Terms & Conditions

January 2020

Legal Agreement

This is a legally binding agreement. It regulates both your and our responsibilities and liabilities towards each other and includes important information about the services that we provide to our customers.

You should read this document carefully and ask for independent professional advice if anything is unclear or if you have any questions.

Do not use our services if you are unclear about anything in this document, or if you do not agree to any of its terms. If you use our services, you will be deemed to have agreed to this document, and it will establish a contract between you and us.

This agreement is governed by English law.

Default Terms

We use some terms throughout this Agreement that have specific meanings. They are as follows:

“Available Funds” means the total amount of funds that you have available to buy Securities using our Services. Your Available Funds will be displayed to you as part of the Service. This amount can be topped up through a transfer of funds from your Nominated Bank Account or through the sale of Securities that you hold through our Services (however when you sell Securities, your Available Funds will only increase once the relevant transaction has settled and the proceeds have been allocated to your account). Your Available Funds will decrease when you buy Securities (where you commit to buying Securities, when we will deduct the amount of the transaction and related fees and costs from your Available Funds even before the buy transaction has been settled), or when you withdraw funds.

“Custodian” means a bank or other third party appointed by us from time to time, to hold our clients’ Available Funds or Securities that they have purchased through our Services. We may also use one or more of our group companies or affiliates to acts as a Custodian. Please see the “Use Of Custodians” sections in particular, which provides more information about how we choose Custodians and what would happen if one of our Custodians should be unable to pay any of your funds or Securities that they hold.

“Cut-Off Time” means the time of day when we stop taking new Instructions for processing that day. This may be a different time for different markets, details of which will be provided through our mobile application or on our website.

“Ethical Capital“, “we“, “our” or “us” means Ethical Capital Limited, our details are set out in the “About Us” section below.

“Ethical Capital Account” means a unique account that you will have with us. Your Ethical Capital Account will contain your personal details, will be linked with your Nominated Bank Account and will contain a summary of transactions you have executed using our Services, as well as the amount of Available Funds. It is important that you ensure the security of your Ethical Capital Account – please see the section on “Account Security” in particular.

“Instructions” means any instruction that we receive from you or from your Ethical Capital Account, through such means as we may from time to time permit, in which you request us to perform certain activities with respect to your Ethical Capital Account and/or the Services, including (by way of example) an instruction to buy or sell a Security, or an instruction to transfer some of your Available Funds to your Nominated Bank Account.

“Loss” means any allegation, claim, cost, expense, damage or other loss of whatever nature, and howsoever arising.

“Nominated Bank Account” means the bank account nominated by you at the time that you register for the Service, or changed by you from time to time through the Service, from which you will transfer funds to us (that we will add to your Available Funds) and into which we will pay your Available Funds when you make withdrawals through our Services.

“Services” means the services that we will provide to you, as set out more fully in the “Our Services” section below.

“Securities” means shares, stocks, bonds or other types of instruments that can be bought or sold through our Services. These change from time to time.

When we use the term “including” or where we give examples, that does not mean that the specific items we mention are an exhaustive list or that we only mean those specific items.

Our Services

Subject to you having sufficient Available Funds, we will provide you with the ability to buy and sell certain types of Securities (you can either buy and sell a specific number of Securities, or tell us how much you want to spend – in which case you will buy or sell fractions of Securities) through the use of our mobile application, and we will arrange for those Securities to be held for you by our chosen Custodians from time to time. We will also arrange for your Available Funds to be held for you by our chosen Custodians. We refer to these as the “Services” that we will provide to you.

Our Services are the same for all of our clients. We do not offer tailor-made services to any of our clients and we do not offer any advice as to whether or not our Services are suitable to any of our clients. It will be your responsibility, at all times, to ensure that the Services we offer (including the functionality that we offer and the way(s) in which we deliver the Services), including any changes to the Services, are suitable to your specific needs and circumstances. If our Services do not meet your needs, you should stop using our Services.

We will categorise and treat you as a “retail client” as defined by the Financial Conduct Authority in the United Kingdom, without any exception. As a result, you will benefit from the regulatory protection afforded by the relevant rules.

