Terms & Conditions

Last updated: 03/04/2020

Definitions

Business Day

Any Monday, Tuesday, Wednesday, Thursday or Friday which is not a Bank Holiday in England.

Benchmark

A Benchmark is the value that a discrete deposit should be equal to at a given point in time, in order to meet the Target Rate over 52 weeks, assuming a linear rate of growth.

Current Tax Year

The current period between 6th April and 5th April of the following year.

Data Terms

The Privacy Policy and the Website Terms.

Delegate

A person or entity to whom we may delegate to in order that they perform the provision of certain services to you instead of us.

“FCA” or Financial Conduct Authority

The UK Financial Conduct Authority, or any applicable successor body. For Thameside Technology Group Ltd, the FCA is both the conduct and prudential regulator.

FCA Rules

The rules and guidance contained in the FCA handbook and supporting documents (as may be amended and updated from time to time).

Fee Calculation Date

The date on which the Manager’s Performance Fee is calculated and charged if applicable.

“FOS” or Financial Ombudsman Service

The office to whom you may refer any complaint you have about the services provided to you if we cannot resolve or settle your complaint (to your satisfaction) within 8 weeks from the date you first make the complaint.

“FSCS” or Financial Services Compensation Scheme

A statutory compensation fund from which you may be able to make a claim if a regulated firm, such as Thameside Technology Group Ltd or the Product Provider, is unable or is likely to be unable to pay a claim against it.

High Water Mark

A High Water Mark is calculated as the prior highest value of an account, where Performance Fees have been assessed as chargeable and drawn down.

HMRC

Her Majesty’s Revenue & Customs.

Marshall Sterling Investment Management

The Regulatory principal of Thameside Technology Group Ltd.

Net Asset Value/(NAV)

The total value of an entity less its liabilities.

Previous Tax Year

Any previous period between 6th April and the following 5th April.

Service Provider

Any third party used to enable Thameside Technology Group Ltd to perform the Services.

Sterling

British Pounds Sterling (the lawful currency of the United Kingdom, as at the date of this Agreement).

Target Rate

The ‘annual’ rate of growth targeted by the specific plan applicable to a client’s portfolio as selected by a client. For the purposes of fee calculation and specifically calculating a Benchmark, ‘annual’, ‘yearly’, ’year’ is treated as being equal and interchangeable with ’52 weeks’.

Terms

These Terms, which govern the relevant services provided to you by Thameside Technology Group Ltd (trading as Thameside) and the Principal and any underlying Product Provider and which form part of your agreement with each of them.

Thameside Agreement

Means your agreement with Thameside Technology Group Ltd.

Thameside Services

The services that with Thameside Technology Group Ltd will provide to you.

Trading Day

The day on which Thameside Technology Group Ltd advises the manager on portfolio rebalancing which will result in making orders to transfer client holdings between cash and other securities as necessary. Under normal circumstances this will be every Tuesday, or the following Business Day as required.

US Person

Any United States citizen or other person who is resident in the United States for tax purposes.

1.0 GENERAL TERMS

1.1 IMPORTANT INFORMATION

In these Terms, references to “Thameside”, “us”, “our” and/or “we” means Thameside, a trading style of Thameside Technology Group Ltd.

In these Terms, references to the ‘investment manager’ means Marshal Sterling Investment Management Limited.

In these Terms, references to “client(s)”, “your”, “yours” and/or “you” means that entity or person entering into an agreement with Thameside on the terms contained herein.

In these Terms, reference to an “Thameside Account” means an account that we will open for you which will enable you to track your investments through both the mobile application (the “App”) and through the web portal (the “Portal”).

This is our standard Terms of Business Agreement upon which we intend to rely. These Terms contain important information regarding the services that we provide to you so, for your own benefit and protection, please read these Terms carefully before accepting them. If there is anything contained in these Terms that you do not understand, please do not hesitate to contact us using the chat function on the website. Alternatively, send us an email to hello@thameside.co.uk and we will get back to you.

1.2 YOUR AGREEMENT WITH US

These Terms, together with (a) the information we have provided to you via the App and Portal about our services and fees; and (b) the information you have provided to us via the App and Portal under these Terms in relation to your Thameside Account constitutes the agreement (“the Thameside Agreement”) between you and us in the provision of our services to you. Thameside is a trading style of Thameside Technology Group Ltd. Thameside Technology Group Limited is the registered trading name of Marshall Sterling Investment Management Limited, whose registered address is 1 Canada Square, Canary Wharf, London, E14 5AA. Marshall Sterling Investment Management Limited is Authorised and Regulated by the Financial Conduct Authority, FRN 646917.

1.3 COMMENCEMENT AND STATUS OF THE THAMESIDE AGREEMENT

The Thameside Agreement will be legally binding when you accept these Terms. However, we will only start to provide our services to you after we have notified you that your Thameside Account with us has been opened and, accordingly, those terms relating to your Thameside Account will only be applicable after that time. The Thameside Agreement has no minimum duration period.

The Thameside Agreement is governed by the laws of England and Wales. If any provision of the Thameside Agreement is or becomes invalid or unenforceable, the relevant provision will be treated as if it were not in the Thameside Agreement, and the remaining provisions will still be valid and enforceable.

1.4 RELATIONSHIP WITH THIRD PLATFORM SERVICES

Third Platform Services is a Service Provider. As Third Platform Services are required to execute instructions on your behalf and hold some of your data, Third Platform Services require that you enter into an agreement with them. The terms of your agreement with Third Platform Services are detailed in Schedule 1. By entering into this agreement, you are also agreeing to the terms set out in Schedule 1.

It should be noted that the terms in Schedule 1 are laid out by Third Platform Services. This schedule should be read in conjunction and with reference to the terms of your agreement with Thameside.

2.0 HOW THAMESIDE PROVIDES SERVICES

2.1 THE THAMESIDE ACCOUNT AND THE THAMESIDE SERVICES

We will provide services (the “Thameside Services“) to you in connection with the set up and operation of your Thameside Account including the provision of the App, when it is made available. We will provide the Thameside Services to you in accordance with the Terms of the Thameside Agreement, all applicable laws and the FCA Rules.

We will do our best to ensure the App and your Thameside Account is available and up and running for you to use at any time however, this is not something we can guarantee. There may be times where your Thameside Account may not be available and where we may not be able to facilitate your investment instructions. There may be times where your Thameside Account may not be available and where we may not be able to facilitate your investment instructions. There may be interruptions and/or delays to our services. If this happens, we will do our best to contact you to let you know what you should do. If this is not available, please email hello@ thameside.co.uk.

We may suspend the operation of our services where we consider it necessary, including (but not limited to) where we have to suspend operations for technical problems, emergencies, maintenance, regulatory reasons, where we decide it is sensible for your protection, in periods of exceptional trading activity or to ensure the continued availability of other services. If this happens, we will do our best to contact you to let you know what you should do.

2.2 YOUR USE OF OUR SERVICES

In addition to the Terms set out here, you acknowledge and confirm your continuing agreement to our Privacy and Cookies policies. If there are any terms contained in the Data Terms that are inconsistent with or conflict with the terms, conditions and provisions set out in these Terms then, the relevant term, condition or provision set out in these Terms shall prevail.

