Terms and Conditions
- SENDING AND WITHDRAWING FUNDS
- ANTI-MONEY LAUNDERING
- WHAT ARE YOUR OBLIGATIONS?
- YOUR USE OF OUR APP
- CLIENT PROTECTION AND COMPLAINTS
- CONFLICT OF INTERESTS AND INDUCEMENTS
- DATA PROTECTION
- HOW WILL WE COMMUNICATE?
- WHEN MAY WE NOT ACT ON YOUR INSTRUCTIONS?
- OUR LIABILITY
- CANCELLATION RIGHTS
- CHANGING OR REPLACING THESE TERMS
- GOVERNING LAW
- ANTI-TAX EVASION AND ANTI-BRIBERY
1. This agreement, including its Annex, constitutes our client agreement terms and conditions (“Terms”) for retail clients investing with us. It is important you read these Terms carefully before making any investments or otherwise operating or opening an investment account with us (a “Clim8 Account”), because we will rely on them in all our dealings with you and they apply to all investments you make with us and any Services (as set out below) we provide you.
2. Our Terms and any Personal Investment Report you receive can be found in the documents section accessible in the mobile application. However, you should also print off a hard copy, and then keep it safe for future reference.
3. In these Terms, unless the context otherwise requires: “person” denotes any person, partnership, corporation or other association of whatever nature; and any references to law or legislation shall be references to such rule, law or legislation as from time to time amended, re-enacted or replaced.
2.1. We provide our clients with the following services (all together, the “Services”): (1)
2.1.1. assistance with selecting which of our investment strategies is most suitable for your needs;
2.1.2. discretionary investment management of the investments we hold on your behalf (your Portfolio);
2.1.3. arranging, through our third party service provider, execution and custody services
2.2. For more information on the Services listed above please refer to Annex I, which forms part of these terms. Please note that we also provide you with the ability to open a Stocks and Shares ISA, and this is subject to additional terms provided separately.
2.3. In order for us to provide you with our Services, you must be a UK resident. In providing our Services we will treat you as a retail client. This means that you will have the highest level of protection under the rules and guidance provided by the Financial Conduct Authority (“FCA”). You may at any time ask us to re-categorise you as a professional client or an eligible counterparty, which would mean that you receive a lower level of protection, but it is not our general policy to re-categorise retail clients and we can reject your request. (2)
2.4. Where we refer to the FCA we also mean any regulator which may replace the FCA and the rules it may make to regulate our business. The FCA’s address is 12 Endeavour Square, London, E20 1JN.
3.1. We charge an annual management fee calculated as a percentage of your total assets under management invested with us, as follows:
3.1.1. For amounts held with us up to (and including) £100,000, we charge a fee of 0.7% per annum (including VAT where applicable).
3.1.2. For further amounts held with us over £100,000, we charge a fee of 0.35% per annum (including VAT where applicable).
3.2. We do not charge for helping you select our most suitable discretionary management service, for sending us or withdrawing money, or for transferring or closing your Clim8 Account. All research will be paid for directly by us and such costs will not be passed to you. (3)
3.3. Please note that other taxes, costs and charges may also apply, which are not charged by or through us. These include but are not limited to fund charges, taken directly from the fund provider, and market spread, which is the difference between the price at which we are able to buy and sell investments.
3.4. Whilst we quote the fee as ‘annual’ it is taken monthly in arrears directly from your assets under management. Fees will be debited in the first week of each month. If you add or withdraw funds partway through a month, you will only be charged for the time it was invested with us during that month. An itemised breakdown of our costs and charges is available on request. (4)
3.5. Our fees are based on our current understanding of the VAT treatment of the fees. In the event of any change in the VAT treatment of the fees, we reserve the right to agree with you a change in the fee basis to reflect the revised circumstances.
4. SENDING AND WITHDRAWING FUNDS
4.1. We only accept funds from a UK bank account in your name (your “Account”). You can either set up a bank transfer manually or through direct open banking integration between our app and your banking app or website. When you make a payment via open banking, your payment will be processed by a third party. Domestic bank transfers within the UK are typically processed within two hours, although it may take longer. We will only start providing you with Services in relation to funds once we have actually received the relevant funds.
4.2. You may only invest amounts which are wholly owned by you and to which no other person has any rights. When determining whether to accept a payment from you, in accordance with our legal and regulatory obligations regarding financial crime, we reserve the right to reject any payments where it is found you are not the beneficial owner of the funds.
SOURCE OF FUNDS
4.3. In order to comply with the Money Laundering Regulations, we may occasionally need to ask for proof that a payment received by Clim8 Invest has originated from your Account. We may also ask for evidence that your wealth is from a legitimate source and you are the beneficial owner of the funds. You agree to comply with any request we make in good faith for these purposes.
4.4. You can request a withdrawal from us at any time, by contacting firstname.lastname@example.org, at which point we will sell the relevant investments as soon as commercially practicable and send you your funds.
4.5. If you make a withdrawal we will sell the relevant assets and send the money to your Account. If the value of your investment(s) has fallen you may not be able to get back the full amount you have invested. Also, please be aware that we offer no refunds for payments which are due to us for Services provided.
