These terms and conditions form part of the agreement between you and us. They set out the terms on which we will provide our services to you. By signing up to our website, you agree to be bound by these terms and conditions, so please read them carefully before signing up.
2. About us
2.1 References to "we", "our", "us" or "Finhub" in these terms and conditions are references to Finhub Technologies Limited. We trade under the brand name Exo Investing.
2.2 We are a private limited company registered in England and Wales under company registration number 10094765. Our registered office is at Spaces, Citypoint. 1 Ropemaker Street, London, EC2Y 9HT, England. Our VAT number is 278 3042 92.
2.3 Finhub Technologies Limited is authorised and regulated by the Financial Conduct Authority (the "FCA"). We are listed on the Financial Services Register with firm registration number 748161. We are subject to the rules set out in the FCA's Handbook of Rules and Guidance (the "FCA Rules").
2.4 You can contact the FCA at 25 The North Colonnade, London E14 5HS or by using one of the methods listed on its website: www.fca.org.uk/contact.
3. Our agreement with you
3.1 The agreement between you and us consists of:
3.1.1 these terms and conditions;
3.1.2 the information you provided to us when opening your account (and any subsequent changes to that information);
3.1.3 any document referred to in these terms and conditions;
3.1.5 our Site Terms available at https://exoinvesting.com/site-terms/; and
3.1.6 any additional terms and conditions that may apply to additional services we provide to you from time to time, such as promotions, discounts or referral bonuses, for example. We will notify to you in advance of any additional terms and conditions so you have the opportunity to consider them and decide whether you wish to proceed. If you decide to proceed, the additional terms will form part of your overall agreement with us. If you do not proceed, our agreement with you will continue unchanged.
3.2 We refer to these terms collectively as the "Agreement". If there is anything you are unsure of in the Agreement, or if you require further information, please contact us via email@example.com.
3.3 You must comply with all parts of the Agreement at all times. If we believe you have failed to comply with the Agreement, we may suspend or terminate your account in accordance with paragraph 21.
3.4 If you are reading the Agreement for the first time, we suggest you print or save a copy of each part. You can ask us for a paper copy of your Agreement with us at any time. A copy of your Agreement will be accessible through our website.
3.5 To open an account with us:
3.5.1 if you are an individual, you must be at least 18 years old and a resident of the United Kingdom ("UK"); or
3.5.2 if you are not an individual, any UK partnership or other body incorporated in the UK must be incorporated in accordance with the laws of the UK.
3.6 You confirm that all information supplied in relation to your application and your account is correct and that you have the necessary authority to open an account and enter into this Agreement.
We will start to provide our services to you from the date you open an account with us and complete our sign-up procedures to our satisfaction. This Agreement will be effective from this date. We will notify you when this is the case. We may refuse applications for any reason.
5. Contact and communication
5.1 You can contact us at any time through your account portal on our website or by:
- Email: firstname.lastname@example.org
- Telephone: +44 20 8068 0484
- Post: Spaces, Citypoint. 1 Ropemaker Street, London, EC2Y 9HT, England
5.2 Our [contact us] page will always contain our up to date contact details. We may contact you through our website, by telephone, email or post using the details you notify to us or contained within your account details.
5.3 Our Agreement with you and all communication between us will be in English unless we agree otherwise.
6. Security of your account
6.1 You are responsible for ensuring your access to the internet is secure. You must never disclose your security or other login details used to access your account. You should change your password and other security information to access your account regularly.
6.2 We will rely on any communication we reasonably believe you (or somebody acting on your behalf) have made, whether electronically or otherwise. We will not be responsible for any loss resulting from your failure to safeguard your security details or failing to take appropriate security precautions.
6.3 You must contact us immediately if you suspect any misuse of your account.
6.4 We may block your account or take such other actions we consider appropriate to protect you or us. We will not be responsible for any loss if we take such action, other than losses provided for in paragraph 19 below.
6.5 We cannot guarantee that our website and services will be available at all times. There may be occasions where we need to suspend access to our services for technical reasons, emergencies or regulatory reasons, for example. We will not be responsible if our systems or services are unavailable to you for any reason.
7. Information we hold about you
8. Customer classification
We will treat you as a retail client for the purposes of the FCA Rules when we provide services to you under the Agreement. As a retail client you are entitled to the greatest regulatory protections available under the FCA Rules. Please contact us if you would like more information about these protections.
9. Our services
9.1 Reference in this Agreement to "services" means the services we provide to you under this Agreement, which are:
9.1.1 management of your portfolio on a discretionary basis; and
9.1.2 arranging for the safe custody of your investments with an authorised custodian.
9.2 While we will provide the discretionary management services as stated in paragraph 9.1.1 and further described in paragraph 10 below, we do not provide investment advice and you should not construe anything on our website as investment advice. We also do not offer any tax advice. You are responsible for your own tax affairs when using our services.
9.3 We will only provide our services to you online via our website. Our website contains further information about how we provide our services and the functions our website provides.
10. Managing your portfolio
10.1 Once you have registered with us, you will be able to create your own investment portfolio on our website.
10.2 For each investment portfolio, you will set certain parameters, such as the amount you wish to invest, your time horizon and your risk profile. The details you provide to us through our website will dictate your investment strategy that we will employ when managing your investments. You will be able to change the investment parameters you set, and therefore your investment strategy, at any time through your online account. It is your responsibility to keep your any investment parameters in relation to your investment portfolio up-to-date should your circumstances change, for example.
10.3 Based on the information you provide to us about your investment goals and parameters, we will suggest a model portfolio to you. This model portfolio will contain details of specific investments.
10.4 We will use the information you submit to us via your online account, being your investment preferences and any relevant investment parameters in relation to the duration of your investment, the level of risk you are willing to take and the amount of money you would be willing to invest. We will use this information to manage your portfolio on a discretionary basis in accordance with such information. This means we will have discretion and your authority to make all investment decisions on your behalf in relation to your investment portfolio, but we will only do so in accordance with the information you provide to us through your online account.
10.5 Investments we make on your behalf will be limited to:
10.5.1 exchange-traded funds ("ETFs");
10.5.2 listed funds; and
10.5.3 listed equities.
10.6 ETFs are investments designed to track the performance of a number of underlying investments, such as shares in companies traded on the London Stock Exchange, without you having to invest in each underlying investment separately. You will acquire a "share" of the ETF rather than the underlying investments that are owned by the ETF.
10.7 Listed funds are investment funds that are listed and traded on a regulated market, such as the London Stock Exchange or the Channel Islands Stock Exchange. The listed funds subsequently invest in underlying investments. Like ETFs, you would not have to invest in the underlying investment separately, but you would have a "share" of the listed fund.
10.8 Listed equities are securities or financial instruments that are listed and traded through a regulated market. This includes, for example, shares in a company that is listed on an exchange.
10.9 You can find out more about the investments we may invest in on your behalf on our [website].
10.10 We may enter into transactions relating to investments outside of a Regulated Market or Multilateral Trading Facility (as both terms are defined in the FCA Rules).
10.11 Your portfolio may also consist of small cash balances pending investment. There are no restrictions or limits on the value of proportion of any single investment within your portfolio.
10.12 Any income earned on the investments held in your account which is payable to you will be paid to your account and may be reinvested.
10.13 We will not pay you interest on cash balances in your account.
Before we invest on your behalf, we will assess your knowledge and experience of investing, your financial situation and your investment objectives. We will use this information to determine whether an investment is suitable for you in accordance with the FCA Rules. We may refuse to fulfil an investment goal if we do not consider it to be suitable for you.
12. Best execution
12.1 When we enter into transactions on your behalf, we will take all reasonable steps to obtain the best possible result for you. In order to do this, we may enter into transactions on any markets or exchanges and with any counterparties that we reasonably consider to provide the best possible result for you. We will also act in accordance with the rules of any stock exchanges or other markets we use and may take such steps as required to ensure we comply with such rules.
12.2 You can find out more about the steps we take to obtain the best possible result for you in our best execution policy. Please read our best execution policy carefully. By entering into this Agreement, you are consenting to us executing your orders in accordance with our execution policy and that we may execute your orders outside a regulated market or multilateral trading facility. A regulated (financial) market and a multilateral trading facility are venues where you can buy and sell investments where either the market (in the case of a regulated market) or the operator (in the case of a multilateral trading facility) and their various participants are subject to strict regulatory oversight designed to protect consumers, amongst other things.
13. Combining customer orders
We may combine your transactions with transactions for other clients without your prior consent. While we do not expect such aggregation to result in any disadvantage to you or unduly favour one client over another, particular transactions may result in circumstances arising where a client is disadvantaged or is unduly favoured over another client.
14. Conflicts of interest
14.1 We may carry out transactions for you where we, or another client of ours, have a duty that may conflict with our duty to you. We may also receive reasonable gifts and benefits from product providers but will only do so in accordance with our regulatory obligations. We closely manage these to ensure clients' interests are not affected.
14.2 We manage any conflict of interest or potential conflict of interest in accordance with our Conflicts of interest policy to ensure it does not materially affect the transactions we carry out for you. We will inform you if we cannot adequately manage a conflict. We can provide further details of our conflicts of interest policy on request.
15. Safeguarding your investments and client money
15.1 We have appointed Winterflood Securities Ltd ("Winterflood") to:
15.1.1 safeguard your investments and provide settlement services to you and us; and
15.1.2 hold any money that you place with us in a segregated account and in accordance with the FCA Rules.
15.2 Winterflood will provide the safekeeping and client money services to you on the terms in Schedule 1. By agreeing to our terms and conditions, you are accepting and agreeing to Winterflood's terms and conditions in Schedule 1. Under Winterflood's terms and conditions in Schedule 1, you will appoint us as your representative to represent you in all matters related to the services provided by Winterflood.
15.3 We may review and change the custody arrangements at any time and we will communicate such changes to you in accordance with these terms and conditions.
16. Statements, Reports and valuations
16.1 We will provide you with instant access to information about your account through our website and periodic statements will also be sent to you electronically every six months on April 15 and October 15 of each year. If you ask us, we can provide these periodic statements every three months or more frequently.
16.2 Your periodic statements will include details of the investments held in your account; their value; the transactions carried out during the relevant period; the total fees payable to us during the relevant period and any associated costs; and any income, interest or corporate actions during the relevant period.
16.3 Your investments will be valued daily according to the market price of the investments at the relevant time.
16.4 You may also receive additional periodic statements from any custodian we appoint to hold your investments or client money. This information may also form part of the periodic statements we send to you.
17. Crediting and withdrawing your money
17.1 You can credit your account in numerous ways, including one-off payments and recurring payments.
17.2 We set minimum deposit amounts for all customers when they open an account with us. This amount is set out when you sign up. We may change it from time to time. If the value of your account falls below four thousand pounds (£4,000), we may sell your investments and return your money to you.
17.3 You can ask to withdraw your money from your account at any time. We endeavour to process withdrawals as quickly as possible but we do not guarantee any timescales. If we receive an instruction from you to withdraw money from your account, while we will endeavour to process that instruction on the next working day, this may take up to three working days or even longer depending on market conditions. If you have recently made a payment to your account, we have to wait for that payment to clear before allowing you to withdraw the money.
17.4 We will only return money to the payment method you used to fund your account with, unless we agree otherwise with you.
17.5 We may refuse a withdrawal request if we have reason to believe or suspect any unauthorised or fraudulent use of your account, if we doubt the validity of the withdrawal instruction, if we doubt the validity of the payment method to which the withdrawal will be made or to comply with any other legal or regulatory requirement.
18. Fees and charges
18.1 We will charge you an annual fee on a monthly basis in relation to the services we provide to you under these terms and conditions. Our current fees and charges are on our website under https://help.exoinvesting.com/fees.
18.2 We will deduct our fees and charges from your account on the first day of each month (or the next working day). We will deduct any fees and charges firstly from any income received in your portfolio. If this is not sufficient, we will deduct the fees and charges from the cash balance in your account. If your account contains an insufficient cash balance to settle our fees and charges, we may sell assets held as part of your portfolio to cover such fees and charges.
18.3 We may change our fees and charges at any time and will notify you of any changes through your account on our website and/or by email.
18.4 We do not expect to receive any commissions in relation to any products. In the event that we receive any commission, this will be credited to your account.
18.5 We may pay (or receive from third parties) fees in relation to referrals of business.
18.6 You may have to pay other taxes or costs that apply which we do not charge or impose. For example, you may have to pay tax on a gain you make on your investments. We would not be able to notify you of this because we are not responsible for your personal tax affairs.
19. Our responsibility for losses
19.1 If we fail to comply with our obligations under the Agreement, we will be responsible to you for the loss or damage you suffer that is a foreseeable result of us breaking the Agreement. However, we will not be responsible for loss or damage that is not foreseeable. Loss or damage is foreseeable if either it is obvious that it will happen or if, at the time the Agreement was made, both we and you knew that it might happen.
19.2 We only supply our services for domestic and private use. If you use the services for any commercial or business purposes, we will not be responsible to you for any loss of profit, loss of business, business interruption or loss of business opportunity.
19.3 Except for the reasons set out in paragraph 19.5, we will not be responsible to you for any losses suffered or costs that you incur because:
19.3.1 we relied on any information you provide to us;
19.3.2 we acted in accordance with the provisions of the Agreement;
19.3.3 you failed to perform the obligations we reasonably expected you would perform in accordance with the Agreement; or
19.3.4 we failed to fulfil our obligations under the Agreement as a result of any abnormal and unforeseeable circumstances beyond our control, the consequences of which would have been unavoidable despite all efforts to the contrary.
19.4 Except for the reasons set out in paragraph 19.5, we will not be responsible to you for any losses you incur or any tax liabilities arising from the investments in your portfolio with us.
19.5 We do not exclude or limit our liability to you where it would be unlawful to do so. This includes liability for death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors; for fraud or fraudulent misrepresentation; or for breach of your legal rights in relation to the services we provide.
20. Risks with investing
20.1 As with any investment, there are a number of risks involved when you use our services. Our [risk notice] includes some of the risks associated with investing and use of our services. We set out below some other factors you must consider before and while using our services.
20.2 We will indicate how your investment might perform based on past performance information available to us. Past performance is not a guide to future returns, however. We cannot guarantee the performance of any particular investments or that we will be able to achieve your investment goals. All returns are variable and we consider you should invest for the long term.
20.3 We will invest your money in financial instruments whose price depends on fluctuations in the financial markets outside our control. We may also invest in products that hold overseas investments, which will be subject to changes in currency exchange rates. You must be aware that the money you invest with us is at risk and you may get back less money than you invested.
21. Suspending or closing your account
Your right to end this agreement
21.1 You may cancel this agreement and close your account with us at any time without incurring additional fees or charges. Once you have told us you wish to close your account, we will settle all outstanding transactions on your account and sell any investments you hold at the best price obtainable at the time but we will not be responsible for any losses incurred by you in relation to the sale of such investments. We will then deduct all applicable fees and charges due to us before returning the balance in your account to you. This process will take no more than five working days.
Our right to suspend your account or end this agreement
21.3 We may terminate your account for any reason by providing you with 30 days' notice through our website, by email or by post. Once we have notified you that we will be closing your account, we will settle all outstanding transactions on your account and sell any investments you hold at the best price obtainable at the time. We will then deduct all applicable fees and charges due to us before returning the balance in your account to you by the end of the 30-day notice period.
21.4 We may immediately suspend or terminate your account, or place other restrictions on your account, if:
21.4.1 you fail to pay any amount due to us under the Agreement within 30 days of us notifying you of the amount unpaid;
21.4.2 you commit a serious breach of the Agreement which cannot be remedied or, if it can be remedied, you fail to remedy the breach within 30 days of us notifying you that we propose to terminate the Agreement;
21.4.3 we suspect any fraudulent, criminal, suspicious, malicious or other similar activity on your account. We may do this to comply with our legal obligations. If we take such action, we will be under no obligation to tell you why or in advance;
21.4.4 we or you become bankrupt or insolvent, in which case we will notify you as soon as reasonably possible that we have suspended or terminated your account; or
21.4.5 we are required to do so for regulatory or legal reasons, in which case we will notify you as soon as reasonably possible that we have suspended or terminated your account unless we are prevented from doing so by law or regulation.
Actions we may take if we suspend your account
21.5 If we suspend your account in accordance with paragraph 21.4, the following provisions apply:
21.5.1 We may prevent you from accessing your account or some of the features on your account, such as depositing or withdrawing money, setting new investment goals, changing investment goals or any other reasonable action (including those we have to take by law or to protect us).
21.5.2 We may also sell any investments you hold at the best price obtainable at the time where we consider it to be in your best interests or to protect us. We will deduct any applicable fees and charges due to us if we do this. Winterflood Securities Ltd will hold any cash balances on your account, including any proceeds from the sale of your investments, as client money in accordance with paragraph 15.
21.5.3 Your money will remain as cash in your account until we reactivate your account or terminate your account in accordance with paragraph 21.3. However, you can ask us to withdraw your money in accordance with paragraph 17.