Thameside will provide you with security details to access your Thameside Account. You must keep these details safe and confidential and notify Thameside immediately if you think that someone else may know these details and/or may have unauthorised access to your Account (otherwise in accordance with these terms).

You must not undertake any action that could compromise the security or effective working of the Thameside Services. Any such action will be considered a material breach of these Terms.

You are responsible for monitoring your Thameside Account, ensuring that you read all messages that have been sent to you (whether through the notifications and messaging centres in the App and the Portal, via the email address you have provided to us, or via any other means as agreed between us) and informing us if there is something wrong on your Thameside Account or you suspect that it has been subject to unauthorised use.

You may download or print information and documents that we provide to you strictly for personal use, if you keep all copyright and proprietary notices intact. You must not otherwise reproduce or distribute any material without our written consent.

You acknowledge and agree that all intellectual property rights in the App, the Portal, all documents and related technology anywhere in the world belong to us or our licensors - you have no rights in or to the App, the Portal, the documents and related technology other than the right to use each of them in accordance with these Terms and the Data Terms.

2.3 OPENING YOUR THAMESIDE ACCOUNT

Before we can open your Thameside Account and provide the Thameside Services to you, we are required to verify your identity in accordance with UK regulation. We will use various third-party services to do this and you expressly authorise us to do this, acknowledging that this will involve us transmitting your personal information to such third parties and carrying out credit checks that may leave a footprint on your credit file. Please note we only conduct these checks to verify identity, and so these 'soft' checks will only be visible by you on your credit file, it does not affect your credit rating. We will also check your details against sanctions lists (HMT, EU and US) as part of our obligation to prevent Thameside Technology Group Ltd being used to further financial crime. We may also repeat these checks periodically throughout your relationship with Thameside Technology Group Ltd.

You warrant and represent to us and to the Product Provider on an ongoing basis that:
You are aged 18 or over;
You are UK resident for tax purposes; and
You are not a US Person.
You agree to notify us immediately if any of the above warranties cease to be correct.

2.4 CLIENT CLASSIFICATION

We will treat you as a “retail client“ or “consumer“ and you will be afforded the highest level of regulatory protection available.

2.5 RETAIL INVESTMENT PRODUCTS

The range of regulated financial services we can provide, through Thameside, includes arranging deals in ISAs and GIAs on a non-advised basis. Please note Thameside does not manage your money. This activity is conducted by the Principal firm and any underlying specific product fund managers. You can invest in the Thameside GIA & Thameside ISA, both of which are packaged by our chosen Product Provider.

2.6 PAYMENT

You can choose to make payment into your Thameside account in the following ways:

You may transfer your ISA from a third party provider. If you have any current investments in your ISA, they will be sold during the ISA transfer process so please check with your current provider.
You may make a one-off payment via bank transfer for any amount.
You may set up a regular standing order for any amount.

We only accept payment via a transfer in from another provider. We do not accept payment from a credit card, via cash or cheque. All payments must be in GBP and must come from a UK Bank or Building Society account. We do not accept payments in any other currencies.

2.7 MODEL PORTFOLIOS & DEALING

Thameside advises on the Model Portfolio constituents that are made up of collections of investment funds, equities and derivatives held within fund wrappers, selected in line with different risk profiles. Each model portfolio comprises a portfolio of investments using asset allocations designed to represent a portfolio objective or investment strategy and to reflect prudent diversification.

Your money will be invested into one or more of the model portfolio(s) selected by you. Subscription deals will be placed in the funds within the model portfolio in the proportion detailed in the portfolio factsheet.

2.7.1 REBALANCING THE MODEL PORTFOLIOS

Each model portfolio aims to keep the assets that make up that model portfolio within certain target proportions, known as the asset allocation. As the proportions of the invested assets within the model portfolios will vary over time with movements in the market, the level of investment within some funds will become lower than the target proportion for those funds (underweight), whilst investment in other funds will become higher than the target proportion for such funds (overweight). Subsequent payments into products will be invested in the funds (in the model portfolio) that are most underweight first, with a view of moving the model portfolio back towards its target; any withdrawals from products will result in the most overweight funds being sold down first, with a view of moving the model portfolio back towards its target. The process of buying and/or selling funds in the model portfolio in order to ensure that the model portfolio is within the target proportions is called "rebalancing" the model portfolio.

The model portfolios are expected to need rebalancing at least once a year, and this may require the manager to sell or buy more funds that make up the model portfolio. These changes in the model portfolios are made on your behalf, without consulting you as described below.

For the purposes of rebalancing each model portfolio, you agree that the investment manager is authorised to buy, vary and sell the investments held within the model portfolio from time to time, at their absolute discretion, provided that they remain within the portfolio objective or investment strategy of the model portfolio.

Cash balances will typically be held from time to time. There are no restrictions on the value of any single underlying investment purchased within the model portfolio or the proportion of the model portfolio represented by any single underlying investment. Each model portfolio will be managed on a pooled basis with other clients' model portfolios and the investment manager will take common discretionary management decisions for all clients in the same or similar model portfolios.

Your monies are invested within the model portfolio into a range of assets with varying levels of risk. Higher risk and lower risk assets may be purchased for the model portfolio in a balance which meets the portfolio objective or investment strategy for the model portfolio.

Some assets invest in property and the valuation of that property will be subject to an element of judgement.

Property and some other investments can take some time to sell. Funds holding these investments may sometimes experience liquidity problems that can delay the return of sale proceeds to investors.

Some assets invest in non-investment grade bonds which have an increased risk of default on repayment when compared to investment grade bonds. This translates into a greater risk that the capital value of the fund will be affected.

The value of assets which hold overseas investments will usually be affected by changes in exchange rates.

Some assets may invest in countries, sectors or companies which can carry higher risk, or which may be less liquid.

2.8 CLIENT MONEY

Thameside Technology Group Limited is not authorised to accept client money. All payments made through the Thameside portal go straight to an FCA authorised custodian, where they are held in a client money account until they are invested. The client money account is held with Royal Bank of Scotland.

2.9 CLIENT ASSETS

Where applicable, contract notes and documents of title in respect of your investments or policies will be issued to you directly by the issuing company, via the Thameside system.

3.0 WHAT THAMESIDE CAN PROVIDE

3.1 EXECUTION ONLY SERVICE (ARRANGING)

We will arrange a contract for you without giving any advice. By agreeing to these terms, you are confirming that you have enough knowledge and experience to make your own investment decision. You are confirming that you understand that we will not give any advice on the suitability of the product in relation to your circumstances. We will facilitate your execution-only investment with our Product Providers.

3.2 ADMINISTRATIVE SUPPORT

Administrative support will be included as part of our ongoing service to you. We will maintain records of your arrangements; assist with any queries you may have and pass on instructions to or from providers.

4.0 CHARGES

4.1 ONGOING CHARGES

Thameside do not charge an Annual Management Charge (AMC). Instead the Manager charges a Performance Fee.

There are various underlying fees levied by third parties, including our Service Provider(s). These are rebated, in full, by Thameside to you and to other clients to ensure that the net effect of all fees charged is simply the Performance Fee. These fees include but are not limited to; platform fees (as charged by Third Platform Services) and underlying funds’ initial, ongoing and transactional charges.

