Willow Online Wills Ltd

Professional Executor — Terms and Conditions of Appointment

Effective date: 25 August 2026

These Terms and Conditions of Appointment (“Terms”) set out the basis upon which Willow Online Wills Ltd (“Willow”, “Willow Wills”, “we”, “us” or “our”) will act as a professional executor of an estate where Willow has been appointed as executor in the Will of the deceased (“the Will”).

These Terms are intended to apply where Willow accepts an appointment as executor following the death of the testator.

1. About Willow Online Wills Ltd

1.1 Willow Online Wills Ltd is a limited company incorporated in England and Wales of which “Willow” and “Willow Wills” are trading names.

1.2 Where Willow is appointed as executor, Willow will act in its capacity as personal representative of the deceased and will administer the estate in accordance with the Will, applicable law and its duties as executor.

1.3 Willow will only accept and act upon an appointment where it is legally entitled to do so and where it considers that it is appropriate for it to act.

1.4 Nothing in these Terms requires Willow to accept an appointment merely because it has been named as executor in a Will.

2. Acceptance of the appointment

2.1 Following notification of the death of the testator, Willow will review the circumstances of the estate and determine whether it is willing and able to accept the appointment.

2.2 Willow may decline, renounce or otherwise seek to cease acting as executor where:

1. it is not legally entitled or able to act;
2. it considers that the estate is unsuitable for Willow's professional executorship service;
3. there is, or may be, a conflict of interest which cannot appropriately be managed;
4. the estate is subject to significant or unusual complexity, litigation or regulatory requirements;
5. Willow considers that acting would not be in the best interests of the estate;
6. information necessary to administer the estate cannot reasonably be obtained;
7. the estate is insolvent or appears likely to be insolvent;
8. Willow is unable to comply with applicable legal, regulatory, anti-money laundering or other requirements; or
9. any other circumstances arise which make it unreasonable or inappropriate for Willow to act.

2.3 Where Willow decides not to accept or continue with an appointment, it may take such steps as are legally available to renounce the appointment, have power reserved, or otherwise arrange for an appropriate person to administer the estate.

2.4 Where Willow has not accepted the appointment and has carried out preliminary work solely to determine whether it can or should act, Willow may charge for that work where permitted by law and where the basis of the charge has been agreed or otherwise disclosed.

3. Willow's role as executor

3.1 Where Willow accepts the appointment, Willow will assume the responsibilities of an executor and personal representative.

3.2 Willow's responsibilities may include, as appropriate:

1. identifying and securing the deceased's assets;
2. identifying liabilities and creditors;
3. identifying beneficiaries;
4. establishing the value of the estate;
5. arranging the payment of debts, expenses and taxes;
6. arranging for the preparation and submission of inheritance tax information;
7. arranging for an application for the appropriate grant of representation;
8. collecting and realising estate assets;
9. dealing with banks, building societies, investment providers, insurers, pension providers and other institutions;
10. dealing with property forming part of the estate;
11. arranging valuations where appropriate;
12. arranging the payment of legacies;
13. distributing the residue of the estate;
14. preparing appropriate estate accounts and records;
15. communicating with beneficiaries and other interested parties; and
16. undertaking such other steps as are reasonably required to administer the estate.

3.3 Willow will administer the estate in accordance with the Will and applicable law.

3.4 Willow will exercise the care, skill and diligence reasonably expected of a professional executor.

4. Appointment of professional advisers

4.1 Willow may appoint solicitors, accountants, tax advisers, valuers, estate agents, financial advisers, investment managers, surveyors, property managers, tracing agents, foreign lawyers and other professional advisers or agents where Willow considers this reasonably necessary or desirable for the proper administration of the estate.

4.2 In particular, Willow may appoint an appropriately authorised solicitor or other authorised person to undertake work which constitutes a reserved legal activity or which Willow considers should appropriately be undertaken by a regulated legal professional.

4.3 The appointment of an external professional does not transfer Willow's responsibilities as executor. Willow will remain responsible for exercising appropriate oversight and making decisions which properly fall to the personal representative.

4.4 Where Willow appoints an external professional, Willow will seek to select an appropriately qualified and experienced provider having regard to the circumstances of the estate.

4.5 Willow may provide relevant information and authority to such advisers as is reasonably necessary for them to carry out their role.

5. Professional executor's fee

5.1 Subject to these Terms, Willow's standard fee for acting as professional executor is 1.5% of the gross value of the estate (“the Executor's Fee”).

5.2 The gross value of the estate will ordinarily be determined by reference to the gross estate for inheritance tax and probate purposes, before deduction of debts, liabilities, administration expenses or taxes.