Changes To Our Services

Our Services may change from time to time. These changes could include, by way of example only: (i) adding features or functionality to our Services, (ii) removing features or functionality from our Services, (iii) changing the countries whose residents are allowed to use our Services, (iv) changing the look and feel of our website or mobile applications, (v) changing the way in which our Services are delivered, (vi) changing the functionality of these delivery mechanisms, (vii) changing the systems that we use to deliver the Services, and (viii) changing the third parties we use or rely on to be able to deliver the Services. This is not an exhaustive list of the types of changes that we may make.

You will not necessarily be notified of any changes to our Services before we make them, or before they take effect, so you should always make sure that our Services remain suitable to your specific needs and circumstances, and to stop using our Services if that is no longer the case.

If we do make changes to our Services and, as a result, we are no longer able to offer our Services to you (for example, if we should ever need to remove a country from the list of countries whose residents are allowed to use our Services), we will take reasonable steps to try to notify you of this (by email, through our mobile application or website, or through other means) in advance of the change taking effect. We may not always be able to provide advance notice of such a change. However, that fact that we may not, or may not have been able to, give you advance notice of a proposed change will not stop us from implementing that change.

Your right to use our Services will cease immediately and automatically from the moment that our Services are changed in such a way that we can no longer provide them to you. In such an event, we may either freeze your account (which means that you will no longer be able to issue buy or sell Instructions to us) and/or we may close your account (please refer to the section on Consequences of Termination for a description of what will happen if your Ethical Capital Account is closed).

You hereby agree that neither Ethical Capital nor any of our group companies, directors, staff, agents, suppliers or contractors will have any liability, of whatever nature and howsoever arising, for any Loss arising from any changes that we may make to our Services.

Our Fees and Costs

The fees that we charge for the provision of the Services, as well as the manner in which we charge those fees, is described in a separate fees section on our mobile application or our website. The amount of our fees, as well as the nature of our fees, may change from time to time.

When you initiate a transaction through our Services, all fees that we will charge in connection with that transaction, as well as associated costs (such as taxes, stamp duty and other duties, as well as levies and charges) related to that transaction, will be displayed to you so that you can see the total cost to you of that transaction. You hereby irrevocably authorise us to deduct all fees, costs, taxes and levies (as well as the cost of the Securities in question, when you initiate a buy transaction) from your Available Funds, at the time that you commit to the transaction.

If the amount of your Available Funds is insufficient to cover the full cost of a transaction (including our fees, costs, taxes and levies and the cost of the Securities in question when you initiate a buy transaction), you will not be able to complete the transaction and will need to top up your Available Funds first before you will be able to complete that transaction. All fees are inclusive of VAT where applicable.

Alpha Users

In return for a fee (the “Alpha fee”), Alpha users will be charged differently to non-Alpha users for their use of some Services as displayed on our mobile application and our website.

When you sign up to become an Alpha user, we will periodically deduct the necessary Alpha fee from your Available Funds, and you hereby irrevocably authorise us to do so. You are entitled to cancel your status as an Alpha user at least 30 days prior to the date on which your next Alpha fee becomes due, but you will not be entitled to a refund of any Alpha fees already paid.

You are entitled to cancel your status as an Alpha user by using the cancellation methods in our mobile application, within 14 days from the date on which you first became an Alpha user. If you cancel within this 14-day period, we will refund to you all Alpha fees that you actually paid and we will treat you as someone who has never been an Alpha user. That means you will become liable for any fees that you would have had to pay us as a non-Alpha user during that period, and you hereby irrevocably authorise us to deduct all such fees from your Available Funds. Once the 14-day period has lapsed, you are no longer entitled to a refund of the Alpha fee.

Ability to Sell Your Securities to Recover Our Fees

If the amount of your Available Funds is insufficient to cover any fees that you owe us, for example the Alpha fee, you hereby irrevocably authorise us to sell such number of Securities that you have acquired through our Services and that you hold with us, and to use the proceeds of that sale to cover our fees. Where we do so, we will select which Securities we will sell and we will have no duty to select any specific Securities that you may wish us to sell. We will use reasonable endeavours to sell only so many Securities as will cover the fees you owe us; however that may not always be possible, and where the amount we receive as a result of such a sale exceeds the amount you owe us, we will credit your Available Funds with the excess.