4.2 THE PERFORMANCE FEE

For simplicity, the Performance Fee is the only fee you will pay to the Investment manager. The Manager reserves the right to refer to the periodicity of Performance Fee being charged as ‘monthly’. Unless, by exception, it is reasonably required to adjust the date of Performance Fee calculation, the Performance Fee will be calculated every 4 weeks. The Performance Fees are non-refundable. After a client deposits funds, the first point at which fees are assessed may vary from the stated 4 weeks, due to effective deposit Trading Day and in order to allow assessment of the Performance Fees across all portfolios on the same date. A date on which such a Performance Fee Calculation is made is the Fee Calculation Date.

The Performance Fee is calculated individually for each investor’s portfolio. This Is achieved this by tracking each deposit made by clients. This means there is no cross-subsidy between investors or between a series of contributions made by an investor.

Due to the way in which each deposit is assessed individually, there may be times where a fee is charged when the overall portfolio reduces in value. For the same reasons, there may be times where a fee is not charged despite apparent overall portfolio performance above the Target Rate. We will review how the calculation is made and charge fees periodically to ensure our clients are charged fairly.

Thameside will clearly report all fees charged on a quarterly basis as well within the client accessible services as laid out in clause 2.1.

4.2.1 TREATMENT OF DEPOSITS AND WITHDRAWALS FOR FREE CALCULATION

Each deposit a client makes is monitored in isolation when assessing performance fees and has a unique NAV, Benchmark and High Water Mark associated with it, which vary over time. This is laid down in clause 4.3. Despite monitoring and calculating performance fees in this way, Thameside reserves the right to report fees as they apply to an account in its entirety.

Withdrawals are considered as deductible from the earliest deposit made that retains any net value. Once the net value of any deposit is fully depleted by withdrawal(s), that deposit will be treated as ceasing to exist and the next chronological deposit will be subject to any further withdrawal(s).

For example: a client deposits £1,000 in January, deposits £1,000 in March and then withdraws £500 in May. That client will then be treated as retaining the net value of the January deposit less £500 (adjusted for any applicable Performance Fee), plus the net value of the March deposit (adjusted for any applicable Performance Fee).

A deposit that retains any value, following a deduction due to a client withdrawal will have its associated Benchmark and High Water Mark reduced accordingly on a pro-rated basis.

For simplicity, Thameside will assume we have the client’s approval to report Performance Fees as blended across all deposits and withdrawals.

4.2.2 EFFECTIVE DEPOSIT/WITHDRAWAL DATE AND PRO-RATED PERFORMANCE FEES

Deposits can be made at any time by a client. For the purposes of Performance Fee calculation, Thameside may treat all deposits as being effective from the Trading Day following the date on which such funds have cleared into the relevant custodian account and the manager is able to rebalance client portfolios with these funds.

Withdrawals can be instructed at any time by a client. For the purposes of Performance Fee calculation, Thameside may treat such instructions as being effective from the following Trading Day.

When the Performance Fees are calculated, any deposits held will be assessed for performance on a pro-rated basis. This is achieved by using a weekly updating Benchmark.

If a withdrawal is made and effected on a Trading Day which is not a Fee Calculation Date, the proportion of the specific deposit(s) the withdrawal is effected upon will be assessed for any applicable Performance Fee on a pro-rated basis.

4.3 HOW THE PERFORMANCE FEE IS CALCULATED

A Performance Fee is not charged per deposit, on a Fee Calculation Date when that deposit’s value is below either its specific Benchmark or its specific High Watermark.

A Performance Fee of 50% of the difference between the deposit value, and the higher of the High Water Mark or the Benchmark, is charged on a Fee Calculation Date when that deposit’s value is above both its specific Benchmark and its specific High Water Mark.

A Benchmark is calculated by applying a specific growth factor to a deposit. The objective of this mechanism is to ensure that performance is accurately assessed against the Target Rate specific to a client’s portfolio. Benchmarks are tracked weekly, to coincide with each Trading Day. The method of calculation ensures that deposits are assessed for performance against a consistent level of growth that would achieve the Target Rate over 52 weeks. A Benchmark should only decrease if a withdrawal is made and effected upon a discrete deposit as in clause 4.2.1 of this agreement. To calculate a Benchmark, where ‘W’ is the number of weeks a deposit is held:

Growth Factor (GF) = 1 + (1 x Target Rate)

Benchmark = (Deposit Amount) x (GF)(W/52)

Example - £1,000 deposit held for 26 weeks, with a Target Rate of 5%:

Growth Factor = 1.05

Benchmark = £1,000 x 1.050.5 = £1024.69 (rounded down to nearest 1p).

A High Water Mark is calculated as the highest value of a deposit, where Performance Fees have been assessed as chargeable and drawn from that deposit. The objective of this mechanism is that the client should only be charged for performance that exceeds previous performance levels, or ‘new’ performance. A High Water Mark should only decrease if a withdrawal is made and effected upon a deposit as in clause 4.2.1 of this agreement.

5.0 COMMUNICATIONS

We may communicate with you at any time about your account using the information you have given us, including, when appropriate, by telephone, by email and web portal.

It is your responsibility to ensure the contact information we have for you is up to date. You must ensure we have a current and valid email address for you so that we can notify you when important documents are delivered to you via the App or web portal. You accept that where either we or the Product Providers are required to provide you with written notice then this will be given to you by means of electronic correspondence.

We cannot guarantee that electronic communications will be successfully delivered, or that they will be secure and virus free. Except for cases of negligence or where we have breached applicable law or the FCA Regulations, we will not be liable for any loss, damage, expense, harm or inconvenience caused as a result of an email being lost, delayed, intercepted, corrupted or otherwise altered or for failing to be delivered for any reason beyond our control.

We will record and monitor telephone conversations that we have with you for monitoring and record keeping purposes. We will store recordings for a period required by law, the FCA Rules or for as long as we consider necessary to be able to provide the Thameside Services to you, whilst complying with the General Data Protection Regulations (GDPR). In the event of a disagreement between you and us, we can give you a copy of our records on request. Please note that you cannot 'opt out' of communications being recorded as it is a regulatory requirement.

All communications in relation to the services provided under this Agreement will be in English.

6.0 COMPLIANTS

6.1 HOW TO COMPLAIN

As a regulated entity, and as part of our commitment to maintain market integrity, we believe in prioritising the interests of our clients. We endeavour to resolve complaints fairly, courteously, and as quickly as possible. This is in accordance with our complaints procedures and policies.

If you have a complaint regarding the service you have or have not received from us, please contact us. You should email us at complaints@thameside.co.uk. Alternatively, please click on the link below for our complaints procedure. This includes details of how to contact us in writing and who to contact if your complaint is not resolved satisfactorily.

6.2 OUR COMPLAINTS PROCEDURE

Our complaints procedure is managed by Marshall Sterling Investment Management’s offices at: One Canada Square, 37th Floor, Canary Wharf, London, E14 5AA. If the firm or any of its representatives have provided you with investment management services that you are dissatisfied with, you must submit your complaint to us in writing. Please do this by sending a letter to our registered office address referred to above. Alternatively, you can email complaints@thameside.co.uk. Please ensure that you obtain and keep appropriate proof of delivery of your complaint to us.