21.5.4 You can ask to withdraw the money held in your account while your account is suspended and we will try to return your money to you as soon as reasonably possible. However, we may not be able to return your money to you or tell you why we cannot return your money to you for legal reasons. If this is the case, Winterflood will continue to hold your money as cash in accordance with paragraph 15.
Action we will take when we close your account
21.6 If we terminate your account in accordance with paragraph 21.4, we will settle all outstanding transactions on your account and sell any investments you hold at the best price obtainable at the time. We will then deduct all applicable fees and charges due to us before returning the balance in your account to you as soon as reasonably possible, unless we are unable to return your money to you for legal reasons.
22.1 We will provide you with any notices or other correspondence relating to your account through the messaging facility within your account on our website or by email to the email address you provided to us when you opened your account (or to the email address you last notified to us when you updated your account details). It is your responsibility to keep the contact details you provide to us up to date.
22.2 You can provide us with any notices or other correspondence relating to your account through the messaging facility on our website or by email or post using the details on our contact us page.
22.3We offer no guarantee that any electronic communications will be successfully delivered or that they will be secure and free from viruses. In the event you do not receive a communication we send to you for any reason beyond our reasonable control, we will not be responsible for any loss, damage, expense, harm or inconvenience caused as a result of you not receiving such communication.
23.1 We seek to provide the best possible service to all our customers. In the unfortunate event that you wish to make a complaint, you can contact us by:
- Email: email@example.com
- Telephone: +44 20 8068 0484
- Post: The Compliance Officer, Finhub Technologies Limited, Spaces, Citypoint. 1 Ropemaker Street, London, EC2Y 9HT, England
23.2 Please provide as much information as possible to enable us to fully investigate your complaint. We will handle all complaints in accordance with our complaints procedure, which is available on request.
23.3 If we fail to resolve your complaint to your satisfaction or within eight weeks of receiving your complaint, you have the right to make a complaint to the Financial Ombudsman Service at South Quay Plaza, 183 Marsh Wall, London E14 9SR, by telephone on 0300 123 9 123 or by visiting the Financial Ombudsman Service website at www.financial-ombudsman.org.uk. Further information relating to making a complaint to the FOS is available from us on request.
We are covered by the Financial Services Compensation Scheme. You may be entitled to compensation from the Financial Services Compensation Scheme in certain circumstances where we are unable to meet our obligations to you. The current compensation limit is fifty thousand pounds (£50,000) in respect of investment business. For any client money held with a bank, the maximum amount of compensation is currently seventy five thousand pounds (£75,000). You can obtain further information about the Financial Services Compensation Scheme (including the amounts covered and eligibility to claim) at www.fscs.org.uk or by calling 0800 678 1100.
25. Transferring rights under these terms and conditions
You may not transfer your rights or obligations under these terms and conditions to any other party. We may transfer our rights and obligations under these terms and conditions and will provide you with prior notification of any such transfer.
We may perform our services to you through associated companies or third parties. We will take all reasonable steps to satisfy ourselves that any such person we appoint is suitably competent to provide such services. You agree that we may provide information about you and your accounts to any such persons.
27. Changes to these terms and conditions
27.1 We reserve the right to amend these terms and conditions by giving you 30 Business Days' notice in advance. We will notify you through your account portal on our website and by email.
27.2 We may change these terms and conditions to take effect immediately if the changes are not disadvantageous to you, are minor or are required to ensure we continue to comply with applicable laws and regulations. In these circumstances, we will make the new terms and conditions available to you [here] on our website.
28. Failing to exercise our rights
Even if we delay in enforcing the Agreement, we can still enforce it later. If we do not insist immediately that you do something you are required to do under the Agreement, or if we delay in taking steps against you if you break the Agreement, that will not mean that you do not have to do those things and it will not prevent us taking steps against you at a later date. For example, if you miss a payment and we do not chase you but we continue to provide the products, we can still require you to make the payment later.
Each of the paragraphs of these terms and conditions operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining paragraphs will remain in full force and effect.
30. Third party rights
Nobody else has any rights under this contract. This contract is between you and us. No other person shall have any rights to enforce any of its terms.
31. Governing Law
English law governs the Agreement between you and us and the English courts shall have exclusive jurisdiction over any disputes. However, if you are applying for an account for purposes wholly or mainly outside your business, trade or profession, and you are resident in Scotland or Northern Ireland, nothing in the Agreement will prevent you from bringing legal proceedings in your local courts.
TERMS AND CONDITIONS OF BUSINESS DEALING AND CUSTODY SERVICES FOR RETAIL CLIENTS
Effective from January 2018
- Fees, Charges and Expenses
- Representations and Warranties
- Risk Warnings
- Compensation Scheme and Complaints
- Legal and Regulatory
Appendix A: NISA Investment Account - Additional Terms
Appendix B: SIPP Investment Account – Additional Terms
Appendix C: Glossary
Appendix D: SIPP Investment Account – Additional Terms for Trustees
Appendix E: Corporate Clients – Additional Terms for Corporate Clients
THIS IS AN IMPORTANT DOCUMENT AS IT FORMS PART OF A LEGAL CONTRACT AND YOU MUST TAKE TIME TO READ IT AND UNDERSTAND ITS CONTENTS. YOU SHOULD TAKE INDEPENDENT LEGAL ADVICE IF THERE IS ANYTHING IN THESE TERMS THAT YOU DO NOT UNDERSTAND AND YOU SHOULD ONLY GIVE (OR PERMIT YOUR REPRESENTATIVE TO GIVE ON YOUR BEHALF) ORDERS OR INSTRUCTIONS TO US OR GIVE US ASSETS AND/OR CASH UNDER THESE TERMS IF YOU WANT TO BE LEGALLY BOUND BY THEM.
These key points are not a substitute for reading the details of these Terms and you must familiarise yourself with all aspects of the Terms that apply to the Services provided to you hereunder.
Words which begin with a capital letter have a specific meaning, which is explained in Appendix C (Glossary of Defined Terms). In addition, in these Terms:
- "you" and "your" (and where appropriate "account holder" and "customer") mean any person(s) entering the Terms with us and, where applicable, your Representative and/or duly authorised legal personal representatives and successors; and
- "we", "us", "our" and "WBS" mean Winterflood Business Services which is a trading name of Winterflood Securities Limited.
Your relationship with us is governed by the whole of this document, including any appendices and any other documents referred to in these terms (as listed below), in each case as may be amended and/or supplemented from time to time (together the "Terms").
Please ensure that you are in possession of any documents referred to in these Terms and inform us if any documents are missing. If there is any part of these Terms (or any other document referred to in these Terms) which is unclear, you should contact us through your Representative. Other important documents that form part of these Terms include our:
- Execution Policy;
- Interest and Charges Schedule;
- Conflicts of Interest Policy;
- Complaints Policy; and
These documents may be viewed via your Representative's Website. The Terms should all be available for you in printable format. If they are not, please contact your Representative. These Terms replace in their entirety any previous versions provided by us to you.
Your legal and tax obligations
You have sole responsibility for complying with any Applicable Law and the management of your tax affairs. You confirm that you have been and are compliant with all tax declarations and reporting obligations relating to the investments or money held in your Investment Account(s) and any income or gains they produce. The value to you, and the effects on you, of some of our Services may depend on your tax status and you should take your own tax advice to ensure the Services are appropriate for you. We will not provide you with that advice. In some jurisdictions, we may be required to pass information about you to tax authorities, or deduct withholding taxes from any interest or income we pay or pass on to you. You may be unable to reclaim all or some withholding taxes as your assets will be held in a pooled account.
There are risks involved in any investment activity. The general risks include:
- the value of your investments and any returns they deliver are dependent on the financial markets which can be unpredictable;
- fluctuations in foreign exchange rates may cause the value of your investments to decrease;
- some investments may be difficult to sell at a price or within the time required by you;
- the tax treatment of an investment may change including in relation to any tax efficient investments; and
- use of borrowing to make investments will result in you having to return the amount borrowed, together with interest.
Please take time to read clause 5, which contains information on some of the general risks of investing and the nature and risks of particular types of investments. Please note that in no circumstances does or will WBS provide advice or recommendations on investments.
If you have any questions regarding your investments, including the risks associated with investing in a particular product or market, you should consider seeking independent advice from a suitably qualified professional advisor. This might include, but may not be limited to, financial advice and tax advice. Changes to these Terms or the Services
We can change the provisions of the Terms from time to time for various reasons which we have set out in clause 8.1.5, including to comply with a new law or introduce a new product. Clause 8.1.5 also sets out the notice periods we will give you in advance of any changes.
We can also stop providing services by giving you advance notice, or, in certain circumstances (for example where you are in breach of these Terms), without giving you notice. Clause 7 sets out what these notice periods are.
Our regulators may also have powers to alter our ability to provide services to you.
Your other obligations
You must provide us (whether via your Representative or directly) with your national personal identifier(s) (for UK residents this may be your National Insurance number). We will not be able to trade for you without this.
You must update us as soon as possible with any changes in your status or information such as your name, address, contact details, employment status, financial circumstances, national personal identifier, changes to people who you authorise to operate your Investment Account or changes that are relevant to your tax status such as changes to your tax residence.
It may take time to act on instructions and we may need to clarify instructions, so you should always instruct us (whether via your Representative or directly) in sufficient time to meet any deadlines.
Other important information
Although we will contract directly with you under these Terms, we will provide the Services to you via (including without limitation upon the instructions of) your Representative. Therefore, you should be aware that:
- you have a separate agreement in place with your Representative for the provision of discretionary investment fund management and other services ("Representative Agreement");
- the services that we provide to you under these Terms are entirely separate from those provided by your Representative under the Representative Agreement; and
- we are not a party to the Representative Agreement and accordingly will not be responsible, and shall have no liability whatsoever, for the provision of services by your Representative or the contents of the Representative Agreement.
For some financial products, you may have a cooling off period in which you can change your mind and cancel the investment. We also draw your attention to the cancellation rights at clause 2.2.8 of these Terms.
Where we delegate or outsource a function to a third party when providing a service to you (such as custody of your investments) we may not be liable for certain losses caused by that third party (unless we have been negligent in appointing that third party).
Provision of information by electronic means
Where we are required to provide information, data and documents in a durable medium, you acknowledge and agree that it is reasonable and appropriate for us to provide you with such information, data and documents via the Representative's Website and specifically consent to us providing you with information, data and documents in this way. Notwithstanding the foregoing, hard copies can also be obtained upon request (which may be placed via your Representative).
If you have any questions or complaints, please get in touch with your Representative.
If we are unable to meet our obligations to you, you may be entitled to compensation. Further information on complaints, compensation and access to the Financial Ombudsman is contained at clause 6.2.
How to contact us
If you have any general queries or questions, please get in touch with your Representative. You can also contact us with any questions about these Terms or our Services by:
- Calling us on +44 (0)203 100 0130; or
- Writing to us at Client Services, Winterflood Business Services, The Atrium Building, Cannon Bridge House, 25 Dowgate Hill, London, EC4R 2GA.
1.1 About us
We are Winterflood Business Services, a division of Winterflood Securities Limited (company number 2242204).
Our registered office is at The Atrium Building, Cannon Bridge House, 25 Dowgate Hill, London, EC4R 2GA.
Winterflood Securities Limited is wholly owned by Close Brothers Group plc.
Winterflood Securities Limited is a financial services firm and is authorised and regulated in the United Kingdom by the Financial Conduct Authority ("FCA") for the conduct of investment business and custody services in the United Kingdom. Our FCA reference number is 141455.
The FCA can be contacted at 25 The North Colonnade, Canary Wharf, London, E14 5HS. More information on the FCA can be found at https://www.fca.org.uk/.
1.2 About you
Eligibility. We provide the Services only to residents of the United Kingdom (or the "UK", being residents of England, Scotland, Wales and Northern Ireland but not including Jersey, Guernsey or the Isle of Man), who are over the age of 18, although we may agree on a case by case basis to provide the Services to UK residents who subsequently leave the UK. If you will no longer be a UK resident, you must inform us via your Representative promptly in writing prior to your move outside the UK as there may be certain restrictions placed on your account.
Services are not provided to US Persons. Additional criteria are set out elsewhere in these Terms, including at Appendix A, B, D and E, and may also be determined at the point of application which shall occur via your access to the Representative's Website.
Client Classification. For the purpose of the FCA Rules, which require us to categorise our customers into groups so that we can treat them according to their level of knowledge about investments, we will treat you as a Retail Client in accordance with the FCA's client categorisation criteria unless you request a different categorisation.
Requesting a different categorisation may result in the loss of certain regulatory protections. We are not obliged to accept any such request, however where we do so, we will provide you with a written notice of protections lost.
If you are acting as agent for someone else, we will treat you alone as our client for the purposes of the FCA Rules and you will be liable, in addition to that other person, in respect of any transactions we enter into with or for you.
1.3 Your Representative
We acknowledge and you agree that you have appointed Finhub Technologies Limited as your Representative (as defined herein) for the purpose of these Terms. You agree that your Representative is authorised by you to bind you to these Terms, to give us instructions and Orders on your behalf (on which we may act and rely under these Terms), and to perform all obligations and to exercise all rights required or entitled to be performed by or for you (as the case may be) under these Terms. All references to you in these Terms shall therefore automatically include a reference to your Representative. Please be aware that in most day to day business all your dealings with us will be through your Representative. However, in unusual circumstances, such as in the unlikely event of your Representative becoming insolvent, for example, you will need to deal with us directly under these Terms.
1.4 Representative's Website
You will access the Services via the website at www.exoinvesting.com, which is managed and operated by your Representative ("Representative's Website").
Once your application has been accepted, a contract will be formed between you and us and these Terms will come into force. You will be deemed to agree that the Services, including the execution of any Orders received from you or from a Representative on your behalf, will be provided on the basis of these Terms.
2.1.1 We will provide you with an execution-only dealing service together with related settlement and custody services (each a "Service" and together the "Services"). The Services are made available to you via the Representative's Website and enable you to deal, manage and view your investments online, based on your investment choices. We will hold and administer your investments acquired through the Service for you in an Investment Account. You will select your investments and carry out all dealing through your Representative. Please note that the Services shall be made available to you whilst you remain a customer of your Representative (as defined below) in respect of those services.
2.1.2 All transactions will be undertaken on an "execution-only" basis. Execution-only services are provided by us when we execute trades on your behalf but without providing advice or personal recommendations. We do not provide advice or recommendations on investments and will not advise you about the merits of a particular transaction, any corporate action or the composition of your Investment Account. We will not have any discretion in relation to your Investment Account and will act for you only in accordance with instructions given by you or your Representative to us, and will not seek your further instructions, either before or after effecting the transaction on your behalf. Where an execution-only Order is accepted by us we are not responsible for ensuring the investment is suitable for you.
2.1.3 If you or your Representative instruct us to enter into an execution-only transaction in relation to shares that have been admitted to trading on a Trading Venue or an equivalent venue in a country outside the European Economic Area, money market instruments, bonds or other forms of securitised debt, units in a UCITS fund or other "non-complex" financial instruments (as defined in the FCA Rules) and if we enter into such a transaction then: (a) we shall not have any duty to advise you in respect of either that execution-only transaction or any subsequent or potential sale of any asset acquired under that execution-only transaction; and (b) we are not responsible for assessing the suitability and/or appropriateness of that execution-only transaction in the context of your investment objectives.
2.1.4 Where your Representative instructs us to enter into an execution-only transaction in an investment that is not of the kind described above (i.e. one that is a complex financial instrument in accordance with the FCA Rules) we will not assess whether the transaction is suitable and/or appropriate for you and will instead rely on the recommendation made by your Representative (to the extent permitted under the FCA Rules).
2.1.5 You shall not instruct us to enter into an execution-only transaction in respect of complex financial instruments.
2.1.6 The provisions of this clause 2.1 shall be without prejudice to our general right to refuse to execute Orders or instructions.
2.1.7 When providing execution-only services, where we disclose the target market for a particular product to you (via your Representative) it is your Representative's responsibility to verify that you fall within the target market criteria disclosed by us for the product and we will not be responsible for undertaking this assessment.
2.1.8 These Terms are in English and we will communicate with you in English.
2.2 Your Account
2.2.1 Access to the Services. The Services should be accessed via your Representative's Website where, following registration, you will be provided by your Representative with a password which you should keep safe and secure at all times. Please note you should be asked to change your password the next time you log in to the Representative's Website.
2.2.2 Security. You should ensure that you keep your access information confidential and secure and you must notify us via your Representative immediately if you think any aspect of the security of the Service has been compromised in any way (for example, if your Password becomes known to a third party). You should use a "strong", unique password which cannot be guessed by another person and you should not use the password for any other purpose. We refer to the website at https://www.cyberstreetwise.com/passwords which relates to a UK government campaign for on-line safety behaviour and contains some general guidance as to what might constitute a "strong" password.