5.3 The Executor's Fee is payable from the estate and is an expense of administering the estate to the extent permitted by law.

5.4 The Executor's Fee is intended to cover Willow's ordinary work as professional executor throughout the administration of the estate.

5.5 The Executor's Fee is also intended to cover the ordinary professional costs of external advisers appointed by Willow in connection with the administration of the estate, including solicitors and accountants.

5.6 Accordingly, subject to these Terms, Willow will not ordinarily charge the estate separately for the professional fees of external advisers appointed by Willow in connection with the ordinary administration of the estate.

5.7 The Executor's Fee is separate from third-party disbursements and expenses which are payable to third parties and are not professional fees for administering the estate. These may include, for example:

1. Probate Registry fees;
2. Land Registry fees;
3. valuation fees;
4. property clearance and storage costs;
5. property insurance;
6. estate agent fees;
7. advertising costs;
8. search fees;
9. foreign legal or governmental charges;
10. bank charges;
11. postage and courier charges; and
12. other reasonable expenses incurred for the benefit of the estate.

Such costs will ordinarily be paid from estate funds.

6. Exceptional circumstances and additional fees

6.1 The 1.5% Executor's Fee is intended to provide a straightforward and transparent charging structure and to cover the ordinary administration of the estate.

6.2 However, an estate may involve circumstances which are substantially outside the scope of ordinary estate administration.

6.3 Examples may include:

1. substantial or prolonged litigation;
2. contentious disputes between beneficiaries;
3. complex commercial or business interests;
4. significant overseas assets or jurisdictions;
5. unusually complex tax matters;
6. complex trust arrangements;
7. substantial agricultural or land interests;
8. prolonged investigations into ownership or entitlement;
9. serious allegations of wrongdoing or fraud;
10. substantial creditor disputes;
11. an estate which remains open for an unusually long period because of circumstances outside Willow's reasonable control; or
12. other work which is materially beyond the ordinary administration contemplated by these Terms.

6.4 Where exceptional circumstances arise, Willow may propose an additional reasonable fee for the exceptional work involved.

6.5 Willow will, wherever reasonably practicable, notify the relevant beneficiaries or other appropriate interested persons before undertaking substantial additional work and explain the basis upon which any additional fee is proposed.

6.6 Willow will not use this clause merely to increase its remuneration for ordinary estate administration which is properly covered by the 1.5% Executor's Fee.

6.7 Where Willow considers before accepting an appointment that the estate is likely to involve exceptional circumstances, Willow may instead decline to act.

7. Valuation of the estate

7.1 Willow will take reasonable steps to establish the gross value of the estate.

7.2 Where an asset requires a valuation, Willow may obtain an independent professional valuation.

7.3 Where appropriate, the value used for calculating the Executor's Fee may be the value accepted or determined for inheritance tax or probate purposes.

7.4 If the value of an asset is subsequently adjusted for tax, probate or other legitimate purposes, Willow may reasonably adjust the Executor's Fee to reflect the final value.

7.5 Where an asset cannot reasonably be valued at the outset, Willow may calculate the relevant part of the Executor's Fee when the value becomes ascertainable.

8. Payment of Willow's fees

8.1 Willow's fees will normally be paid from estate funds.

8.2 Willow may deduct or retain its properly due fees from funds held as part of the estate, provided that it is legally entitled to do so.

8.3 Willow may take interim payments on account of the Executor's Fee where sufficient estate funds are available and where doing so is reasonable in the circumstances.

8.4 Willow may delay final distribution of the estate until it has made reasonable provision for:

1. its fees;
2. any agreed additional fees;
3. outstanding estate expenses;
4. taxes;
5. liabilities and creditors; and
6. any other sums which reasonably need to be retained to complete the administration.

8.5 Where the estate contains insufficient cash to meet properly due fees and expenses, Willow may, where legally permitted and reasonably necessary, realise or sell estate assets in order to meet them.

8.6 Willow will have regard to the interests of the estate and beneficiaries when deciding whether assets need to be realised for this purpose.

8.7 Beneficiaries will not be personally liable for Willow's fees merely because the estate does not contain sufficient cash to meet them.

9. VAT

9.1 Where VAT is properly chargeable on Willow's fees, VAT will be charged at the rate applicable at the relevant time.

9.2 Unless expressly stated otherwise, references to percentages and fees in these Terms are exclusive of VAT where VAT is legally chargeable.

10. Estate assets and property

10.1 Willow may take such reasonable steps as are necessary to secure, preserve, insure, manage and realise estate assets.

