, vision, redundancy calculations (NPV) and financial planning. 

Fee adjustments 

To ensure our remuneration remains appropriate to prevailing economic conditions, our fees are subject to an annual adjustment in line with the prevailing rate of inflation. 

 

 

 

1. Unio may take referrals from or act as agents for its professional connections (e.g. solicitors, accountants) and reserve the right to share commission and/or fees with such connections at its discretion. In some instances, we may also receive commission on cover relating to risk benefits placed with insurance companies. The amount received from the insurance companies will be dependent on the particular benefits insured.  

A summary of Unio’s charges can be found on our website at this link. 

1. Fee Estimates 

Any fee estimate given by us, whether for planning or other purposes, will be given in good faith but will be subject to the stated caveats and assumptions and to any factors outside our control and will not be contractually binding. We will notify you if it reasonably becomes apparent that the estimate is likely to be materially exceeded. 

If services additional to the Services are required to be provided, our fees for such additional services will be calculated on the basis set out in Clause 5.1. 

1. Taxes 

Charges, including expenses, will be stated exclusive of any taxes. You will be responsible for paying any taxes arising from the Contract for which you are legally liable, such as Value Added Tax at the applicable rate. 

1. Invoicing Details:  

With each invoice, we will provide a brief description of the work being invoiced. 

1. Periodic Charging 

We will invoice you every three months in advance, unless otherwise agreed between us. To the extent that Services are provided which are not covered by the three- monthly invoice, we reserve the right to invoice after the delivery of those Services. 

1. Payment of Invoices 

All charges will be specified in Euro, and all invoices will be paid in that currency, unless otherwise agreed. All invoices will be due for payment on receipt by you. Any queries concerning an invoice should be raised within 30 days of the invoice date. Any undisputed amounts remain payable on the due date. We may claim interest for late payment at the rate of 1 per cent a year over a 3-month EURIBOR (that is, Euro Inter Bank Offered Rate) for the time being, on any unpaid invoice. If you have arranged with a third party for the discharge of our fees, this does not affect your obligations to pay our fees in the event that the third party fails to discharge such fees in accordance with these Terms of Business even where our invoice has been addressed to such third party. 

1. Client Default and Remedies  

In the event of any unpaid fees arising, Unio may exercise a right of lien over any of your property, documents and assets for as long as any such fees remain outstanding or take any other action it deems necessary to recover all outstanding sums. 

Product producers may withdraw benefits or cover in the event of default on payments due under policies of insurance or other products arranged for you. We would refer you to policy documents or product terms for the details of such provisions.   

1. Travel  

Travel time, other than time spent travelling from a local residence to the normal place of work, may be charged at the standard hourly rate set out in the Schedule of Services and Fee Agreement. 

1. Expenses 

All charges are stated exclusive of expenses unless the Letter of Engagement states otherwise. You agree to pay for our travel, accommodation, subsistence and other reasonable expenses incurred in connection with the Services. We may charge for document handling (secretarial, photocopying, printing, fax, courier or special mail deliveries, etc.) and other out of pocket expenses incurred in connection with the Services when necessary, by prior agreement 

1. Duration and Termination 

1. Duration of Contract 

The Contract will apply from the Commencement Date (if any) stated in the Letter of Engagement or, where no Commencement Date is specified, from the date upon which the Services commence. The Contract will continue unless it is terminated earlier in accordance with the terms set out below. 

1. Right to Terminate the Contract 

 Unless stated otherwise in the Letter of Engagement, the Contract may be terminated by either of us at any time by giving not less than 90 days written notice in respect of all services provided to you by Unio in its capacity as a Registered Administrator (this notice period is required by law) and 30 days written notice in respect of all other Services. 

1. Return of Property 

 On the termination of the Contract, and subject to Clause 5.6, each of us will return to the other any property of the other that it then has in its possession or control, except that we may retain one copy of any documentation prepared or modified by us or any other information, whether in electronic format or otherwise upon which our Services are based to enable us to maintain a professional record of our involvement. 

1. Termination for Breach of Contract 

Subject to Clause 6.2, the Contract may be terminated by either party on written notice with immediate effect if the other commits a material breach of any term of this Contract which in the case of a breach capable of being remedied, is not remedied within 30 days of a written request to remedy the same. 

1. Termination for Insolvency 

Subject to Clause 6.2, the Contract may be terminated by either of us by written notice with immediate effect in the event that the other party is unable to pay its debts or has a receiver, administrator, examiner or liquidator appointed or calls a meeting of its creditors or ceases for any other reason to carry on the business or if, in the reasonable opinion of the other party, any of these events appears likely. 

