BARCLAYS WEALTH ESTATES & TRUSTS

6. In order to provide the Client with information on the Services,
Barclays Wealth may explain to the Client its understanding
of the generic legal or tax position relating to the Services.
Barclays Wealth does not warrant or assume any duty of
care to investigate into whether or not, or to ensure that, the
information is complete, up-to-date, accurate or necessarily
appropriate to or takes into account fully the circumstances
of the Client or the Arrangement. Barclays Wealth does not
assume any legal responsibility for anyone acting on the
information provided.
7. In accepting these Terms and Conditions, the Client irrevocably
agrees that any discussions that Barclays Wealth may enter
into with the Client or any other Person associated with an
Arrangement, involving legal and/or taxation matters, are for
general information purposes only and cannot in any way be
construed as legal and/or tax advice and cannot be relied upon
as legal and/or tax advice.
8. Any Client or any other Person associated with an Arrangement
has sole responsibility for the management of their legal and
tax affairs including any applicable fi lings and payments and
complying with any applicable laws and regulations.
Barclays Wealth recommends that any Client or Person
associated with an Arrangement obtains their own independent
legal and/or tax advice tailored to their own circumstances.
Payment of liabilities
9. Subject to the terms of the Governing Instrument,
Barclays Wealth may pay from the assets of the Arrangement any
liabilities (including tax liabilities) in respect of the Arrangement
notwithstanding that such liabilities may not be strictly
enforceable against Barclays Wealth. Alternatively,
Barclays Wealth may instruct the Client to procure that the
Arrangement discharges such liabilities. Barclays Wealth shall be
entitled to exoneration and indemnity out of the Arrangement
for any liability, loss, or expense and interest on these, incurred in
making such payments or in giving such instructions to the Client.
Exoneration
10. To the extent permitted by applicable law, where
Barclays Wealth is acting in relation to an Arrangement neither
it nor any member of the Barclays Group nor any Appointee
or Employee shall be liable for any loss or damage directly or
indirectly caused or suffered by any Client or any other Person
including costs and expenses incurred as a result of the actions
of Barclays Wealth or any member of the Barclays Group or any
Appointee or Employee other than loss or damage suffered as a
result of the dishonesty, actual fraud, wilful misconduct or gross
negligence or, only in the case of claims for breach of contract,
the negligence of Barclays Wealth, any member of the
Barclays Group or any Appointee or Employee.
Indemnities
11. (a) Barclays Wealth and all members of the Barclays Group, any
Appointees and Employees (‘the Indemnifi ed Persons’) shall
be indemnifi ed out of the assets which are subject to the
Arrangement for any fees payable for the Services and for
any liability, loss or expense incurred in the provision of the
Services and for any judgment recovered against and paid
by any Indemnifi ed Person other than liability, loss, expense
or judgment arising out of the dishonesty, actual fraud,
wilful misconduct or gross negligence or, only in the case of
Services which are contractual in nature, the negligence of
any such Indemnifi ed Person (‘the Liabilities’).
(b) The Client acknowledges and agrees that in connection with
the indemnifi cation obligations entered into by the Client under
these Terms and Conditions Barclays Wealth is acting for itself
and for each of the other Indemnifi ed Persons as trustee and
owner of the claim on their behalf. The Client further agrees
with Barclays Wealth to indemnify the Indemnifi ed Persons and
each of them in respect of the Liabilities.
Force majeure
12. None of Barclays Wealth, any member of the Barclays Group,
any Appointee or Employee shall be held liable for any failure
or delay in the performance of Barclays Wealth’s obligations
in respect of the Services arising out of or in connection with
circumstances beyond its reasonable control (including, without
limitation, acts of God, civil or military disturbances, outbreaks
of war, acts of terrorism, natural disaster, acts of government
or any other authority, accidents, labour disputes or any power,
telecommunications or computer failure).
Right of retention
13. Upon or in contemplation of the termination of the Services,
Barclays Wealth together with the Barclays Group, and any
Appointees and Employees, shall be entitled to pay out of the
assets subject to the Arrangement and/or to make retentions
for such fees and expenses including, without prejudice to the
generality of the foregoing, any amounts as it or they may think
appropriate in respect of any actual or contingent liability and
may take such action as it or they deem necessary to limit such
liability. Where any retention is made that exceeds the liabilities
in respect of which the retention was made, such surplus, once
ascertained, shall be repaid without undue delay to the Client or
the Arrangement, as appropriate.
Rights to survive termination
14. Clauses 5 to 13 of these Terms and Conditions inclusive shall
not be affected by the termination of the Services.
Fees and expenses
15. Barclays Wealth shall be entitled to fees for the Services in
accordance with its last published Schedule of Fees that
relate to the Services unless the Governing Instrument and/or
relevant Agreement expressly states otherwise.
16. Barclays Wealth may decide how to allocate its fees and
expenses as between income and capital, or as between
different interests in income and capital or as between
different parts of an Arrangement or different interests in
the Arrangement.
17. Subject to applicable law, the fees and expenses of Barclays
Wealth in relation to the Services shall be a fi rst charge on all
the assets of the Arrangement.
Administration and management
18. This clause 18 of these Terms and Conditions is subject to
clause 69 of these Terms and Conditions. Barclays Wealth and
the Barclays Group may act in any circumstances where either
of them may have a confl ict of interest without being liable to
account for any profi t made, including, without prejudice to the
generality of the foregoing, the following, it may:
(a) act as banker, stockbroker, investment advisor or
investment manager and transact any banking, investment
or allied business in respect of any Arrangement in
accordance with these Terms and Conditions and shall
be entitled to fees and expenses in accordance with its
appropriate published Schedule of Fees from time to time
in effect;
(b) retain a share of brokerage and any insurance or other
commissions including trail (which are payments that are
repeated from time to time and the continuance of which
might depend on the retention of investments or services)
and similar commissions;
(c) employ and agree terms with any Person (including another
Barclays Wealth Company or any Associated Person of any
Barclays Wealth Company) to act as banker, stockbroker,
investment advisor or investment manager or to transact
any business or to provide any services or for any other
purpose whether or not of a banking or investment nature;
(d) appoint any Person (including another Barclays Wealth
Company or any Associated Person of any Barclays Wealth
Company) as a director or offi cer of a Company, shares or
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