2.2.3 Portfolios. We provide a choice of three different types of Portfolio: a Single Portfolio, a Joint Portfolio and a Corporate or Trust Portfolio. Within these Portfolios, different types of Investment Account may be opened and held as follows: (a) Single Portfolio: a Single Portfolio is one that is in your sole name, where only you or your Representative on your behalf may instruct us and where you are the sole beneficiary in respect of the assets in the Portfolio. A Single Portfolio may contain the following types of Investment Account: (i) General Investment Account ("GIA"): this type of Investment Account is subject to the UK tax regime rules but is not subject to additional rules (such as may apply to NISAs and SIPPs); and/or (ii) New Stock and Shares Individual Saving Account ("NISA"): in July 2014, all ISAs became NISAs (otherwise known as a ‘New ISA'). Please note that we only operate stocks and shares NISAs under these Terms and not cash NISAs. Please see the supplemental NISA Terms at Appendix A of these Terms. (b) Joint Portfolio: a Joint Portfolio is one that is in the name of two or more persons (as indicated on your online application form via your Representative's Website) and is administered on a joint ownership basis. This means the assets are held without division by two or more persons. It also means that upon the death of one account holder, the ownership of the assets in the Joint Portfolio automatically passes to the surviving account holder(s), who shall have full authority over the account. If it is agreed that you may open a Joint Portfolio, unless the Investment Account is opened by a Representative on your behalf, WBS requires all Joint Portfolio holders to open an Investment Account online via an invitation from the primary account holder. All parties to the Investment Account(s) in the Joint Portfolio are customers under these Termsand will be held jointly and severally liable for all obligations under these Terms, which means that we can demand repayment of the full amount due from any or all of you, and not just a proportion from each of you, even if you personally were not aware of the debt. Once the Joint Portfolio is open, we are entitled to accept instructions or Orders from any party named on the Investment Account(s), which will be issued via the Representative, and any action taken as a result of these instructions or Orders will bind all Joint Portfolio holders. If we become aware that conflicting instructions have been given by or on behalf of any Joint Portfolio holders by a Representative, we reserve the right where practicable to suspend any or all activity on the relevant Investment Account(s) until the conflict is resolved. A Joint Portfolio may only contain a GIA. (c) Corporate or Trust Portfolio: for customers that are a company or a trust and to which we have agreed to provide the Services, we will accept instructions or Orders from and give notices and other communications to, the relevant nominated contact person(s) (which may include a Representative) who may be chosen when the Investment Account(s) are set up on-line. Instructions or Orders from the nominated and authorised contact person will bind the trust or company. If you are a trust and we have agreed to provide you with Services under these Terms, then all of the trustees of the trust account are customers under these Terms and not the beneficiaries of the trust. You must also inform us promptly when a trustee dies or retires, as in this event, the remaining trustees continue to be bound by these Terms. A Corporate or Trust Portfolio may only contain a GIA.
2.2.4 SIPP Investment Account. If you have invested in a SIPP, this will be independently set up, operated and managed by your SIPP Administrator and/or Trustee (as the case may be). These Terms only govern the provision by WBS of Services to enable you to view how your SIPP is doing, to trade on investments in your SIPP Investment Account (which you will open with us under these Terms) and to provide custody in respect of the assets in the SIPP Investment Account. We are not responsible for the operation, management and/or administration of your SIPP. Please see the SIPP Investment Account – Additional Terms at Appendix B.
2.2.5 SIPP Investment Account – Additional Terms for Trustees. If you act as Trustee in relation to a SIPP these Terms, as amended by Appendix D (Additional Terms for Trustees) will govern the provision by WBS of Services to you. Please see the SIPP Investment Account – Additional Terms for Trustees at Appendix D.
2.2.6 Corporate Clients – Additional Terms for Corporate Clients. If you are a firm, body corporate, unincorporated association, partnership, limited liability partnership or joint venture or other similar entity (other than a Trustee in relation to a SIPP), these Terms as amended by Appendix E (Additional Terms for Corporate Clients) will govern the provision by WBS of Services to you. Please see the SIPP Investment Account – Additional Terms for Corporate Clients at Appendix E.
2.2.7 Anti-money laundering. We are required to comply with UK anti-money laundering law, sanctions and other applicable law and regulations aimed at fighting terrorism and financial crime. In order to comply with Applicable Law, we operate robust authentication procedures to verify the identities and permanent addresses of our customers and any authorised representatives, or we may outsource this obligation to a suitable third party to perform on our behalf. In performing this function, you agree to provide certain documents and personal details prior to registering to use the Service, and/or prior to any sale or purchase of shares on an unregistered basis. We will use the personal information you supply to carry out anti-money laundering, counter-terrorism and sanctions checks. As part of these checks we will use the personal information you supply together with information we have collected or obtained from third parties (as further described below), including without limitation information from the electoral register, for the purpose of verifying your identity and the accuracy and completeness of the personal information you have supplied. We may also need to send your personal information to third parties in order to carry out these checks, including your Representative, fraud prevention agencies and/or credit reference agencies. In the event that these checks fail to meet our requirements, or if we have other concerns, you may be asked to provide further documents or information (including physical forms of identification and original copies). If at any time verification of identity of all relevant parties remains outstanding, we will refuse to accept payment, dealing instructions (including the carrying out of any Orders) or any withdrawals of capital, unless and until the identity checks have been satisfactorily completed, or we may terminate these Terms upon notice to you in accordance with clause 7. You have the right to request details of the sources of information and the third parties from whom we obtain, and to whom we transmit, information about you by written request to our Compliance Officer at the address set out in the Key Points section at the beginning of these Terms. If it is agreed that you may open a Corporate or Trust Portfolio, we may be required to identify and, if necessary verify, the identity of other related parties such as the beneficial owners of the account and not just a party named as the account holder.
2.2.8 Cancellation Rights: Distance Contracts. Where we enter into these Terms with you at a "distance" (meaning where we have no face to face physical contact with you which includes via the Representative's Website), you may be entitled to certain additional cancellation rights which are separate from the standard termination arrangements at clause 7. Where this is the case, you may cancel these Terms and/or any or all Investment Account(s) at any time within the first 14 calendar days of entering into these Terms and/or of opening the relevant Investment Account(s). If you wish to do this, you will need to provide us via your Representative with clear notice in writing of your decision to cancel the relevant Investment Account(s) (if not all of your Investment Account(s)), and this notice must be posted to us prior to the end of the 14 day cancellation period. You are not required to give us any reason for exercising your right to cancel. If you do cancel during this period, subject to the below and Appendix B or Appendix D (if applicable), we will, without undue delay: (a) close the Investment Account(s) as instructed; (b) return any cash held in the relevant Investment Account(s); (c) transfer your investments to another regulated financial services firm as nominated and instructed in accordance with these Terms; and/or (d) sell your investments and return the cash proceeds from such sale, where you have any fractional holding(s) or we are otherwise instructed to do so. If you cancel these Terms or any Investment Account(s) (if not all your Investment Account(s)) within the cancellation period, we will refund any relevant fees received by us pursuant to these Terms (in the event of full cancellation) or under the relevant Investment Account(s) (if partial cancellation), except that you agree that the following will be paid if and to the extent applicable: (a) for any market charges in respect of the Service actually provided by us in accordance with these Terms and/or as may be set out in our Interest and Charges Schedule, where you (including via your Representative) have expressly requested such performance (including, without limitation, where we have provided custody of your assets and are required to pay a fee or other amount in respect thereof); (b) for any loss under a contract caused by market movements that we would reasonably incur in cancelling it, as any such market movements will be outside of our control; and/or (c) for any fees or charges due to your advisor, which may include your Representative. If you cancel more than fourteen (14) calendar days after the date that the Terms become effective or after the date the relevant Investment Account(s) were opened, you will not be refunded any associated fees. It is important that you are aware that all instructions, including those given to us by your Representative, to buy or sell investments which are pending at the time of receipt of your notice to cancel, will be binding. Please note that if you have invested in a fund, the sale and redemption of units or shares in the fund will be subject to separate fund documentation (including the current fund prospectus).
2.2.9 Funding Your Investment Account(s). Once you have opened your Investment Account(s), you may credit your Investment Account(s) for the purposes of investment. We will accept payment from you electronically by bank transfer, or by BACS, CHAPS and/or by cheque, or by such other methods as we may agree with you from time to time (which may include by debit card or direct debit), including with your Representative on your behalf. Payments into your Investment Account(s) must be from a bank account in your name (or in the case of a joint account in the name of at least one of the account holders) which has previously been notified to us for this purpose and has been validated as a legitimate account belonging to you (or in the case of a joint account belonging to at least one of the account holders). We reserve the right to close any Investment Account(s) and/or terminate these Terms, without liability, immediately upon notice to you or your Representative in the event of any persistent or repeated breaches of the requirements set out in this clause 2.2.9. If we agree to accept payment via direct debit, then any payments to be made into your Investment Account(s) via this method shall only be made once we are satisfied that you have provided your Representative (which shall provide a copy to us on demand) with an appropriate and suitably validated direct debit mandate.
2.2.10 Withdrawals. If we receive an instruction from you or your Representative to repay any or all Client Money held in your Investment Account(s), we will aim to pay your money out within seven (7) Business Days of receiving your instructions or the instructions provided by your Representative, except that where you owe money under these Terms, for example money for the settlement of any Orders or for payment of any outstanding fees to us, we will retain sufficient money to cover your obligations. We will not generally make payments out to you by cheque unless specifically agreed with you, and we will not make payments out to a third party. All payments to your UK bank or building society (which shall be in accordance with the information we hold on record for you) shall be made in Pounds Sterling and it may take up to three (3) Business Days for the money to clear into your account.
2.3 Your Money
2.3.1 Client Money. Unless otherwise specifically stated in these Terms or as provided under Applicable Law, your money will be held as Client Money in accordance with the FCA Rules which, among other things, require us to hold your money in a client bank account which is free of lien and set up with statutory trust status, at an Approved Bank or CRD Credit Institution. This means we will separate your funds from our own funds and we may hold your money with the money of other customers in a pooled account, which has been named as a client bank account. When selecting which third party bank to use, we will exercise all due skill, care and diligence and will periodically (at least annually) review the adequacy and appropriateness of any bank where your money is deposited and of the arrangements for holding your money, in accordance with the FCA Rules. We will not be responsible for any acts, omissions or default of the third party bank. If necessary, we may also allow another institution such as an exchange, clearing house, overseas settlement agent or other intermediate broker to hold or control your money, but only if we transfer your money for the purpose of a transaction through or with that person or to meet any obligation that you may have to provide collateral (for example, margin) for a transaction. If we do this and where required to do so under the FCA Rules, we will endeavour to ensure your money is held as Client Money under the FCA Rules. In the event of our failure (for example due to our bankruptcy or insolvency), any money held in a Client Money account by third parties will be segregated from our assets and will not be available to our creditors. However, in the event of failure of a third party, there may be a number of consequences for your investment which may include: (a) UK bank accounts: if we place your money in a UK account with a third party, because your Client Money will be held with other customers' Client Money in a pooled Client Money account, in the event that the third party credit institution or bank holding the money defaults and there is a shortfall, you will share proportionately in that shortfall with other creditors of the credit institution or bank; (b) Non-UK bank accounts: in addition to any shortfalls through the pooling of accounts as described above, where your money is required to be held in a bank located outside the UK, you should be aware that the legal and regulatory regimes (including any associated protections) that apply to the bank holding your money may be different to those of the UK. In the event of the bank's failure, your rights and obligations may differ and your money could be less secure and treated differently from the position which would apply if the money were held in a customer bank account in the UK; or (c) Other Third Parties: if and to the extent your money or investments have been passed by us to any other third party in connection with a transaction (for example, to an exchange, clearing house, intermediate broker or settlement agent, either in the UK or in a jurisdiction outside the UK), your money or investments may be at risk in the event of the default or insolvency of such third party. The organisation we pass your money to may hold it in a general account and it may not always be possible to separate it from our money, or their money. If the organisation becomes insolvent, we will only have an unsecured claim against the organisation on your and our other customers' behalf. You realise this means the other organisation may not pay us enough money to cover the claim of you and all other customers.
2.3.2 Unclaimed Client Money. You consent to us releasing the balance of any unclaimed Client Money held on your behalf by us from our Client Money bank account and paying the balance to a registered charity of our choice, in which case we will no longer treat it as Client Money, where: (a) we have been unable to trace you after taking reasonable steps to contact you as required by the FCA Rules; and (b) where the balance on the account is £25 or more and there has been no movement on your balance for at least 6 years (except for our periodic charges or debit or credit interest). Where we do this, however, we undertake to make good any valid claim made by you or on your behalf against any balances we treat in this way where you have provided evidence to support your claim. Where the balance is under £25.00 and we have taken the steps required by the FCA Rules to contact you, we may stop treating the balance as Client Money and donate it to a registered charity of our choice but we will not make good any claim by you against the balance.
2.3.3 Interest. Please note that unless specifically otherwise agreed in writing between us, interest will not be payable on cash balances in Client Money accounts held by us on your behalf.
2.3.4 Minimum Balance. Should your account balance be at such a level that charges outweigh any credits, we will not notify you (whether directly or via your Representative).
2.4 Custody of Your Investments
2.4.1 Nominee Service. Assets purchased using the Service or otherwise transferred to us will be registered in the name of WBS or its non-trading Nominee and held on your behalf by us or our Nominee with you as beneficial owner. We will record and hold all client assets separately from any of our own investments and other assets, and in such a way that we can identify your entitlement at any time. However, where you have a fractional holding in any Eligible Securities, we or our Nominee may retain the corresponding fraction for the benefit of Winterflood Securities Limited and you acknowledge and agree that we may (to the extent permitted by the FCA Rules) record legal title to our own fraction of Eligible Securities in the same name as that in which legal title to your fraction of such Eligible Securities is recorded. Assets held on your behalf by WBS or its Nominee may be held in an account pooled with the investments of our other customers and, in connection with the Fractional Dealing Service, with the fractional entitlements of WBS or its Nominee to any Eligible Securities (to the extent permitted by the FCA Rules). This means that your investments may not be individually identifiable on the relevant company register by separate certificates or electronic records. However, records in our systems make your individual entitlement clear. As a result of your investments being pooled with those of our other customers, in the event of a default by us (or of any Sub-Custodian (as per the below clauses) which causes an irreconcilable shortfall in the assets held in the pooled account, you may not receive your full entitlement and you may share proportionately in that shortfall with the other customers.
2.4.2 Sub-Custodians. In some situations, it may be necessary for us to act through, and hold your investments with, a Sub-Custodian, and you authorise us to appoint any such Sub-Custodian(s) from time to time in connection with the performance of our duties under these Terms. Your assets will usually be held in pooled accounts and identified as belonging to our clients as described above. The effect of this is that if there is a shortfall as a result of the Sub-Custodian suffering financial loss, you may share in that shortfall with our other customers, depending on the amount held with them. We will exercise due skill, care and diligence in the selection, appointment and periodic review of any Sub-Custodian as required under the FCA Rules. We shall not be responsible for any acts, omissions or default of any Sub-Custodian unless and only to the extent such results directly from our own negligence, fraud or wilful default in our selection, appointment and periodic review of any Sub-Custodian as required under the FCA Rules.
2.4.3 Overseas Sub-Custodians. If you invest in overseas (non-UK) investments, including as a result of Orders given to us by your Representative: (a) these may be held by an overseas Sub-Custodian, as appointed by us. The arrangements for holding these investments may vary (for example, investments may be registered or recorded either in our name or in the name of the Sub-Custodian), but before your assets are held in this way, we will have taken reasonable steps to determine that we reasonably believe it to be in your best interests to do so, or that it is not practical to do otherwise because of the nature of the Applicable Law and market practice. We will endeavour to ensure that such investments will not be held with any third party in another country which does not regulate the safekeeping of financial instruments unless the nature of the financial instrument (and market practice in the relevant jurisdiction) requires it; and (b) you acknowledge that Sub-Custodians and other third parties (such as central counterparties, clearing agents, settlement agents and securities depositories) may take a lien (which is a form of charge giving a right to retain your investments) over investments held by them and/or that they may be entitled to other security rights over investments or money, including rights of set-off, retention or sale. This will be determined by requirements of local law, regulation and market practice in the relevant jurisdiction. If a Sub-Custodian or other relevant third party, such as a clearing agent, defaults or becomes insolvent (or other similar event), the consequences for you will depend upon the Applicable Law in the relevant jurisdiction (which may not be English law) and you will bear the associated risks.
2.4.4 Lend or deposit to a third party. Except as otherwise provided in these Terms, we will not, without your express prior written consent (which we may obtain from your Representative), lend to, surrender, pledge or deposit with a third party, as collateral, any investments in your Investment Account.
2.4.5 Default and Power of Sale. You acknowledge that there may be certain market charges payable in respect of the Services as described in the most recent Interest and Charges Schedule provided to you. To protect us against non-payment or late payment of those amounts and/or for late or failed settlement by you and/or by your Representative (including, without limitation, any amounts that may be owed under clause 2.7.10 (Right of Reversal and Obligation to Repay), you agree that we may use, sell, retain or set-off assets (which shall include Client Money and/or Client Assets) held by us under these Terms under any Investment Account(s) you hold with us. We will only exercise this right if we have requested payment from you or from your Representative in writing and the amounts remain outstanding 30 days from the date of such request.