Your complaint should contain the following information:

Your name, surname and contact details;
A complete description of your complaint. This should include enough facts, dates and supporting documentation to enable us to quickly deal with your complaint;
Where appropriate, the name of the person who you communicated with;
The date on which the service you are complaining about happened;
How you would prefer to receive communication from us regarding your complaint

Investigating the complaint:

If we are not able to resolve the complaint either positively or negatively, we will write to you. We will provide you with reasons for the delay. This will include an indication of when you may expect to receive a final response from us.
Any final response you receive from us will set out:
Whether the complaint has been upheld
An explanation and reasons for our decision
If appropriate, any redress or remedial action to be provided
Details of the Financial Ombudsman Service (FOS)
If you are not satisfied with our final response or if we have not been able to resolve your complaint within 8 weeks after receiving your complaint, you have the right to refer the complaint to the FOS.

6.3 REFERRALS TO THE ONLINE DISPUTE RESOLUTION (ODR) PLATFORM

Where your complaint refers to products or services purchased online, you may refer your complaint to the ODR Platform:

Website: http://ec.europa.eu/odr

7.0 FINANCIAL SERVICES COMPENSATION SCHEME

We are covered by the Financial Services Compensation Scheme. You may be entitled to compensation from the scheme if we cannot meet our obligations. This depends on the type of business and the circumstances of the claim:

For most types of investment business arranging is covered for up to £85,000

Eligible deposits are covered up to £85,000

Further information about compensation scheme arrangements is available from the Financial Services Compensation Scheme ( www.fscs.org.uk).

8.0 YOUR INFORMATION AND DATA

You are required to check the information we have recorded, to ensure it is complete and accurate and update us whenever there is a change to your details.

We may use your personal information, including sensitive personal information and store it on our systems and may otherwise process it for the purposes of providing the Thameside Account and the Thameside Services. We will never send you marketing materials and other information regarding any of our products or services without your explicit consent. You can provide or withdraw your consent at any time, either by unsubscribing via an email received or emailing hello@thameside.co.uk.

We will never share your personal information to a 3rd party, for that party to market its services and products to you, without your consent.

We may pass personal information relating to you to third parties appointed by us for the purpose of administration and verifying your identity and you confirm that you accept and consent to this. We may need to seek additional information from you in order to verify your identity, in which case we may:

delay the opening of your Thameside Account; or
return and cancel your application; or
withhold from you the ability to trade or withdraw any Funds until we have successfully verified your identity.

We are registered with the Information Commissioner for the handling and processing of personal information and shall always comply with applicable data protection legislation. We will take all reasonable steps to ensure that the database containing this information is constantly updated and is securely protected against unauthorised entry and that personal information is kept strictly confidential.

We may disclose your personal information if we are required to do so by law or we are requested to do so by the FCA, or any other relevant regulatory authority in any country.

Your personal data may be transferred to third parties outside the EEA as well as within it, solely in connection with our provision of the Thameside Account and the Thameside Services. You should be aware that in territories outside the EEA, laws and practices relating to the protection of personal data are likely to be different and, in some cases, may be weaker than those within the EEA. Where transfers outside of the EEA are necessary, Thameside complies with stringent safeguards, required by law, to protect your personal data. By entering the Thameside Agreement you consent to such processing of your data.

You are entitled to see all personal data relating to you, which is held on any database controlled by us. Please contact us via hello@thameside.co.uk if you wish to request this information.

8.1 REFFERALS

Where appropriate, we may offer to refer you to third parties to provide certain additional services. We will not make any such referral without your agreement. We may pay (or receive from third parties) fees in relation to referrals of business. In making or receiving any such referral and making or receiving such payments, we will act in accordance with all applicable laws & regulations.

9.0 AMENDMENTS TO THE THAMESIDE AGREEMENT

We may amend the Thameside Agreement:

if we are required to do so to comply with the FCA Rules, or any other applicable law or regulation;
to reflect changes in the costs and expenses that we incur (or reasonably expect to incur) in providing the services to you, including to take account of changes in the rates of inflation, taxes or interest;
to make these terms fairer to you or easier to understand, or to correct mistakes;
to reflect changes in market practice or conditions;
to enable us to make reasonable changes to the way we provide our services as a result of changes in the financial services sector, technology, or available products;
to reflect changes to our arrangements with the Product Provider or other Service providers; or
If we propose to make a change to these Terms that is not detrimental to you, we can make the change immediately. We will make information available to you about the change within 30 days of the change.

If we make a change to these Terms that may be detrimental to you, we will provide you with at least 30 days’ prior notice (unless we are required to make the change sooner, for example, for legal or regulatory reasons, in which case we will make information available about the change within 5 days of making the relevant change).

If we make any change that is detrimental to you, you may notify us within 30 days from the date of such change to terminate your Thameside Agreement and close your Thameside Account without charge.

10.0 WITHDRAWALS AND TERMINATION

10.1 CANCELLATION PERIODS

The Product Provider Terms & Conditions details your rights to cancel your products once you have taken them out. For any of our products, you may be entitled to cancel your product within 30 days of either conclusion of the contract or receiving your documentation, whichever is later. If your funds are still within the client money account, you may receive a full refund, however if your funds are already in the process of being invested, you may get back less than your original investment if the value of the fund has fallen.

10.2 COMMENCEMENT AND TERMINATION

This Terms of Business Agreement takes effect from the date it is given to you and will apply until terminated. You, or we, may terminate our authority to act on your behalf under this agreement at any time, without penalty. You may terminate your Thameside Agreement at any time and for any reason by providing us with notice, subject to the settlement of all outstanding transactions. Transactions already in progress will be completed in the normal course of business. We will close your Thameside Account as soon as practicable after receiving your notice to terminate the Thameside Agreement.

We may terminate this Agreement at any time by giving you 30 business days’ prior notice subject to the settlement of all outstanding transactions.

We may terminate this Agreement immediately, freeze your Thameside Account and take steps to freeze transactions through your Platform Product(s) without giving you advance notice if we reasonably believe that you:

have materially breached any of the terms of the Thameside Agreement or have otherwise provided us with false or misleading information;
are using, or allowing another person to use your Thameside Account illegally or for criminal activity;
have failed to pay any of the amounts owed under the Thameside Agreement; or
have become bankrupt, insolvent or are unable to pay your debts as they fall due.
We may also terminate the Thameside Agreement immediately if:
we reasonably believe that providing you with a service exposes us to action or censure from any law enforcement, government or regulatory body (including, without limitation, the FCA).

Where we terminate the Thameside Agreement immediately or freeze your Thameside Account as set out above, we will inform you in writing immediately of our decision and our reasons for making that decision.

11.0 GOVERNING LAW

The Thameside Agreement and the Product Provider Agreement and any dispute or claim arising out of or in connection with either of them (including non-contractual disputes or claims) will be governed by and construed in accordance with the law of England and Wales.

The parties irrevocably agree that the courts of England and Wales will have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with either the Thameside Agreement or the Product Provider Agreement (including non-contractual disputes or claims).

12.0 THIRD PARTIES

Except for any relevant Service Provider who may enforce, as applicable, provisions herein for a person who is not a party to this agreement cannot enforce or enjoy the benefit of any term of this Agreement under the Contracts (Rights of Third Parties) Act 1999.