10.2 This may include:

1. arranging insurance;
2. changing locks or securing property;
3. arranging property inspections;
4. instructing estate agents;
5. arranging repairs;
6. arranging clearance and storage;
7. arranging valuations; and
8. selling or otherwise disposing of assets where appropriate.

10.3 Willow will not sell an asset merely for convenience where there is no proper reason to do so.

10.4 Where the Will gives a specific asset to a beneficiary, Willow will consider the terms of the Will and applicable law before dealing with that asset.

11. Debts, liabilities and creditors

11.1 Willow will take reasonable steps to identify the deceased's liabilities and creditors.

11.2 Willow may pay valid estate liabilities from estate funds.

11.3 Where appropriate, Willow may advertise for creditors or take other steps to protect the estate against unknown claims.

11.4 Willow may postpone distribution where it considers that doing so is reasonably necessary to protect the estate from potential liabilities or claims.

12. Tax

12.1 Willow will take reasonable steps to identify the tax obligations arising in connection with the estate.

12.2 Willow may instruct appropriately qualified tax advisers or accountants where appropriate.

12.3 Willow does not guarantee any particular tax treatment or outcome.

12.4 Beneficiaries may be required to provide Willow and its advisers with information relevant to tax matters.

13. Beneficiaries

13.1 Willow will identify and communicate with beneficiaries as reasonably necessary.

13.2 Willow will seek to administer the estate fairly and in accordance with the Will and applicable law.

13.3 Willow may require satisfactory identification and evidence of entitlement before making distributions.

13.4 Willow may postpone a distribution where it considers that there is a legitimate reason to do so, including where:

1. the beneficiary's identity has not been satisfactorily established;
2. the beneficiary's entitlement is uncertain;
3. there is a potential claim against the estate;
4. tax or liabilities remain outstanding;
5. further information is required; or
6. distribution would expose the estate or Willow to unreasonable risk.

14. Anti-money laundering, identity and other checks

14.1 Willow and/or its professional advisers may be required to carry out identity, anti-money laundering, sanctions, fraud prevention, source-of-funds or other checks.

14.2 Willow may request documents and information from beneficiaries and other persons involved in the administration of the estate.

14.3 Willow may delay payments or distributions until required checks have been satisfactorily completed.

14.4 Willow may refuse to make a payment where doing so would breach applicable law or regulatory requirements.

15. Conflicts of interest

15.1 Willow will consider actual and potential conflicts of interest arising during the administration.

15.2 Where a conflict or significant risk of conflict arises, Willow will take such steps as are reasonably necessary to comply with its legal and professional obligations.

15.3 This may include instructing an independent professional adviser, obtaining independent advice, seeking directions from the court, or declining or ceasing to act where appropriate.

15.4 Willow will not knowingly prefer the interests of one beneficiary over another contrary to the Will or applicable law.

16. Estate accounts and records

16.1 Willow will maintain appropriate records of the administration of the estate.

16.2 Willow will prepare estate accounts or other appropriate financial records before final distribution, where appropriate.

16.3 Beneficiaries with a proper entitlement to information may request reasonable information concerning the administration of the estate.

16.4 Willow may withhold information where there is a lawful reason to do so, including where disclosure would breach confidentiality, privilege, data protection requirements or the interests of the estate.

17. Communication

17.1 Willow will communicate with beneficiaries and other appropriate persons as reasonably necessary.

17.2 Willow will endeavour to keep relevant beneficiaries informed of material developments.

17.3 Willow is not responsible for delays caused by third parties, including financial institutions, government departments, foreign authorities, professional advisers, estate agents or other organisations, provided Willow has taken reasonable steps to progress the matter.

18. Timescales

18.1 Estate administration timescales vary considerably.

18.2 Willow does not guarantee that an estate will be completed within a particular period unless a specific written commitment has been given.

18.3 Delays may arise from matters including:

1. Probate Registry processing;
2. HMRC enquiries;
3. property sales;
4. asset providers;
5. missing information;
6. disputes;
7. overseas assets;
8. tax matters;
9. creditor claims; and
10. other circumstances outside Willow's reasonable control.

19. Claims against the estate and disputes

19.1 Where a claim is made against the estate, or Willow reasonably believes that a claim may be made, Willow may take such steps as it considers appropriate to protect the estate.

19.2 Willow may instruct solicitors or other appropriately qualified professionals to advise on or deal with such matters.

19.3 Willow may delay distribution until the position has been adequately addressed.

19.4 Where a dispute becomes sufficiently complex or contentious, Willow may decline to act further if it is unable to continue acting appropriately.

20. Powers of the executor

20.1 Subject to the Will and applicable law, Willow may exercise the powers available to a personal representative for the proper administration of the estate.

