Trustnet Direct Investor Terms and Conditions

Transcription

1 Trustnet Direct Investor Terms and Conditions SECTION A General Terms and Conditions 1 Introduction 1.1 Trustnet Direct is a trading name of Trustnet Limited, which is authorised and regulated by the Financial Conduct Authority (with firm registration number ) and for the purposes of its transactional service is a trading name of Interactive Investor Trading Limited (IITL) which is authorised and regulated by the Financial Conduct Authority (with firm registration number ) and is an HMRC approved ISA plan manager. IITL is a company incorporated in England with Company Number and having its registered office at Standon House, 21 Mansell Street, London, E1 8AA. Our telephone number is These terms use a number of capitalised words and phrases and the meaning given to such words and phrases are set out in paragraph 2 below. 1.3 References to Clauses in this Section A shall be to clauses in section A of these terms unless specifically stated otherwise. 1.4 These terms are divided up as follows: 1. Section A - general terms applicable to all Trustnet Direct Accounts; 2. Section B - additional terms applicable to our Trustnet Direct Regular Investing service; 3. Section C - additional terms applicable to our Dividend Reinvestment Plan service; and 4. Section D - additional terms applicable to our Trustnet Direct Individual Saving Account (ISA). 1.5 The legal agreement (the Agreement ) between you, the client, and us, Trustnet Direct, will be made up of: 1. these terms; 2. the SIPP Terms and Conditions (to the extent applicable to you); 3. any information contained on the Website which is explicitly stated to form part of our Agreement with you including, without limitation, the Risk Warnings; our Order Execution Policy, our Conflicts of Interest Policy and our Privacy Policy (Website Data Protection and Privacy Statement); 4. any further terms agreed between us in writing in relation to our services; and 5. the terms relating to our charges, commissions, tariffs and interest rates that we give you or tell you about when we agree to provide you with a particular service or which are provided to you on our Website; in each case as amended from time to time in accordance with the terms of the Agreement. 1.6 The Agreement comes into effect when we start providing any part of the Trustnet Direct Service to you. You should carefully read, and be sure that you fully understand, the Agreement and any words and phrases relating to trading Investments on the stock markets used in the Agreement. If you have any doubts in relation to the consequences of entering into this legally binding Agreement you should take legal advice.

2 1.7 For the purposes of the FCA Rules, we will treat you as a Retail Client unless we agree with you otherwise. 1.8 All communication between us and you, either oral or written, will be in the English language. 1.9 Please note that the Trustnet Direct Share Dealing Service is operated by IITL under the Trustnet Direct brand. Trustnet Direct Limited has entered into arrangements with Interactive IITL to specify in detail the nature and standard of services to be provided to you. It will provide the interface between you and IITL via its website ( IITL will provide the clearing, settlement, custody and brokerage services to you. 2 Definitions 2.1 In these terms the following words and phrases have the special meanings set out below: Approved Bank means a bank authorised by an applicable regulator to accept deposits Cash Account or CA means a part of an Trustnet Direct Account used to hold cash pending investment Charges means the fees and charges payable in respect of your Trustnet Direct Account as detailed on the Website. Charges may be amended from time to time in accordance with the Agreement Client Money Rules means the FCA s requirements relating to holding client money as set out in the FCA Rules Complex Instruments means Investments which are, by their nature, relatively complex (including derivatives, Warrants, options and futures) which, in our opinion, do not fall within the definition of Non-complex Instruments as set out in MiFID Conflicts of Interest Policy means our policy on the identification and management of conflicts of interest, a summary of which is available on our Website Contract Note means the record, either provided in paper form or electronically, detailing a Trade or Trades, including applicable dealing costs and charges and the total amount payable by or to you in respect of such Trade or Trades Cookies shall be given the meaning set out in Clause Corporate Action

3 means a rights issue, take-over, merger, capital reorganisation, conversion, subscription rights or similar event affecting any Investments held for you CREST means the electronic system for Settlement and custody for shares traded on the LSE and other Exchanges Debit Card means a card through which money can be deducted from your Nominated Bank Account and which is acceptable to us in our discretion De Minimis Amount means the de minimis level of cash funds or value of Investments that may be held in your Trustnet Direct account, as set out on our Website Dividend Reinvestment Plan (DRIP) means the service we currently provide as part of the Trustnet Direct Service whereby you can use cash dividends received on a DRIP Eligible Investment (as such term is defined in Section C of these terms) held by you to purchase further shares/units of that DRIP Eligible Investment, as more fully described in Section C of these terms Exchanges this includes regulated and designated markets, such as the LSE, which bring together buyers and sellers of Investments (including Retail Service Providers (being firms that, in basic terms, provides a price feed for an online electronic quoting system used in executing certain Trades) and Market Makers (being, in basic terms, firms who make markets in certain Investments and who play a role in providing liquidity in the markets). FCA means our regulator, the Financial Conduct Authority or its successor bodies FCA Rules means the rules of the FCA contained in the FCA Handbook of rules then in force General Terms and Conditions means the terms and conditions set out in Section A of these terms HMRC means HM Revenue & Customs in the UK or its successor bodies Income means money received from dividends, interest, (including interest on cash held by us) or distributions from Investments held for you in your Trustnet Direct Account