2.4.6 Unclaimed Client Assets. You consent to us ceasing to hold Client Assets held on your behalf and liquidating the same at market value before paying the balance to a registered charity of our choice where: (a) the Client Assets have been held by us for a period of 12 years or more and you have not provided any Order or instruction in relation to such Client Assets during this period; and (b) we have been unable to trace you after taking reasonable steps to contact you as required by the FCA Rules. Where we do this, however, we undertake to make good any valid claim made by you or on your behalf against any Client Assets we treat in this way where you have provided evidence to support your claim.
2.5 Dealing and Processing of Orders and other Instructions
2.5.1 Orders and instructions. Orders and other instructions can only be placed by you or your Representative on your behalf via the phone and/or the Representative's Website, access to which is explained at clause 2.2.1 (Access to your Service), or via any other form of communication as agreed with your Representative. Subject to these Terms and in accordance with Applicable Law, we shall not be responsible for the execution of any Order unless and until you or your Representative has received a specific confirmation of acceptance of the Order from us. In respect of Orders received to deal on your behalf and all other instructions (which shall include any instructions received from your Representative to debit your bank account(s) with funds for payment into your Investment Account(s)), we will be acting in reliance upon your or your Representative's Orders and instructions. You acceptand agree that: (a) you and/or your Representative should not place an Order to Trade unless we have received sufficient funds to cover the total amount required for all relevant transaction(s), including all associated fees, expenses and charges, and it is your and/or your Representative's responsibility (as the case may be) to check that this is the case as follows: for your SIPP investments by trade date plus one Business Day; and for all other investments before placing an Order; (b) we may rely on all Orders and other instructions or communications received via the Representative's Website or by phone that are given by you or your Representative or anyone else using your log ondetails, or other instructions which we reasonably consider to be authorised by you or your Representative; and (c) you are responsible for any incompleteness, inaccuracies or ambiguities in your and/or your Representative's Orders or instructions or in any other information provided by you or your Representative, to us. If we are aware of an ambiguity or inaccuracy, we will contact your Representative in the first instance for clarification and in the case of Orders we will not be required to execute anyOrder until it is resolved. However, you agree that we shall have no liability to you or any other person whatsoever (including but not limited to your Representative) as a result of us placing reliance on your and/or your Representative's or another account holder's Orders and instructions, including without limitation if they later prove to be inaccurate, ambiguous, inconsistent or fraudulent and/or not from you or someone authorised to issue instructions and Orders on your behalf or in respect of the relevant Investment Account(s). We do not accept responsibility for any actual or potential financial loss (including, for the avoidance of doubt, loss caused by market movements) that may arise if you or your Representative are unable to contact us to place an Order through any of our current trading or communication methods.
2.5.2 Best Execution. The FCA Rules require that, where a Retail Client is legitimately relying on us to protect their interests in relation to pricing or other important elements of a transaction, we take all sufficient steps to obtain the best possible result for such clients, taking into account various execution factors (this is known as ‘best execution'). In accordance with the FCA Rules, we have implemented an Execution Policy which sets out the sufficient steps we take in order to act in accordance with the best interests of our clients when executing client orders. As you are a Retail Client, our priority when executing your Orders will generally be price. A summary of our Execution Policy is available via the Representative's Website and a hard copy can also be obtained upon request (which may be placed via your Representative). You consent to your transactions being handled in accordance with our Execution Policy, as amended from time to time. The Execution Policy highlights instances where, in your best interests, we may deal away from a Trading Venue where we reasonably believe this is necessary to achieve best execution and by entering into these Terms you give us your prior express consent to us doing so. We may periodically amend our Execution Policy as described in clause 8.1.5.
2.5.3 Refusing an Order. We may, in our reasonable discretion, refuse to accept and/or execute an Order at any time. This may be for reasons including but not limited to, unusual Order size, insufficient funds (which shall include all fees and charges associated with the relevant transaction or assets), insufficient market liquidity or because of your trading history. If we do this, we will inform you or your Representative that we will not carry out the Order (unless we are not permitted to do so by Applicable Law) but, subject to Applicable Law, will not be compelled to provide a reason.
2.5.4 Acceptance of an Order. When we receive your Order, subject always to our right of refusal under clause 2.5.3, we will use reasonable endeavours to carry it out in accordance with our Execution Policy. We will not be liable to you and/or your Representative or to any other person for any losses, liabilities, costs, charges and/or expenses you suffer if we are delayed and/or unable to carry out an Order or any instruction within a particular timeframe or at all, for any reason. This may include where there is a delay or change in market conditions before the Order is able to be executed and/or completed or where the characteristics of the Order (such as its size) mean that it cannot be executed within any agreed or requested timeframe.
2.5.5 Amendment to an Order. An Order given by you or by your Representative forms an irrevocable commitment to buy or sell investments. Once accepted by us, your Order cannot be amended or cancelled by you or your Representative, unless, before its execution, you or your Representative request cancellation or amendment and you or they receive specific confirmation from us of any amendment or cancellation of your Order.
2.5.6 Third Party Executing Brokers. You agree that we may arrange for any Order to be executed with or through an intermediate broker, and that such third party may or may not be in the United Kingdom ("Executing Broker"). Where we do this, we, rather than you, will be treated as the Executing Broker's client for the purposes of the FCA Rules. If we use an Executing Broker, we will be responsible to you for the compliance of the transmission of the relevant Order with our Execution Policy, but we will not be responsible for any act or omission of any Executing Broker, or liable to you or to your Representative or to any other person for any losses arising from their acts or omissions.
2.5.7 Terms of Order. You acknowledge and agree the following with regard to placing an Order (which shall include any Order placed by a Representative on your behalf): (a) if you have specifically requested a fixed quotation then you or your Representative on your behalf will typically have around fifteen (15) seconds from receipt of the quote that we have obtained from the market to accept it, at which time we will use reasonable endeavours to execute your Order with the market at the price quoted, irrespective of whether or not the market price has moved during the time between us sending/giving the fixed quotation to you and the execution of your Order. However, this is subject to a number of factors beyond our control, including without limitation: (i) trading on the relevant securities being suspended for whatever reason, including stock in auction; and/or (ii) withdrawal or expiry of the quote by the market (for whatever reason); (b) if we incur additional reasonable expenses (for example, premiums and discounts) when carrying out your Order and we are unable to contact you or your Representative to tell you or them about these in advance after reasonable efforts to do so, we may proceed to execute your Order and incur these expenses which you agree will then be payable by you; (c) there may be a delay in the execution of an Order. For example, where your Order sits in line behind other customers who already have submitted comparable orders (because all comparable orders are executed strictly in the order in which they are received), or where an Order is received after the relevant exchange has closed it will not be executed until that exchange next re-opens, following which we will present the Order for execution as soon as reasonably practicable; (d) unless we (and/or any Executing Broker) accept specific instructions from you or your Representative in relation to a particular Order, we may aggregate your Order with our own orders, orders of Affiliates and persons connected with us and orders of other customers, without further reference or authority from you or your Representative. By aggregating your Order, as described above, we must reasonably believe that this is in the overall best interests of our customers and it is unlikely such aggregation will work to the disadvantage of you when we aggregate your order. However, aggregation may operate on some occasions to your disadvantage; and (e) you will not undertake short selling (i.e. where you sell any financial instrument to which you do not have title at the time of such sale) and you agree that you will own any assets to be sold and will deliver (or will procure that your Representative will deliver on your behalf) the assets in good deliverable and unrestricted form by the Settlement Date, and you will ensure that your Orders and instructions to us and any subsequent purchases or sales, including those instructed by your Representative, comply with Applicable Law.
2.5.8 Limit Orders. You or a Representative on your behalf may from time to time give us an Order to execute at a specific price ("Limit Order"). In such case: (a) we will try to execute Limit Orders as soon as practicable but you should be aware that market conditions can affect the time it takes to execute such Orders and all orders will be executed in the order in which they are received; (b) we cannot guarantee that a Limit Order will be executed even if your stock reaches the limit price. For example, if there are orders ahead of yours at the same limit price, the orders in line ahead of you must be filled first and there may not be enough stock available to fill your Order when its turn comes; (c) you or your Representative may cancel a Limit Order provided it has not been executed or is not in the process of being executed. It is your or your Representative's responsibility to check that your instruction to cancel has been received and accepted; (d) if you place a Limit Order for a financial instrument in which trading is suspended or has a Corporate Action before execution or if your Investment Account is suspended, we may, but are not required to, take steps to cancel the pending Order; and (e) in relation to any Limit Orders you give in respect of shares admitted to trading, or traded on, a Trading Venue within the EEA which are not immediately executed under prevailing market conditions, you expressly give us permission not to make the unexecuted Order, or any part of it, public.
2.5.9 Order Status. You may request information on the status of your Order at any time.
2.5.10 Minimum investment amount. Subject to any minimum investment amount notified to you or us including without limitation by your Representative or SIPP Administrator (if applicable), we have no minimum investment amount on your transactions. Fractional Dealing
2.5.11 Fractional Orders. Your Representative may (provided it has signed up to the Fractional Dealing Service) request that your Investment Account be set-up and enabled for the Fractional Dealing Service. Following any such enablement you, or your Representative on your behalf, may from time to time give us an Order in relation to certain Eligible Securities which specifies either: (a) a desired fractional holding (up to 4 decimal places), in which case we will confirm the corresponding monetary amount (to the nearest £0.01); or (b) a desired cash value (to the nearest £0.01), in which case we will confirm the corresponding fractional holding (up to 4 decimal places). In carrying out fractional calculations, we will use reasonable endeavours to get as close as possible to your Order, however such calculations shall be within our entire discretion and we shall not be liable for any loss or damage suffered or incurred by you arising out of or in connection with such calculations, save to the extent directly attributable to our negligence, fraud, wilful default, breach of contract or breach of the FCA Rules.
2.5.12 Aggregation. Fractional Orders will be held throughout the day and aggregated at a set point each Business Day (as agreed with your Representative) or as soon as reasonably practicable thereafter and processed in accordance with our Execution Policy and subject to these Terms. Orders received after the agreed aggregation point will be held until the aggregation point the following Business Day.
2.5.13 Purchases and Sales. In order to provide the Fractional Dealing Service: (a) we will purchase Eligible Securities in whole units and subsequently credit fractional units to your Investment Account; and (b) we will sell Eligible Securities in whole units (representing your fractional holding together with a corresponding fraction held, or otherwise made available, by us or our Nominee) and subsequently credit your Investment Account with a pro-rata cash amount to reflect your fractional holding, less any fees, charges, expenses or other amounts owed to us.
2.5.14 Transfers in: shall be in whole units. We cannot facilitate the transfer-in of fractional units.
2.5.15 Transfers out: shall be in whole units. We cannot facilitate the transfer-out of fractional units. Any request for the transfer-out of fractional units in Eligible Securities shall result in the transfer-out of whole units and the sale of Eligible Securities to account for any fractional holding, as described in clause 2.5.13(b) above.
2.5.16 The Fractional Dealing Service will be administered by WBS internally within the WBS System, accordingly there will be no change to market standards relating to the execution and settlement of Eligible Securities.
2.5.17 You authorise us, without notice to you or your Representative, to sell any and all fractional holdings in an Eligible Security which belong to you in the following circumstances: (a) in the event of our failure (for example due to our bankruptcy or insolvency); (b) if the Fractional Dealing Service is withdrawn by us in its entirety; (c) if the agreement between us and your Representative is terminated (in whole or part), for whatever reason; (d) if these Terms are terminated, for whatever reason; (e) if any applicable third party, as notified to us, ceases to act as your Representative; (f) if an Eligible Security is removed from the Fractional Dealing Service (and is therefore no longer an Eligible Security for the purposes of the Fractional Dealing Service); (g) if, by virtue of Applicable Law or a change to market circumstances, an Eligible Security would no longer be eligible for the Fractional Dealing Service or we would not be willing or able to continue to offer the Fractional Dealing Service; (h) if you or your Representative instructs us to transfer-out Eligible Securities to a third party custodian (as described in clause 2.5.15 above); and (i) if we are entitled to use, sell, retain or set-off assets (which shall include Client Money and Client Assets) owed by you pursuant to these Terms (including by virtue of clause 2.4.5 hereof). Notwithstanding the foregoing, we will use reasonable endeavours to give you or your Representative 30 days' prior notice of any such sale (but only to the extent it involves the sale of your fractional holding), however we reserve the right not to give prior notice, or not to give 30 days' prior notice where in our reasonable view we consider it is not possible or practicable to do so. We may, but shall not be obliged to, sell Eligible Securities in such circumstances. Where we sell Eligible Securities pursuant to this clause, your fractional holdings (if any) will be sold as described in clause 2.5.13(b) above. For the avoidance of doubt, any whole units you hold would remain unaffected. We will not be liable for any loss arising directly or indirectly from the exercise of the rights described in this clause, including any loss of profit, investment opportunity or loss of tax relief, save to the extent directly attributable to our negligence, fraud, wilful default, breach of contract or breach of the FCA Rules.
2.5.18 For the avoidance of doubt, (i) these Terms and any terms used herein (whether defined or otherwise) shall, where the context allows, be construed so as to include references to fractional holdings in Eligible Securities and the Fractional Dealing Service and (ii) any references to ‘units' shall be deemed to refer to shares, units or other denominations in Eligible Securities, as applicable.
2.6 Contract Notes
2.6.1 Notification of a Trade. Your Contract Note will confirm execution of your Order and the relevant Settlement Date for your transaction(s). A Contract Note will be provided by us to your Representative no later than one (1) Business Day following the execution of the Order (or, if later, within the time required by Applicable Law) and made available to you by the Representative's Website whenever you enter into a trade, be that a sale or purchase, and sets out the agreed details of the relevant transaction. You will receive an electronic message from your Representative via the Representative's Website that your Contract Note is available for you to review via the Representative's Website. Contract Notes made available to you via the Representative's Website will be deemed to have been received by you.
2.6.2 Timing of notification. Your Contract Note will be available to your Representative who has undertaken to ensure that it promptly makes the Contract Note available to you for review via the Representative's Website.
2.6.3 Checking your Contract Note. Please ensure that you check that the information in the Contract Note accurately reflects your Order and/or your instructions to your Representative (as the case may be) and notify us immediately via your Representative if you become aware of any inaccuracies, and in any event within 24 hours of the Contract Note being made available via the Representative's Website for your review.
2.6.4 Copies. We will retain a copy of your Contract Note in a durable medium for at least the period of time required under the FCA Rules and you may request a copy from us (via your Representative) at any time within that period.
2.7 Settlement of Transactions
2.7.1 Duty to Deliver. Unless otherwise explicitly agreed between us, settlement of all transactions will be made in accordance with these Terms, the relevant Contract Note, Market Requirements and other Applicable Law. You acknowledge and agree that you are fully responsible for the timely settlement of each and every transaction (which we acknowledge will be performed by your Representative on your behalf), including but not limited to, delivery and/or ensuring the delivery, in reasonably sufficient time on or before the Settlement Date (as specifically agreed between ourselves and your Representative) and into the relevant Investment Account(s), of any instructions, money (including any fees or any other amounts due and payable to us), taxes, documents, financial instruments or any other property to be delivered under a transaction, for the purpose of enabling the timely clearing and settlement of the transaction (including by any Executing Broker). The Settlement Date will be shown on your Contract Note. In the event that we are permitted or obliged to make a payment on your behalf in accordance with these Terms and you do not have sufficient funds in your Investment Account in the currency of the payment, you authorise us to convert sufficient cash in your Investment Account into the currency of the payment at the prevailing market exchange rate to enable us to make the payment on your behalf. It is important to settle purchases and sales promptly and Orders should never be given if you are not able to settle promptly as the consequences can be expensive. Settlement for all sums due (including fees, dividends, market claims, charges and all expenses where applicable) to us will be paid as per the Interest and Charges Schedule. In particular, settlement agencies clearing houses, exchanges and CREST may impose severe penalties on delays and the costs of this will be passed to you.
2.7.2 Delivery vs. Payment ("DvP") Exemption. In accordance with the FCA Rules, we reserve the right to utilise the DvP exemption for treatment of Client Money and Client Assets where we have entered into a transaction on your behalf that is settled through a venue that is a Commercial Settlement System, in accordance with the FCA Rules. The DvP exemption essentially allows us to disapply the FCA Rules relating to your money or assets for a short period of time when settling your transaction within a Commercial Settlement System, subject always to Applicable Law. By entering into these Terms, you are agreeing, and giving us permission, to fully utilise this exemption at our discretion.