13.0 CONFLICTS OF INTEREST

13.1 INTRODUCTION

Thameside is committed to maintaining the highest professional standards and, therefore, we endeavour to identify, consider and manage potential conflicts of interest to ensure that we treat all our customers fairly and in accordance with relevant regulation and best practice guidelines. We recognise it is not possible to remove all conflicts of interest, however we endeavour to safeguard our customers’ interests wherever possible. Our policies are all regularly reviewed.

13.2 DEFINITION

We define a conflict of interest as being either:

between us and you as a customer; or
between yourself and another customer where your interests are materially affected.

13.3 SITUATIONS

We have identified areas where a conflict of interest may arise. They include, but are not limited to:

services in different capacities at the same time;
providing advice or management;
acting for more than one customer in a transaction;
holding information on other customers that would affect you or them if it was disclosed;
receiving gifts or entertainment which could conflict with our duties to you;
employees pursuing activities or personal relationships potentially detrimental to you; and
personal account holdings in companies or other investments being recommended by us.

13.4 PROCEDURES

Our protocols have been developed and introduced to manage conflicts of interest. At all times stringent criteria to address and resolve conflicts is followed. Our employees are provided with relevant training about the protocols and standards of conduct expected thereafter. Our management remain responsible for ensuring the protocols and resources are sufficient to identify and attend to a conflict as it may arise.

We maintain an internal log of conflicts that arise, listing how each conflict was monitored and any solution which was developed and applied to resolve the problem and to prevent the customer's interests from being disadvantaged.

We have in place protocols to prevent unauthorised access or inappropriate dissemination of information.

Where our functions could create an internal conflict our duty lines are kept separate and individual management and reporting structures are established. The operations functions are maintained and conducted separately from the front office functions and in both an appropriate level of qualification, expertise and supervision is applied.

13.5 RENUMERATION

Staff remuneration is by means of a basic salary which is not linked to the underlying performance of the company. A remuneration committee agrees and monitors awards to achieve consistency and equitability and does not lead to conditions which may foster conflict.

We do not give or receive inducements. i.e. fees or commission from third parties, except acceptable minor non-monetary benefits.

Minor non-monetary benefits will be acceptable with respect to the service that we provide to you if:

I. they are intended to enhance the service that we provide to you; and

II. are of a scale and nature that they objectively do not impair our duty to act honestly, fairly and professionally in your best interests.

Examples of acceptable minor non-monetary benefits include, but are not limited to: Participation in seminars and other training events on the benefits and features of a specific financial instrument or an investment service: and hospitality of a reasonable minimal value, such as food and drink, during a business meeting, conference, seminar or training event etc.

Any research that we receive from third parties will be paid for directly from our own resources.

Personal account dealing rules are enforced for each member of staff.

A register of all gifts to staff and valued in excess of £150 is maintained and approved by a senior manager.

13.6 RESOLUTION

Where we are unable to resolve a conflict of interest we will notify you formally in writing or by email. This disclosure will permit you to evaluate whether it is appropriate to continue using our services in respect of the pertinent conflict.

Where we have examined the conflict of interest and its cause we may inform you of our decision not to act on your behalf if we determine no other course of action is possible.

14.0 FORCE MAJEURE

We will not be held responsible for failing to fulfil our contractual obligations as a result of any situation, condition or event beyond our reasonable control (Force Majeure Event).

A Force Majeure Event may include but is not limited to an act of Parliament, an act of God, acts of terrorism, strike or riot, extreme movements in the price of a security, the breakdown of communication or electronic equipment or anything else that may reasonably impede our ability to act in line with the Agreement.

We will take all reasonable steps to act in your best interests when a Force Majeure Event occurs and may suspend or alter part or all of the Agreement, to the extent that we can no longer comply with the terms in question.

Schedule 1

AGREEMENT BETWEEN CLIENTS AND THIRD PLATFORM SERVICES LTD

1. RELATIONSHIP WITH THIRD PLATFORM SERVICES

1.1 We have entered into an agreement (Agreement) with Third Platform Services Limited, (Third Platform Services), on behalf of ourselves and each of our clients whereby Third Platform Services has agreed to provide clearing and settlement, safe custody and associated services for our clients who are subject to this agreement. Third Platform Services may also provide additional services such as investment dealing services as we may from time to time agree with Third Platform Services.

1.2 Third Platform Services, with company number 09588254, has its registered office at 17 Neal’s Yard, London, WC2H 9DP. Third Platform Services is authorised and regulated under register number 717915 by the Financial Conduct Authority (FCA) which is at 12 Endeavour Square, London E20 1JN and is a member of the London Stock Exchange.

1.3 The current terms and conditions of Third Platform Services and the principal terms of the Agreement with them as it applies to our clients, including you, are set out or summarised below.

1.4 In consideration of Third Platform Services making their services available to you, you agree that:

1.4.1 we are authorised to enter into the Agreement on your behalf as your agent and that you are bound by the terms of the Agreement as summarised in this Schedule which constitute the formation of a contract between you and ourselves and also between you and Third Platform Services;

1.4.2 we are authorised to give instructions (as provided for in our terms of business (Terms) and the Agreement) and provide information concerning you to Third Platform Services and Third Platform Services shall be entitled to rely on any such instructions or information without further enquiry;

1.4.3 Third Platform Services is authorised to hold cash and investments on your behalf and is authorised to transfer cash or investments from your account to meet your settlement or other obligations to Third Platform Services.

1.5 Third Platform Services neither provides investment advice nor gives advice or offers any opinion regarding the suitability or appropriateness (as appropriate) of any transaction or order and relies on information provided to it by us in respect of all such matters. In the same way we are not responsible for Third Platform Services’ actions, omissions or any obligation they may owe you under the FCA Rules or the regulatory system.

2. CATEGORISATION AND CAPACITY

2.1 For the purposes of the FCA Rules, Third Platform Services shall (unless otherwise separately notified to you by them) adopt the same client categorisation in relation to you as that determined by us and rely on information provided to them by us as to that categorisation.

2.2 The following provisions shall apply to you if you fall within the categories specified below:

2.2.1 joint account holders shall be jointly and severally liable to Third Platform Services and Third Platform Services may discharge its obligations to make any payment or account to all such holders by making such payment or account to any one or more of them;

2.2.2 the trustees of any trust shall be regarded as Third Platform Services’ client (as opposed to any beneficiary) and shall be jointly and severally liable to Third Platform Services; and

2.2.3 all the partners of any partnership which is Third Platform Services’ client shall be jointly and severally liable to Third Platform Services.

2.3 Where you are acting as agent on behalf of another (whether disclosed to us or not) you will be, and at all times remain, liable to Third Platform Services as principal in relation to any bargains which are to be performed under the terms set out in this Schedule and Third Platform Services will treat you as its client under the FCA Rules. You agree that you will be liable to Third Platform Services jointly and severally with any such underlying person in respect of all obligations and liabilities arising from instructions given to Third Platform Services.

3. CLIENT ACCOUNTS

3.1 Third Platform Services shall open and maintain one or more account(s) on its books in connection with the services to be provided by Third Platform Services under the terms set out in this Schedule. Any cash and investments delivered by you or held for your account shall be recorded in such account(s).