1. Right to Terminate for Legal or Regulatory Reasons 

Subject to Clause 6.2, we may terminate the Contract (or if we consider it appropriate the provision of certain services) forthwith by notice in writing if we believe that, or anticipate imminent circumstances where, the Contract or any of it might result in us or you violating any legal or regulatory requirement in any applicable jurisdiction or any requirement or direction of any relevant body (including by way of example, the Revenue Commissioners, the Pensions Ombudsman or the Pensions Board). 

1. Payment of Fees on Termination 

Where either of us terminates the Contract for any reason, you will pay us for all Services provided up to the date of termination together with any additional costs reasonably incurred by us as a result of the early termination of the Services including, but not limited to, costs relating to sub-contracts or relocation costs. We will take reasonable steps, where possible, to mitigate any such additional costs. We reserve the right to take whatever action we, in our sole opinion, deem necessary to recover all sums due by you to us.

1. Data Protection and Confidentiality of Information 

1. Personal Data:  

1. In accordance with the provision of the Data Protection Acts 1988 and 2003 (as amended) or any other legislation or regulations implementing Directive 95/46/EC, the General Data Protection Regulation (GDPR) and any consequential national data protection legislation and including any guidelines, codes of practice or similar circulars issued by the Data Protection Commissioner, in each case as may be replaced, re-enacted, consolidated, extended, revised or amended from time to time (“Data Protection Legislation”) we will not, unless required by law, process any personal data acquired or used by us in the course of our work for you in any manner incompatible or inconsistent with the following purposes or for any other purpose: 

1. The Delivery of our Services to you. 

1. Updating our records and database. 

1. Data Protection 

1. The parties acknowledge that for the purposes of Data Protection Legislation the Client is to be regarded as a Data Controller and subject to Clause 7.2.11, Unio is to be regarded as a Data Processor (within the meaning of those terms in the Data Protection Legislation). Unio agrees that, in respect of any Data provided to it by the Client and the Members it will: 

1. process such Data at all times in accordance with Data Protection Legislation on the Client’s behalf, in accordance with the documented instructions of the Client and exclusively for the purposes of providing the Services and for no other purposes whatsoever, except with the prior written consent of the Client. 

1. implement appropriate technical and organisational measures to protect the Data from unlawful or unauthorised processing and accidental loss, destruction or damage having due regard for the nature of the Personal Data concerned, the level of access to it, the nature, scope, context and purposes of the Processing provided that such measures shall ensure a level of security appropriate to the risks to the rights and freedoms of Data Subjects that might result from unauthorised or unlawful processing or accidental loss, destruction or damage to the Data; 

1. promptly notify the Client upon becoming aware of any breaches of its security (leading to the accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to the Data) and cooperate with the Client’s incident investigation requirements. It is the Client’s responsibility to report the breach to the Office of the Data Protection Commissioner; 

1. not process nor transfer any data outside the European Economic Area (EEA) without the prior written consent of the Client. The prior written consent of the Client will not be required where such transfer is agreed in accordance with a sub-processing agreement or where data is transferred to a country outside the EU which has been recognized by the European Commission as providing an adequate level of protection. A list of these countries can be found on the European Commission’s website. 

1. Unio will not appoint or engage a sub-processor generally without your prior specific or general authorisation but for the avoidance of doubt you consent to the use of our existing sub- processors (which will be notified to you). We will notify you at least 14 days prior to a new sub-processor being added to the list. Any appointment of a sub-processor by us will be conditional on the sub-processor being subject to equivalent data protection obligations as us. If you do not object to the addition, within the period specified by us, the appointment of the sub-processor will be deemed to be approved by you. 

1. at the Client’s written request or following termination of the Contract and at the expense of the Client, arrange for and effect delivery to the Client or destruction, at the Client’s sole option (in accordance with Unio's document retention and destruction policies) of the Data in our possession or under our control as soon as reasonably practicable (unless otherwise agreed with the Client). The Client acknowledges and agrees that Unio may retain records of all transactions or other actions undertaken for the Client for seven years from the date of each transaction or other action, for risk management purposes and as required by law, either 

1. Without prejudice to Unio's obligations under Data Protection Legislation, promptly notify the Client about any Data Subject Request received directly from Members or Data Subjects. Unio may contact the Data Subject to acknowledge receipt, but it shall not respond to the request without the Client’s prior written instructions. The Client agrees to handle the request in accordance with Data Protection Legislation. Unio shall provide such commercially reasonable assistance to the Client to enable it to respond to such requests and the Client shall be responsible for Unio's costs in providing such assistance; 