2.7.3 Assets to be freely transferable. You and/or your Representative may only give Orders to sell investments where you own or have the right to sell any cash and/or investments held by you or transferred to us (for purchases or sales) by you or by your Representative on your behalf will be free from any right of a third party to make claims against that cash and/or those investments, and that it shall remain free of any and all rights to withhold or retain it (such as a lien), security rights over them (such as a mortgage or a charge), any other rights to have any of the cash or investments paid or transferred to them or to prevent any transfer of such cash or investments from going ahead, or any right to be paid all of any of the proceeds of a transaction, so that settlement of your transactions can take place.
2.7.4 Receipt and Risk. We shall not have any responsibility for, or have any obligations in relation to, any cash or investments or other assets delivered by or on your behalf unless and until such cash and/or investments are actually received by us in accordance with these Terms. Furthermore, you acknowledge that we shall not be responsible for any default or failure on the part of any market counterparty or any central counterparty to a transaction, or of any depository or transfer agent and that delivery and payment will be at your entire risk.
2.7.5 Extended settlement. If we agree to effect a transaction for you with a settlement period which is longer than the standard settlement period for the relevant market, we may require the payment of an additional charge which you or your Representative will be told of in advance. Extended settlement may not always be available and is only offered at our sole discretion.
2.7.6 Non Sterling Settlement. Where we are required to settle any transaction with a market in a currency other than pounds Sterling, we shall be entitled to convert into or out of the relevant currency in accordance with its foreign exchange process ready for settlement, at a rate which reflects the size, liquidity and timing of the relevant transaction. We and/or our Affiliates may retain a margin on foreign exchange conversions. Note there may be a currency risk when purchasing investments that are denominated in a currency other than your home based currency. Where any part of the total costs and charges is to be paid in or represents an amount of foreign currency we will provide an indication of the currency involved and the applicable currency conversion rates and costs.
2.7.7 Payment by cheque. We may decide to make payments by cheque, but only where we have not been able to complete the transfer of funds into your nominated bank account.
2.7.8 Late collection of BACS payment. We will not be liable for any loss arising directly or indirectly from the late collection of any BACS payment that is not our fault, including any loss of investment opportunity or loss of tax relief.
2.7.9 No liability for third party settlement. We accept no responsibility for default or other failure to perform by you or any third party, including any settlement or clearing agent, depository, any market participant (such as a counterparty) or for any third party system, except where such default or failure is directly caused by our own wilful default or negligence under these Terms. We reserve the right, where we have acted on your behalf, to only credit your account with the cash or financial instruments actually received by us, in which circumstances settlement of the transaction will be at your risk.
2.7.10 Right of reversal and obligation to repay. Notwithstanding the above, if we nevertheless credit your account with cash or financial instruments (as the proceeds of a sale or result of a purchase, as the case may be) before actually receiving final payment or delivery of such cash or financial instruments from yourself and/or from the market, please be aware that the following situations may arise: (i) action taken to credit your account may be conditional upon receipt of final payment and securities from you and/or the market and may be reversed to the extent that final payment and securities is not actually received; and/or (ii) if the value of any such financial instruments subsequently falls (such that they are no longer worth the purchase price paid as of trade date), you will still be required to pay the full value of the purchase price irrespective of the then current value of the securities.
2.7.11 Proceeds from sale. If you make a sale, we will credit the Investment Account(s) on the day that the trade settles in the market. Upon receipt of your or your Representative's instruction to do so, we will pay money from your Investment Account(s) via BACS to the bank details that we hold on record for you.
2.8 Default Remedies
2.8.1 Your attention is drawn to the fact that if any amounts owed are not paid and satisfied when due, and you or your Representative on your behalf have not paid such amounts within thirty (30) days of our notice to you or them to do so, then we may, immediately upon further notice to you or your Representative: (a) cancel, close out, terminate or reverse all or any contracts or open positions and sell or otherwise dispose of any such investments at whatever price and in whatever manner we in our reasonable discretion think fit, without being responsible for any loss or diminution in price; (b) enter into any other reasonable transaction or take such other reasonable steps that would or could have the effect of reducing or eliminating any such indebtedness and/or liabilities or of reducing or eliminating liability under any transactions, positions or commitments undertaken for you; and/or (c) apply any proceeds of such sale or other disposal by, in or towards discharge of firstly, the cost incurred in such closure, sale or disposal and then, the indebtedness and/or liabilities concerned. These rights are without prejudice to any other rights, including of set-off, that we may have.
2.9 Corporate Actions
2.9.1 Responsibility. You, via your Representative, are solely responsible for instructing us (by email and/or via the Representative's Website, as applicable) to carry out any required actions in respect of all Corporate Actions with respect to your investments. We may (but are under no duty to) inform you via your Representative (in which case we shall do so by email, or via the Representative's Website or by such other communication method as is agreed with your Representative) of any Corporate Action. However, we will not be required to vote at any meeting of the holders of any investments held by our Nominee except to the extent set out in Appendix A (NISA Additional Terms) and/or unless otherwise required of us under Applicable Law (whether exercisable at an annual general meeting or otherwise). Where so required, we will vote only in respect of whole units in investments: any fractional holding(s) you hold shall be disregarded and we will not exercise any rights and will not be expected to take any action in relation to such fractional holding(s). We will not be required to take any action in respect of any Corporate Action unless and until we receive timely instructions from you. If we do not receive your timely instructions, we will take our default course of action in respect of the relevant Corporate Action (for example, where the relevant Corporate Action event is mandatory with options and you have not made your choice known to us, the default option will be applied), the details of which you will be notified by email or via the Representative's Website at the relevant time. You are and remain solely responsible (which may be performed via your Representative) for the correct notifications of any and all significant interests you have in the voting share capital of any companies in which you are a shareholder, in accordance with Applicable Law. Please note the below is only an example of the types of Corporate Actions that may arise in respect of your investments and is not an exhaustive list.
2.9.2 Income payments. We will be responsible for requesting and receiving Income payments accruing to your investments, net of local withholding taxes or similar deductions. In the event of a Scrip Dividend being offered as an alternative to a cash dividend, we will elect to take any available cash option. In respect of the Fractional Dealing Service, Income will be received in respect of whole units, with a corresponding amount being subsequently paid to you on a pro-rata basis to reflect your fractional holding(s), if any.
2.9.3 Bonus Issues and Mandatory Events. We will adjust your Portfolio to reflect bonus issues and mandatory events as soon as reasonably practicable having received notification from the market. We will notify you of this by email or we will provide notification to your Representative and require that they notify you via the Representative's Website following the action. In respect of the Fractional Dealing Service, where you have any rights in relation to any bonus issues or mandatory events in respect of your fractional holding(s) which would result in (i) you receiving a fractional holding in a security which is not an Eligible Security or (ii) us receiving a fractional holding (i.e. not being whole at the registrar) we may sell such rights and subsequently credit your Investment Account with a pro-rata cash amount to reflect your fractional holding(s) less any fees, charges or other amounts owed to us. For the avoidance of doubt, where we receive any whole units in Eligible Securities pursuant to a Corporate Action, units will subsequently be credited to you on a pro-rata basis to reflect your holding(s), where fractional or otherwise.
2.9.4 Rights Issues. The following shall apply in respect of rights issues regarding your investments: (a) if we have been made aware, we will use reasonable endeavours to give you the information received as soon as practicable regarding any rights issue, calls, conversion, subscription, redemption rights, takeover or other offers (without limitation) arising from capital reorganisations attaching to your investments; (b) provided that you or your Representative tell us within such period as specified in its notification to you (which will depend on the time period specified for the relevant Corporate Action) that you wish to exercise any rights arising out of a Corporate Action and provided there are sufficient cleared funds in your Investment Account(s), we will use reasonable endeavours to give effect to your instructions; and (c) if we cannot contact you or your Representative or election is not made in the specified time, we will take no action and the rights will be allowed to lapse. You should be aware that, for administrative purposes and in order to ensure that we meet the deadlines imposed by companies, any settlement systems or stock exchanges, it is often necessary to impose an earlier deadline on Corporate Actions than those set out in company documents. You will be entirely responsible for giving us and ensuring that we receive instructions in good time and before such stated time. In respect of the Fractional Dealing Service, where you have any rights in relation to any rights issues in respect of your fractional holding(s) which would result in (i) you receiving a fractional holding in a security which is not an Eligible Security or (ii) us receiving a fractional holding (i.e. not being whole at the registrar) we may sell such rights and subsequently credit your Investment Account with a pro-rata cash amount to reflect your fractional holding(s) less any fees, charges or other amounts owed to us. For the avoidance of doubt, where we receive any whole units in Eligible Securities pursuant to a Corporate Action, units will subsequently be credited to you on a pro-rata basis to reflect your holding(s), where fractional or otherwise.
2.9.5 Fractions. Where a Corporate Action results in a fractional entitlement to part of a share and/or to the fractional entitlement to Income, you authorise us to round down your entitlement to the nearest whole number and agree that any fractional entitlement received that cannot be divided on a pro rata basis will be retained by us, aggregated and sold with the proceeds going to charity.
2.9.6 Takeovers and Company Reorganisations. You or your Representative shall be solely responsible for instructing us (by email and/or the Representative Website as applicable) to exercise your rights or to deal with take-over or other offers or capital reorganisations. If no instruction is received and the offer is declared unconditional in all respects, we will automatically accept the offer on your behalf. For the avoidance of doubt you will only be able to exercise your rights or to deal with a take-over or other offers or capital reorganisation in relation to whole units: your fractional holding(s) shall be disregarded in calculating such entitlements.
2.9.7 Pooled Holdings. If the terms of a Corporate Action require an election to be made on behalf of our entire Nominee holding in a company, we reserve the right not to offer an option to you, where it is reasonable to do so.
2.9.8 Class Action. If notified of a class action or group litigation that is being proposed or taken concerning investments that our Nominee is holding on your behalf, we are not required to tell you about this or otherwise act on that notification.
2.10 Statements and Reports
2.10.1 Frequency of statements. We will provide you, via your Representative, with a periodic statement of your Investment Account(s) once every three (3) months. While we will use pricing data from sources which we consider reliable, you acknowledge that any valuation is indicative only and based on historic pricing and therefore, may be inaccurate (especially for less liquid or foreign investments) and may not reflect the amount which you would actually receive on a sale.
2.10.2 Content of statements. Your periodic statement will detail the key information regarding your holdings, including: (a) all of your purchases and sales since the last statement; (b) the individual investments held as at statement date; (c) the value of each investment as at the statement date using end of day prices where available and any cash held within your Investment Account(s); and (d) (at least annually) a summary of costs and charges incurred in relation to your Investment Account(s) throughout the year.
2.10.3 Notification of valuation. You will receive email notification that your periodic statement is available. Your periodic statement will be available via the Representative's Website. You should let us know, which may include via your Representative, if, in viewing your statement, you become aware of any inaccuracies or inconsistencies in the statements.
3. PAYMENT OF FEES, CHARGES AND EXPENSES
3.1 Fees, Charges and Expenses
3.1.1 Summary of Charges. You will not have to pay us any fees for the provision of the Services for so long as you remain a Customer of the Representative, however you agree that we are entitled to receive payment for any proper and reasonable fees, charges and expenses as set out in our Interest and Charges Schedule which will be provided to you by your Representative from time to time. We reserve the right to debit your Investment Account for any market charges and other amounts that are reasonably incurred in relation to your transactions and Investment Account(s). Market charges may include transfer fees, registration fees, PTM levy, stamp duty and other applicable taxes or duties (including any value added tax or other transaction related taxes and any amounts incurred in complying with any obligation to apply withholdings or deductions), interest, fines, penalties, damages or other charges, costs and expenses payable by us in connection with the execution of your Orders and instructions effected, or services provided, hereunder in connection with the safeguarding and administration of your holdings, servicing of transactions and any amounts that may be imposed by ny third party including, without limitation, a third party executing broker, registrar, central counterparty, depositary, fund manager, execution venue or regulatory body). Where this happen, the amount and description of any such market charges incurred will be shown on your Contract Note, statement or valuation.
3.1.2 Information on costs and charges. We will provide you (via your Representative) in good time before the provision of Services, appropriate information in relation to: (a) the costs and charges payable in relation to the Services we provide to you; (b) the costs and charges payable in respect of relevant financial instruments; and (c) any third party payments we receive in connection with the Services we provide to you. Your Representative will provide you with full details on costs and charges (including the above) in the Interest and Charges Schedule, or otherwise in writing.
3.1.3 Where we have or have had an ongoing relationship with you during the year, we will also provide you (via your Representative) with appropriate information in relation to the costs and charges incurred during that period.
3.1.4 Where we offer services or products as part of a package, we will (where reasonable able to do so) inform you (via your Representative) of the costs and charges applicable to each component of that package.
3.1.5 Information on costs and charges shall be aggregated, however an itemised breakdown may be provided upon request. Where you request an itemised breakdown of the costs and charges applicable to you, we will provide this to you (via your Representative) within a reasonable timeframe.
3.1.6 Where any part of the total costs and charges is to be paid in, or represent an amount of, foreign currency, we will provide an indication of the currency involved and the applicable currency conversion rates and costs.
3.1.7 Payment. Market charges which apply to your Investment Account(s) will be deducted from your Investment Account(s) as described in the Interest and Charges Schedule or as otherwise incurred in accordance with these Terms, and you agree to ensure you have sufficient cleared funds in your Investment Account(s) to cover your transactions and to pay the associated fees, charges and expenses specified in the Interest and Charges Schedule. Please ensure that you carefully read the Interest and Charges Schedule as it may contain information as to when amounts will be deducted from your Investment Account(s). If at any time amounts remain due and payable (which shall include any amounts due and payable under clause 2.7.10), we may exercise our rights (including our power of sale over your assets) as described at clause 2.4.5 (Default and Power of Sale) or as otherwise set out in these Terms, or we may debit the amounts from any other Investment Account(s) you hold with us, but only where we have given you no less than thirty (30) calendar days' written notice via email and/or the Representative's Website of our intention to do this and the relevant amounts remain unpaid after this notice period has expired.
3.1.8 New charges, fees and expenses. In accordance with the Terms, we may from time to time introduce new fees, expenses and charges which will be detailed in an updated Interest and Charges Schedule and provided to you via the Representative's Website. You should therefore always ensure that you are aware of the current Interest and Charges Schedule before you or your Representative sends us an Order. We will inform you in writing via the Representative's Website, or by email or post, of any changes to the Interest and Charges Schedule at least thirty (30) calendar days prior to the changes becoming effective.
3.1.9 Third party fees and charges. We may deduct charges, expenses and fees from your Investment Account(s) that are due to be paid by you to other third parties (which may include your Representative, fund managers or Executing Brokers, without limitation). This will be done in accordance with the amounts agreed between you and the relevant third party from time to time, as subsequently notified to us by you and/or your Representative (as applicable). We may also receive payments from your Representative in respect of services provided separately to them.
3.1.10 Exit charges, fees and expenses. We typically charge you for cashing in the assets you hold with us, or for transferring or re-registering your assets away from us, unless specified elsewhere in these Terms. Any such charges, fees and expenses will be described in the Interest and Charges Schedule.
3.1.11 Fractional Dealing Service. The fees, charges and expenses in respect of Orders relating to fractional holdings are the same as for any other Order, save that we will pay a pro-rata amount of the fees, charges and expenses in order to reflect the fraction retained by us or our Nominee.
4. REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS
4.1 Representations and Warranties
4.1.1 Representations and warranties are statements, assurances or undertakings given by you to us on which we will rely when dealing with you. You represent and warrant to us, on the date these Terms come into effect and thereafter on an ongoing basis, including as of the date of each Order and on each day that any transaction is outstanding, that: (a) you have and will maintain full legal capacity and all necessary authority, permissions and powers and have taken all necessary action to enable you lawfully to enter into these Terms and to give us Orders and instructions (including any that will bind others, such as Orders and instructions in respect of a Joint Portfolio and/or a Corporate and Trust Portfolio) and to enter into any transactions and to grant any security interests, rights and powers referred to in these Terms; (b) (where a natural person) you are a resident of the UK and over the age of 18 and have full capacity to enter into these Terms; (c) you are not a US Person or national of any country listed in the United States Department of Treasury's Office of Foreign Assets Control website at http://www.treas.gov/ofac; (d) you will provide us (which may be via your Representative) with any and all information we reasonably require in order to provide the Services to you (including, without limitation, any national personal identifier(s)); (e) all information that you provide to us under these Terms, including any information provided by you to your Representative, is true, complete, accurate and up-to-date in all material respects; (f) any persons entering into these Terms and each transaction on your behalf, including any Representative, have been and are duly and properly authorised to do so, and in the event that you are an account holder in respect of any Joint Portfolio and/or Corporate or Trust Portfolio (as the case may be) you acknowledge and agree that any instruction or Order of any other account holder in respect of your Investment Account(s), shall be equally binding on you; (g) if you are investing in any fund instruments, that (where appropriate) you have read and understood the relevant fund documentation, including the Key Investor Information Document ("KIID") and/or any prospectus; (h) these Terms, each transaction and the obligations created under both are binding upon you (or where there are other account holders, any of you) and enforceable against you and do not and will not violate the terms of any regulation, order, charge or agreement by which you are bound; (i) you acknowledge and agree that any payment or accounting made by us to the principal account holder of any Joint Portfolio or in the case of a trust to any one or more trustees of a Corporate and Trust Portfolio, will be treated as made to all of them; (j) at the time you or a Representative on your behalf or another account holder in the relevant Investment Account instructs us to undertake a transaction, there are sufficient funds or assets in your Investment Account(s) to permit timely settlement and you will not subsequently execute transactions which could result in insufficient funds or assets being available; (k) you are willing and financially able to sustain a total loss of funds resulting from transactions and (where appropriate) that the trading of all such transactions is appropriate and suitable for you; (l) you are now and will be at all material times in the future in compliance with all Applicable Law, rules and regulations concerning the detection of financial crime, prevention of terrorism and anti-money laundering and you acknowledge that any transaction dealt with by us on your instructions will be covered by statutory and other requirements relating to money laundering and combating terrorist financing; and (m) there is not pending or, to your knowledge, threatened, any action, suit or proceeding before any court, tribunal, governmental body, agency or official or any arbitrator that purports to affect or is likely to affect, the legality, validity or enforceability against you of these Terms or ability to perform your obligations under these Terms.