4. COMMUNICATION AND INSTRUCTIONS

4.1 Third Platform Services shall only accept instructions concerning your account(s) from us and not directly from you, unless a separate specific agreement has been entered into relating to the giving of instructions, including such further mandate and/or indemnities as Third Platform Services may require. In the absence of actual notice in writing to the contrary received from us in sufficient time to prevent the processing of any instructions, Third Platform Services shall be entitled to rely upon and act in accordance with any instruction which Third Platform Services believes in good faith to have been given by us and our agents on your behalf. Third Platform Services reserves the right to take such action as it considers appropriate in the event that it has sought instructions from us and we have failed to respond within a reasonable time. Third Platform Services will not be responsible for any delays or inaccuracies in the transmission of any instructions or other information due to any cause outside Third Platform Services’ reasonable control.

4.2 Third Platform Services may, in its absolute discretion, refuse to accept any order or other instruction for your account(s). Third Platform Services will advise us of its decision and may advise us of the reason for its decision unless prevented from doing so by law, Court order or instruction by the FCA.

4.3 You should direct all enquiries regarding your account to us and not to Third Platform Services.

4.4 Any communications (whether written, oral, electronic or otherwise) between you, us and/or Third Platform Services shall be in English.

5. DEALING

5.1 Third Platform Services will be responsible for executing bargains as instructed by us on your behalf.

5.2 For this purpose we, rather than you, shall be Third Platform Services’ client for the purposes of the FCA Rules. If Third Platform Services provides dealing services for your account and in doing so executes a transaction on your behalf the following provisions shall apply:

5.2.1 all such bargains shall be executed by Third Platform Services subject to applicable FCA rules and guidance (FCA Rules) and the rules of any relevant exchange, market or other execution venue;

5.2.2 instructions from us in relation to such bargains will be regarded by Third Platform Services as specific instructions from you;

5.2.3 bargains will be conducted in accordance with Third Platform Services’ execution policy as amended from time to time, details of which are available at the following web address – thirdplatformservices.co.uk - including the possibility that it will execute some bargains otherwise than on an exchange, market or other execution venue within the European Economic Area (EEA);

5.2.4 Third Platform Services may combine orders that are received for your account with orders that are received for the accounts of its other clients or with its own orders. You acknowledge that aggregation of such orders may operate on some occasions to your advantage and on some occasions to your disadvantage;

5.2.5 Third Platform Services may aggregate any order with its own orders, orders of connected persons and orders of other customers and clients. Third Platform Services will only aggregate orders if the conditions set out in the relevant FCA Rules are met: that it would be unlikely that the aggregation of orders and transactions will work overall to the disadvantage of any client whose order is to be aggregated; and that Third Platform Services will disclose to each client whose order is to be aggregated that the effect of aggregation may work to its disadvantage in relation to a particular order; and that an order allocation policy will be established and effectively implemented. This disclosure is taken as compliance with that requirement;

5.2.6 following the execution of any bargains by Third Platform Services we will, unless you have otherwise instructed us, send a contract note or advice to you. The terms of any contract note shall be conclusive as to any matter contained or provided in such note unless Third Platform Services is notified in writing by us forthwith or, in any event, prior to the settlement date for such transaction.

6. SETTLEMENT OF TRANSACTIONS

6.1 All bargains will be due for settlement in accordance with the terms of the relevant contract note or advice. You undertake to ensure that all investments and other documents of title and/or transfer forms that are required and or/any relevant cash balance are delivered, transferred or paid to Third Platform Services (or to Third Platform Services’ order) in sufficient time on or before the contractual settlement date to enable Third Platform Services to settle the transaction and that all cash and investments held by, or transferred to Third Platform Services will be and remain free from any lien, charge or encumbrance. All payments due to Third Platform Services will be made without set-off, counterclaim or deduction.

6.2 You acknowledge that in settling bargains on your behalf, Third Platform Services is acting as agent on your behalf and that Third Platform Services will not be responsible for any default or failure on the part of any counterparty to a transaction or of any depositary or transfer agent and delivery or payment will be at your entire risk.

6.3 You acknowledge that you shall not have any rights in respect of any cash or investments that are due to be received pursuant to a transaction and that Third Platform Services shall have no obligation to account to you for any such cash or investments until you have performed your obligations in relation to such bargains and Third Platform Services, as your agent, has been able to settle the transaction. Third Platform Services shall, without further notice to you, be entitled to sell or otherwise dispose of any such investments and apply any proceeds or any such cash received by Third Platform Services under a relevant settlement in discharge or reduction of any of your obligations in relation to such bargains.

6.4 All bargains will be settled in accordance with:

6.4.1 the rules, customs and practices of the exchange, market or other execution venue on which the bargain was executed and their related clearing house, clearing system or depositary; and

6.4.2 the terms of any applicable agent or custodian employed by Third Platform Services, including but not limited to, any right of reversal of any bargain (including any delivery or redelivery of any investment and any payment) on the part of any such entity or person.

7. CUSTODY

7.1 Third Platform Services will register your investments either:

7.1.1 in an account designated with your name, if this has been requested by us; or

7.1.2 in the name of our nominee or a custodian nominated by Third Platform Services (which may be Third Platform Services’ own nominee).

7.2 All investments held in custody will be pooled and allocated between clients in accordance with the FCA Rules in particular the FCA Custody rules. Accordingly, individual entitlements may not be identifiable by separate certificates, documents of title or entries on the issuer’s register. In the event of an irreconcilable shortfall following a default by any custodian or any third party holding or delivering clients’ investments, you may not receive your full entitlement and may share in any shortfall on a pro rata basis.

7.3 Third Platform Services will be responsible for receiving and claiming dividends and interest payments to be credited to you. TPS will also credit any trail, renewal or similar commission it receives for your account. All dividends, interest and commission credited to your account or paid to you will be net of any withholding tax and other deductions required to be made by Third Platform Services and/or the payee in accordance with applicable legal or regulatory requirements. Third Platform Services will provide details of all such deductions required to be made by it and will pass on such information in relation to such deductions by others as it may receive. We will be responsible for any costs and expenses Third Platform Services may incur in receiving and claiming dividends, interest payments and commission. Third Platform Services, its nominee and any relevant custodian will not be responsible for reclaiming any withholding tax and other deductions but nonetheless may do so.

7.4 Third Platform Services shall not be responsible for informing us of any Corporate Actions or events concerning investments held in custody including take-over offers, capital reorganisations, company meetings, conversion or subscription rights but will nevertheless do so insofar as reasonably practicable. Third Platform Services will take up or participate in such events as instructed by us provided that such instructions are received within such time as Third Platform Services may stipulate. All entitlements relating to Corporate Actions in connection with investments held in pooled accounts will be allocated as far as is reasonably possible on a pro-rata basis, however, Third Platform Services may if this is not possible adjust the allocation of entitlements in such a way as appears to them to achieve a fair treatment for all participants in the pool.