Securities

The Securities that can be traded using our Service may change from time to time. Currently, the only Securities that can be traded through our Service are shares in listed companies on certain stock exchanges.

We may, from time to time, add to or remove from our Services, certain stock exchanges, specific Securities and/or types of Securities, and/or impose restrictions or limitations on certain Securities and/or volumes of Securities. This means the Securities that you will be able to trade using our Services may change over time.

We do not guarantee that any specific Securities, types of Securities or stock exchanges that may be available at any given point in time will always remain available or accessible through our Services. If we remove a Security from our Services, it will mean that you will no longer be able to issue buy Instructions for that Security through the Services. We will, however, unless we are prevented from doing so (including where trade in that Security has been suspended) allow you to issue sell Instructions in relation to any of that Security that you hold through our Services.

We do not, as part of our Service, hold or offer to hold any share certificates or similar instruments.

No Investment Or Other Advice

The Services that we offer are what is known as “execution-only” services. That means, we will (subject to the remainder of this Agreement) execute your Instructions without investigating or advising on the suitability or otherwise of the investment or your Instructions. We do not provide or offer any investment or other advice, including advice on the suitability of any particular investment or investment strategy.

You agree that, by using our Services, you are responsible for your own investment decisions (i.e. the decision to buy, sell, withdraw monies, etc.) and investment strategy and that you have sufficient knowledge and experience to make those decisions, taking into account the risks associated with investments generally or a particular nature. If you are unsure of any investment or investment decision, you should seek the services of a qualified and registered financial adviser before you make the investment or decision.

You agree that, when you provide an Instruction to us through our Services, we will be entitled to assume that you have considered the risks and merits of the proposed Instruction and taken independent advice where necessary.

We may from time to time publish general or specific information or commentary on our mobile application, our website, in the general press, through communications with you or otherwise. You agree that none of that information or commentary will ever constitute investment advice by us, and you should never treat it as such.

You hereby agree that neither Ethical Capital nor any of our group companies, directors, staff, agents, suppliers or contractors will have any liability, of whatever nature and howsoever arising, for any Loss arising from your decision to buy or sell Securities through our Services or otherwise through the use of our Services.

Risk Warnings

You acknowledge and understand that we do not carry out any assessment of any nature (including the suitability of our Services to your specific circumstances or your requirements, or your ability to suffer Losses incurred as a result of market movements) before we allow you to use our Services or before we will act on your Instructions.

By using our Services, you acknowledge and understand that: (i) the Securities available to you through our Services may not be suitable for everyone, (ii) the value of your investments may go up and may go down, (iii) investment carries an inherent risk that you may lose some or all of the monies that you have invested and (iv) your liability to tax is dependent on your personal circumstances and independent advice should be sought if required.

You will bear all risk of sending Instructions to us, even if they are incorrect or do not reflect your requirements. You acknowledge and agree that we may execute your Instructions exactly as we have received them, and agree that neither Ethical Capital nor any of our group companies, directors, staff, agents, suppliers or contractors will have any liability, of whatever nature, to you or anyone else for any Loss that you may suffer as a result of us executing your Instructions as we have received them.

Your Nominated Bank Account

You are required to nominate a bank account located within the United Kingdom, at the point in time that you register for our Services. This will be your “Nominated Bank Account” from which we will accept transfers of funds and to which we will transfer your funds, based on your Instructions.

You may change your Nominated Bank Account to another bank account located within the United Kingdom, using the mechanisms that we provide for this purpose as part of our Services and subject to any anti-money laundering checks we deem to be required before accepting the change.

We do not currently accept bank accounts outside of the United Kingdom, bank accounts denominated in a currency other than Pounds Sterling or joint accounts.

You hereby confirm and warrant that you are the sole account holder of your Nominated Bank Account, that it is held in your own name, and that you are authorised to allow us to accept funds transferred from that Nominated Account and to transfer funds into your Nominated Bank Account.