4.2.1 An undertaking is a promise to do something. You undertake to us that: (a) you will take all reasonable steps to comply with all Applicable Law in relation to these Terms; (b) you will notify us immediately in writing if any of the representations and warranties given above are no longer true (whether in part or whole); (c) you must inform us as soon as possible if you stop being a UK resident or if you become a US Person (as restrictions and changes may be applied to your Investment Account(s) and the services we provide to you as a consequence); and (d) you will notify us promptly, or request that your Representative promptly notifies us, of any inaccuracy and/or change to information previously provided by you or by a Representative on your behalf and you and/or your Representative will, upon demand, provide us with all such information as we may reasonably request to comply with these Terms and Applicable Law.
5. RISK WARNINGS
5.1.1 No Advice. All investments carry a certain amount of risk. We do not provide investment advice and shall not at any time be under any duty to provide any such advice, and shall not be regarded as having done so. You should consider taking independent professional advice, such as financial advice, legal and tax advice in relation to your individual circumstances and requirements. You agree that you will not seek advice from us and will instruct us or procure that we are instructed on an execution-only basis. You confirm that you are solely responsible for seeking your own advice and/or making your own independent assessment of the risks of transactions. WBS has not undertaken any assessment whatsoever of your personal circumstances and will not make any assessment of the suitability or appropriateness (including under the FCA Rules or otherwise) of any transaction(s) for you. Below is a list of some generally recognised risks of investing. This is not intended to be an exhaustive list of all risks but a range of examples of risks for you to consider.
5.1.2 Funds instruments. Details of essential information, including key facts and specific risks, about funds, may be found in the KIID or analogous document for each fund that is prepared to help an investor assess whether a particular investment meets their needs. The KIID and any other fund documentation that we are instructed to provide to you or to your Representative on your behalf, including any prospectus, must be read before a decision is made to invest in a fund. In no event shall we be responsible or have any liability for the contents, accuracy or validity of any KIIDs, any prospectus or any other documentation or information relating to fund instruments in which you may want to invest. The availability of a fund instrument through the Service is not and shall not be regarded as a recommendation to invest in fund instruments or any particular fund instrument.
5.1.3 Investment value. The value of your investment is not guaranteed and prices may go up as well as down. You may get back less than the amount that you originally invested.
5.1.4 Exchange rate risk. If you hold investments which are denominated in foreign currencies, movements in exchange rates and interest rates may cause the value of your investments to fluctuate which may not be in your favour.
5.1.5 Market risk. External factors may cause the value of your investments to fall in value. Investments in foreign securities may give rise to different payment, settlement, legal and regulatory requirements from those in the UK and different practices for the separate identification of investments. Where Investment Account(s) holding your money or investments are not subject to English law, your rights may be different from those that would apply under English law. For example, you may be subject to the risk that a counterparty fails to deliver securities after receiving payment. Foreign countries may impose restrictions on the ownership, purchase or sale of securities by non-residents.
5.1.6 Liquidity risk. Some investments may be illiquid and/or traded infrequently, meaning that we may be unable to sell them. This may mean that fair value for those investments is not achievable or difficult to determine. Market conditions may also make it difficult to sell a position. This may happen in circumstances when the fluctuation in price movement is such that in accordance with the rules of the exchange trading will be suspended.
5.1.7 Tax risk. All UK residents are subject to the UK taxation regime. All offshore funds are subject to their local tax regimes and returns to UK residents are subject to the UK taxation regime. As a result of using our Service, your tax position may change. Levels of tax, tax rules and tax relief are subject to change. You have sole responsibility for the management of your legal and tax affairs and if you are unclear as to what your position is, you should seek professional advice.
5.1.8 Inflation risk. If the value of your investment changes by less than the rate of inflation it will have less buying power in the future.
6. COMPENSATION SCHEME AND COMPLAINTS
6.1 Financial Services Compensation Scheme
6.1.1 We participate in the Financial Services Compensation Scheme ("FSCS"). The FSCS provides compensation in certain circumstances for customers of authorised financial services firms if a firm is in default. The scheme may provide compensation should we be unable to meet our obligations but is not available to every investor. Compensation is typically paid out because a firm has ceased trading and/or is insolvent. For investments in UK funds, the FSCS can cover 100% of eligible investments up to a maximum of £50,000 per person per authorised firm (so, for a joint account held by two eligible investors, the maximum amount that could be claimed would be £100,000). The limit relates to the total combined amount in all of the eligible investor's accounts with an authorised firm, including their share of any joint account, and not to each separate account. Investments in non-UK funds are not covered by the compensation scheme but may be covered by other European compensation schemes. For cash, the FSCS can pay, as at 30 January 2017, up to a maximum of £85,000 per person per authorised firm.
6.1.2 The actual level of compensation paid depends upon the basis of each claim, but a customer's entitlement to compensation from the scheme will depend on the type of investment made and the circumstances of the claim. Compensation limits are per person, per authorised firm and per claim category and are on the FSCS website along with additional information about compensation arrangements, at www.fscs.org.uk, or you can refer in person to the FSCS by calling 0800 678 1100.
6.2.1 We take complaints very seriously and have established procedures in accordance with the FCA's requirements for complaint consideration and handling to ensure that complaints are dealt with fairly and promptly.
6.2.2 The written Complaints Policy, which is prepared in compliance with the FCA Rules governing complaints, is available to you via the Representative's Website.
6.2.3 If you would like to make a complaint, you should contact us to raise your complaint. You may do this in a number of ways as detailed within the Complaints Policy, including by writing to us as follows: (a) If by post: For the attention of The Manager, Client Services: Winterflood Business Services The Atrium Building Cannon Bridge House 25 Dowgate Hill London EC4R 2GA (b) If by email to: firstname.lastname@example.org.
6.2.4 As an eligible complainant, if we do not provide you with a final response within eight (8) weeks from the date we receive your complaint, or if you do not agree or are dissatisfied with the outcome of the response, you have the right to refer your complaint to the Financial Ombudsman Service, which is an independent dispute resolution service.
6.2.5 The Financial Ombudsman Service can be contacted at: The Financial Ombudsman Service, Exchange Tower, Harbour Exchange Square, London, E14 9SR or on 0800 023 4567.
7.1 Financial Services Compensation Scheme
We shall be entitled to terminate these Terms at any time by providing you or your Representative on your behalf with not less than thirty (30) calendar days' prior written notice, unless a shorter period of notice is required in order to comply with Applicable Law. Any fees, charges and expenses which you owe to us under these Terms will become due and payable at the expiry of this notice period, however you will not incur any charges or fees from us for closing your Investment Account(s) or transferring any Client Money or Client Assets to another entity (although, please note, we may pass on any third party charges).
If you wish to terminate these Terms you may do so at any time subject to you or your Representative giving us notice in writing to be sent by post, and the notification will be effective immediately upon receipt by us, unless we specifically agree a later date with you or with your Representative on your behalf. These termination rights are separate to your cancellation rights under clause 2.2.8 and shall operate after the 14 calendar day cancellation period has concluded.
Subject to any other provisions of these Terms, the process for closing your Investment Account(s) and moving your assets away from us shall be as follows: (a) we will close the Investment Account(s); and (b) we will return any cash held in the Investment Account(s) to your nominated bank account (as described in clause 2.2.9); and/or (c) we will transfer your investments to another regulated financial services firm as nominated and instructed in accordance with these Terms; or (d) we will sell your investments and return the cash proceeds from such sale, if instructed to do so.
Termination (or cancellation) of these Terms or closing any or all of your Investment Account(s) will not affect any transactions or Orders you or a Representative on your behalf have already asked us to carry out. Please note that if you have invested in a fund instrument, the sale and redemption of units or shares in the fund instrument will be subject to the rules set out in the relevant fund documentation (which will include any current fund prospectus), which may restrict your ability to sell these instruments.
Termination of these Terms by us or you shall not affect any rights or obligations which have already arisen, for example to settle transactions effected prior to the date of termination and/or to satisfy any liabilities or obligations owed to us, which shall include the making of any payments due under the Terms, in respect of which we shall be entitled to retain any of your monies or assets and apply them it in or towards satisfaction of such liabilities and obligations. We shall also continue to have the right to disclose information where required to a UK or overseas regulator.
Survival. The following provisions of these Terms shall survive termination (including through cancellation) of the Terms for whatever reason: 2.1 (Services), 2.2.3 (Portfolios), 2.2.8 (Cancellation), 2.3 (Your Money), 2.4 (Custody of your Investments), 2.5 (Dealing), 2.6 (Contract Notes), 2.7 (Settlement), 2.8 (Default Remedies), 2.9 (Corporate Actions), 3 (Fees), 4 (Representations and Warranties), 5 (Risk Warnings), 6 (Compensation Scheme and Complaints), 7 (Termination), 8 (Legal and Regulatory), Appendix A (NISA), Appendix B (SIPP), Appendix C (Glossary), Appendix D (SIPP Trustees) and Appendix E (Corporate Clients).
8. LEGAL AND REGULATORY
8.1 Legal information
8.1.1 Agreement. These Terms constitute the entire agreement between us and you and supersede all previous discussions, correspondence, negotiations, previous arrangements, understandings or agreements with us in respect of the subject matter of these Terms.
8.1.2 Severability. Each provision of the Terms is severable. This means that if for any reason any provision of these Terms becomes unenforceable, due to a change in Applicable Law for example, this will not affect the validity of all the remaining provisions which will continue to be valid to the fullest extent permitted by Applicable Law. In such circumstances, the provision in question and only that provision will be deemed not to be included in the Terms.
8.1.3 No Third Party Rights. These Terms are only enforceable between you and us and no other person (which shall include your Representative) shall have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any provision of these Terms, except that our Nominee may enforce and rely on these Terms. You agree that you may not assign, dispose of or grant security over any of your rights and obligations under these Terms without our prior written consent and that any attempt to do so shall be void. We will not unreasonably withhold or delay such consent, but consent may depend on successful credit and anti-money laundering checks.
8.1.4 Assignment. We may at any time (acting reasonably) assign or transfer any of our rights and/or obligations under these Terms or delegate all or any of the functions under these Terms to a third party, provided that we have given you or your Representative on your behalf at least thirty (30) calendar days written notice to that effect. Where we do this, you authorise us to transfer any of your money/assets held by us or on our behalf to the third party, or someone nominated by that person. We will only transfer your money and/or assets to another person who we believe will hold them under the FCA Rules or in respect of whom we have exercised all required due skill, care and diligence in assessing whether that person will apply adequate measures to protect it. Where we intend to do this, we will give you or your Representative at least ten Business Days prior written notice and, following any transfer, no later than seven (7) Business Days later, we will write to you or to your Representative to advise you that it has taken place. If you object to such assignment, you may terminate these Terms in accordance with clause 7.2. You will not incur any charges or fees from us for closing any Investment Account or transferring any Client Money or Client Assets to another entity if you or your Representative on your behalf terminates under this clause.
8.1.5 Changes to the Terms. We may from time to time change or supplement these Terms for the following reasons: (a) to comply with or reflect a change of Applicable Law or a decision by an ombudsman or Competent Authority; (b) to make them more favourable to you or to correct a mistake or oversight (provided that any correction would not be detrimental to your rights); (c) to provide for the introduction of new systems, services, procedures, processes, changes in technology and products (provided that any change would not be detrimental to your rights); or (d) to add or remove a product or service. We will notify you or your Representative of any proposed changes to the Terms by giving your Representative a message to post via the Representative's Website or by email or post at least thirty calendar (30) days prior to the changes becoming effective. If, as a result of changes we propose to make to the Terms, you wish to close your Investment Account(s), you may do so in accordance with clause 7 (Termination) and/or as otherwise specified in the Terms. You will not incur any charges or fees from us for closing any Investment Accounts or transferring any Client Money or Client Assets to another entity if you or your Representative on your behalf terminates under this clause.
8.1.6 Waiver. Any failure by us to exercise or delay in exercising a right or remedy provided by these Terms or under Applicable Law does not constitute a waiver of the right or remedy or a waiver of other rights or remedies.
8.1.7 Third party websites. We are not responsible and shall not be liable for the contents of any third party website, including without limitation the Representative's Website (with the sole exception of any information that we have provided to the Representative for provision to you via the Representative's Website, for which we are and will remain responsible in accordance with the liability provisions below) referred to and/or incorporated by reference in these Terms. Any such references are provided for information purposes only and have not been verified by us.
8.1.8 Applicable Law and Jurisdiction. These Terms and any related non-contractual matters are governed by and shall be construed in accordance with the laws of England and Wales. Any dispute or claim arising out of or in connection with these Terms or their formation (including non-contractual disputes or claims) will, except as expressly set out below, be subject to the exclusive jurisdiction of the courts of England and Wales.
8.2.1 General. Subject to clause 8.2.4 below, WBS (and where relevant its Nominee, directors, employees or agents) shall not be liable for any loss or damage which you (which shall include any Representative on your behalf or any joint account holder or other persons in respect of any Corporate or Trust Portfolio, as the case may be, or any other persons) suffer under or in connection with these Terms, except and only to the extent that any such loss or damage has arisen directly as a result of our (or where relevant our Nominee's, directors', employees' or agents') fraud, negligence, breach of contract, wilful default or breach of the FCA Rules.
8.2.2 Exclusions. Subject to clause 8.2.4 below, neither we nor our Nominee will be liable for any loss or damage of any kind that is attributable to: (a) your own acts or omissions (including any error, negligence or misconduct) or the acts or omissions of any Representative or of any other account holder in respect of your Joint Portfolio or Corporate or Trust Portfolio (if applicable); (b) the performance of any third party involved in the provision of Services, which may include without limitation, any SIPP Administrator or Trustee in respect of any SIPP Investment Account(s), and/or any fund manager, distributor or third party administrator connected with your investment in any fund(s), or any Executing Broker or (subject to clauses 2.3 and 2.4), any central counterparty, clearing agent, settlement agent, securities depository, third party bank or any Sub-Custodian; (c) events which we could not have foreseen even if we had taken all reasonable care; (d) our and/or our Nominee's failure to take any action which, in our opinion, might breach an applicable FCA Rule or any other Applicable Law, or any action taken in order to comply with Applicable Law or the requirements of any Trading Venue or other market; (e) any fall in the value of investments (including, without limitation, those which may occur due to delays during the process of verifying your identity in compliance with money laundering regulations); (f) any reasonable refusal or failure to accept and/or execute any Order; or (g) our reasonable reliance on any information, instructions, notices or communications that we believe to be from you and/or a person authorised by you to give the same, including any Representative or joint account holder or any person authorised to give instructions and Orders in respect of any Corporate or Trust Portfolio (as the case may be).
8.2.3 Force Majeure. You agree that we will not be liable for losses of any kind that you may suffer if we are unable to perform our obligations by reason of any cause beyond our reasonable control, including but not limited to: any failure, interruption or delay in the performance of our obligations resulting from a breakdown, failure or malfunction of any telecommunications or computer service or system, or any riot, civil unrest, commotion or rebellion; war or civil war (whether or not declared) or armed conflict, invasion and acts of foreign enemies, blockades, embargoes (including as to trade); any act (or credible threat) of terrorism, acts of Competent Authorities; explosion or fire, earthquake, extraordinary storm, flood, abnormal weather conditions or other natural catastrophe; any nuclear, chemical or biological contamination; or any strikes, lock-outs or other industrial disputes. If such an event happens, we will take reasonable action, in accordance with the FCA Rules on business continuity, in an attempt to mitigate its effect on our ability to perform our obligations to you.
8.2.4 Nothing in these Terms will exclude or limit any duty or liability to you which we or our Nominee (or our respective directors, employees or agents) may not exclude or limit under the FCA Rules or any Applicable Law, or for liability for fraud, or for death or personal injury resulting from negligence, and nor will anything in these Terms require you to compensate us and/or our Nominee (as the case may be) to any extent prohibited by Applicable Law.