4 Trustnet Direct Account means an account you hold with us in connection with the Agreement as described in Clause 3. This may encompass your Trustnet Direct General Investment Account (GIA), your Trustnet Direct ISA account and your Trustnet Direct SIPP account (to the extent that you hold such accounts) Trustnet Direct Regular Investment Programme means the service we currently provide as part of the Trustnet Direct Service whereby regular purchases of Investments can be made from available cash in your CA, as more fully described in Section B of the terms Trustnet Direct Service means the services that we provide in accordance with the Agreement and as described, in general terms, in Clause 3 Trustnet Direct SIPP means the Trustnet Direct SIPP, a self invested pension plan made available through the Trustnet Direct Service Trustnet Direct General Investment Account (GIA) means a general account that you may hold with us through which Trading in Investments can be effected and encompassing your Cash Account, Nominee and Safe Custody services as described in Clause 3 Investment means the investments that you can hold and Trade through your Trustnet Direct Account, as we may determine from time to time at our discretion and as detailed on our Website LSE is London Stock Exchange plc MiFiD means the Markets In Financial Instruments Directive (Commission Directive No. 2006/73/EC implementing Directive 2004/39/EC of the European Parliament and of the Council) as amended from time to time Mobile Device is a portable electronic device which allows you to process, receive and send data without the need to maintain a wired connection with the internet Nominated Bank Account is your personal bank, building society or savings account (denominated in Sterling or in such other currency that we may in our discretion permit and registered in the UK) that you have nominated and that we will electronically debit (using direct debit instruction or a Debit Card) or credit (via BACS (being the Bankers Automated Clearing System) or Debit Card). Your Nominated Bank Account must be in your name or held jointly by you. Nominee

5 means Investor Nominees Limited, the nominee company owned by IITL and in whose name certain of your Investments will be registered or held to its order, or any successor or alternative nominee company we may appoint from time to time Non-UK Investments means Investments where the relevant Trade is effected on an Exchange situated outside the UK Order Execution Policy means the execution policy setting out the arrangements we have adopted to ensure that your orders achieve the best possible result. A summary of our current Order Execution Policy is available on our Website Personal Information means information that relates to a living individual who can be identified from that information or from that information and other information that is held by, or is likely to be held by, us or any members of our corporate group PIN is your Personal Identification Number Privacy Policy means our policy relating to the collection and use of Personal Information described at Clause 18.2, the latest version of which is available on the Website Retail Client is defined under FCA Rules as a customer who is not a professional client or an eligible counterparty (as such terms are defined in the FCA Rules) Risk Warnings means the risk warnings in relation to Investments either contained in these terms or displayed on our Website Safe Custody means the safeguarding and administration of Investments held in trust for you in the name of the Nominee, or to its order Settlement means the delivery of Investments to the buyer and the delivery of the purchase consideration to the seller either via an Exchange or through a Settlement system such as CREST SIPP Terms and Conditions means the terms and conditions from time to time of the Trustnet Direct SIPP which are provided as a separate document rather than as part of these terms

6 SMS means Short Message System and is a mechanism enabling text messages to be received and/or sent by a Mobile Device Takeover Panel means the Panel on Takeovers and Mergers in the UK or any successor body thereto Takeover Panel s Disclosure Table means the table maintained by the Takeover Panel in relation to dealings in Investments that require to be disclosed under the rules contained in the City Code of Takeovers and Mergers Tax Year runs from 6th April of one year to 5th April of the next Trade or Trading means the purchase of or sale of or subscription for Investments by you through the Trustnet Direct Service Trading Parameters means limit orders, stop loss orders, target setting, range trading, price locking and other similar facilities that may be available as part of your Trustnet Direct Account from time to time (further details of which are given on our Website) Trading Period shall be given the meaning set out in Clause 6.4 Trustnet Direct Share Dealing Service the service that we provide via the Website in accordance with these conditions, as described in condition 1.9; the Trustnet Direct Share Dealing Service is operated by IITL under the Trustnet Direct brand UK means the United Kingdom of Great Britain and Northern Ireland Us/we/our means IITL, who own and operate the Website through which the Trustnet Direct Service is provided. We are approved as an ISA Manager by HM Revenue & Customs. Warrant gives the holder the right (but not the obligation) to subscribe for shares to which that warrant relates Website