Use Of Custodians

We use third party Custodians to hold our clients’ funds (including your Available Funds) and Securities for them. In the case of Securities purchased by you through our Services, we may use our own nominee company, Ethical Capital Nominees Limited, which is also a Custodian. We will require those Custodians to hold your Available Funds and Securities in accordance with the rules of the Financial Conduct Authority in the United Kingdom, including that all cash should be held in a segregated and designated client money bank account (to be clear, you will not have your own account with our Custodian, there could be a single account in which all of our customers’ funds, including yours, will be deposited).

We will conduct reasonable investigations and make reasonable enquiries concerning the financial standing of our Custodians before we appoint them, and will continue to use reasonable endeavours to monitor their financial standing and general conduct of their business for so long as they remain appointed by us.

The decision as to which Custodians to use, including changes to Custodians, will rest solely with us.

While we will typically use Custodians that will hold our clients’ funds (including your Available Funds) and Securities in the United Kingdom, we may also, in our sole discretion and based on the Securities in which you make Instructions, appoint Custodians to hold funds and/or Securities abroad. We will use reasonable endeavours to ensure that the level of protection afforded by Custodians who hold funds and/or Securities abroad will be materially the same as the level of protection afforded by our Custodians who hold funds and/or Securities in the United Kingdom, however you should be aware that there may be differences.

You agree that neither Ethical Capital nor any of our group companies, directors, staff, agents, suppliers or contractors will have any liability, of whatever nature and howsoever arising, for any loss of or reduction in your Available Funds or Securities while held by our Custodians (including if one of our Custodians should become insolvent or otherwise unable to transfer your Available Funds or Securities) or for any delay in those Custodians transferring your Available Funds or Securities based on your Instructions. We will, however, use all reasonable endeavours to assist in efforts to recover your Available Funds or Securities, should there be a loss of or reduction in your Available Funds or Securities while held by our Custodians.

Your Securities

The Custodian that holds Securities that you have acquired through our Services will have legal title to those Securities and will hold those Securities in its name – in other words, the Custodian’s name will appear on all registers, etc. that show who the owner of those Securities is. However, you will be the beneficial owner of those Securities – in other words, as between you, us and the Custodian, you are the ultimate owner of those Securities.

A person who holds Securities may from time to time be invited to cast votes in relation to the company whose Securities those are, attend meetings of those companies, subscribe for additional Securities and/or to take other actions, all on account of the fact that that person is a holder of those Securities. These are sometimes referred to as “corporate actions”. The registered holder of those Securities will be informed of these corporate actions (i.e. the Custodian in this case). You hereby: (i) acknowledge and agree that we will have no duty to inform you of any corporate actions related to any Securities that are beneficially owned by you through our Services, even if we become aware thereof, (ii) irrevocably waive your right to exercise any corporate actions that may be exercised by the holder of the Securities that you beneficially own through our Service, and (iii) agree that the Custodian may in its discretion act on those corporate actions as it sees fit (which may include not to take any action at all).

To the extent that your Securities entitle the holder thereof to any proceeds (for example, dividends or interest in the form of cash) or to other benefits (for example, Securities issued by way of a rights issue) we will, promptly after having been informed of those proceeds or benefits, use reasonable endeavours to collect those from the relevant Custodians and (i) credit your Available Funds with the amount of that dividend that pertains to your holding once we have received those proceeds in cleared funds, or (ii) update our records to show the increased number of Securities held by you.

We are under no obligation to initiate or defend any legal action (including class action), join any shareholder action, or take any action with respect to your Securities (other than as set out above) that will require us to incur any expense – and we are not obliged to require any Custodian to do so – in respect of Securities that you hold through our Services.

Interest On Your Available Funds

Your Available Funds will not attract any interest, even if they are in credit. You acknowledge that we may receive interest on all of our clients’ funds held by our Custodians, and hereby waive your right to claim payment of any part of such interest.

To the extent that any of your Available Funds are held in the United States, those funds will be swept into money market funds overnight. To the extent that any of your Available Funds are held in the United Kingdom, those funds will be held in client money account provided to us by a bank.

How We Execute Instructions To Withdraw Funds

When you send us an Instruction to withdraw funds from your Available Funds, we will only act on Instructions to transfer the amount you have decided to withdraw to your Nominated Bank Account. We will not accept any Instruction to transfer any of your Available Funds to any source or account, other than your Nominated Bank Account.