8.3 Intellectual Property Rights
8.3.1 We warrant and represent that we own (or have the right from a third party to use and allow you to use, where relevant) the Intellectual Property Rights in any systems, software or Market Data that are made available by us for use in the provision of the Service under these Terms. This shall include the provision of Services to the extent accessed via the Representative's Website. Nothing in these Terms shall be understood to invoke the transfer of any Intellectual Property Rights from us (and/or a third party) to you or to any third party on your behalf (including a Representative). You may not redistribute or otherwise make available in any way the Service (including any systems, software or Market Data received hereunder) to any third party.
8.3.2 Neither you nor your Representative or any other person shall acquire and we shall (and/or our third party licensors shall) retain all Intellectual Property Rights in and to the Services, including any system or software, including that made available via the Representative's Website, accessed by you or any Representative on your behalf under or in connection with these Terms.
8.3.3 You are not entitled to use our name or any of our Affiliates' (including our Nominee's) names, logos or trademarks in any way whatsoever without first obtaining our prior written and explicit consent.
8.4 Disclaimer relating to Market Data
8.4.1 No Warranty. You acknowledge and agree that Market Data is purely indicative and provided to you or your Representative without any assurance as to its accuracy, completeness, relevance or timeliness, as market prices can change rapidly and actual execution prices for less liquid instruments may vary.
8.4.2 No Liability. Neither we nor any provider of Market Data shall be liable: (a) for Market Data in any way, including if the Market Data is inaccurate, incomplete or delayed in any respect; or (b) for any actions that you or your Representative on your behalf take or do not take based on the Market Data.
8.4.3 No Distribution. You or your Representative will use Market Data solely for the purpose of using the Service and will not redistribute or, save as required under Applicable Law, disclose it to any third party whatsoever. All Intellectual Property Rights in and to Market Data are and shall remain our exclusive property and/or of our third party licensor(s), as the case may be.
8.5 Communications and Notices
8.5.1 Once we have sent you or your Representative a communication, which shall be done via email or by posting a message via the Representative's Website, or by post, we will and are entitled to consider that message has been received by you or your Representative (as the case may be) as follows: (a) if sent by first class post, on the second Business Day after it was posted or if by standard post then on the fifth Business Day after it was posted; (b) if by email, at the time of dispatch evidenced by the email timestamp on the message; or (c) if via the Representative's Website, at the time of dispatch of an email (as evidenced by the email timestamp), which will be sent to notify you of the Website posting.
8.5.2 Where you or your Representative send us a communication, which shall be done by post to our address set out in the Key Points section at the beginning of these Terms or (in the case of complaints), by email to email@example.com, or (in the case of Orders or other instructions) via the Representative's Website, unless otherwise explicitly stated in these Terms, you and your Representative are entitled to consider that message has been received by us as follows: (a) if sent by first class post, on the second Business Day after it was posted or if by standard post then on the fifth Business Day after it was posted; or (b) if by email, at the time of dispatch as evidenced by the email timestamp on the message; or (c) if in respect of Orders or other instructions given via the Representative's Website or such other form of electronic communication as may be agreed with your Representative, upon our confirmation of receipt thereof (but note that this is without prejudice to clauses 2.5 and 2.6 which describe when we are deemed to be bound (if at all) by such Orders and/or instructions which may differ to the above). We will not be liable for any delay or non-delivery of a communication sent out in accordance with these Terms.
8.5.3 All communications between us will be in English.
8.5.4 You acknowledge that you are solely responsible for ensuring, or for having your Representative ensure on your behalf, that the email address and other contact details we hold for you are correct and current and for promptly notifying us in writing (via your Representative) if your details change. Where it is necessary to communicate with you or your Representative by post, we will send all postal communications to the address that we hold for you in respect of the relevant Investment Account(s).
8.5.5 If we become aware that either your email and/or postal address proves to be incorrect or obsolete, we will take reasonable steps to contact you or your Representative to obtain correct and current details. We shall have no liability whatsoever in relation to loss of any kind that results from us not being able to communicate with you or your Representative because of incorrect and/or out of date contact details.
8.5.6 You may provide us with an alternative postal address in the UK (unless we explicitly agree in writing to a foreign address) in addition to your permanent residential address in the UK.
8.5.7 You agree that we may also contact you or your Representative by telephone to discuss matters relating to your Investment Account(s).
8.5.8 If you have an Investment Account in a Joint Portfolio and/or Corporate and Trust Portfolio, you acknowledge that communications will be sent out as specified when the Investment Accounts were set up. In circumstances where it is necessary to communicate with you via post, we will only send mail to the primary Portfolio holder or your Representative pursuant to which we will deem all communications as having been received by all account holders.
8.6 Recording of Communications
8.6.1 In order to comply with Applicable Law and internal legal or compliance requirements we may (subject to Applicable Law) in our absolute discretion record, monitor and retain all communications (which may include the recording and monitoring by a third party appointed by us), including facsimile, email and other electronic messaging, telephone conversations and other electronic communications with you and we will normally record telephone conversations and keep copies of relevant electronic communications (and may record mobile phone or other mobile handheld electronic communications device based conversations) between you and our employees who act in a trading, sales or client services capacity.
8.6.2 We will retain such records for such period(s) as may be required by Applicable Law and/or our internal legal and compliance requirements. Such records will be and remain the sole property of WBS, however may be made available to you upon request during the relevant period(s) prescribed by Applicable Law. Where you request such records, we may charge you an administration fee and such fee will be disclosed to you in advance of any related costs being incurred.
8.6.3 All telephone calls may be recorded and such recording remains our sole property. You accept that we may rely on these recordings in the event of a dispute.
8.7 Conflicts of Interest
8.7.1 In accordance with FCA Rules and our own conflicts of interest policies, we have in place arrangements to identify and prevent or manage conflicts of interest that arise between ourselves or our employees and our clients, and between our different business areas and between our different clients. However, these arrangements may not be sufficient in every case to ensure with a reasonable degree of confidence, that the risk of damage to your interests will be prevented. Where this is the case, we will inform you or your Representative of the general nature and/or source of the conflict of interest and the steps taken to mitigate those risks so that you can decide how to proceed before we undertake any business for you.
8.7.2 In relation to any transaction we execute or arrange with or for you, we may have an interest, relationship, arrangement, or duty which is material or which gives or may give rise to a conflict of interest with your interest(s) in relation to the investment or transaction concerned or investments or assets underlying, derived from or otherwise directly or indirectly related to such investments (a "material interest"). We will take all necessary steps to ensure fair treatment for you in relation to any such transactions and will identify and prevent or manage any conflict of interest in accordance with our conflicts of interest policies.
8.7.3 Your attention is drawn to the fact and you acknowledge that we are involved in a full range of services. As such we may have a material interest or a conflict of interest in the services or transactions we carry out with or for you. We have in place internal policies and procedures pursuant to our conflicts of interest policies to ensure that our various business areas and companies operate independently of each other and restrict access by the particular employee(s) responsible for handling your affairs to certain areas of information.
8.7.4 You agree that we are entitled to provide services to, or effect transactions with or for you, notwithstanding that we may have a material interest in, or a potential conflict of interest in relation to, the transaction or investment concerned and you consent to our acting in any manner that we would consider appropriate in such cases. A material interest may include but is not limited to circumstances where we may: (a) be dealing as principal for our own account by selling the investment concerned to you or buying it from you, or being a market-maker or otherwise having a holding or dealing position in the investment concerned or an associated investment; (b) be providing services to another person in relation to an investment in relation to which you are entering into transactions; (c) be matching your transaction with that of another person by acting on that person's behalf as well as yours where we are acting or seeking to act as agent for (and to receive and retain commission or other charges from) both parties; (d) have other business relationships with the company, or a related entity, in relation to whose securities you are entering into transactions; (e) trade (or may have traded) for our own account (or for or on behalf of other customers), have either a long or short position in the investment concerned, or other related investments or otherwise pursue our legitimate business as a market-maker or dealer (including entering into an agreement for the underwriting of an issue of financial instruments) in connection with the investment concerned or related or other investments; (f) enter into transactions as agent or principal, including for pre-hedging purposes, with a view to executing or facilitating the execution of the proposed transaction(s), based upon information you provide to us and any information held by us regarding your previous trading, when you provide us with the bid information, including when you ask us to provide a quotation for a portfolio trade involving the commitment of our capital or otherwise. Such transactions may impact upon the prices you subsequently obtain when we trade with you or when you trade with other firms; (g) be corporate adviser to the trustee, operator or manager of an investment fund in respect of any units which we are buying from or selling to you or buying or selling on your behalf; or (h) provide investment research.
8.7.5 Where we do have such a material interest in, or a potential conflict of interest in relation to, the transaction or investment concerned, the organizational and administrative arrangements we have established to prevent or manage conflicts of interest are not sufficient to ensure, with reasonable confidence, that the risk of damage to your interests will be prevented, we will disclose the conflict to you.
8.7.6 We may receive payment from, or share commissions and charges with our Affiliates or other third parties in connection with transactions carried out on your behalf. We or any Affiliate may benefit from commission, mark-ups, mark-downs or any other remuneration where we act for the counterparty to a transaction. Further details of this are available on request.
8.7.7 For further details on how we deal with conflicts, please see our Conflicts of Interest Policy which can be viewed via the Representative's Website.
8.8 Market Abuse
8.8.1 You agree that you will not, whether deliberately, recklessly, negligently or otherwise, by act or omission, engage in market abuse (within the meaning of Part VIII of the Financial Services and Markets Act 2000) or insider trading (within the meaning of Part V of the Criminal Justice Act 1993), or require or encourage another person to do so, including your Representative. Market abuse is a civil and/or criminal offence, for which the sanctions may include a financial penalty and/or imprisonment. Insider trading is a criminal offence for which you can be prosecuted, fined and imprisoned.
8.8.2 Trading strategies which are aimed at exploiting errors in prices and/or concluding trades at off market prices (commonly known as arbitrage) are not accepted or permitted. If we consider that you and/or your Representative either exploited or attempted to exploit such an error, we reserve all rights and may take any action we consider necessary to prevent future occurrences. This may include the close out, cancellation, termination or reversal of any relevant contract or open positions and/or termination of any Investment Account or of our Services under these Terms, as we consider necessary in order to comply with Applicable Law.
8.9.2 Disclosure to Third Parties and Transfers Outside of the European Economic Area. For the purposes of complying with Applicable Law, you consent that we can pass your personal data to other members of our corporate group, third party service providers in connection with the Services herein (which may include fund managers and distributors, third party fund administrators and transfer agents, other custodians (including any sub-custodian), our agents or sub-contractors, consultants required for the provision of the Services, Executing Brokers and third party payment providers), regulatory and other government authorities in any jurisdiction, and/or any other persons to whom we are required by Applicable Law to disclose, or where there is a public duty to disclose, or where our interests require disclosure, or which is required to be disclosed for the purpose of performance of our obligations under these Terms; and any other persons at your request or with your consent. This may involve transfer of your personal information to countries outside the European Economic Area, including countries whose data privacy laws may not be as protective of privacy as those in the United Kingdom.
8.9.3 You agree that, at any time and in order to comply with Applicable Law, we may send your information to credit reference and or fraud prevention or similar agencies that help us and others make credit decisions and which carry out identity, fraud prevention or credit control checks to help reduce the incidence of fraud. We will be supplied with credit information (although we do not offer lines of credit) as well as information from the electoral register. The agency will record the details of the search, irrespective of whether we accept your application. We may use automated credit scoring methods to assess your application and verify your identity. You further agree that we may provide information, data and documents received from or relating to you and transactions executed with or for you to (i) Competent Authorities where requested or required to do so in accordance with Applicable Law; (ii) appointed insolvency practitioners and those responsible for failed institutions; and (iii) manufacturers and other relevant third parties to the extent reasonably required in accordance with the FCA Rules and other Applicable Law.
8.9.4 Data Access Requests. You may under the DPA request that we provide you with a copy of the personal data that we hold about and for you. You may obtain this personal data at a reasonable charge to the extent permitted under the DPA which may be charged at our discretion.
8.9.5 Duty to Notify. You and your Representative on your behalf are wholly responsible for the accuracy of any information that you or they provide to us and we accept no liability whatsoever should incorrect data received from you or from your Representative result in financial loss or damage (including any costs, expenses or liabilities) of any kind. You will notify us immediately and in writing if you discover that any information we hold for you is obsolete, incorrect, misleading, inconsistent and/or irrelevant in any way.
NISA INVESTMENT ACCOUNT ADDITIONAL TERMS
This section applies to customers who are opening a NISA Investment Account with us. These NISA Terms should be read alongside the general Terms and to the extent of any inconsistency these NISA Terms shall prevail.
Winterflood Securities Limited is approved by HMRC as a NISA manager.
Please note that we only operate stocks & shares NISAs under these Terms and not cash NISAs.
1.1 You acknowledge that in order to open a NISA, you are and must:
(a)be resident in the UK; and
(b)be aged 18 or over; and
(c)be in compliance with the declaration at clause 1.2 below.
1.2 For the purpose of ensuring compliance with the applicable NISA Rules, you hereby declare that you have not subscribed, and will not subscribe, more than the overall subscription limit in total to a cash NISA, a stocks and shares NISA, and an innovative finance NISA, in the same tax year.
1.3 You may also be entitled to open a NISA if you are a Crown employee working outside the UK and you are being paid out of the UK public revenue or are married to or in a civil partnership with such a person.
1.4 Should your circumstances change and you no longer meet the required NISA eligibility criteria, you must inform us immediately and in writing as new subscriptions will not be permitted. We may also need to put restrictions on the transactions you can place.
1.5 To open a NISA Investment Account, you must complete the online application and complete the NISA declaration which is available via your Representative's Website and supply all the information requested in order for us to comply with the NISA Rules and any other Applicable Law. We reserve the right to refuse to open a NISA Investment Account if and until all the requested information is provided or for any other reason we reasonably see fit.
1.6 Subject to clause 3 below (Transfers), your stocks and shares NISA will begin when we receive and have approved both a properly completed application and your valid subscription.
2.1 You confirm that you will only subscribe with your own money and not with money belonging to another person. We will only accept payments from a recognised institution and an account held in the name of the applicant. We do not accept third party payments.
2.2 You agree to comply with any and all investment limits as dictated by HMRC from time to time.
2.3 You may also open a NISA Investment Account and transfer any existing NISA to us from a different NISA provider.
3.1 You are entitled to switch provider for stocks and shares NISAs. Should you wish to transfer any existing NISA from another NISA provider to us, or vice versa, you will need to complete a transfer form. If you wish to transfer your NISA from another provider to us, and if in our reasonable discretion we decide to accept the transfer, we will instruct your existing NISA provider to transfer your holdings.
3.2 Your transfer will not be complete until we have received all your holdings from your previous NISA provider, including any dividends. Whilst we would hope this process would not take more than thirty (30) Business Days, please be aware that it could take several months as we are partially dependent on your existing NISA provider.
3.3 You are not permitted to give us an Order to trade on holdings until your assets and/or cash have been received and registered with us or our Nominee (as the case may be), which means that you may be out of the market for a certain period. You will not be permitted to subscribe to a current year NISA until we have received your current year NISA.
4. NISA Holdings
4.1 NISA Rules stipulate that you are only permitted to invest in certain instruments defined as Qualifying Investments.
4.2 You are not permitted to hold non-Qualifying Investments within your NISA. Should it become apparent that you are holding non-Qualifying Investments, we will ask you to sell them and retain the cash proceeds within your NISA, or to transfer those holdings outside of the NISA Investment Account. All NISA benefits will be lost on those assets/amounts removed from your NISA Investment Account and your current subscription will remain unchanged after your removal of these assets.
4.3 Upon discovery of a non-Qualifying Investment, we will ask you to take one of the actions in the paragraph above. If, after a defined period (which will be no more than thirty (30) calendar days), you have taken no action, we reserve the right in our sole discretion to sell your non-Qualifying Investments and credit any cash proceeds to your Investment Account. You or your Representative agree to pay all associated fees and charges in that regard.
4.4 We will notify you or your Representative if, by reason of any failure to satisfy the provisions of the NISA Rules, your NISA has, or will, become void.
4.5 Any investments within your NISA Investment Account will be, and must remain, completely beneficially owned by you and you must not grant any rights or interests over the investments to any other person (for example, you must not allow your investments to be used as security for a loan).
4.6 Title to de-materialised investments (being those investments that can be transferred and held without evidence of ownership in the form of certificates) within your NISA Investment Account will be held in the name of our Nominee. However, in the event that share certificates are issued, these will be held by us or as we direct.
4.7 On request, we will arrange for you to receive a copy of the annual report and accounts issued by the issuing companies in respect of which shares, securities or units are held within your NISA Investment Account. A charge may be made for the provision of these documents, of which you or your Representative will be notified in advance.