1. notify the Client of any complaints, notices or communications which relates directly or indirectly with the processing of data, or to either parties’ compliance with Data Protection Legislation and provide the Client with co-operation and assistance in dealing with such notice, complaint or communication unless Unio is required to respond directly; 

1. Where the Client gives Unio reasonable notice, Unio agrees to allow for and contribute to audits and inspections by the Client or its auditor in order to verify compliance with the terms of this Clause 7. Such audits which are to be conducted onsite shall be conducted onsite at an agreed date and time during normal business hours, and the scope and content shall be agreed in advance and restricted to the Client’s Data and related matters. The Client shall provide Unio with any audit reports unless prohibited by law. The audit reports shall constitute confidential information of the Client and Unio. If the audit is addressed in an SSAE 16/ISAE 2403 Type 2, ISO, NIST or similar audit report performed by a qualified third-party auditor within 12 months of the audit request, and 

1. Unio confirms that there are no material changes in the controls audited, the Client agrees to accept those findings in lieu of an audit. All audits shall be at the Client’s cost and expense and any assistance provided by Unio may incur a reasonable fee.  Unio reserves the right to require the Client’s written agreement to pay such fees before providing audit assistance. 

1. subject to the provisions of Clause 8 and in particular to the limit on Unio's liability set out in Clause 8.4, indemnify the Client from and against any and all liability, loss, fines or expense incurred by the Client arising out of or in connection with a breach by Unio of this Clause 7 or Data Protection Legislation. Unio shall (subject to the provisions of the Contract) at all times be liable to the Client for the acts, deeds and omissions, or breaches of law of any party appointed by Unio including Unio's agents or any third-party processors, as if it were that party so appointed under this Contract. Unio shall not be liable for any loss or expense arising to the extent that they are in respect of any processing by Unio in accordance with the instructions of the Client or any breach by the Client of its obligations under Data Protection Legislation or any other breach of applicable law. 

1. In circumstances where Unio discloses Data for its own purposes and acts as Data Controller, Unio confirms and agrees that it will carry out its functions as Data Controller in compliance with Data Protection Legislation; 

1. ensure that persons authorised to process the Data have committed themselves to confidentiality obligations with Unio in order to maintain the levels of security and protection provided for in this Clause 7.2. 

1. Restriction on Disclosure of Confidential Information:  

1. Neither of us will disclose to any third party, without the prior written consent of the other party, any proprietary or confidential information which is received from the other party for the purposes of providing or receiving the Services including, without limitation, the terms and conditions of the Contract and amounts payable under the Contract (“Confidential Information”). Each of us agrees that any Confidential Information received from the other party shall be used only for the purposes of providing or receiving the Services under the Contract or any other contract between us. The Confidential Information may be disclosed to our respective employees involved in the Services, but we will each make our respective employees, to whom such Confidential Information is disclosed, aware of the restrictions on disclosure contained in this Clause. These restrictions will not apply to any information which: 

1. is or becomes generally available to the public other than as a result of a breach of an obligation under this Clause; or 

1. is acquired from a third party. 

1. Disclosure Required by Law  

1. Notwithstanding Clause 7.3 above, either of us will be entitled to disclose Confidential Information of the other to:  

1. our respective insurers or legal advisers; and  

1. a third party to the extent that such disclosure is required by law, by any court of competent jurisdiction, or by governmental or regulatory authority, or where there is a legal right, duty or requirement to disclose such Confidential Information, provided that (and without breaching any legal or regulatory requirement) where reasonably practical, not less than two business days’ notice in writing is first given to the other party. 

1. Marketing 

We are entitled to include your name on reference lists. For marketing material, we are entitled to use brief descriptions of the consulting projects in connection with your name. If you do not wish to be included in such reference lists, please advise us immediately in writing. 

1. Citation of Services:  

Without prejudice to Clauses 7.3 and 7.4 above, we may cite the performance of the Services for you to our clients and prospective clients as an indication of our experience. If you do not wish us to do so, please advise us immediately in writing. 

1. Conflicts of Interest:  

Unio seeks to avoid conflicts of interest in the conduct of its business. Nonetheless, some conflicts, real or potential, may arise from time to time. It is Unio's policy to put in place procedures and arrangements to manage such conflicts in the best interests of its clients. Unio will notify clients of the nature and/or source of conflicts in the event that there is a real or potential risk of damage to their interests and where our arrangements to manage such conflicts may not be sufficient to ensure, with reasonable confidence, that they will not be disadvantaged. In such instances no work will be undertaken without the written agreement of the client. 