4.6. We will only make external payments to and to accept payments from the Account as stated in your Clim8 Account.
5. ANTI-MONEY LAUNDERING
5.1. We are required under anti-money laundering regulations to verify your identity, to gather information as to the purpose and nature of the business which we conduct on your behalf, and to ensure that the information we hold is up-to-date. We use electronic identity verification systems, at the beginning and throughout our relationship with you.
5.2. This means your personal information will be shared with third parties, i.e. the relevant agencies who operate the identity verification systems. In addition, we will verify the validity of your bank Account information and this will involve us sharing your personal and financial information with third parties. Their services compare your data against: bank account data, electoral roll, UK Companies House (and this includes the bankruptcy and insolvency register and database of disqualified directors), and other publicly available information such as media reports.
5.3. Please note that we cannot provide our Services to you unless you have passed our money laundering checks.
6. WHAT ARE YOUR OBLIGATIONS?
6.1. In order for us to be able to provide our Services, you need to:
6.1.1. agree these Terms which govern our relationship;
6.1.2. confirm that you have not supplied us with information in your suitability questionnaire or otherwise which is inaccurate or misleading;
6.1.3. notify us promptly of any change to the information supplied by you to us;
6.1.4. supply us with all information, documentation or copy documentation that we require in order to allow us to carry out our Clim8 Account opening procedures;
6.1.5. provide us with any additional information which may be reasonably required in order that we can fulfil our legal, regulatory and contractual obligations;
6.1.6. confirm that the investments and cash within your Clim8 Account portfolio are within your complete ownership and free from all liens, charges and any other encumbrances;
6.1.7. pay our fees as set out in clause 3;
6.1.8. undertake to sign and/or produce, by the time we ask you to, any documents we need to enable us to carry out our duties on your behalf.
7. YOUR USE OF OUR APP
7.2. If there are any terms, conditions or provisions contained in the Data Terms that are inconsistent with and / or conflict with these Terms, then the relevant terms, conditions or provisions as set out in these Terms shall prevail.
7.3. Clim8 Invest will provide you with security details to access your Clim8 Invest Account. Please ensure that you keep these details safe and confidential. You must not undertake any action that could compromise the security or effective working of the Clim8 Account or the Services (including in relation to our other clients). Any such action will be considered a material breach of these Terms. You must notify us immediately if you think that someone else may know your Clim8 Invest Account details and/or if you suspect that your Clim8 Invest Account has been subject to unauthorised access or has been hacked.
7.4. You are responsible for monitoring your Clim8 Invest Account, ensuring that you read all messages that have been sent to you (whether through the in-App secure notification centre, via the email address you have provided to us, or via any other means as agreed between us).
7.5. You must not reproduce or distribute any material from the App, the Clim8 Invest Account or www.clim8invest.com without our written consent. You may download or print information and documents that we provide to you for your personal use only.
7.6. You acknowledge and agree that all intellectual property rights in the App, the Services, the Clim8 Invest Account and www.clim8invest.com, including all documents and related technology referred to therein, belong to Clim8 Invest or our licensors – you have no rights in or to any of these other than the right to use each of them in accordance with these Terms and the Data Terms.
8. CLIENT PROTECTION AND COMPLAINTS
8.1. We are committed to providing you with a first class service. If anything does go wrong, we aim to put it right quickly and efficiently. If we cannot resolve a problem immediately, we will contact you to tell you what we are doing about it. If you wish to complain about any aspect of our Services, please contact us by emailing email@example.com and we will provide you with a summary of our complaints process and procedures.
8.2. If we do not deal with your complaint to your satisfaction, you can refer it to the Financial Ombudsman Service. This does not prevent you from taking legal proceedings. The Financial Ombudsman Service’s contact details are:
Financial Ombudsman Service
London E14 9SR
Tel: 0800 023 4567
8.3. We are covered by the Financial Services Compensation Scheme (“FSCS”). This means you may be entitled to compensation from the scheme if we cannot meet our obligations. The level of compensation depends on the type of business and the circumstances of your claim, and you are covered up to a maximum of £85,000 per person. (5)
8.4. Further details of concerning the conditions governing compensation and the formalities which must be completed to obtain compensation from the Financial Services Compensation Scheme are available on request and (6) from:
Financial Services Compensation Scheme
10th Floor, Beaufort House
15 St Botolph Street
London EC3A 7QU
9. CONFLICT OF INTERESTS AND INDUCEMENTS
9.1. We will always endeavour to act in your best interests as our client. We maintain and operate effective organisational and administrative arrangements with a view to taking all reasonable steps to prevent conflicts of interest. (7) Where our organisational or administrative arrangements to prevent conflicts of interest from adversely affecting the interest of our clients are not sufficient to ensure, with reasonable confidence, that risks of damage to your interests will be prevented, we will, as a measure of last resort, clearly disclose to you the conflict of interests and the steps taken to mitigate the risks before getting your consent to undertake the relevant business on your behalf. (8) A copy of our conflicts of interest policy is available to you upon your request. (9)
9.2. As part of providing our Services to you, we may receive acceptable minor non-monetary benefits. Minor non-monetary benefits are those which: (10)
9.2.1. are capable of enhancing the quality of service provided to you;