7 means our website at or any other Internet address which we may notify to you from time to time Working Day means any day other than a Saturday, Sunday, or a bank holiday in England You/your means any person entering into the Agreement with us 2.2 In these terms: 1. references to the singular includes the plural and vice versa; and 2. headings are for reference only and shall not affect the construction of these terms. 3 The Trustnet Direct Trading Services 3.1 The General Terms and Conditions set out in this Section A of these terms apply to any dealing account you have with us. 3.2 The main service provided is execution only Trading in Investments being buying, selling or subscribing for certain types of Investments described on the Website. This means we will not give you any form of investment, taxation or other advice, or advise you about the merits of a particular Trade or a particular Investment. In the provision of this service, we are not required to assess the suitability for you of the investments or services provided or offered and therefore you will not benefit from the protection of the FCA Rules on assessing suitability. (An assessment of suitability takes into account an investor s knowledge and experience, financial situation and investment objectives and only applies when a firm makes a personal recommendation or manages investments). If you need advice, you should consult an appropriately qualified FCA regulated financial adviser. 3.3 The Trustnet Direct Service is made available through the Website and we may, at our discretion, make the service, or part thereof, accessible through Mobile Devices. 3.4 The Trustnet Direct Account can hold both Investments and/or cash and where relevant we will maintain separate records of these for you. Details of how such cash and Investments are held are set out in Clause 8 below. The Investments that are available to hold and Trade through your Trustnet Direct Account, and the services that are available in respect of particular Investments, are detailed on our Website and may be amended from time to time at our discretion. (For example, certain Investments may be designated as sell only which means that you can effect sale Trades in respect of such Investments but may not purchase them through your Trustnet Direct Account.) 3.5 We will carry out each Trade in accordance with the FCA Rules and the rules and market practices of any Exchange on which we carry out that Trade.

8 3.6 Certain countries have local laws or regulations that may prohibit you from using the Trustnet Direct Service. We are unable to offer the Trustnet Direct Service in these countries and the Website is intended for use by UK residents only. 4 Opening Your Trustnet Direct Account 4.1 You must be 18 years of age or over and be resident in the UK or if not resident, be performing duties as a crown employee serving overseas and paid out of the public revenue of the UK (typically a serving member of the armed forces, or a diplomat) or be married to, or in a civil partnership with, such a person. You must immediately inform us if you cease to be resident in the UK or if you cease to be performing duties as a crown employee serving overseas and paid out of the public revenue of the UK or be married to, or in a civil partnership with, such a person. For the avoidance of doubt, we will not accept any applications from a US person as defined under US IRS rules. 4.2 We will not knowingly accept instructions to open a Trustnet Direct Account from a corporate body or investment club, except to the extent that is necessary to enable you to close or transfer your Trustnet Direct Account. 4.3 When you apply to become a client of Trustnet Direct, you will be asked to select a unique username, password and PIN. This information should be kept confidential and can be used to access the Trustnet Direct Service. We will also allocate to you a personal customer number which should be used as part of the verification process when contacting us by telephone. When we accept you as a client we will send you a welcome secure message and containing further instructions. Secure messaging can be accessed via the Website. 4.4 Prior to accepting you as a client we may require you to complete certain documents and provide evidence of your identity in line with our obligations under the law and applicable regulations, including in relation to preventing money laundering and financial crime. 4.5 We may, at our discretion, refuse to open an Trustnet Direct Account or to allow you to Trade or transfer into or pay into that account any cash or Investments unless and until we are satisfied that you have met our security verification procedures. If you fail to comply fully with any of our security checks or requirements, you may be provided with a Trustnet Direct Account, however we may in these circumstances require further identification documents from you before the account will become fully active. We may, in these circumstances, restrict the services available to you until we are satisfied with the documentation provided. 4.6 Subject to the terms of Clause 15 below, we will not accept any responsibility for any loss, costs, expenses or other disadvantage that you may suffer as a result of our refusal to open, or any delay in opening, your Trustnet Direct Account whilst we complete our security verification procedures. Activating a Trustnet Direct Account

9 4.7 The payment mechanisms by which you can pay funds into, and by which we can make payments from, your Trustnet Direct Account are set out on the Website from time to time. We reserve the right to levy administration charges for accepting payments, or making payments, by certain payment mechanisms (such as, for example, payments by cheque) and these charges will be detailed on the Website. 4.8 To activate your Trustnet Direct Account a minimum initial subscription may, at our discretion, be required. We will advise if this is the case when you register and will take payment of this amount in accordance with the procedures notified on our Website. If you do not fund your Trustnet Direct Account with either cash or Investments that are acceptable to us within six months of registering we may, at our discretion, close your Trustnet Direct Account and we shall notify you of such closure. 4.9 You are responsible for providing current details of your Nominated Bank Account and Debit Card in your name that we may electronically credit (send money to you) or electronically debit (take money due to us from you) in line with the terms of the Agreement. You are responsible for making sure that any payments that you make will not affect any benefits available under your Nominated Bank Account. All payments to be made by you into your Trustnet Direct Account and all cash payments to you from your Trustnet Direct Account will be in pounds Sterling. You must make sure your Nominated Bank Account continues to be able to make and receive payments. If it is not, you must promptly provide details of a replacement account acceptable to us. Risk warning 4.10 Buying Investments can involve risk and you will be able to effect Trades in different types of Investment carrying different levels of risk. The value of your Investments and the Income from them can go down as well as up. You may not get back the full amount you have invested There is an extra risk of losing money when Investments are bought in some smaller companies including penny shares. There may be a big difference between the buying price and the selling price of these shares. If they have to be sold immediately, you may get back much less than you have paid for them. The price may change quickly and it may go down as well as up Certain Investments may not be readily realisable. You may have difficulty selling these Investments at a reasonable price and, in some circumstances, it may be difficult to sell them at any price. You should not invest in these Investments unless you have carefully thought about whether you can afford them and whether they are right for you We may deal for you in Investments that may have been the subject of Stabilisation. Stabilisation is a process that supports the price of newly issued Investments. It can make the market price of the newly issued Investments temporarily higher than it would otherwise be. It may also affect the market price of Investments of the same class already in issue and of other Investments whose price affects the price of the newly issued Investments. It is undertaken to ensure that: 1. newly issued Investments are introduced to the market in an orderly fashion; and