Our responsibility, when you send us an Instruction to withdraw from your Available Funds, is to instruct our Custodian that holds your Available Funds to transfer those funds to your Nominated Bank Account. We are not responsible for any delays in the transfer of funds.

You hereby irrevocably agree that, if we transfer funds to your Nominated Bank Account, we will have fulfilled our duties to you in respect of that transfer.

You may be responsible for fees and expenses that your bank imposes on you in respect of the transfer of funds to your Nominated Bank Account. Ethical Capital will not be responsible for any of those costs or expenses.

ForEx Securities

The following special terms apply in relation to all ForEx Securities, in addition to the other terms of this Agreement.

Since ForEx Securities are denominated in a currency different from that of your Nominated Bank Account, we need to arrange for a foreign exchange conversion at the point in time that the Instruction to buy or sell those ForEx Securities is executed.

We will convert Instructions for ForEx Securities into the currency of your Nominated Bank Account, and display the converted price, at the time that you are requested to confirm the Instruction. This price will include the cost of converting the price from the currency of your Nominated Bank Account into the currency of the ForEx Securities as well as the conversion rate that we apply.

For Instructions that are batched for execution after the next Cut-Off Time, the price we show is in indicative price and the actual converted price may vary, depending on movements in the foreign exchange markets between the time that you placed the Instruction and the time that the Instruction has been executed. The same applies if there is a delay between the time that you place an Instruction and the time that the Instruction is executed.

Where any additional information is required in relation to any Instruction related to ForEx Securities, such as tax information, you agree to provide that information to us promptly when we request it, and undertake to provide accurate, complete and not misleading information. Where this information is required to be provided before an Instruction can be placed or executed, you agree to provide that information to us as a condition to us accepting the Instruction for execution.

You should be aware that transactions in relation to ForEx Securities will be executed at such times as the relevant market dictates. These times may be different from the usual times at which transactions in relation to Securities will be processed, and may be at times that differ from the usual Cut-Off Time. As a result, there may be a difference in the price for the ForEx Securities at the time that your Instruction has been executed and the time that you have placed your Instruction.

You agree to complete any relevant tax documentation, including but not limited to a W-8BEN form, when it is made available to you through our mobile application or our website and before giving any Instruction to trade in ForEx Securities.

You agree that neither Ethical Capital nor any of our group companies, directors, staff, agents, suppliers or contractors will have any liability, of whatever nature and howsoever arising, for any Loss arising if the price at which an Instruction for ForEx Securities is different at the time of execution compared to at the time that the Instruction was placed.

Availability Of The Services

While we target to have our Services available without interruption, we cannot guarantee that our Services will always be accessible by you, always available, always functioning properly or error-free.

We may, from time to time, suspend our Services to perform routine or emergency maintenance or to upgrade or replace our systems. Where this is the case, we will use reasonable endeavours to notify you of any planned downtime, however we may not always be able to provide you with advance notice.

Because we do not offer a phone dealing service, if our Services are unavailable for whatever reason, or if you are unable to communicate with our Systems, this may affect your ability to trade through our Services, withdraw funds, cancel Instructions before they are executed and/or otherwise send us Instructions. You agree that neither Ethical Capital nor any of our group companies, directors, staff, agents, suppliers or contractors will have any liability, of whatever nature and howsoever arising, for any Loss arising as a result of your inability to access our Services, whatever the reason or cause for that inability.

Account Security

You are responsible for ensuring that your Ethical Capital Account cannot be accessed by third parties. We are entitled to assume that any Instruction received by us from your Ethical Capital Account is a valid Instruction, issued by you – even if the Instruction was issued by someone who gained unauthorised access to your Ethical Capital Account.

You must keep your login details and passwords that you use to access your Ethical Capital Account, safe and secure and not allow any other person to know or obtain those details. If you have lost your login or password details, or you suspect your login or password details have been compromised, you should immediately inform us and change your details via the Service.

We recommend that you use appropriate, up-to-date security software and definitions to reduce the risk that your system will be susceptible to unauthorised access and intrusion.

You must install the latest version of any mobile applications that we publish from time to time. These updates often include improved security or fixes for recently discovered vulnerabilities.