9.2.2. is of a scale and nature that it could not be judged to impair our compliance with our duty to act honestly, fairly and professionally in your best interests;
9.2.3. is reasonable, proportionate and of a scale that is unlikely to influence our behaviour in any way that is detrimental to your interests; and
9.2.4. consists of:
a) information or documentation relating to a financial instrument or an investment service, that is generic in nature or personalised to reflect the circumstances of an individual client;
b) written material from a third party that is commissioned and paid for by a corporate issuer or potential issuer to promote a new issuance by the company, or where the third party firm is contractually engaged and paid by the issuer to produce such material on an ongoing basis, provided that the relationship is clearly disclosed in the material and that the material is made available at the same time to any firms wishing to receive it, or to the general public;
c) participation in conferences, seminars and other training events on the benefits and features of a specific financial instrument or an investment service;
d) hospitality of a reasonable de minimis value, such as food and drink during a business meeting or a conference, seminar or other training events mentioned under Paragraph c.;
e) research relating to an financial instruments issued by an issuer, which is:
1. prior to the issue being completed; and
2. by a person that is providing underwriting or placing services to the issuer on that issue; and
ii. made available to prospective investors in the issue; or
f) research that is received so that we may evaluate the research provider’s research service, provided that:
i. it is received during a trial period that lasts no longer than 3 months;
ii. no monetary or non-monetary consideration is due (whether during the trial period, before or after) to the research provider for providing the research during the trial period;
iii. the trial period is not commenced with the research provider within 12 months from the termination of an arrangement for the provision of research (including any previous trial period) with the research provider; and
iv. we make and retain a record of the dates of any trial period accepted under this rule, as well as a record of how the conditions in (i) to (iii) were satisfied for each such trial period.
10. DATA PROTECTION
11. HOW WILL WE COMMUNICATE?
11.1. We will communicate with you in English by email and / or through the App, and reserve the right to call you by telephone. (11) You may communicate with us in English by emailing firstname.lastname@example.org, (12) or otherwise in accordance with procedures notified to you by us (including security procedures and use of passwords). Communications will be deemed received on the earlier of the time at which it is accessed or 2 business days after receipt. However, if you receive a bounce-back saying that a communication has not been delivered / received, then it shall be deemed not received.
11.2. You acknowledge and accept the risks inherent in email, particularly of its unauthorised interception and of its not reaching the intended recipient. Although we take all reasonable care to ensure all electronic communications and attachments we send to you are free from any known virus or bug, we will not be responsible for any loss or damage resulting from any attack by a third party on our systems, any computer virus or any other malicious or technologically harmful material that may infect your computer equipment, computer programs, data or other material due to your use of our Services.
11.3. We may act on any instruction or notification we believe in good faith is from you, without carrying out any further checks or investigations. We will not be liable for following an instruction or notification which is not genuine; or for investigating, not investigating, or not following any instruction or notification that we believe may not be genuine. We will not be liable for any error of transmission or misunderstanding, or for the fraud of any other party (except in the case of our negligence, wilful default or fraud as described in clause 13 below). We are not obliged to acknowledge receipt of your instructions.
11. 4. We may record and monitor conversations we have with you, and we will keep a record of all communications for as long as required by law or we feel appropriate.
12. WHEN MAY WE NOT ACT ON YOUR INSTRUCTIONS?
12.1. We reserve the right not to act on your instructions if:
12.1.1. to do so may involve us or you in a breach of legal and/or regulatory requirements; or
12.1.2. to do so may involve us or you in a breach of legal and/or regulatory requirements; or
12.1.3. to do so would run the risk of us suffering financial loss
12.2. We will endeavour to advise you promptly if such circumstances arise, subject to our obligations under applicable law and regulation.
13. OUR LIABILITY
13.1. We are committed to providing you our Services with reasonable skill, care and diligence in accordance with these Terms. As long as we do this, we cannot and do not accept any liability for loss (or the loss of an opportunity to gain) which arises from the exercise of our Services for and on your behalf.
13.2. Please note we do not provide, nor do we accept responsibility for, legal, tax or accounting advice. Your tax treatment depends on your individual circumstances and may be subject to change in the future. (13)
13.3. Notwithstanding any other provision in these Terms, we do not limit or exclude our liability for fraud or death or personal injury as a result of our negligence or that of our employees.
14. CANCELLATION RIGHTS
14.1. We will always honour your statutory rights. After agreeing to invest with us, you are still entitled to cancel your investment for up to 14 calendar days after having opened your Clim8 Account (the “cancellation period”). This is done by sending us written notice of the cancellation to email@example.com
14.2. If you cancel your investment within the cancellation period, we will sell your investments and return the money from any sale to you. We will sell your investments within 2 business days (on which the relevant markets are open) of receiving your cancellation instruction, subject to circumstances beyond our control.
14.3. Please be aware that if the value of your investment(s) has fallen you will not get back the full amount you invested. You will also be liable for any costs we have to pay on your behalf in order to sell the relevant investments.