4.8 On request and in accordance with Applicable Law, we will arrange for you to attend shareholders', securities holders or unit holders' meetings in respect of your investments. We can also arrange for you to vote and receive any information issued to shareholders, securities holders or unit holders, but only upon the prior and timely receipt of an instruction by you, or by a Representative on your behalf, to do so.
5. Income and Deductions
5.1 All and any Income received relating to your NISA Investment Account will be paid into your NISA Investment Account.
5.2 Dividends will be credited to your NISA Investment Account after the deduction of the HMRC flat rate charge of 10% as required by the NISA Rules. This deduction is not refundable to you. The flat rate charge of 10% is subject to variation by HMRC from time to time and the appropriate rate will be levied at the relevant time. Please note that the actual tax treatment of your NISA depends on your individual circumstances and may be subject to change in the future.
6. Transfer out and Withdrawal
6.1 You are entitled to close and/or transfer out your NISA Investment Account holdings whenever you want, in part or in full. To do this, you will need to make a transfer application to your new NISA manager. You cannot transfer your NISA Investment Account by closing it and paying the proceeds into a new NISA account with the new NISA manager. We will only transfer your NISA Investment Account holdings to another NISA manager as nominated by you and pursuant to receipt of a valid instruction (which may be from your Representative on your behalf) and any necessary documentation.
6.2 Upon receipt of a valid instruction, we will transfer your holdings as soon as is reasonably practicable but in any event within thirty (30) days of receipt of all relevant documentation and consents from you or your Representative and your new NISA manager. The terms of a transfer should be agreed between you (or your Representative on your behalf), us and your new NISA manager.
6.3 We will allow you to sell part or all of the investments held within your NISA Investment Account. Where requested, proceeds from the sale of these investments will be paid to you within thirty (30) days of sale.
6.4 You are reminded that once cash and/or sale proceeds are removed from your NISA Investment Account, all NISA benefits are lost on those amounts and you are unable to pay funds into your NISA Investment Account other than into your current year NISA Investment Account to the extent that your subscription limit has not been fully utilised.
6.5 You or your Representative may instruct us to pay cash holdings within your NISA Investment Account into your bank account, details of which shall be in accordance with the information we hold on record for you. Typically, we will aim to pay your money out within seven (7) Business Days of receiving your instructions.
7.1 In the event of your death, your NISA Investment Account will automatically terminate and any associated NISA tax benefits will cease.
7.2 In the event of your death, your NISA Investment Account will be frozen and valued for probate as at the date of death, and dealt with as instructed by the persons representing your estate. During the period when your NISA Investment Account is frozen, we will not be responsible for any losses caused by any inability to trade during such time.
7.3 Upon receipt of all the required documentation, we will act on the instructions of your legally appointed representatives/executors.
8.1 We will notify you or your Representative upon becoming aware if your NISA Investment Account becomes invalid due to a failure to satisfy the provisions of the NISA Rules.
8.2 We may delegate any function or responsibility under these terms in accordance with clause 8.1.4 (Assignment) of the general Terms, and provided we have satisfied ourselves they are competent to carry out those functions and responsibilities.
8.3 The management of your NISA is subject to the NISA Rules and the rules and guidance of HMRC. In the event of a dispute regarding these Terms, the NISA Rules and HMRC rules and guidance, the NISA Rules and HMRC rules and guidance shall prevail.
SIPP INVESTMENT ACCOUNT ADDITIONAL TERMS
1.1 These terms ("SIPP Terms") are in addition to the general Terms and sets out the relationship between us when you open a SIPP Investment Account. Please read these SIPP Terms carefully alongside the general Terms. To the extent of any inconsistency between these SIPP Terms and the general Terms, the SIPP Terms shall prevail.
1.2 Please note that WBS is not a provider or administrator of any SIPP. The SIPP will be governed by the Trust Deed and Rules and the SIPP Administrator will administer the SIPP in accordance with the Rules. The Trustee (which may also be the SIPP Administrator or someone else) of the SIPP is the legal owner of all cash and assets within the SIPP, holding them on behalf of the Members. Prior to opening your SIPP Investment Account with us, you must already be a Member of the relevant SIPP and shall have independently agreed with the SIPP Administrator to be bound by the Rules of the SIPP which either have or may be made available to you by your SIPP Administrator.
1.3 We have been appointed by the SIPP Administrator and/or Trustee (as the case may be) to provide viewing, trading and custody services in respect of the SIPP Investment Account and we have no obligations, responsibility or liability whatsoever for or in respect of the maintenance, management and administration of the SIPP. Furthermore, we do not provide any advice as to the suitability of the SIPP or any investments you may decide to hold in your SIPP Investment Account, which includes making sure that HMRC contribution limits are not exceeded.
2. Our SIPP Service
2.1 You understand that we offer an execution-only dealing service and you or your SIPP Administrator and/or Trustee (as the case may be) shall be responsible for all Orders to buy and/or sell in respect of your SIPP Investment Account.
2.2 The SIPP Administrator and/or Trustee (as the case may be) and you will be treated as our customer under these Terms. You will be able to carry out trading on the SIPP Investment Account. However, although we will be able to receive your or your Representative's instructions regarding payments in and out of the SIPP Investment Account, your SIPP Administrator and/or Trustee (as the case may be) will have ultimate authority over the actual receipt or delivery of such payments (including in respect of cancellation and/or termination).
3. Eligibility for SIPP
3.1 In addition to the eligibility criteria at clause 1 of the general Terms, in order to open up a SIPP Investment Account you must have already signed up with and be a Member of a relevant SIPP with an approved SIPP Administrator with which we have already entered into a separate services arrangement.
4. Corporate Actions
4.1 We can receive your or your Representative's instructions regarding Corporate Actions in respect of investments in your SIPP Investment Account, which may be performed in accordance with clause 2.9 of the general Terms (Corporate Actions).
5. Cancellation and Termination
5.1 Cancellation. You will have the right to cancel our Services in respect of your SIPP Investment Account(s) up until fourteen (14) calendar days from the date the relevant SIPP Investment Account was opened under these Terms.
5.2 If you do wish to cancel our Services in respect of your SIPP Investment Account, we will need to receive a confirmatory instruction from your SIPP Administrator and/or Trustee (as the case may be), and acting on those instructions we will either:
5.2.1 return your cash holdings to your SIPP Administrator; and/or
5.2.2 transfer investments in specie to the SIPP Administrator.
5.3 The process for cancellation shall otherwise be as described in the general Terms at clause 2.2.7, including in respect of the payment of any fees, charges, liabilities and expenses incurred during the cancellation period.
5.4 Termination. Termination. If you do not cancel within the timescales referred to above, you can otherwise terminate your SIPP Investment Account(s) with us at any time by giving us or procuring that your Representative gives us, written notice, which must include confirmatory notice from your SIPP Administrator and/or Trustee, and a request to transfer to another appropriate and identified pension arrangement.
5.5 Unless otherwise required in order to comply with Applicable Law and subject to any obligations owed to your SIPP Administrator and/or Trustee, we may close your SIPP Investment Account(s) by giving you or your Representative and your SIPP Administrator and/or Trustee(s) at least three (3) months' prior written notice and require you to transfer your investments and cash to another suitable scheme. If you and/or your SIPP Administrator and/or Trustee do not make arrangements within this time, upon fulfilment of your obligations (including in respect of payment of any fees and charges due on your SIPP Investment Account(s)) unless otherwise agreed with the SIPP Administrator and/or Trustee, we will either transfer your investments or sell your holdings and remit the proceeds to your SIPP Administratorand/or Trustee and you authorise us to execute documentation on your behalf to complete such arrangements.
5.6 All Orders to buy or sell investments and other instructions which are pending at the time of receipt will be binding in addition to any fees, expenses or charges due on your SIPP Investment Account(s).
5.7 Except as described above, the process for termination shall be as otherwise described in clause 7 of the general Terms.
GLOSSARY OF DEFINED TERMS
For the purposes of these Terms, wherever the following words appear, they shall have the meanings set out below, unless the context otherwise requires:
"Affiliate" means any affiliated companies (as defined by the FCA Rules) of Winterflood Securities Limited.
"Applicable Law" means, as applicable to the provision of the Services described in the Terms, any law, rule, regulation, order, ruling, judicial interpretation or directive (whether or not having the force of law) referred to in these Terms and/or which is applicable to you, your Representative, WBS or any Affiliate, any instructions, Orders or transactions and/or any Services provided hereunder, whether in England or elsewhere, from time to time, together with: (i) any rule, regulation, requirement, code, notice, guideline, practice note, circular, policy, recommendation or request (whether or not mandatory) made by any Competent Authority (including the FCA Rules); (ii) Market Requirements; and (iii) any statutes, executive orders, directives or regulations relating to US and EU economic sanctions, as modified, amended, restated or replaced from time to time;
"Approved Bank" means a bank where we may deposit money;
"BACS" means the Bankers Automated Clearing System, which we use to pay money to your nominated bank account;
"Business Day" means a day when the London Stock Exchange is open for trading, excluding Saturdays, Sundays, public and bank holidays in England;
"CHAPS" means the Clearing House Automated Payment System;
"Client Assets" means financial instruments (including any fractions thereof) that belong to you and that we receive and/or hold for you, on your behalf, in accordance with the FCA Rules;
"Client Money" means money that belongs to you and that we receive and/or hold for you, on your behalf. This money is held in accordance with the FCA Rules on Client Money;
"Commercial Settlement System" means, as defined in the FCA Rules, a system commercially available to firms that are members or participants of the system, a purpose of which is to facilitate the settlement of transactions using money and/or assets held on one or more settlement accounts;
"Competent Authority" means any governmental, quasi-governmental, regulatory, judicial, revenue, public or administrative agency, authority or body of competent jurisdiction;
"Complaints Policy" means our policy and documented procedures for ensuring that we handle any complaint promptly and fairly in accordance with the FCA Rules. Our Complaints Policy is available via the Representative's Website;
"Conflict of Interest Policy" means our policy on the management of conflicts of interests, which describes the steps we will take to identify and manage any conflicts that may arise. This policy is available via the Representative's Website;
"Contract Note" means the document prepared by us in relation to each Trade that we have executed for you, which contains essential information about your Trade such as the type of Order (e.g. a ‘buy' or ‘sell'), the quantity traded, the trading date and time of your Trade, all associated charges and such other information as required by the FCA Rules. Once a Contract Note has been created by us, it will be available for you to view via the Representative's Website;
"Corporate Action" means without limitation any rights, issue, calls, conversion, subscription or redemption rights and takeover or other offers or matters of a similar nature arising with respect of any financial instruments in your Investment Account(s);
"Corporate or Trust Portfolio" has the meaning described at clause 2.2.4 of the Terms;
"CRD Credit Institution" is a credit institution that has been approved to accept customer deposits and which is registered as legitimately providing the services of credit institutions according to the Capital Requirements Directive 2013/36/EU;
"CREST" means the centralised settlement system for securities trades on the London Stock Exchange;
"Delivery vs Payment" or "DvP" means a settlement procedure in which the buyer and the seller of a security agree that the seller will pay the buyer upon the security's delivery to the seller;
"DvP Exemption" means the exemption under the FCA Rules which allows a firm to temporarily dis-apply the custody rules or the client money rules in relation to money or assets held where the transaction is conducted on a Delivery vs Payment basis;
"Eligible Securities" means the financial instruments which are eligible for the Fractional Dealing Service, as are identified in the WBS Fractional Securities List (as is made available to your Representative from time to time).
"Executing Broker" is the term given to any one or more third parties which may or may not be in the UK, through which we may execute Orders, as further defined in clause 2.5.6;
"Execution Policy" means the policy setting out the sufficient steps we will take to achieve the optimum result for our clients when executing an Order and for the prompt, fair and expeditious execution of Orders, in accordance with the FCA Rules. The Execution Policy may be amended from time to time. The current version of the Execution Policy is available via your Representative's Website;
"FCA" means the Financial Conduct Authority or any body that shall replace it, being the statutory regulator of the financial services industry in the United Kingdom that authorises and regulates WBS;
"FCA Rules" means the rules and regulations issued by the FCA as amended, supplemented or replaced from time to time;
"Fractional Dealing Service" means the service provided by WBS, as described in clauses 2.5.10 - 2.5.17, which allows clients and customers of WBS to hold fractional units in Eligible Securities.
"GIA" means a General Investment Account;
"HMRC" means Her Majesty's Revenue and Customs;
"Income" means money from dividends, fund distributions or interest, including interest on cash balances that we hold;
"Intellectual Property Rights" means any patents, trademarks, Service marks, registered designs, design rights, copyrights (including copyright in computer software), inventions, trade secrets and other confidential information, know-how, rights in databases, business or trade names and all other intellectual and industrial property and rights of a similar or corresponding nature in any part of the world, whether or not registered or capable of being registered, and including the right to apply for and all registrations or applications to register any of the foregoing rights;
"Interest and Charges Schedule" means the document (however titled and in whatever form) which details the interest applicable to any cash holding and all associated charges relating to the Service (and whether provided to you directly by us or via the Representative on our behalf);
"Investment Account" means any account that you hold with us which will be subject to these Terms, as more fully described at clause 2.2.4;
"Joint Portfolio" has the meaning described at clause 2.2.4 of these Terms;
"KIID" means the Key Investor Information Document;
"Limit Order" means an Order to buy or sell a financial instrument at its specified price limit or better and for a specified amount. If we accept your or your Representative's request to place a Limit Order, then the provisions in these Terms will apply;
"Market Data" means any pricing, reference, static data, index or other financial data provided by us in connection with the Services, to you;
"Market Requirements" means the rules, requirements, customs, conventions and practice of any Trading Venue, securities or stock exchange, future exchange, market, over the counter market, relevant financial market association, clearing house, central counterparty, Commercial Settlement System or securities depository;
"Member" means a person who has applied for and been accepted as a member of a SIPP;
"NISA" means a new stock and shares individual savings account containing Qualifying Investments as permitted under the NISA Rules;
"NISA Rules" means the Individual Savings Account Regulations 1998 (SI 1998 No.1870), any and all applicable rules, regulations and guidance of the HMRC and all other Applicable Law, in each case as amended, replaced or supplemented from time to time.
"Nominee" means any nominee company wholly owned by us which is used solely for holding investments separately and which does not carry on any other business;
"Order" means an instruction from you and/or from a Representative on your behalf to buy or sell investments on your behalf;
"Password" means any password, username or trading password chosen by you to access the Service via the Representative's Website;
"Portfolio" means any portfolio that is a Single Portfolio, a Joint Portfolio or a Corporate or Trust Portfolio, which contains your Investment Account(s);
"Qualifying Investments" means the list of stocks and other financial instruments in which a NISA may invest;
"Representative" means any person or entity appointed and authorised by you, which shall include an advisor or any other person or entity appointed to make investment decisions on your behalf, which shall include any discretionary investment manager, advisor or model portfolio manager, or any other person or entity authorised to give us instructions and/or Orders and otherwise act on your behalf under and in accordance with these Terms, and which as at the commencement date of these Terms, includes the entity identified in clause 1.3;
"Representative's Website" means the website (including any portal or graphical user interface) managed and operated by your Representative which, as at the commencement date of these Terms, is identified in clause 1.4;
"Retail Client" has the meaning set out in the FCA Rules;
"Rules" means the rules of the SIPP (available from your SIPP Administrator) governing management of the SIPP;
"Scrip Dividend" is the process whereby a company may offer to shareholders the alternative right to elect to receive new shares instead of a cash dividend;
"Service" means the execution only (non-advisory) service and related settlement and custody Service that we provide under these Terms;
"Settlement Date" means the Business Day on which purchased securities are due for delivery to the buyer and payment is due to be made to the seller and vice versa for the purposes of a sale, and the investments or the title to the investments is transferred from the seller to the buyer;
"Single Portfolio" has the meaning described at clause 2.2.4 of these Terms;
"SIPP" means a Self-Invested Pension Plan;
"SIPP Administrator" means the company or person or group of individuals appointed to administer the SIPP in accordance with the Rules, which may or may not include the Trustee;
"SIPP Investment Account" means a SIPP Investment Account as further described at clause 2.2.5;
"Sub-Custodian" means a bank or financial institution providing custody services in respect of a market or jurisdiction, on behalf of another custodian who may not have an operation in that market or jurisdiction;
"Trade" means the execution of a purchase or sale as a result of an Order;
"Trading Venue" means any regulated market, multilateral trading facility or organised trading facility, as defined in the FCA Rules.
"Trust Deed" means the trust deed pursuant to which the trust was set up and the relevant SIPP established;
"Trustee" means the trustee of the SIPP; and
"US Person" includes any citizen of the United States of America ("US") or any person holding a US passport regardless of residency or domicile; or any company having a registered office in the US or anyone who has an obligation to pay tax to the US tax authorities on their worldwide income.
SIPP INVESTMENT ACCOUNTS ADDITIONAL TERMS FOR SIPP TRUSTEES
Provided upon request (or for existing clients, as separately agreed, where applicable).
ADDITIONAL TERMS FOR CORPORATE CLIENTS
Provided upon request (or for existing clients, as separately agreed, where applicable).