7.5 Third Platform Services may appoint agents, nominees and custodians (whether in the United Kingdom or overseas), to hold investments held in custody. Third Platform Services may also appoint sub-custodians (including sub-custodians overseas) being qualifying custodians for the purposes of the FCA Rules, to hold investments for your account or us (as the case may be) on such terms as Third Platform Services considers appropriate. Third Platform Services will exercise reasonable care in the selection of agents, nominees and custodians and before nominating a custodian it will undertake a risk assessment of that custodian in accordance with the FCA Rules which it will copy to us within a reasonable time before the Custodian is appointed. Third Platform Services may from time to time notify us of its arrangements for holding securities in its own name or the name of its nominees and you agree that any such arrangements as so notified shall be binding on you. Third Platform Services will be responsible for the acts and omissions of its nominee, however, in the absence of fraud or wilful default, Third Platform Services shall not be responsible for the default of any agents, nominees and custodians, securities depository, intermediate broker, clearing or settlement system or participant in such a system. In the case of any investments held overseas there may be different settlement, legal and regulatory requirements in overseas jurisdictions from those applying in the United Kingdom and there may be different practices for the separate identification of investments.

8. CLIENT MONEY

8.1 Any money (in any currency) received by Third Platform Services for the account of any Client will be received and held by Third Platform Services in accordance with the FCA Rules in particular the FCA Client Money rules. Client Money will (unless we instruct Third Platform Services to pay such money into an individual Client account established by us) be held in an omnibus Client Money account with an approved bank, or banks, nominated by Third Platform Services in which Third Platform Services will hold all money it is holding on behalf of our Clients.

8.2 In the event of an irreconcilable shortfall in the omnibus Client Money account following a default of an approved bank or any third party holding money on behalf of our Clients (such as a clearing house, settlement or money transfer system) you may not receive your full entitlement and may share in any shortfall on a pro rata basis. It is our responsibility to bring these arrangements to your attention.

8.3 Third Platform Services may, from time to time, hold Client Money in a client bank account with an approved bank outside the United Kingdom. In such circumstances, the legal and regulatory regime applying to the approved bank with which such money is held will be different from that of the United Kingdom and, in the event of a default of the approved bank, such money may be treated differently from the position that would apply if the money was held by an approved bank in the United Kingdom. It is our responsibility to bring these arrangements to your attention.

8.4 Third Platform Services will pay interest on Client Money at such rate as it may specify and such interest will be credited to each Client Money account not less than once every six months.

8.5 You agree that Third Platform Services will cease to treat as Client Money any unclaimed balances after a period of six years and Third Platform Services has otherwise taken reasonable steps to trace you and return any balance to you. Third Platform Services will nevertheless make good any subsequent valid claim against such balances.

8.6 Third Platform Services may also appoint agents, sub-nominees and sub-custodians (whether in the United Kingdom or overseas), to hold investments held in custody. Third Platform Services will exercise reasonable care in the selection of agents, sub- nominees and sub-custodians and before nominating a custodian it will undertake a risk assessment of that custodian in accordance with the FCA Rules. Third Platform Services will be responsible for the acts and omissions of its nominee, however, in the absence of fraud or wilful default, Third Platform Services shall not be responsible for the default of any sub-nominee, custodian, sub-custodian, securities depository, intermediate broker or agent, clearing or settlement system or participant in such a system. In the case of any securities held overseas there may be different settlement, legal and regulatory requirements in overseas jurisdictions from those applying in the United Kingdom and there may be different practices for the separate identification of securities.

8.7 Third Platform Services reserves a right to retain all cash, investments or other assets of any description paid or delivered (or which are due to be paid or delivered) to Third Platform Services for your account.

9. SECURITY AND DEFAULT

9.1 As continuing security for the payment of all sums due to Third Platform Services including any present and future obligations by you, you hereby agree to grant and grant Third Platform Services:

9.1.1 a continuing general lien and right of set-off over and in respect of, all and any investments, documents of title to property, documents representing property and all money, investments and other assets of any nature held by or subject to the control of Third Platform Services (its nominees and custodians) for your account (including, without limitation, the benefit of all contractual rights and obligations and any proceeds of sale).

9.2 You and we will, at the request of Third Platform Services, take such action as may be required to perfect or enforce any security interest and each irrevocably appoints Third Platform Services as their attorney to take any such action on their behalf.

9.3 You represent and warrant, jointly and severally with us, to Third Platform Services that all money, investments or other assets of any nature transferred to or held by Third Platform Services their nominees and custodians for your account are your sole and beneficial property or are transferred to or held by Third Platform Services their nominees and custodians with the legal and beneficial owner’s unconditional consent and are free of such owner’s interest and, in any event, are and will be transferred to or held by Third Platform Services their nominees and custodians free and clear of any lien, charge or other encumbrance and undertake that neither you nor we will charge, assign or otherwise dispose of or create any interest therein.

9.4 If you fail to comply with any of your obligations to Third Platform Services, the security interest referred to in Clause 9.1 shall be enforceable and the powers conferred by Section 101 of the Law of Property Act 1925 (as varied and extended by this Agreement) shall be exercisable. Section 103 of the Law of Property Act 1925 shall not apply to this Agreement. In such circumstances Third Platform Services may without prior notice and free of any interest of yours, sell, charge, pledge, deposit, realise, borrow or otherwise deal, with any investments or other assets Third Platform Services their nominees and custodians are holding for your account on any terms it considers appropriate. The proceeds of any sale or realisation of such investments or other assets and any moneys from time to time deposited with or held by Third Platform Services their nominees and custodians under this Agreement, shall be applied towards the satisfaction of your liabilities to Third Platform Services.

9.5 Third Platform Services shall have no liability whatsoever to you or us for any cost, loss, liability and expense, including without limit any loss of profit or loss of opportunity incurred or suffered by you or us in consequence of any exercise by Third Platform Services of any right or remedy hereunder and any purchase, sale, or other transaction or action that may be undertaken by Third Platform Services shall be at such price and on such terms as Third Platform Services shall reasonably determine.

9.6 In exercising any right or remedy pursuant to this Clause 9, Third Platform Services is authorised to combine accounts, effect such currency conversions and enter into such foreign exchange transactions with, or on behalf of, you or us, at such rates and in such manner as Third Platform Services may reasonably determine.

9.7 No third party shall be required to enquire as to the validity of the exercise by Third Platform Services of its powers under this Clause 9.

10. LIABILITY AND INDEMNITY

10.1 Neither Third Platform Services, nor any of its directors, employees or agents, shall be liable for any loss or damage sustained by you as a direct or indirect result of the provision by Third Platform Services of its services, save that nothing in the terms set out in this Schedule exclude or restrict any liability of Third Platform Services resulting from:

10.1.1 death or personal injury;

10.1.2 breach of any obligation owed to you under the regulatory system; or

10.1.3 the negligence, fraud or wilful default of Third Platform Services.

10.2 Third Platform Services shall not in any event be liable for loss of profits, loss of opportunity, loss of business, loss of savings, loss of goodwill, claims by third parties, loss of anticipated savings (whether direct or indirect) or for any type of special, direct, indirect or consequential loss howsoever caused, even if caused by Third Platform Services negligence and/or breach of contract and even if such loss was reasonably foreseeable or Third Platform Services had been advised of the possibility of your incurring the same.