15.1. You or we may terminate this agreement for our Services at any time, without penalty. If you wish to terminate this agreement for our Services, you must notify us in writing by email to firstname.lastname@example.org and termination will take effect from the date of receipt (as determined in accordance with clause 11).
15.2. Please note that if and when our agreement for Services are terminated, unless we agree with you otherwise, we will sell your investments and return the money we receive as a result to you. Subject to circumstances beyond our control, we will sell your investments within 2 business days (on which the relevant markets are open) of receiving your termination notice or our decision to exit you from our system (as applicable).
15.3. If the value of your investment(s) has fallen you will not get back the full amount you invested. Also, please be aware that we offer no refunds for payments due to us for Services provided.
15.4. Please note that by terminating a Stocks and Shares ISA, and therefore selling the investments within it, will have the effect of the Stocks and Shares ISA losing its tax free status. Please see our additional terms on our Stocks and Shares ISA for more information.
16. CHANGING OR REPLACING THESE TERMS
16.1. We may make changes to these Terms for the following reasons:
16.1.1. Changes to relevant law or regulation, or a decision of the Financial Ombudsman Service.
16.1.2. Changes to the way we are taxed (including the requirement to pay any government or regulatory levy), or the way you and / or your product are taxed.
16.1.3. Changes required by any regulatory or tax authority or industry guidance or codes of practice.
16.1.4. Changes in the way investment markets work, including changes in investment/securities dealing or administration which may affect your Clim8 Account.
16.1.5. To make the Terms easier to understand and any other changes that are not detrimental to you.
16.1.6. If it becomes impossible or impractical, in our reasonable opinion, to carry out any of the Terms as a result of circumstances beyond our reasonable control.
16.1.7. To reflect changes to our Services or the manner in which we provide them to you.
16.1.8. To reflect changes to the level of charges applicable to your Clim8 Account.
16.1.9. To reflect changes to the range of investments we make available to you from time to time.
16.1.10. To reflect improvements to our Services that technological, service or propositional enhancements have allowed us to make.
16.2. Changes to these Terms which are due to reasons outside our control (eg changes in legislation) or are not detrimental to you (eg improvements to the Services we are able to offer you) will take effect immediately and we will notify you at the next appropriate opportunity. We will not be liable to you for any failure or delay in performing our obligations under the Terms if such failure or delay is due to any cause outside our reasonable control. Events outside our reasonable control include, but are not limited to:
16.2.1. Acts of God, fire, earthquake, storm or flood.
16.2.2. Explosion, nuclear accident or collision.
16.2.3. Sabotage, riot, civil disobedience, strikes, terrorism.
16.2.4. Epidemic, national emergency (whether in law or fact), or act of war.
16.2.5. Any change to the law or regulation of a governmental or regulatory body.
16.2.6. Market conditions affecting the execution or settlement of transactions in respect of your Clim8 Account.
16.2.7. Any targeted network attack or interruption of the internet or other telecommunications service.
16.2.8. Loss of supply of essential services including electrical power and third party services.
16.2.9. Any other cause beyond our reasonable control which prevents us administering your Clim8 Account for a given period of time.
16.3. Otherwise, we will write and tell you about any material changes at least 30 calendar days before a change becomes effective and where this is reasonably possible. If it is not, we will write to you at the earliest opportunity after the change has taken place.
17. GOVERNING LAW
17.1. The law of England and Wales governs our Services and your Clim8 Account, and any matters or disputes related to these Terms will be subject to the exclusive jurisdiction of the courts of England and Wales.
18. ANTI-TAX EVASION AND ANTI-BRIBERY
18.1. You will ensure that neither you, nor any persons acting on your behalf in connection with this Agreement, shall by any act or omission commit, cause, facilitate or contribute to the commission by any person of a tax evasion offence or facilitation of tax evasion offence. For these purposes, a tax evasion offence includes cheating a public revenue authority or being knowingly concerned in, or in taking steps with a view to, the fraudulent evasion of tax and tax includes duties and social security contributions.
18.2. You will not do or omit to do any act or thing which constitutes or may constitute an offence under or breach of the Bribery Act 2010 or any other applicable anti-corruption legislation, or which would cause us to breach such legislation.
18.3. You shall as soon as reasonably practicable give us written notice upon a breach, or suspected breach, of any of your obligations in relation to this clause 19, and on your becoming aware of any allegation, investigation, evidence or report relating to a breach or possible breach of any of these requirements set out in this clause 19.
19.1. Clim8 Invest Ltd is an appointed representative of Wealthkernel Limited, which is authorised and regulated by the Financial Conduct Authority (“FCA”) and whose Firm Reference Number is 723719. (14) Clim8 Invest Ltd’s address is 1 Lyric Square, Lyric Square, London, England, W6 0NB. The investment management services provided under these Terms are provided by Wealthkernel Limited acting under the Clim8 Invest brand. WealthKernel Limited’s registered address is City Place House, 55 Basinghall Street, 6th Floor, London, England, EC2V 5DU. (15)
19.2. You may not assign or transfer any of your rights or responsibilities in relation to the Services we provide and your Clim8 Account.