10 2. the issue price and/or price of associated Investments is not artificially depressed because of the increase in supply caused by the new issue. It may only take place for a limited period. There are limits on the price at which shares and warrants may be stabilised In certain overseas jurisdictions there may be different Settlement, legal and regulatory requirements to those applying in the UK and also different practices for the separate identification of clients Investments. Suspension of your Trustnet Direct Account 4.15 If we reasonably believe that you are using the Trustnet Direct Service for illegal purposes or outside of normal market etiquette, or if we find out that there is a disagreement about who owns or has authority to deal in the Investments held for you under the Trustnet Direct Service, or we find that information provided by you as part of your application or otherwise is materially incorrect, we may freeze your Trustnet Direct Account or all or some of the Investments held for you. This means that we will not allow anyone to Trade those Investments or carry out any transactions until we are satisfied that you are not using your Trustnet Direct Account for illegal purposes, you provide corrected information to us or that the disagreement is settled. Your Trustnet Direct Account on death 4.16 If we receive proof of your death that is satisfactory to us (acting reasonably), the Nominee will continue to hold (either directly or to its order) your Investments and any cash held in your CA. If the Nominee was holding those Investments and, if applicable, cash only for you, the Nominee will follow the instructions of your personal representatives When we have received evidence of your death that is satisfactory to us (acting reasonably), and we are asked by your personal representatives or any other person entitled to the Investments in your Trustnet Direct Account we will sell those Investments and pay the proceeds and any other cash in your Trustnet Direct Account (less any money owed to us or to HMRC) to them once we have verified their identity. Alternatively, if your personal representatives or any other person entitled to the Investments in your Trustnet Direct Account ask us to register them in the name of another person or persons, we will do this once we have been able to verify their identity (less any money owed to us or the HMRC). Your Trustnet Direct Account will then be closed If more than one personal representative is appointed by the holder of an Trustnet Direct Account, we may, at our discretion, send all written notices and other communications to the person first named and those notices and communications will be treated as given to all holders Until we sell the Investments, they will be subject to daily price movements and Corporate Actions as normal. When we know who your personal representative is, we will tell them the value of the Investments and cash in your Trustnet Direct Account upon request (subject to applicable Charges) on the date of your death. 5 Funding Your Account

11 Operation of the Cash Account 5.1 Subscription monies and the proceeds from the sale of Investments will be paid into your CA as will any Income arising from your Investments. 5.2 When you instruct us to buy or subscribe for Investments for you, your CA needs to contain sufficient cleared funds to meet the full costs of the purchase or subscription. If cleared funds are insufficient at the point of execution to cover the whole amount of a purchase or subscription, we will either: 1. not carry out any part of the purchase or subscription; or 2. adjust your trade to match the cleared funds in your CA. 5.3 As mentioned at Clause 4.7 above, you can fund your Trustnet Direct Account in a number of ways. Further details and instructions on how such payments/methods of funding are to be made are set out on the Website. 6 Trading Placing Trades 6.1 We may, at our discretion, accept instructions for Trades or in relation to other services made available as part of your Trustnet Direct Account in the following ways: 1. through our secure Website. If the Website is unavailable or if you should receive an error message you should contact our contact centre (details of which can be found on a holding page on our Website) to place or confirm your instructions by telephone; 2. through an application on an internet enabled Mobile Device that we support as part of the Trustnet Direct Service; and 3. telephone deals to buy, sell and subscribe for a number of different types of Investments. The types of Investments you can Trade on the telephone, and details of the relevant procedures and contact numbers, are listed on the Website. The level of Charges may vary depending on the method that you use to place a Trade and the relevant Charges are set out on our Website. 6.2 Any Investments that you buy or transfer in will be held in your Trustnet Direct Account and the relevant nominee and Safe Custody procedures outlined in Clause 8 will be applied. 6.3 Before you place an instruction to effect a Trade in Complex Instruments you will be required to successfully complete an assessment set out on the Website. This assessment will allow us to assess your knowledge and experience in trading in Complex Instruments. If you do not provide us with the necessary information in order to complete an assessment or you fail to answer the questions to our reasonable satisfaction, we reserve the right

