MASSOW

Terms and Conditions of Business

Massow's Ltd.

Postal Address: 2^nd Floor, Karen House, 1-11 Baches Street, London, N1 6DL

Registered Office: 52 Hoxton Square, London, N1 6PB

Telephone: 0871 789 2000 Registered in England & Wales, Registered Number: 07398894.

Massow's Limited is authorised and regulated by the Financial Services Authority (534716).

The provisions of these Terms and Conditions of Business come into force with immediate effect and will last until these provisions are superseded by appropriately amended Terms and Conditions of Business issued by Massow's Ltd. ("the Company").

These Terms and Conditions of Business are in three parts, the first relating to the Company's main service, the second to the financial services available to you if and when you request financial advice and the third covering general terms.

1. THE SERVICE:

The Company's primary objective is to locate the commissions being paid to Independent Financial Advisers (IFA's) on any policies that you hold and pay a percentage of this money back to you.

By agreeing to use this service, you understand that:

1.1. The Company will not be handling your money.

1.2. The Company's fee, a charge of 20% (twenty percent) of the total value of commission on your policies which attract commission rebate / trail commission / give up ("the Fee"), will be paid by the policy provider directly out of the commission(s) that the Company locates.

1.3. A minority of IFA's do not charge commissions and consequently we may not be able to locate any. If no commissions are found on your policies the Company will provide the services in this section of the Terms and Conditions of Business, to handle your account, free of charge.

1.4. It is your responsibility to inform the Company of all the policies which you hold so that we may contact them on your behalf to provide the service.

1.5. The Company can in no way be held liable for the suitability of any product, service or advice that you have previously received from other sources including other IFA's.

1.6. The Company will remit payment to you from commission rebate / trail commission / give up, less retained fees and bank charges for the transfer:

1.6.1. after the second payment is made to us by the policy provider(s) and

1.6.2. within thirty working days of receipt of this second payment from the provider(s) and

1.6.3. per the minimum payment terms of the individual provider(s) and

1.6.4. following the calendar month in which any clawback period set by the provider ends.

1.7. In all cases, no payment will be made if the amount owing is less than £25.00 or a clawback is still in force for the commission.

1.8. The customer accepts that for products where there is a clawback period, during which the product is cancelled, some of the initial commission paid upfront must be returned to the provider. The company does not accept any liability for these clawbacks and, undertakes to accept appointment as an agent only after the clawback period has ended.

1.9. Any amount less than £25.00 will remain the property of the Company until such further amounts are added to make the amount more than £25.00.

1.10. No interest is payable to the customer on commission rebate / trail commission / give up.

1.11. In respect of products held jointly, the Company may pay the rebate to the first named individual, or split the rebate equally between joint holders. This will be based on how the Company receives the payment from the product provider.

1.12. In no circumstances would the Company be liable to pay a rebate in excess of the commission received. In all cases, where applicable, the customer will be liable to pay acquisition costs and any taxes.

1.13. Should a transaction not proceed, or if you cease to pay the premiums on investment, mortgage or insurance contract that the Company has arranged for you, and as a result the Company is required to refund the commission to the product provider, the company reserves the right to reclaim from you the amount refunded to the provider less any commission originally retained by the Company.

1.14. The Company reserves the right to change the fee structure at any time, and if the Fee increases or decreases then the Company will give you 14 days' written notice (fourteen).

1.15. The Company only retains or charges the Fee if it is successful in locating commission rebate / trail commission / give up.

1.16. In some instances the commission rebate / trail commission / give up can be made directly to the customer's product itself, such as the commission itself will not be paid directly to the customer but would instead increase the amount invested, reduce the deductions made by the provider or reduce the premiums the customer is required to make. In such cases the Company reserves the right to directly invoice, for immediate payment, the customer for the Fee in relation to the provision of these services to the customer.

1.17. There may be instances where the Company will act as a servicing agent for your policy and we reserve the right to charge for this service.

1.18. Interest would become due on any unpaid invoice to a customer, based on 5% above the current Bank of England interest rates.

1.19. The Company will not consider you a customer who requires financial advice and will not offer any form of financial advice unless you request such advice by informing us directly (see Section 2 below).

1.20. The Company will not be seeking to sell you new policies.

1.21. The calculator tool on the Company's website is for illustration purposes only and while it gives you some idea of the possible rebates available to you, it does not reflect the actual sums that will be rebated to you.

1.22. You may choose to donate some or your entire commission rebate to our chosen charity, the BAAF, with whom we have a working relationship that allows us to send your donation on your behalf, and in your name.

1.23. You can choose to donate either an exact amount or a percentage amount (in pounds sterling) at the point of moving money from us to you.

1.24. To allow you flexibility to decide if you want to donate to BAAF, this option is available every time you move money, giving you the choice of how you wish to proceed.

1.25. If you wish to donate to any other charity other than BAAF you would need to do this after the completion of the transaction between us and you.

1.26. In any circumstances where there is an issue of mis-selling regarding your original policy, provider, or IFA, the Company will deal with this matter on your behalf, for which we reserve the right to charge you a fee.