19.3. These Terms constitute the entire agreement between you and us as the parties to it and supersedes any prior agreement or arrangement in respect of its subject matter and:
19.3.1. Neither party has entered into these Terms in reliance upon, and it will have no remedy in respect of, any misrepresentation, representation or statement (whether made by the other party or any other person and whether made to the first party or any other person) which is not expressly set out in these Terms;
19.3.2. the only remedies available for any misrepresentation or breach of any representation or statement which was made prior to entry into these Terms and which is expressly set out in these Terms will be for breach of contract; and
19.3.3. nothing in these Terms will be interpreted or construed as limiting or excluding the liability of any person for fraud or fraudulent misrepresentation.
19.4. In the event of your death, we will suspend taking instructions in relation to your estate. This means that we will continue to manage your Clim8 Account in accordance with any instructions you have given us so far. We also reserve the right to exercise our absolute discretion to make payments to HMRC to help you deal with inheritance tax. Otherwise, we will only take further instructions once we have been presented with a valid grant of representation from a court.
19.5. Unless and to the extent we agree otherwise in writing, a person who is not a party to these Terms have no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any aspect of them.
19.6. Each of the provisions of these Terms are separate, severable and enforceable. If any provision of these Terms is found by any court or body or authority of competent jurisdiction to be illegal, unlawful, void or unenforceable, such term will be deemed to be severed from these Terms and this will not affect the remainder of these Terms which will continue in full force and effect.
19.7. No waiver of any part of these Terms shall be effective unless in writing and executed by the us. No failure or delay by a person to exercise any right, power or remedy under these Terms shall operate as a waiver of that right, or any other right, nor shall any single or partial exercise of any right, power or remedy preclude any other or further exercise of that right or any other right, power or remedy.
20.1. It is important to us that you understand and are happy with these Terms, the Data Terms and any Personal Investment Report you receive. If you have any questions or something doesn’t make sense please let us know by emailing us at email@example.com. Unless we agree otherwise in writing, these Terms, the Data Terms and any Personal Investment Report you receive apply to all Services we provide to you and any associated work.
20.2. If you are happy with these Terms and the Data Terms, please indicate below that you consent to be bound by these documents. We need this consent before we can provide you with our Services.
20.3. Please note that by agreeing to these Terms you:
20.3.1. acknowledge that you have read these Terms at the Data Terms carefully, and agree that understand that they apply to all the Services you receive.
20.3.2. acknowledge that you have received and consented to our Best Execution Policy, and expressly instruct us to act in accordance with that policy.
20.3.3. elect not to receive information on every transaction we execute on your behalf, but rather to receive our reports every 3 months (unless we have agreed otherwise).
20.3.4. agree that any Personal Investment Report you receive is an accurate and fair description of your financial situation, and you agree to be bound by its requirements.
20.3.5. authorise the transfer of information, on a confidential basis, as required under these Terms, between third parties.
This Annex forms part of the Terms agreed between you and us. Defined terms used but not explained in this Annex have the meaning set out in the main body of our Terms.
1. ASSISTANCE WITH SELECTING THE INVESTMENT STRATEGY THAT IS MOST SUITABLE FOR YOUR NEEDS
1.1. Using the App, you will provide us with focused information to assess your objectives, attitude to risk and capacity for loss. We will first determine if investing is suitable for you. If so, we will then recommend an investment strategy that matches your profile. You must answer our questions yourself and to the best of your ability to ensure the accuracy of our recommendation.
1.2. You must provide us with such information as we may require to ensure that our recommended investment strategy is suitable for you. The reason for assessing suitability is to enable us to act in your best interests. (16) It is important that you take responsibility for ensuring that all information you provide to us is accurate and up-to-date. We are entitled to rely on the information provided by you unless we are aware or ought to be aware that the information is manifestly out of date, inaccurate or incomplete.
1.3. We will make our recommendation from a restricted range of investment strategies which invest in a restricted range of financial instruments, selected by our investment committee. Further information on how we select our investments can be found on our website under Frequently Asked Questions, which can be accessed through the App directly. When constructing our investment strategies the investment committee does not take into account your unique personal circumstances but our recommendation as to which one, if any, is suitable for your needs does. When we make a recommendation, it will concern the sums you are willing to commit at the relevant time. In other words, our recommendations only take into account the suitability of our service for you based upon the information that we have collected.
1.4. If you:
1.4.1. are unsure about whether to invest,
1.4.2. feel that your needs go beyond the scope of the Services which we provide, or
1.4.3. feel that there is relevant information impacting your investment needs which you have not provided to us,
we recommend that you seek independent financial advice.
1.5. We will ask you to update your suitability assessment periodically, and at least one a year (and more frequently if we feel that this is in your best interests). We may also ask you for further information from time to time where we feel this is helpful for our suitability assessment.
1.6. On the basis of our periodic suitability checks, we may recommend an alternative investment strategy, or that you close your Clim8 Account with us. In addition, we reserve the right to not provide any and / or all our Services to you should we determine that either the Service you have request is not suitable or that we have insufficient information to ensure that our Services are suitable.
2. DISCRETIONARY INVESTMENT MANAGEMENT OF YOUR INVESTMENTS
2.1. Once we have determining which of our investment strategies (if any) are suitable for you, we will allow you to proceed to use our discretionary management services. This is a service where we manage your investments at our discretion, in accordance with an agreed investment mandate. This mandate will be explained to you in your Personal Investment Report, made available to you in the App.