1. Working for Other Clients:  

Subject to Clause 7.7, we will not be prevented or restricted by anything in the Contract from providing services for other clients. 

1. Liability 

1. General 

We shall use due skill, care and diligence in the provision of the Services and the preparation of any Deliverables. 

1. Current Law  

Our Services are provided in accordance with professional practice and guidelines current during the term of the Contract and on the basis of our understanding of the proper interpretation of pensions law, court decisions, regulations and interpretations of the law in existence on the date on which we provide you with information. Changes in the law and interpretations may take place before you act upon such information or may be retrospective in effect and therefore we accept no responsibility for any loss arising as a result of your acting, or omitting to act, or relying upon such information in circumstances where there are changes in the law, or in interpretations of the law, occurring subsequent to the date on which such information is delivered to you. 

1. Acceptance of Liability 

We shall only be liable for direct and actual loss proven by you and we shall not be liable for any indirect, consequential or economic or other loss whatsoever or howsoever arising including, without limitation, loss of profits and/or loss of business opportunity. For the purposes of this Contract liability shall be defined as our aggregate liability in contract, tort, under statute or otherwise (including in respect of any omission), whether to you or any other party, this includes, without limitation, our liability for the acts or omissions of our directors, agents, employees, sub-contractors, or other representatives; 

1. Liability Cap 

Subject to the exclusions set out in Clause 8.6 below, our total liability (whether arising in contract, tort or otherwise) to you and your officers, directors, trustees, employees or shareholders and to any third party, for all claims arising out of the Contract and the Services (including, without limitation, for multiple claims arising out of or based upon the same act, error or omission, or series of continuous, interrelated or repeated acts, errors or omissions) shall not exceed the annual fee due in any calendar year by you to us. 

1. Notice of Complaint 

In our experience, the longer the delay between an event which could give grounds for complaint and the date on which the complaint is made, the more difficult it is for matters to be addressed to the complaining party’s satisfaction. Accordingly, we will have no liability whatsoever in relation to this Contract (other than where we are guilty of fraud in relation to the Contract) unless we have been notified by you of a claim, setting out reasonable details of such claim, within three years from the date on which you first become aware, or ought reasonably to have become aware, of the facts which give rise to the claim. 

1. Exclusion  

To the maximum extent permissible by law, all warranties, conditions or terms other than those expressly set out in the Contract are hereby expressly excluded or minimised. In no event will we be liable for any loss, damage, cost or expense arising in any way, directly or indirectly, from any fraudulent or negligent act or omission, any misrepresentation or default or any breach of law on your part or by any of your directors, employees, agents, suppliers and/or any third parties (and if we incur any costs or expenses as a result of breach on your part, we will have the right to recover such costs and expenses (including reasonable legal fees and expenses) from you). 

1. Oral Communications 

While we may answer enquiries over the telephone or in meetings on an informal basis, as these enquiries may involve an immediate answer to a complicated problem in respect of which we may not have received full and accurate information, we shall have no liability to you (whether in contract or tort or otherwise) for our answers. You should neither act nor refrain from acting on the basis of such answers unless they are confirmed in writing by us. Equally, where verbal instructions are accepted by us they must be at your risk. You should also confirm or acknowledge such instructions in writing. 

1. Force Majeure 

Neither of us will be liable to the other for any delay or failure to fulfil their obligations under the Contract to the extent that any such delay or failure arises from causes beyond their reasonable control, that cannot be prevented by either of us taking steps that could reasonably be expected to be taken (such as appropriate disaster recovery procedures), including but not limited to fire, flood, acts of God, acts or regulations of any governmental or supranational authority, war, riot, strike, lockouts and industrial disputes 

1. Consumer Compensation 

Unio is a member of the compensation scheme established under the Investor Compensation Act 1998 (“ICA”). The ICA provides for the establishment of a compensation scheme to compensate eligible investors in respect of losses incurred, to the extent that the losses are recognised under its terms. However, clients should be aware that a right to compensation will only arise where client money or investment instruments held by this company on your behalf cannot be returned, either for the time being or for the foreseeable future, and where the client falls within the definition of eligible investor* as set out in the ICA. In the event that a right to compensation is established, the maximum compensation payable by the Investor Compensation Company Limited is the lesser of 90% of the net loss recognised for the purposes of the ICA, or €20,000. *Excludes, inter alia, pension schemes and companies in excess of a stipulated size.  