20.2 Willow may enter into contracts, open and operate estate bank accounts, collect and receive money, sell or transfer assets, pay liabilities and otherwise deal with estate property as reasonably required.

20.3 Willow may delegate administrative functions to appropriately qualified employees, contractors or professional advisers where legally permitted.

21. Confidentiality and data protection

21.1 Willow will handle personal information in accordance with applicable data protection legislation and Willow's Privacy Policy.

21.2 Information concerning the deceased, the estate and beneficiaries may be shared with professional advisers, financial institutions, government bodies and other organisations where reasonably necessary to administer the estate or where required by law.

21.3 Willow may retain estate records for such period as it considers reasonably necessary or as required by law, regulation or professional requirements.

22. Liability

22.1 Willow will exercise reasonable care and skill in carrying out its responsibilities as executor.

22.2 Willow will not be liable for losses arising solely from:

1. acts or omissions of third parties which Willow could not reasonably prevent;
2. inaccurate or incomplete information supplied to Willow;
3. delays caused by third parties;
4. changes in law or regulation;
5. matters outside Willow's reasonable control; or
6. decisions properly made by Willow in good faith in the exercise of its duties and powers.

22.3 Nothing in these Terms excludes or limits liability which cannot lawfully be excluded or limited.

22.4 Nothing in these Terms permits Willow to disregard its legal duties as executor.

22.5 Willow will maintain such insurance as it considers appropriate for the nature of its professional executorship service.

23. Indemnity from the estate

23.1 To the extent permitted by law, Willow is entitled to be reimbursed and indemnified from the estate for liabilities, costs and expenses properly incurred by Willow in administering the estate.

23.2 This includes reasonable costs incurred in:

1. obtaining professional advice;
2. protecting estate assets;
3. defending or dealing with claims;
4. complying with legal obligations; and
5. administering the estate in accordance with the Will.

23.3 This clause does not entitle Willow to reimbursement for losses arising from its own fraud, dishonesty or other conduct for which reimbursement is legally unavailable.

24. Renunciation, removal and replacement

24.1 Willow may seek to renounce or otherwise cease acting as executor where permitted by law.

24.2 Willow may also seek directions from the court where circumstances make this appropriate.

24.3 If Willow ceases to act, it will take reasonable steps to ensure that estate records and information are transferred to the person or organisation lawfully entitled to receive them.

24.4 Fees properly incurred or earned before Willow ceases to act will remain payable from the estate to the extent permitted by law.

25. Changes to these Terms

25.1 The Terms applicable to an estate will ordinarily be the Terms in force when Willow accepts the appointment.

25.2 Willow may update its general terms for future appointments.

25.3 A change to these Terms will not retrospectively alter the basis upon which Willow's remuneration was established for an existing estate unless expressly agreed or permitted by law.

26. Complaints

26.1 If you have a complaint about Willow's administration of an estate, please contact: info@willowwills.com.

26.2 Willow will investigate complaints fairly and within a reasonable period.

26.3 Where Willow has appointed an external regulated professional to carry out work, that professional may have a separate complaints procedure and regulatory arrangements. Willow will provide relevant details where appropriate.

26.4 Nothing in this clause prevents a beneficiary, personal representative, creditor or other interested person from exercising any legal rights available to them.

27. Governing law

27.1 These Terms and the administration of estates by Willow are governed by the law of England and Wales.

27.2 The courts of England and Wales will have jurisdiction in relation to matters arising from these Terms, subject to any mandatory jurisdiction or procedural requirements applicable to estate administration.

Fee example

For illustration only:

If the gross value of an estate is £500,000, Willow's standard executor fee would be:

£500,000 × 1.5% = £7,500

The fee is calculated by reference to the gross estate rather than the amount ultimately distributed to beneficiaries.

The fee is intended to cover Willow's ordinary executor administration and the ordinary professional costs of external advisers appointed by Willow.

Third-party disbursements and expenses, such as Probate Registry fees, property sale costs and valuation fees, are payable separately from the estate where applicable.

Acknowledgement

By appointing Willow Online Wills Ltd as executor in a Will, the testator acknowledges that:

• they have been informed that they may appoint a non-professional executor instead;
• they understand that a professional executor will charge for acting;
• they understand that Willow's standard executor fee is 1.5% of the gross estate;
• they understand that the fee is payable from the estate;
• they understand that exceptional circumstances may result in an additional fee where permitted under these Terms;
• they understand that Willow may decline or cease to act in appropriate circumstances; and
• they have had the opportunity to consider whether appointing Willow as professional executor is appropriate for their circumstances.