What is our discretion when managing your investments?
2.2. We will manage your assets, on a discretionary basis, in accordance with your Personal Investment Report and these Terms. This means that we will, normally acting as your agent, have complete discretion in respect of your portfolio to enter into any kind of transaction on your behalf, using a broker or agent if we choose. We will also undertake any corporate action decisions which we reasonably believe necessary on your behalf. (17)
2.3. We also have the right to change your investments should circumstances change, for example you withdraw your money so that what is left is not sufficient to justify the strategy being used. We may also exercise this right if the nature of your investments change to the point they no longer match with the requirements of your Personal Investment Report.
2.4. In providing our discretionary investment management service to you we may decide at our discretion whether or not to procure the exercise of any voting rights attaching to your investments. Unless instructed otherwise, we shall be entitled to exercise such rights at our discretion, providing that we are in compliance with our conflicts of interests policy, which can be found in our regulatory FAQs within the App.
3. EXECUTION SERVICEs
3.1. We arrange execution of transactions using a third-party execution service provider. You should only invest with us if you consent to our Order Execution Policy, which has been provided to you in your document vault and in the regulatory FAQs within the App. This sets out how we ensure that, when executing transactions on your behalf, all sufficient steps are taken to obtain the best possible result for you on a consistent basis, taking into account relevant factors, including: price, cost, speed, likelihood of execution and settlement, size, nature or any other consideration relevant to the execution of your order.
3.2. Furthermore, by investing with us you confirm that:
3.2.1. Where we feel it is appropriate to execute an order outside a trading venue, you expressly consent to us doing so;
3.2.2. In the case of a client limit order in respect of shares admitted to trading on a trading venue which is not immediately executed under prevailing market conditions, you expressly instruct us not to take measures to facilitate the earliest possible execution of that order by making public immediately that client limit order in a manner which is easily accessible to other market participants; (18) and
3.2.3. We may aggregate your order with those of other clients. Whilst we will act fairly, the effect of this aggregation may work to your disadvantage in relation to a particular order.
3.3. Please note that we also need to comply with the rules and regulations of the relevant investment markets and exchanges. As such, by agreeing to these Terms, you authorise us to take all steps that may be required or permitted by these relevant markets or exchanges, as well as to generally act in accordance with good market practice.
4. CUSTODY SERVICE
4.1. We use a third-party custody provider to take custody of your assets, and references to “we”, “us” and “our” in paragraphs 4.2 to 4.11 are references to that third-party custody provider. The third-party custody provider we have selected for these purposes is Wealthkernel Limited, however we reserve the right to change our custody provider at which point we will give you reasonable advance notice, where practicable, of this change. You will be treated as accepting any such change unless you tell us that you do not agree to the change, in which case you have the right to terminate these terms and conditions by giving us notice at any time before the change comes into effect.
4.2. How will we look after your investments?
4.2.1. Your investments will be registered in the name of a nominee company (“Nominee”), who will be controlled in accordance with the FCA Rules. The Nominee will hold onto your investments on your behalf and you will be their beneficial owner. We will be responsible for our Nominee with respect to its compliance with the FCA Rules on custody. (19)
4.2.2. All client assets will be held separately from our own assets and investments, meaning that at any time we will be able to identify your entitlement. We will not register our own assets and investments in the same name as your assets and investments, unless doing so is permitted under the FCA Rules. Before registering our own assets and investments in the same name as your assets and investments we will consider whether there is any way to avoid doing this.
4.2.3. We may pool your investments with those of our other clients in an omnibus account. This means that your investments might not be identifiable individually when looking at the relevant company register. Within our own system, however, your individual entitlement will be clearly identifiable.
4.3.1. It might be necessary for us to appoint third party sub-custodians (“Sub-Custodians”) to act on our behalf and who will hold onto your investments for us. Under this agreement you authorise us to appoint such Sub-Custodian(s) from time to time. Your assets will typically be held by them in pooled accounts, and will be kept separate from assets belonging to us or any Sub-Custodian.
4.3.2. We will exercise due skill, care and diligence when selecting, appointing and conducting periodic review of any Sub-Custodians in accordance with FCA Rules, and we take responsibility for the acts and commissions of any Sub-Custodians to the extent this is required under the FCA Rules of other applicable national law. (20)
4.3.3. When entering into written agreements with a Sub-Custodian for the purpose of arranging for them to keep your investments safe for you we will comply with applicable FCA Rules.
4.4. How will we look after your overseas investments?
4.4.1. If you make investments overseas your investments might be held by an overseas Sub-Custodian appointed by us. If this is the case your investments might be registered in our name or the name of the overseas Sub-Custodian. Before this occurs we will take reasonable steps to determine that it is in your best interests for this to happen and that it is not practical for us to do otherwise, because of the nature of applicable law or market practice. When taking these steps we will make adequate investigations of the overseas jurisdiction by reference to local sources.
4.4.2. We will only allow your investments to be held by an overseas Sub-Custodian in an overseas jurisdiction that regulates and supervises the safekeeping of investments for another person who is subject to such regulation and supervision.