Unio is also a member of the Irish Brokers Association Compensation Fund Ltd. Subject to the rules of the fund the liabilities of member firms up to a maximum of €100,000 per client  (€250,000 in  aggregate) may be discharged by the fund. Claims from this fund can only be made in relation to insurance products and only after a claim has first been dealt with through the Investor Compensation Scheme and where the latter has failed to provide adequate compensation. 

1. Investment Risk 

1. The volatile nature of markets means that most forms of investment involve some level of risk and past performance is not a reliable guide to future performance. As a result, clients need to be aware when investing that the value of their investments may go down as well as up and they may get back less than they put in. 

1. The parties expressly agree that should any limitation or provision contained in this Clause 8 be held to be invalid under any applicable statute or rule of law it shall to that extent be deemed omitted but if any party thereby becomes liable for loss or damage which would otherwise have been excluded or limited such liability shall be subject to the other limitations and provisions set out herein. 

1. The parties agree and acknowledge that neither of them is acting as a consumer in connection with the matters set out herein, that each is acting in the course of business, and that the provisions of this Clause 8 are fair and reasonable in all respects. 

1. Documents 

1. Ownership 

Files and documents (including our working papers), created during the provision of the Services, belong to us and will remain under our power and control. It is not our practice to release or grant access to such papers other than in the context of due diligence investigations where we have received letters, in a form suitable to us, releasing us from liability. Documents coming into our possession or created when we act as a client’s agent, belong to the client and may be returned on request. We reserve the right to retain a copy of all such documents released to the client. 

1. Consent 

Inevitably in dealing with client work, some documents that come into our possession belong to the client rather than to us. Whilst we would normally return the original of any document belonging to a client which has enduring significance, it is likely that over a period of time, other less important records, which strictly remain the client’s property, will be filed amongst our own papers. It would assist in managing our storage facilities to have your consent in advance to destroy any papers that, in our opinion at the time when the seven-year review for the purpose of destruction of documents is carried out, do not warrant continued retention. Unless and until you notify us to the contrary, we will regard your acceptance of these Terms of Business as including your consent for us to destroy any papers that might belong to you at such time. Our documentation retention practices are subject to the Data Protection Acts, 1988 and 2003 (as amended) and the General Data Protection Regulation (GDPR). 

1. Scheme Information 

1. Scheme Information will remain your property.  You represent that the uses of Scheme Information contemplated in this Contract will not infringe the proprietary rights of any third party and that you have obtained all consents of any such third party, including that of all Members, necessary for such uses of Scheme Information. 

1. You own the Communications and we transfer and assign to you all right, title and interest in or to any Communications, including, without limitation, all copyrights, and other intellectual property rights. 

1. Electronic Mail (“E-Mail”) Communications 

1. General 

During our performance of the Contract, we may wish to send messages and/or documents to each other by e-mail. Like other means of communication, e-mail carries with it the possibility of inadvertent misdirection, or non-delivery of confidential material. Accordingly, unless you notify us otherwise, we shall regard your acceptance of these Terms of Business as including your consent to the use of e-mail and as your agreement to the procedures set out below. 

1. Procedures 

1. Where messages are sent by us by e-mail, we will normally adopt the following procedures and require you to do likewise 

1. If a matter is urgent, the sender will supplement the e-mail with a telephone call to confirm that appropriate action is being taken; 

1. If sending a confidential e-mail message, the sender will indicate clearly if a response is not wanted in electronic form. All risks connected with sending commercially sensitive information relating to your business by e-mail are borne by you and are not our responsibility. If you do not accept this risk, you should notify us in writing that e-mail is not an acceptable means of communication; and 

1. Both parties will carry out procedures to protect the integrity of data; in particular, it is the recipient’s responsibility to carry out a virus check on any attachments before launching any documents, whether received on disk or otherwise. 

1. Writing 

For the purposes of the Contract, the term “writing” shall include communications by e-mail save that we can expressly request you to provide instructions or documentation signed by an authorised representative. 

1. GOVERNING LAW 

1. Applicable Law 

The Contract will be governed by and interpreted in accordance with the laws of Ireland. 

1. Resolving Disputes 

 Should any dispute arise between us, we will attempt to resolve the dispute in good faith by senior level negotiations. Where both of us agree that it may be beneficial, we will seek to resolve the dispute through mediation or arbitration. If the dispute is not resolved through negotiation, mediation or arbitration, each of us agrees that the Irish Courts will have exclusive jurisdiction in connection with the resolution of the dispute. 