10.3 You undertake to indemnify Third Platform Services and each of its directors, employees and agents on an after-tax basis, against any liabilities, reasonable costs and expenses (including legal costs) and all duties and taxes (other than Third Platform Services’ corporation tax) which are caused by:

10.3.1 the provision by Third Platform Services of its services to you;

10.3.2 any material breach by you of any of these Terms;

10.3.3 any default or failure by you in performing your obligations to make delivery or payment when due; or

10.3.4 any defect in title or any fraud or forgery in relation to any investments delivered to Third Platform Services by you or on your behalf or in relation to any instrument of transfer in relation to such investments (including any electronic instruction) purporting to transfer such investments.

10.4 Third Platform Services shall not be entitled to be indemnified against the consequences to it of its breach of any obligation owed to you under the regulatory system or its own negligence, fraud or wilful default.

10.5 Third Platform Services shall not be responsible or liable for any failure to provide any of the services if such failure results wholly or partly from any event or state of affairs beyond Third Platform Services’ reasonable control (including, without limit, any failure of communication or equipment, any failure or interruption in the supply of data, any political crisis or terrorist action, the suspension or limitation of trading by any exchange, market or other execution venue, clearing house, broker, intermediary, settlement agent or OTC counterparty or any fire, flood or other natural disaster) and, in such circumstances, all and any of Third Platform Services’ obligations shall be suspended pending resolution of the event or state of affairs in question.

10.6 The provisions of this Term shall continue to apply notwithstanding the fact that we or Third Platform Services cease to provide services and shall be in addition to any other right of indemnity or claim whether pursuant to these Terms or otherwise and shall not be affected by any forbearance, whether as to payment, time, performance or otherwise.

11. CHARGES

11.1 Any fees or charges payable by you in relation to the services provided by Third Platform Services and taxes payable via Third Platform Services will be set out in our charging schedule as notified to you from time to time. Third Platform Services is entitled to pay such charges out of assets and money held for you or by set off under Term 9 or to require you to pay them direct to it or via us. You may be liable for other taxes or charges not payable via Third Platform Services.

12. CONFLICTS OF INTEREST

12.1 Third Platform Services or its associates may provide services or enter into bargains in relation to which Third Platform Services, or its associates, has, directly or indirectly, a material interest or a relationship of any description with a third party which may involve a conflict of interest or potential conflict of interest with you. Third Platform Services or any of its associates may, for example:

12.1.1 be the counterparty to a transaction that is executed by Third Platform Services (whether or not involving a mark-up or a mark-down by Third Platform Services or its associates);

12.1.2 be the financial adviser to the issuer of the investment to which any instructions relate;

12.1.3 have a (long or a short) position in the investments to which any instructions relate; or

12.1.4 be connected to the issuer of the investment to which any instructions relate.

12.2 Third Platform Services may receive remuneration from fund managers in connection with Third Platform Services providing services to them. These payments are calculated by reference to the value of assets that Third Platform Services holds in custody for its clients.

12.3 Third Platform Services has adopted conflict of interest policies in accordance with the FCA’s requirement for authorised firms to pay due regard to the interests of their clients, treat them fairly and manage conflicts of interest fairly, both between themselves and their clients and between different clients.

12.4 You acknowledge that neither Third Platform Services nor any of its associates is required to disclose or account to you for any profit made as a result of acting in any manner described above.

13. DATA PROTECTION AND CONFIDENTIALITY OF INFORMATION

13.1 Third Platform Services may use, store or otherwise process personal information provided by you or us in connection with the provision of the services for the purposes of providing the services, administering your account or for purposes ancillary thereto. In the UK, Third Platform Services operates in accordance with, applicable data protection legislation. The Agreement sets out certain obligations on Third Platform Services as the Data Processor of your personal information, as required by that legislation.

13.2 The information Third Platform Services holds about you is confidential and will not be used for any purpose other than in connection with the provision of the services. Information of a confidential nature will be treated as such provided that such information is not already in the public domain. Third Platform Services will only disclose your information to third parties in the following circumstances:

13.2.1 where required by law or if requested by the FCA or any other regulatory authority or exchange having control or jurisdiction over Third Platform Services (or any associate);

13.2.2 to investigate or prevent fraud or other illegal activity;

13.2.3 in connection with the provision of services to you;

13.2.4 for purposes ancillary to the provision of the services or the administration of your account, including, without limitation, for the purposes of credit enquiries or assessments;

13.2.5 if it is in the public interest to disclose such information;

13.2.6 at your request or with your consent. This is of course subject to the proviso that Third Platform Services may disclose your information to certain permitted third parties, such as members of its own group, its service providers and its professional advisers who are bound by confidentiality codes.

13.3 Third Platform Services will not sell, rent or trade your personal information to third parties for marketing purposes without your express consent.

13.4 Please be advised that, in using the service, you explicitly agree that Third Platform Services may send your information internationally including to countries outside the European Union, including the United States of America. Some of these jurisdictions offer differing levels of protection of personal information, not all of which may be as high as the UK in terms of the possible risks and safeguards. However, Third Platform Services will always take steps to ensure that your information is used by third parties in accordance with its policy from time to time.

13.5 In accordance with data protection laws you are entitled to a copy of the information Third Platform Services hold about you. In the first instance, you should direct any such request to us and we will pass your request on to Third Platform Services. You should let us know if you think any information Third Platform Services holds about you is inaccurate and we will ask Third Platform Services to correct it.

14. COMPLAINTS

14.1 In the event of any complaint regarding Third Platform Services’ services you should contact the Compliance Officer of Third Platform Services.

14.2 The Compliance Officer will, as soon as is practicable, investigate the matter with any employees who may be directly concerned to determine the appropriate course of action. After investigating, the Compliance Officer will write to you detailing the results of the investigation and offering, where appropriate, redress.

14.3 Third Platform Services will consider a complaint to be closed in any of the following circumstances:

(a) If at any time you have accepted in writing an offer of redress or have written to the Firm confirming that you are satisfied with the Firm’s response to the complaint (or simply confirm in writing that you wish to withdraw the complaint). The Compliance Officer will write to you acknowledging receipt, making redress (if appropriate) and confirming that the complaint has been closed; or

(b) If you have not replied to an initial or interim letter offering redress having been invited to do so within eight weeks of the date of the letter.

15. INVESTOR COMPENSATION

15.1 Third Platform Services is covered by the UK Financial Services Compensation Scheme. Depending on the type of business and your circumstances, compensation, may be available from that scheme if Third Platform Services cannot meet its obligations to you. Further information about compensation arrangements is available from the Financial Services Compensation Scheme.

16. AMENDMENT

16.1 You agree that Third Platform Services has the right under the Agreement to alter these Terms at any time, upon giving prior notice to us unless it is impracticable in the circumstances to give such notice. We are unable to influence any such amendments.

17. GENERAL

17.1 Third Platform Services’ obligations to you shall be limited to those set out in these Terms and Third Platform Services shall, in particular, not owe any wider duties of a fiduciary nature to you.

17.2 No third party shall be entitled to enforce these Terms in any circumstances.

17.3 Any failure by Third Platform Services (whether continued or not) to insist upon strict compliance with any of the Terms set out this Schedule shall not constitute nor be deemed to constitute a waiver by Third Platform Services of any of its rights or remedies.

17.4 These Terms shall be governed by English law and you hereby irrevocably submit for the benefit of Third Platform Services to the non-exclusive jurisdiction of the courts of England.

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