4.4.3. We will not allow your investments to be held by an overseas Sub-Custodian in a country that does not regulate the safekeeping of investments, unless the nature of your investments or the investment services connected with them are such that it requires they be held in that country.
4.5. Unclaimed assets and investments
We may liquidate your investments and pay the money to charity, in accordance with the FCA Rules, if we do not hear from you in relation to your investments for at least 12 years.
Where we have done so we undertake to pay you a sum equal to the value of the asset at the time it was liquidated or paid away, should you claim an asset in the future.
4.6. How will we look after your money?
4.6.1. When holding onto your money we will treat it as client money in accordance with the FCA Rules, unless stated otherwise in these Terms or as provided under applicable law.
4.6.2. We will hold your funds separately from our own and deposit them in a client bank account with a CRD credit institution or other institution approved for this purpose, in accordance with the FCA Rules. The client bank account will, among other things, be free of lien and will be set up with statutory trust status. We may hold your money in a pooled account with other client’s money.
4.6.3. We will exercise all due skill, care and diligence in the selection, appointment and periodic review of the third party bank with whom we deposit your money and the arrangements for the holding of your money, in accordance with the FCA Rules. When making the selection, appointment and conducting the periodic review of the third party bank we will take into account those relevant matters required by the FCA Rules.
4.6.4. We will not be responsible for acts, omissions or default of the third party bank.
4.6.5. We might allow another third party, such as an exchange or clearing house, to hold your money. We will only do so:
126.96.36.199. for the purpose of one or more transactions for you through or with that third party; or
188.8.131.52. to meet your obligation to provide collateral for a transaction.
4.6.6. In the event that your money has been deposited with another third party (such as an exchange or clearing house) we will not be responsible for their acts, omissions or default.
4.6.7. In the event of our insolvency your money, by virtue of having been separated from our assets and held in a client bank account, will not be available to our creditors. However, should a third party with whom your money has been deposited default the following may happen:
184.108.40.206. UK bank accounts: If your money has been deposited in a UK bank account it will typically be held in a pooled account with other client’s money. If the third party bank defaults and there is a shortfall that cannot be met, then you may have to share in the loss according to the proportion of the funds attributable to you in the pooled account.
220.127.116.11. Non-UK bank accounts: If your money has been deposited in a non-UK bank account you face the same risk of loss as you would for a UK bank account. Additionally the laws of that country might be different from the laws and regulations in the UK. Your money might be less secure and might be treated differently than it would have been treated if it had been held in a UK bank account.
18.104.22.168. Other third parties: If your money has been passed on to another third party there is a risk that you could suffer financial loss if that third party defaults. These third parties will not always be able to keep your money separate from their money. This means that if they become insolvent we will only have an unsecured claim against them on your behalf. This means that they might not be able to pay us enough money to cover all of our clients unsecured claims.
4.7.1. Interest will not be payable on cash balances held by us on your behalf, unless we have agreed otherwise in writing.
4.8. Unclaimed client money
4.8.1. You agree that we may pay funds held by us on your behalf in a client bank account to a registered charity of our choice, if:
4.8.2. we have taken reasonable steps to try and contact you in accordance with the FCA Rules; and
4.8.3. there has been no movement on your account for at least 6 years (excluding payment or receipt of interest, charges or other items).
4.8.4. If the sum of money paid away to charity is greater than £25.00 we promise to pay you a sum equal to that which has been paid away, so long as you can bring evidence to support your claim. If that sum is less than £25.00 we will not compensate you.
4.9. Minimum Balance
4.9.1. We will notify you as soon as possible should your account balance fall to the point where the charges are greater than the credits.
5.1. A statement showing the composition and initial value of your portfolio is provided in the portfolio section in the App. When you instruct us to start providing our discretionary management service, we will acknowledge our instruction to you in writing, usually by email.
5.1.1. We will provide you with the following periodic reports, which will be provided either by email or through the App: (21)
22.214.171.124. An annual statement of how your investments meet your preferences, objectives and other characteristics. (22)
126.96.36.199. An annual statement providing information about all costs and charges you have incurred in relation to our Services, including an illustration showing the cumulative effect of costs on return in relation to our Services. (23)
188.8.131.52. A report every three months with valuations of your investments, so that you can see how they are performing, including a comparison against a suitable benchmark.
1. TERMS FOR THE STOCKS AND SHARES ISA
1.1. This Clause applies in addition to the rest of these Terms if you hold or are considering holding a Stocks and Shares ISA with us. If there is a conflict between this Clause and the rest of these Terms, this Clause will take priority.
1.2. If you are an individual aged 18 or over you may subscribe for a Stocks and Shares ISA with us, if you are:
1.2.1. a UK resident;
1.2.2. performing duties as a Crown employee serving overseas and paid out of the public revenue of the United Kingdom (typically a serving member of the armed forces, or a diplomat), or
1.2.3. married to, or in a civil partnership with, such a person
Please note that, if you decide to hold a Stocks and Shares ISA with us, you and we are required to comply with the terms set out in this section. Please note that WealthKernel Limited will be the ISA Manager and be entirely responsible for the provision of ISA manager services.