12 to refuse your instruction. We will not be liable to you in respect of appropriateness of and such Trade or any losses, costs, expenses or other consequences arising from your inability to place such a Trade. We have absolute discretion to determine which Investments are Complex Instruments from time to time but a note of the types of Investments that we consider to be Complex Instruments is set out on the Website. Trading Period 6.4 The period during which a Trade can take place on a particular Exchange upon which we carry out that Trade is known, for the purposes of these terms, as the Trading Period. The Trading Period for a particular Trade will depend upon the type of Investment involved and the opening hours of the Exchange that we use for the Trade. Trades made on a particular Exchange can only be made during the relevant Trading Period for that Exchange. Risk Management 6.5 You should be aware of the following risks and responsibilities that apply to you when placing Trades: 1. we shall not be liable for the availability, functionality, performance, completeness, accuracy, satisfactory quality, fitness for purpose or reliability of, nor the existence of viruses, malware or other harmful programs within, any of the systems, platforms or media by which orders can be placed or processed using any of the methods described in Clause 6.1, or any services or sites accessed or files downloaded via such systems, platforms or media. In particular, we shall not be liable for any damage caused to devices (including, without limitation, Mobile Devices) used to access and/or place an order through such systems, platforms or media, or for any loss of data; 2. you understand and accept that the methods described in Clause 6.1 entail certain risks for which we shall not be liable, including but not limited to: (i) orders being placed on the basis of incomplete, inaccurate or misleading information, (ii) orders being placed without your intention, including but not limited to input errors and instructions sent by someone other than you, provided we have acted reasonably to verify your identity (iii) our services (and/or the systems, platforms or media which we use or rely upon including, without limitation, third party electronic trading platforms) being temporarily unavailable for whatever reason (other than as a result of our willful default, negligence or fraud); and/or (iv) any failure or delay in the sending or receiving of information as a result of failures or delays relating to any networks used to transmit data; and 3. we shall not be liable in respect of any third party content contained on any system, platform or media capable of being used to submit orders for Trades as contemplated by Clause 6.1. We do not endorse any such third party material and have no control over its content. Trading on your behalf 6.6 You can buy, sell or subscribe for Investments during the relevant Trading Period for the Investment in question. You must tell us the exact name, number or value of Investments you want us to buy, sell or subscribe for using the procedures outlined in Clause 6.1.

13 6.7 If we accept instructions for Trades, they will be carried out as soon as reasonably practicable (taking into account Trading Periods and other relevant factors). Our Order Execution Policy describes how we execute Trades on your behalf and this is available on our Website. 6.8 Notwithstanding Clause 6.7, we may buy, sell or subscribe for Investments for you and other clients as part of the same Trade. When we do this, we must reasonably believe that the aggregation of orders is unlikely to work to your disadvantage. However, it could result in a slightly less favourable price than if we had bought or sold your Investments separately. 6.9 Other than where a Trading Parameter is cancelled prior to the trigger event for that Trading Parameter occurring in accordance with Clause 6.26, when you instruct us to buy, sell or subscribe for Investments you cannot change your mind afterwards. Your instructions will not bind us until we have accepted them. We will confirm that your order has been accepted by giving you an order or bargain reference On occasions the demand for the Trustnet Direct Service and market conditions may fluctuate. Consequently once we have accepted your instructions to buy, sell or subscribe for Investments we cannot accept any responsibility for any actual or potential financial loss, cost or expense you incur if for any reason (other than as a direct result of our negligence, willful default or fraud) there is a delay in executing your instruction to Trade or a change in market conditions before execution of your instruction to Trade is complete When we have accepted your instructions to Trade we may, at our reasonable discretion, contact you to confirm your instructions. We are however under no obligation to confirm instructions and we will not be liable to you if we do not contact you If we are unable to execute a Trade or a Trade is cancelled for any reason, we will not be liable for any loss, cost or expense that you incur as a result thereof except to the extent that the failure to execute or cancellation is a direct result of our fraud, negligence or willful default. In particular, we reserve the right to cancel any duplicate or repeated instruction to Trade you give to us where the circumstances indicate to us (acting reasonably) that the Trade has been split into smaller orders to take advantage of any market limitations or restrictions. Times when Trades can t be placed 6.13 As mentioned at Clause 6.4 above, where a Trade is to be executed on a particular Exchange, it can only be executed during the Trading Period for that Exchange. Where an intimation to Trade is registered by us outside a Trading Period for an Exchange, we will endeavour to carry out that Trade as soon as is reasonably practicable within the next available Trading Period for the relevant Exchange (taking into account the procedures set out in our Order Execution Policy) We may refuse to accept any instructions. In particular, we may ask you for proof that you have the right to deal in Investments for which you have given us instructions. We may not deal for you until you have provided us with proof that is satisfactory to us. In particular, we may not accept your instructions to Trade unless:

14 1. we have verified any changes to your Personal Information; 2. we have received any documents (completed to our satisfaction) we may have asked for; 3. we have all the documents (including any share certificates) and information we need to carry out your instructions (this includes any evidence we need to confirm a change to your name or address) We only accept instructions to sell Investments where such Investments are held within your Trustnet Direct Account as the Trustnet Direct Services does not support the sale of Investments that you do not own (known as short selling ) We only accept instructions to buy or subscribe for Investments where you have sufficient cleared funds in your CA to cover the amount required to settle the relevant Trade including all dealing expenses and Charges applicable thereto. Authority to Trade 6.17 We will accept instructions to effect a Trade in Investments for you in the following manner and you agree that instructions that we accept in good faith will form a legally binding contract between you and us: 1. Instructions from you, (and by placing that Trade through the Trustnet Direct Service you confirm that you have the right to effect the Trade and that no other person has any rights or interests in those Investments that prevents you from Trading them in line with these terms). Any instructions that we accept in good faith will form a legally binding contract between you and us; 2. Instructions from a person who we are satisfied has a legal right to give us instructions (for example, your trustee if you are made bankrupt or your personal representative); or 3. Instructions from a person that you have authorised in writing to give us instructions (for example, someone who has a power of attorney for you) as long as we have accepted your written authority to do, and in each case, we are hereby authorised as your agent for the express purposes of following instructions in line with these terms. Other conditions relating to Trading 6.18 We shall be entitled to debit your CA (for the amount required to settle the relevant Trade including all dealing expenses and Charges applicable thereto) on receipt of instructions to Trade If, after acting for you and our other clients for any Trade, we are left with fractions of Investments or cash, we may, where we consider it reasonable to do so taking into account our obligations under applicable laws and regulations, add these together and retain them or, in the case of Investments sell them and retain the proceeds.

15 You must observe normal market etiquette when trading. When you trade using our service you must declare your total intention. For the avoidance of doubt, you should not split your trade into smaller shapes. We shall be entitled to cancel any trades that we deem to be split from an overall larger order. Trustnet Direct Trading Parameters 6.20 We may offer the ability to place Trading Parameter orders in respect of your Trustnet Direct Account and further details, including how these work and an explanation of the term best available price are set out in our Order Execution Policy and on the Website The Investments in respect of which particular Trading Parameters are available from time to time are specified on our Website and we reserve the right to change the range of Investments which these services are available We also reserve the right not to offer a particular Trading Parameter service or to withdraw the facility for doing so. We will notify you on our Website if we withdraw this facility All Trading Parameter orders will be treated as individual orders. Placing subsequent Trading Parameter orders does not necessarily replace or cancel previous ones set by us on your behalf You are able to leave an order that will expire at the close of business on any Working Day in the future, except in the case of limit orders and stop loss orders which can only run for a maximum of 90 calendar days except with our express consent. The order will run until either expiry, execution, amendment or cancellation by you or deletion by us. We may decide to extend the maximum period beyond 90 calendar days. Should this be the case, we will publish details on the Website. We will check that you have available cash or Investments in your Trustnet Direct Account in order to cover the relevant Trade (including applicable costs and Charges) at the point where your Trading Parameter order is triggered and immediately prior to execution. If there is insufficient cash or appropriate Investments available, the order may in our absolute discretion be deleted. Should this occur you will receive a secure message notifying you of the deletion Trading Parameter orders will be executed on an all or nothing basis where the relevant trigger for the Trading Parameter order is met A Trading Parameter order may be amended or cancelled by you, as long as the relevant order has not been carried out or is not in the process of being executed following the relevant trigger event having occurred and we accept the cancellation or amendment (such acceptance not to be unreasonably withheld or delayed) When we accept your order, we will endeavour to follow your instructions and will generally carry out orders by reference to time of receipt. We do not guarantee that orders will be executed even if a price is met as market conditions may result in the price being unavailable when we attempt to execute the Trade.