1.27. At no point with the Company accept liability for any issue of mis-selling with regard to your original policy, provider, or IFA.

2. FINANCIAL SERVICES:

The Company will not consider you a customer requesting financial advice unless and until you inform us of your intention to receive such advice.

If we do not have an IFA available in your area, we can refer your case to an outside IFA who meets our criteria; we will endeavour to do this for you as soon as possible however there may be circumstances where we may choose not to refer you to another IFA and cannot be held liable or responsible for that decision.

By requesting financial advice from the Company, you understand that:

2.1. It is a requirement of the Financial Services Authority (FSA) that all customers being advised on designated investment business are categorised into one of three categories.

2.2. The Company can refuse to provide advice, and accept no liability or responsibility if we choose to do so.

2.3. Unless otherwise agreed in writing from the Company, you will be categorised as a "Retail Customer" giving you the highest level of protection, however you have the right to request a different categorisation if you wish.

2.4. The Company is authorised and regulated by the Financial Services Authority to arrange investment products, non-investment insurance, mortgages and other financial service products for all customer types.

2.5. The Company does not produce the products or manage the investments that underlie the products.

2.6. The Company is bound by the Financial Services Authority's rules; however certain types of transactions (certain types of mortgage including many buy-to-let mortgages) are not regulated by the Financial Services Authority.

2.7. The Company conducts business that is classed as both regulated and non-regulated business.

2.8. Should the Company arrange investments, insurance or a mortgage on your behalf, we will provide a report covering the suitability of the advice we are providing. This will include information that is relevant to your particular circumstances, such as: investment objectives and risk factors: whether or not you have placed any restrictions on the type of investment in which you wish to invest: and any additional detail that may have been agreed about our service or relationship in the future.

2.9. In order to advise you properly, the Company must obtain certain information from you about your financial and personal circumstances and your objectives, to assess your suitability for particular products and services. If there is information that you do not tell us we cannot take such information into account when providing advice.

2.10. The Company will normally ask its customers to provide instructions in writing, to avoid any possible dispute. However, we will accept oral instructions providing that they are confirmed in writing within 24 hours of issue (twenty four). We will always confirm your instructions, however given, in writing and accepting these Terms and Conditions of Business you acknowledge that this will act as confirmation that you have given such instructions. When we have arranged any investments, or other contracts, for which you have given us instructions, we will not give you further advice unless otherwise agreed, but will be glad to advise you at any time you wish us to do so.

2.11. The Company is independent of any provider or insurer and will act on your behalf in advising you on life assurance, disability insurance, pensions, unit trusts, mortgages and other investments. As the Company is independent, your Adviser can advise you on products from the whole of the market and will only offer advice on a product or investment on the basis of a fair analysis of the market.

2.12. Some organisations may refuse to deal with our type of Company. Under these circumstances we regret that we may not be able to process your requests, for which the Company accepts no responsibility or liability.

2.13. The Company offers independent financial advice but occasions could arise where we, or one of our other customers, will have some form of interest in business which we are transacting for you, or some other conflict of interest. If this happens, or we become aware that our interests, or those of one of our customers, conflicts with your interests, we will inform you in writing and obtain your consent before we carry out your instructions.

2.14. All of your investments (other than SIPP nominee accounts) will be registered in your name unless otherwise agreed in writing. We will forward to you all documents showing ownership of your investments or other contracts as practicable after we receive them. Where a number of documents relating to a series of transactions are involved we will normally hold each document until the series is complete and then forward them all to you at the same time.

2.15. Investments and any generated income from these investments can fall as well as rise; you may not get back the full amount invested.

2.16. Special risks may be involved depending on the product selected, relating to the features or the operations to be executed, or where price depends on fluctuations in the financial markets outside the Company's control.

2.17. You should be aware that past performance is not a reliable indicator of future results.

2.18. Tax and taxation liability depends on individual circumstances and may change in the future.

2.19. The Company accepts no liability to customers who purchase ISA's which do not comply with ISA rules.

3. GENERAL

3.1. All correspondence between you and the Company will normally be in English.

3.2. The Company reserves the right to refuse to conduct business with any particular customer at the sole discretion of the company and we are not required to supply any information or documentation as to the reason.

3.3. A copy of a summary of the Company's "Complaints Procedure" is available on request at any time. Should you ever have a concern or a reason to complain about the advice we have given, or the service provided, please write to the Compliance Officer immediately at Massow's Ltd. 2^nd Floor, Karen House, 1-11 Baches Street, London, N1 6DL.

3.4. Should the matter not be resolved to your satisfaction, you may contact the Financial Ombudsman Service, South Quay Plaza, 183 Marsh Wall, London E14 9SR (telephone 0300 123 9 123, or 0800 0234 567, or 020 7964 1000) website: http://www.financial-ombudsman.org.uk

3.5. The Consumer Financial Education Body provides advice to consumers who wish to make a complaint and they may be contacted via their website: http://www.moneymadeclear.org.uk/

3.6. Please note that in using our type of service, you are responsible for determining the overall suitability and ongoing suitability of the service we offer. This means that you may not have grounds for complaint on the basis of an unsuitable product or service offered or provided.