1. GENERAL 

1. Sub-contracting 

We reserve the right to employ agents and sub-contractors to assist us when providing any part of the Services.  Any reference to our staff in the Contract includes our agents and sub- contractor staff.  We will be responsible for any Services provided by such agents and sub-contractors with whom we contract for the provision of the Services. 

1. Assignment 

You may not transfer, charge or otherwise seek to deal with any of your rights or obligations under this agreement or the Contract without our prior written consent. 

1. Waiver 

Subject to Clause 8.5, no delay by either one of us in enforcing any of the terms or conditions of the Contract will affect or restrict our own rights and powers arising under the Contract. No waiver of any term or condition of the Contract will be effective unless made in writing. 

1. Staff 

Neither of us will, during the period of the Contract or within 6 months of its termination or expiry, solicit directly or indirectly any employees of the other who have been involved in providing the Services other than on a purely administrative or secretarial basis. This will not restrict either of us from employing staff who apply for a position unsolicited in response to a general advertising or other general recruitment campaign. 

1. Entire Agreement 

The Contract, including any attachments or referenced documents, form the entire agreement between us relating to the Services. It replaces and supersedes any previous proposals, correspondence, understandings or other communications whether written or oral (except that we do not exclude liability for any fraudulent pre-contractual misrepresentations made by us in writing on which you can be shown to have relied). The headings and titles in the Contract are included to make it easier to read but do not form part of the Contract. 

1. Notices 

Notices must be served either personally, sent by prepaid registered post or faxed to the address of the other party given in this Contract or to any other address as the parties may have notified during the period of the Contract. Any notice sent by post will be deemed to have been delivered 48 hours after sending. Any notice sent by fax or served personally will be deemed to have been delivered on the first working day following its dispatch. 

1. Survival 

The provisions of the Contract which expressly or by implication are intended to survive its termination or expiry will survive and continue to bind both of us. 

1. Amendment of Terms of Business 

Should we change any provision of our Terms of Business, we shall consider whether the change materially affects you and if it does, we will notify you of such change. Unio reserves the right to charge a reasonable fee for any changes requested by a Client to the Terms of Business. 

1. Defined Terms 

All terms referred to or defined in the Letter of Engagement shall have the same meaning in these Terms of Business and vice versa. 

1. Letter of Engagement to Take Precedence 

In the event of any conflict between any documents that forms part of the Contract, the Letter of Engagement will take precedence. 

1. Severance 

If any provision or term of the Contract or any part thereof shall become or be declared illegal, invalid or unenforceable for any reason whatsoever including but without limitation by reason of any provision of any legislation or other provisions having the force of law or by reason of any decision of any court or other body or authority having jurisdiction over the parties or any part of the Contract, such terms or provisions shall be divisible from this Contract and shall be deemed to be deleted in the jurisdiction in question provided always that the enforceability of the remainder of the Contract will not be affected. If any such deletion substantially affects or alters the commercial basis of the Contract, the parties shall negotiate in good faith to amend and modify the provisions and terms of the Contract as may be necessary or desirable in the circumstances 

1. Complaints Procedure 

We aim to offer an efficient and effective service to all our clients. In the event that a client wishes to make a complaint against Unio, they should initially write to our contact person named in the Letter of Engagement.  We will acknowledge the complaint within 5 working days of receiving it and will provide regular updates on the progress of our investigations.  We aim to   resolve complaints as quickly as possible.  If  the  client  is  not  satisfied with the outcome of our review of the complaint, the client is entitled to refer the matter, to the Financial Services Ombudsman’s Bureau, 3rd Floor, Lincoln House, Lincoln Place, Dublin 2, (Lo call 1890 88 20 90) or to the Pensions  Ombudsman, 36  Upper  Mount  Street  Dublin  2  (01-  6471650), as appropriate. 

1. Anti-Money Laundering 

All necessary anti-money laundering verification checks are undertaken in accordance with the Criminal Justice (Money Laundering and Terrorist Financing) Act 2010, as amended the Criminal Justice Act 2013 and by the Criminal Justice (Money Laundering and Terrorist Financing) (Amendment) Act 2018 and subsequent relevant Anti-Money Laundering Directives as transposed in Ireland. If such checks are delayed, either by a failure of the client to supply documentation or for any other reason, we shall not be responsible for any loss incurred due to the delay in investing the client’s monies.