16 6.28 Trading Parameter orders are designed to execute when the price of an Investment meets, falls below or rises above a specified price. In the period between the price being achieved and the execution of the relevant order, the price of the Investment may have moved. This may mean that the order is traded at a slightly different price. In certain market conditions, the price difference could be significant. In addition, specific events may cause the price of an investment to move to an unusually high or low price, which may cause your order to execute at those prices. Any such order executed in these circumstances will be valid and we will not be liable for any resulting loss, costs or expenses resulting from price movements. Risk Warnings - Trading Parameter orders 6.29 If you place an order and the Investment held in your Trustnet Direct Account is subsequently suspended, we reserve the right to cancel or amend that order and we will endeavour to notify you thereof as soon as reasonably practicable If you place an order and the Investment is then subject to a Corporate Action our standard practice is to execute orders when a price is met, even if the Corporate Action affects the price either technically (for example through a re-structure) or because of market sentiment. However we reserve the right to amend such orders at our discretion We will not be liable for any failure to execute an order for technical or operational reasons (including allowing for market stabilisation, and auction periods) save to the extent that it is a direct result of our negligence, fraud or willful default. Trades in Non-UK Investments 6.32 The Non-UK Investments that you can Trade through your Trustnet Direct Account (subject to restrictions on Investments that you are permitted to have in your Trustnet Direct ISA (see Section D of these terms for details)) or through your Trustnet Direct SIPP (see the SIPP Terms and Conditions for details) are set out on our Website. In order to facilitate Trading in a wide range of Non-UK Investments, we may enter into arrangements with third parties to provide services, including the provision of dealing, Settlement and custody services in relation to Non- UK Investments If you ask us to deal in Non-UK Investments for you, we may hold your money in a bank account with an Approved Bank outside the UK or pass your money to an intermediate broker or agent, Settlement agent or Over the Counter (OTC) counterparty outside the UK. In such circumstances the legal and regulatory regime applying to the Approved Bank, intermediate broker, Settlement agent or OTC will be different from that of the UK and, in the event of a failure of these organisations your money may be treated in a different manner from that which would apply if your money was held by an organisation within the UK. Where we hold your money in a bank account with an overseas Approved Bank, such a bank may be entitled to combine the account with any other account or to exercise any right of set-off or counterclaim against money in that account in respect of any sum

17 owed on any account of ours. We will not be liable for the solvency, acts or omissions of any third party referred to in this term When effecting an instruction to purchase Non-UK Investments we will notionally limit your order, at our discretion, to a percentage of the available cash in the CA of your Trustnet Direct Account to take account of movements in the market. We do this to limit the risk that a sudden adverse change in market conditions or exchange rates result in your order exceeding the available cash funds. However, should such a change occur you will remain liable for meeting the full cost of the order. Additional risks in respect of Trades in Non-UK Investments 6.35 Exchange rate fluctuations may adversely affect the value of Investments priced in foreign currencies. Foreign markets will involve different risks to the UK markets and in some cases the risks will be greater. There may be different Settlement, legal and regulatory requirements to those applying in the UK. 7 Settlement Settlement of money 7.1 Your Trustnet Direct Account will be denominated in Sterling. We will carry out Trades and settle them with you in Sterling. 7.2 All payments under the Agreement shall be made in Sterling. If we receive an amount from you, or on your behalf, in a currency other than Sterling, we shall convert that amount into Sterling at a time and at a rate of exchange selected by us. You will be liable for any costs and expenses that we may reasonably incur as a result of such currency conversion provided that we may, at our discretion, charge you for any part of the costs and expenses so incurred. 7.3 We may decide to make payments to you by cheque. If we make a payment by cheque because we have not been able to complete the transfer of funds into your Nominated Bank Account, we reserve the right not to pay you any interest on the funds transferred to you in these circumstances and to levy a Charge for doing as set out on our Website. 7.4 We will not be liable for any loss arising directly or indirectly from the late collection of a direct debit payment (including any loss of investment opportunity or loss of tax relief) unless such loss is directly caused by our willful default, fraud or negligence in connection with the performance of the Agreement. 7.5 We accept no responsibility for default or other failure to perform by a third party Settlement agent, depository, clearing or Settlement agent or system or any participant in one of them except where such default or failure is directly caused by our willful default, fraud or negligence in connection with our performance of the Agreement Receipt of money on sale of Investments

18 7.6 If you make a sale we will credit your CA immediately. The proceeds from this sale will be made available immediately to re-invest through your Trustnet Direct Account. You cannot withdraw such funds until they are available as cleared funds within your CA and there are no outstanding Charges or other fees due in respect of your Trustnet Direct Account. Non receipt of funds for a Trade 7.7 Beneficial ownership in any Investments shall not pass to you until you have paid for them and our related Charges and dealing costs in full. 7.8 In certain overseas jurisdictions there may be a different Settlement, legal and regulatory requirements to those applying in the UK and also different practices for the separate identification of clients investments. 8 Holding Investments Custody of Investments 8.1 Investments that you buy or subscribe for or transfer into your Trustnet Direct Account will be held in Safe Custody in your Trustnet Direct Account (either in the Nominee or to its order) in accordance with the following arrangements (or such other arrangements as we may notify you of on our Website from time to time). General Most Investments that you buy or subscribe for or transfer into your Trustnet Direct Account, such as shares traded on a UK Exchange, will be held in Safe Custody in the Nominee itself. Under this arrangement, the Nominee has legal title to the relevant Investments and you retain the beneficial entitlement at all times. Units in investment funds Some Investments, such as units in certain investment funds, may be Traded by us on your behalf using a third party electronic trading platform and where such units are held for you as part of your Trustnet Direct Account, they will be pooled with other clients of the third party and held electronically in its name, or in the name of its nominees, to our order. Non-UK Investments We may enter into arrangement with a third party for the provision of dealing, Settlement and custody services in relation to Non-UK Investments. Where you buy or subscribe for or transfer into your Trustnet Direct Account eligible Non-UK Investments, these may be held in the name of the third party s nominees to our order. 8.2 If you hold Investments and wish to transfer these to your Trustnet Direct Account, you can apply to us for them to be transferred into your account (provided that they are eligible to be held as part of your account). The procedures for effecting such transfers, and any applicable costs and Charges, are set out on the Website.