3.7. The Company keeps records of all our business transactions for at least six years, and in some cases indefinitely. You (or your agent) may inspect copies of any papers or computer records which relate solely to your investments. As we treat all of our customers' records as confidential, we reserve the right not to give you copies of your records if to do otherwise would be to allow access to files containing records about other customers.

3.8. We will also need to maintain other records:

3.8.1. You agree that the information we hold about you can be held on computer and/or paper files.

3.8.2. You agree that any information that we hold may be disclosed to :

3.8.2.1. Third parties (e.g. Credit Agencies, product providers or other organisations):

3.8.2.2. The Regulators (mainly The Financial Services Authority who have a legal authority to check all of our records):

3.8.2.3. Our compliance consultants, who help us to ensure that, in your interests, we abide by the Financial Services and Markets Act 2000 and other regulations, but must not be disclosed to any other parties (even if related) without your express permission in writing.

3.9. You agree that we may use the information that we hold about you for us or our partners to contact you from time to time, by post, e-mail, telephone or other agreed method, to bring to your attention products, services, or information about your existing contracts, which may be of benefit to you.

3.10. You understand that we have a legal obligation to ensure that the information within our records is kept up to date, but can only do so if provided with up to date information by you.

3.11. All paperwork may be sent by post to you at your last known address and shall be sent at your risk; we do not under normal circumstances use a recorded delivery service and are not responsible for loss or delay within the postal system.

3.12. Our principal method of communication with you will be via e-mail, where appropriate, and when you provide us with an e-mail address, or where we receive that information from our website. The Company also communicates via post, telephone and facsimile where relevant and necessary.

3.13. When first using our services you will be required to complete and post to us a Customer Declaration and identification documents. Until this is done, the Company will not forward any commission rebates to the customer, and the Company reserves the right to resign as the agent for those products.

3.14. The Company must verify your name and address. To comply with anti-money laundering regulations the Company may subsequently£ need to request further information and documentation from you.

3.15. Until we receive all required identification we will not process a transaction.

3.16. Information regarding our identification requirements can be found on our website at http://www.paymemy.com/mission/Identification. Should you require a copy of this document sending to you by post please ask.

3.17. You understand that you may withdraw the consent given by you to the above numbered 3.8.2.1. and 3.8.2.3. but not 3.8.2.2. by informing us in writing.

3.18. You have the right to cease using our services with 28 days written notice (twenty eight) to the Company of your intention to do so.

3.19. The Company has a right to terminate business with the customer; termination will take effect on the date which the notice is issued.

3.20. Any termination will be without prejudice to the completion of any transactions already in process.

3.21. There may be a delay in processing any application due to anti-money laundering and identity checking procedures or slow responses from policy providers. We are not liable for any such delay should it occur.

3.22. The Company may share your information with third parties to protect the Company and our customers against theft, money-laundering and fraud.

3.23. The Company will disclose any information that the customer provides to third parties for the purposes of processing your requests and applications.

3.24. Monies rebated to you (if any) are paid gross. The Company is not liable for any tax charges which may arise (e.g. income tax) as a result of the rebates paid to you by the Company. You are advised that you should take the advice of a suitably qualified accountant.

3.25. The Company guarantees to offer a service comparable to any existing or future competitor and will facilitate the transfer of the service to the new provider on your behalf if for any reason it becomes unable to meet this guarantee.

3.26. The Data Protection Act 1998 gives you the right to see and receive a copy of the information that we hold about you (on receipt of a cleared payment of £9.99) and for you to ask us to amend any inaccurate details. For the purposes of the Data Protection Act 1998, the Data Controller in relation to any personal data you give to us is Massow's Ltd. If you have any questions regarding your rights under the Data Protection Act please write to the Data Controller at Massow's Ltd. 2^nd Floor, Karen House, 1-11 Baches Street, London, N1 6DL.

3.27. These Terms and Conditions of Business take the laws of England and Wales as the basis for the establishment of relations with the customer.

3.28. The Terms and Conditions of Business are governed by and interpreted in accordance with the laws of England and Wales and the courts of the above jurisdiction will have non-exclusive jurisdiction in respect of any dispute, which may arise

BY COMPLETING THE "APPLY NOW" PROCESS ON OUR WEBSITE YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTOOD THESE TERMS AND CONDITIONS OF BUSINESS THAT YOU AGREE TO BE BOUND BY THE PROVISIONS AND THAT YOU HEREBY INSTRUCT THE COMPANY TO:

Receive commission(s), which will be paid by the product provider:

Investigate your existing policy/policies and to transfer them to the agency of the Company:

Administer your existing policy/policies on your behalf and where appropriate, provide you with a rebate of your policy's/policies' commission after deduction of the Fee.

Massow's Limited is regulated by the Financial Services Authority registration number 534716