You agree that neither Ethical Capital nor any of our group companies, directors, staff, agents, suppliers or contractors will have any liability, of whatever nature and howsoever arising, for any Loss arising as a result of your failure to keep your Ethical Capital Account (including login and password details) secure, or from any unauthorised access to your Ethical Capital Account as a result of malicious code (such as viruses or Trojans) or your failure to update to the latest version.

We will take reasonable steps consistent with our legal duties to protect your Ethical Capital Account and secure it, however we are not liable for security breaches that may occur where we have complied with those obligations.

Suspension Of Account and/or Services

We may suspend your Ethical Capital Account and/or the execution of any Instructions before they have been executed, at any time and without notice to you, on any reasonable grounds, including: (i) if we have reason to believe that you have not complied with this Agreement, (ii) if we are required or requested to do so by any regulator, law or other authority, (iii) if we have reason to believe our continued association with you would bring us into disrepute or cause us to breach any applicable law, regulation or guidance (iv) if we have reason to believe that your Ethical Capital Account has been compromised; or (v) if we have reason to we believe the Instruction did not originate from you or, if implemented, would contravene any applicable law, regulation or guidance.

You agree that neither Ethical Capital nor any of our group companies, directors, staff, agents, suppliers or contractors will have any liability, of whatever nature and howsoever arising, for any Loss arising as a result of any suspension of your Ethical Capital Account.

We may, in our sole and absolute discretion, suspend the Services (or any part thereof) or any particular way of delivering the Services (e.g. via any mobile application or website), for so long as we decide may be appropriate and for any reason whatsoever.

You agree that neither Ethical Capital nor any of our group companies, directors, staff, agents, suppliers or contractors will have any liability, of whatever nature and howsoever arising, for any Loss arising as a result of any suspension of the Services.

Termination – By You

You may terminate your Ethical Capital Account at any time and for any reason by giving us notice. Notice of termination will not affect any Instructions that have yet to be executed – we will continue to execute those Instructions in accordance with its terms and this Agreement (which may

include refusal to execute any such Instructions).

Termination – By Us

We may terminate your Ethical Capital Account at any time and for any reason by giving you notice. Notice of termination will not affect any Instructions that have yet to be executed – we will continue to execute those Instructions in accordance with its terms and this Agreement (which may

include refusal to execute any such Instructions).

Consequences Of Termination

If your Ethical Capital Account has been terminated for whatever reason, then (unless we are prohibited from doing so by any applicable law or regulation), we will do the following:

(i) we will arrange for any Securities that you have acquired through our Services and that you still hold with us, to be liquidated (i.e. sold on the market), and you hereby irrevocably authorise us to do so,

(ii) we will deduct all applicable fees, costs, expenses, taxes and other deductibles related to the liquidation of your Securities from your Available Funds,

(iii) we will arrange for your Available Funds that remain to be transferred to your Nominated Bank Account.

Once your Ethical Capital Account has been terminated, we will not accept any further Instructions from you.

We may retain a copy of all records related to your Ethical Capital Account and Instructions you have sent to us, in accordance with our data retention policies and otherwise as required by any applicable law or regulation.

Getting In Touch With Us

If you need to get in touch with us about anything, you can email us at hello@ethical.capital. Alternatively you can access our chat function through our mobile application or our website. We do not currently offer a dedicated phone helpline.

We will do our best to respond to any emails as soon as we are able to, and aim to reply to all emails within one business day. However, there may be times when it takes us longer to reply to email, and sometimes emails get delayed or lost through no fault of ours, so if your query is urgent please use our chat function instead (or in addition to an email).

Our chat function is usually available at the times set out in our mobile application or our website and queries will be addressed on a “first come, first served”-basis.

Intellectual Property

All rights, including all intellectual property rights of whatever nature, in connection with our Services, our website, our mobile applications, information in your Ethical Capital Account and otherwise howsoever (including our marks, designs and logo) will be owned by us, absolutely, or by

third parties who we have licensed those from. You agree to transfer and assign to us, at our request and for no payment or consideration, any rights (including intellectual property rights of whatever nature) in connection with our Services, our website, our mobile applications, information in your Ethical Capital Account and otherwise howsoever (including our marks, designs and logo) that may vest in you at any time.