19 8.3 Where we consider it appropriate and in accordance with regulatory requirements, your Investments (whether they be Investments of the types described in Clause 8.1 or otherwise) may be pooled with those of other clients in an omnibus account. In that case, individual entitlements may not be identifiable by share certificates or entries on an electronic register. If there is an irreconcilable shortfall following any default by us, by any third party we instruct in relation to units in investment funds and non-uk securities or by any sub-custodian, you may not receive your full entitlement and may share in the shortfall in proportion of the Investments which we hold for you with our other clients. 8.4 We have accepted responsibility under the FCA Rules for any custodian function carried out by our Nominee in its capacity as an eligible nominee. 8.5 We will not lend or deposit by way of collateral any Investments in your Trustnet Direct Account to a third party without your express permission. 8.6 You must not use the Investments and cash in your Trustnet Direct Account as security for a loan. Money may not be borrowed on the security of Investments or cash in your Trustnet Direct Account. 8.7 Some companies offer special benefits to their shareholders (that is, shareholder perks ). As your Investments will normally be pooled with those of other clients and will be registered in the name of a nominee company (such as the Nominee), we may not claim shareholder perks for you. 8.8 We will hold your Investments so that we comply with the FCA Rules in relation to the safeguarding of client assets. In the event of the nominee or one of our custodians being declared in default we will make a claim on your behalf, including, where applicable, through the Financial Services Compensation Scheme. Under the Financial Services Compensation Scheme, compensation of up to 50,000 of assets held with the relevant custodian is available to eligible claimants. You should note that the 50,000 limit applies to the aggregate of all your claims against the relevant custodian, including any claims you may have directly against the relevant custodian. Therefore, you may lose all or part of your assets. An explanation of your rights to compensation under the scheme in the event of our failure is in Clause Holding cash 8.9 Cash funds can only be held pending investment and all Income and cash entitlements once received by us will be paid promptly into your Trustnet Direct Account pending investment. If you do not use the cash to Trade within a period of 12 months, we may return it to you We will hold your cash funds so that we comply with the FCA Rules in relation to Client Money. This means that we will hold your money, along with money belonging to other clients, in a pooled client money account with an Approved Bank. This account will be designated as a trust account and will be segregated from our own cash funds.

20 8.11 In the event of an Approved Bank being declared in default we will make a claim on your behalf, including, where applicable, through the Financial Services Compensation Scheme. Under the Financial Services Compensation Scheme, compensation of up to 85,000 of funds held with the relevant Approved Bank will be available to eligible claimants. You should note that the 85,000 limit applies to the aggregate of all your claims against the relevant Approved Bank, including any claims you may have directly against the relevant Approved Bank. As such, you may lose all or part of your cash funds held within your Trustnet Direct Account in the event of default by an Approved Bank. An explanation of your rights to compensation under the Financial Services Compensation Scheme in the event of our failure is in Clause We may pay interest on your CA. Interest is accrued daily and will be paid periodically on cleared funds. The current rate(s) can be found on our Website 8.13 Where your Trustnet Direct Account, has been closed, transferred, or is in the process of being closed or transferred and the balance of your account (taking into account all applicable Charges) is less than the De Minimis Amount, and provided that we have used reasonable endeavours to notify you of such balance and pay that balance to you (subject to being put in funds to cover our administration Charges in respect thereof (as set out on the Website)), then following the expiry of a period of at least 6 months from the date when we received the relevant closure or transfer request, we may, at our discretion, set off such account balance against our administrative expenses and no amount will be owing to you Any cash that you are entitled to receive in connection with your Trustnet Direct Account will be rounded down to the nearest penny All Income and cash entitlements once received by us will be paid promptly into your Trustnet Direct Account pending investment Provided that we have complied with the relevant FCA Rules, you agree that we can cease to treat as client money any unclaimed cash balance that we hold for you where there has been no movement in the balance for a period of at least 6 years and we can demonstrate that we have taken reasonable steps to trace you and to return the balance You are responsible for your own tax affairs and tax liabilities. We will make payments to you on a gross basis, and you shall be responsible for the payment of any and all tax liabilities that you may incur on such payments made by us to you We will only accept dividends in cash unless we expressly agree otherwise. Information and Exercise of Voting Rights 8.19 You may, by electing to take up the reporting and information service available on our Website, receive certain annual reports, accounts and other corporate information relating to Investments held within your Trustnet Direct Account. Further details of this service are available on our Website.