How Do I invest in an ISA
1.2.4. You may subscribe to an ISA for the current tax year and each subsequent tax year by sending funds from your bank or transferring a current tax year ISA. You may do so by bank transfer, transfer of cash from an existing portfolio held with us or by transfer from another ISA Manager (subject to HMRC’s ISA transfer rules).
1.2.5. You can only subscribe to one Stocks and Shares ISA within each tax year. The total of contributions to be invested in any tax year cannot be more than the maximum permitted to be invested in a stocks and shares ISA by the Individual Savings Account Regulations 1998 (“Regulations”) for that tax year.
1.2.6. Your ISA investment will commence on the day we have both a valid application and receipt of your first subscription, or where you are transferring to us from another ISA Manager, on the day we have both a valid transfer application form and receipt of the proceeds of transfer from your previous ISA Manager.
1.3. How do we manage your ISA?
1.3.1. We will invest your Stocks and Shares ISA in accordance with your instructions and these Terms, and subject always to the requirements of HMRC.
1.3.2. For each new tax year, all contributions to your account will be allocated first to your Stocks and Shares ISA account until the maximum subscription is reached for that year, or until your own pre-set limit. Once the maximum subscription or your own pre-set limit is reached, future contributions are allocated to the non-ISA remainder of your account.
1.3.3. If we decide to delegate any of our functions or responsibilities under the terms agreed with you, we will first satisfy ourselves that any person to whom we delegate is competent to carry out any of those functions and responsibilities.
1.4.1. You must always remain the beneficial owner of any investments held in your Stock and Shares ISA and you must not dispose of or transfer any interest in any investment while it is held in your ISA account. Additionally you must not create any charge or security on or over any investments held in your ISA account; for example you must not use them as security for a loan.
1.4.2. Your investments will be registered in the name of our nominee company. Share certificates and other documents evidencing title to ISA investments will be held by us in our capacity as Custodian or as we otherwise direct. Please see Section IV below for the terms governing our service as Custodian to you.
1.5. Shareholder rights
You can ask us to arrange for you to:
1.5.1. attend and/or vote at shareholders’ and securities holders’ meetings; and
1.5.2. receive annual report and accounts, and any other information issued to shareholders and security holders
Please note that we reserve the right, on providing prior notice, to charge you a fee purely to cover our administrative costs in making these arrangements.
You authorise us to disclose to HMRC all such information as required by law. We will notify you by email if, by reason of any failure to satisfy the provisions of the Regulations, your Stocks and Shares ISA has or will become void.
1.7.1. You can transfer all or part of your ISA, together with all rights and obligations, to another ISA Manager (the new ISA Manager). If you want to transfer your whole ISA to the new ISA Manager then we will transfer all subscriptions you have made in the current tax year and previous tax years. If you only want to transfer part of your ISA to the new ISA Manager then you can transfer any part of the previous tax years’ subscriptions but if you want to transfer your current tax year subscriptions then all of these must be transferred as it is not possible to transfer only part of your current tax year’s subscriptions.
1.7.2. When we receive your written instructions we will transfer all or part of your ISA to the new ISA Manager in accordance with the Regulations. We will carry out the transfer within a time stipulated by you, subject to a reasonable period, which will not exceed 30 calendar days, to allow us to carry out the transfer.
1.8. Withdrawals and cancellation
1.8.1. You can also instruct us to transfer to you all or part of your ISA investments and any interest, dividends, rights or other proceeds arising from them, or sell all or some of the investments in your ISA and pay you the sale proceeds in respect of your investments (a “withdrawal”). We will complete the withdrawal within a reasonable period stipulated by you but it may take up to 30 calendar days from the date we receive your instruction.
1.8.2. Please note any withdrawals will cause the withdrawn investments to lose their tax-efficient status. Amounts invested into your ISA and later withdrawn will still count towards your relevant annual ISA allowance.
1.8.3. In addition to the ability to withdraw from your ISA, you may also cancel your ISA, if you meet the requirements set out in “Cancellation Rights”, above. Exercising your cancellation rights within the relevant period will means that your investments will be treated as never having entered the ISA, and so will not count towards your annual ISA allowance.
1 COBS 8A.1.4EU
2 COBS 3.3.1AEU
3 COBS 2.3B
4 COBS 6.1ZA.12 R (2)
5 COBS 6.1ZA.22R
6 COBS 6.1ZA.22 (3)R
7 SYSC 10.1.7R
8 SYSC 10.1.8; SYSC 10.1.9A
9 COBS 6.1ZA.5 EU (i)
10 COBS 2.3A.19
11 COBS 6.1ZA.5
12 COBS 6.1ZA.5
13 COBS 4.5A.8EU
14 Gen 4 Annex 1
15 COBS 6.1ZA.5
16 COBS 9A
17 COBS 8A.1.4EU
18 COBS 11.4.1R
19 COBS 6.1ZA.9 EU
20 COBS 6.1ZA.9 EU
21 COBS 6.1ZA.5EU.
22 Article 25 (6) Directive 2014/65/EU
23 COBS 6.1ZA.12 R (3); COBS 6.1ZA.14 EU