We hereby grant to you a personal, non-transferable, revocable licence to use our Service, mobile application and website, for so long as you remain a client until your Ethical Capital Account is terminated for whatever reason. You may use these only for the purpose of using the Services and for no other purpose whatsoever.

Changes To This Agreement

We may, from time to time, update or make other changes to the terms and conditions of this Agreement. We will use reasonable endeavours to inform you of those changes, which may include notifying you by email. If you do not agree with those changes, you should stop using our Services and terminate your Ethical Capital Account. We will assume you agree with changes to this Agreement if you continue to use our Services after those changes have been made.

Liability

This Agreement sets out, in various places, events for which we do not assume any liability. You should read the Agreement carefully to understand the circumstances in which we accept no liability.

We will only be liable to you in connection with the Services that we provide or this Agreement, in the following circumstances, namely where: (i) this Agreement does not exclude or limit our liability, and (ii) we have been negligent or in wilful default of our obligations under this Agreement.

You agree that we will under no circumstances be liable for any: (i) consequential, indirect, incidental or special Losses; or (ii) economic loss, loss of profit, loss of business, loss of revenue or trading losses of whatever nature, in each case that result from or relate to your use or our provision of the Services or this Agreement, even if you have advised us of the possibility of such Loss.

We are not liable for any delays in the Services, including the execution of Instructions or settlement of orders, or for market movements between the time that an Instruction was placed and the time it was executed.

We are not liable for any Loss or failure to provide the Services, caused by any event outside our reasonable control, including unavailability of our Services caused by disruption to or failure of market infrastructure, communications networks or technology systems.

You are responsible for payment of all appropriate taxes. We are not liable for any Losses that arise from any taxes imposed on you as a result of your use of our Services, or for any changes in tax rates.

Where we are liable to you under or in connection with this Agreement (howsoever that liability has arisen), our liability will be limited: (i) for each and every Instruction, to the lesser of £100 (one hundred Pounds Sterling) and the amount of that Instruction, and (ii) overall to you, to £1,000 (one thousand Pounds Sterling).

Nothing in this Agreement limits or excludes our liability for: (i) death or personal injury caused by our negligence; (ii) our own fraud; or (iii) Losses that we cannot limit or exclude under applicable laws and regulations.

You agree that, in providing the Services and acting on your Instructions, we do so in accordance with your Instructions. You hereby indemnify us against any Losses arising from any claim against us as a result of or in connection with our execution of your Instructions.

Personal Contract

This Agreement is a personal contract between us and you. You are not allowed to assign any of your rights and transfer any of your obligations under this Agreement to a third party.

We, on the other hand, may transfer or assign this Agreement and all of our rights and obligations to any other person who, from time to time, operates or acquires the Services.

Whole Agreement

This Agreement constitutes the entire agreement between you and us with respect to its subject matter, to the exclusion of any warranties, conditions or terms implied by applicable law.

Waiver

No failure of either of us to exercise, and no delay by it in exercising, any right, power or remedy in connection with this Agreement (each a “Right“) shall operate as a waiver of that Right, nor shall any single or partial exercise of any Right preclude any other or further exercise of that Right or the exercise of any other Right.

Third Party Rights

No person who is not a party to this Agreement shall have any rights under this Agreement or will be able to enforce any term of this Agreement.

Invalidity

If any provision in this Agreement shall be held by a court or administrative body of competent jurisdiction to be illegal, invalid or unenforceable, in whole or in part, the provision shall apply with whatever deletion or modification is necessary so that the provision is legal, valid and enforceable and gives effect to our commercial intention. To the extent it is not possible to delete or modify the provision, in whole or in part, then such provision or part of it shall, to the extent that it is illegal, invalid or unenforceable, be deemed not to form part of this Agreement and the legality, validity and enforceability of the remainder of this Agreement shall, subject to any deletion or modification made, not be affected.

No Partnership

This Agreement does not set up or create a partnership of any kind, an association or trust between us or makes either of us the agent of the other.

Dispute Resolution

The Courts of England & Wales shall have exclusive jurisdiction over all disputes arising under this Agreement.

Governing Law

This Agreement is governed by English Law.

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