Terms of Business and Appendices for CIRCA5000 UK Ltd
This document details the general Terms of Business, together with individual appendices, which constitute the base terms for all services provided by CIRCA5000 UK Limited and CIRCA5000 LTD. This document was updated on 8 December 2021 and supersedes all previous agreements and versions.
TERMS OF BUSINESS
These terms of business (“Terms”) and Appendices (as applicable) and other policies as supplemented or amended from time to time (all as applicable, available and updated from time to time and viewable at www.CIRCA5000.com (collectively the “CIRCA5000 Agreement” or “Agreement”) define the legally binding contractual basis on which CIRCA5000 UK Limited (“CIRCA5000”) a company registered in England and Wales (company number 13214839), with its registered office at 3rd Floor 86-90 Paul Street, London, EC2A 4NE will provide you with the Services (as defined below).
CIRCA5000 is an appointed representative of CIRCA5000 Ltd which is regulated by the FCA under reference number 846067.
CIRCA5000 has entered into an agreement with Seccl Custody Limited (“Seccl”), on behalf of ourselves and each of our clients whereby Seccl has agreed to provide clearing and settlement, safe custody and associated services for our clients who are subject to this Agreement. Seccl, with company number 10430958 , has its registered office at 20 Manvers Street, Bath, BA1 1JW. Seccl is authorised and regulated under number 793200 by the Financial Conduct Authority. The current terms and conditions of Seccl and the principal terms of the agreement with them as it applies to our clients, including you, are set out or summarised in Appendix 2 below.
We may, from time to time, enter into agreements with other third parties as your agent and which bind you. This may include custody and trading services. We will only enter into such agreements with lawfully authorised companies and will inform you with at least 30 days notice prior to doing so. You may terminate this agreement within that 30 day period if you do not wish to be bound by any such agreements by emailing email@example.com, absent such termination you authorise us to enter into such agreements as your agent.
We may modify these terms from time to time with 30 days notice. We will notify you of those changes by notification in the App and/or by email. You may terminate this agreement within that 30 day period if you do not wish to be bound by any such changes by emailing firstname.lastname@example.org, absent such termination you will then be bound by the terms as amended. In the event that you elect to terminate under this provision the current terms will apply until such time that your assets are transferred out.
Introduction and Structure of these Terms
In these Terms, references to “CIRCA5000”, “us”, “our” and/or “we” means CIRCA5000 UK Limited or CIRCA5000 LTD as the context requires. References to “client”, “you” and/or “your” means any person who opens a CIRCA5000 Account with us.
In these Terms, reference to a “CIRCA5000 Account” means the account that we will open for you which will enable you to set aside money to invest through the APP, as defined below, which allows us to provide the Services (as defined in ‘Definitions and Interpretation’ below).
These Terms contain important information regarding the Services provided 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 get in touch with us by email at: hi@CIRCA5000.com. A glossary of defined terms used in these Terms is set out in Section 2.
Some of the Services will be provided to you via our trusted third parties (the “Service Providers”).
In the event of any conflict between these Terms and any Appendix or Schedule, the Appendix or Schedule shall apply.
This Agreement applies to all methods or mechanisms used to provide the Services, including electronic mechanisms and systems.
We may from time to time send you further schedules, appendices and supplementary material relating to, among other things, exchanges, transactions and any additional Services offered by us.
DEFINITIONS AND INTERPRETATION
In this Agreement the following words shall have the corresponding meanings unless the context otherwise requires:
“Applicable Law” means all laws, enactments, regulations, directly applicable EU regulations, rules, regulatory guidance and regulatory authorisations, licences and permits which apply to the provision or the receipt of the Services, including FSMA, and the FCA Rules and the rules of any other relevant regulatory authority, exchange or clearing or settlement system applicable to business which we transact for you.
“APP” as the context requires, such mobile application(s) and/or website(s) as we may make available from time to time to enable you to access your CIRCA5000 Account and receive the CIRCA5000 Services.
“Available Cash” means cleared monies held for your Platform Product adjusted for any unsettled buy and sell Orders or cash allocated for pending buy Orders.
“Available Investment” means any investment shown as being currently held in your Platform Product adjusted for any unsettled transactions as confirmed by the custodian.
“Business Day” means any day which is not a Saturday, Sunday or public or bank holiday in England.
“Client Money Bank Account” means a client bank account which is used to hold Client Money in accordance with the FCA Rules.
“Contribution” means credits made to your Platform Product.
“Cookies Policy” means our cookies policy as updated and amended from time to time and available at www.CIRCA5000.com
“Current Tax Year” means the current period between 6th April and the following 5th April.
“Dealing Day” means any Wednesday (or other day as selected by CIRCA5000 in its absolute discretion) unless that day is not a Business Day in which case it shall mean the next available Business Day.
“Events of Default” means the occurrence at any time with respect to you of any the following: (a) you fail to make any payment due to us or to deliver any securities due to us (or agents used by us) or to perform any other obligation owed to us; (b) you fail to comply with any Applicable Law; (c) you become unable to pay your debts as they fall due or become insolvent or bankrupt or become the subject of any insolvency, bankruptcy or administration proceedings (under any Applicable Law); (d) a winding-up resolution is passed or a winding-up or administration order is made in respect of you or a receiver, liquidator, administrator or similar official is appointed in respect of you or any of your property (under any Applicable Law); or (e) you commit a material breach of these Terms or any Appendix, which is not immediately remedied.
“FCA Rules” means the rules of the Financial Conduct Authority (or its successor) in the United Kingdom contained in the FCA’s handbook of rules and guidance (as may be amended and updated from time to time).
“Fees Document” means the information provided in a durable medium and set out in Appendix 1, which sets out all the fees applicable to the services provided to you under the CIRCA5000 Agreement and the services provided to you under the Platform Agreement.
“Financial Conduct Authority” or “FCA” means the UK Financial Conduct Authority of 12 Endeavour Square, London E20 1JN, or any applicable successor body.
“Financial Ombudsman Service” or “FOS” 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 of the date you first make the complaint.
“Financial Services Compensation Scheme or “FSCS” A statutory compensation fund from which you may be able to make a claim in the event that a regulated firm such as CIRCA5000 is unable (or is likely to be unable) to pay a claim against it.
“Funds” means the collective investment schemes / exchange traded funds that are made available to you from time to time for investment via the APP as described in paragraph 11.1 of these Terms.
“GIA” means a General Investment Account.
“HMRC” means HM Revenue and Customs, the UK’s tax authority.
“ISA” means an Individual Savings Account, which is a tax-exempt savings scheme for individuals established under the ISA Regulations.
“ISA Regulations” the Individual Savings Account Regulations 1998, the Individual Savings Account (Amendment) Regulations 2007 and the related HM Revenue & Customs guidance notes for ISA managers, as amended and in force from time to time.
“ISA Terms” the additional terms contained at Appendix 3 of these Terms which will apply to you should you choose to hold your investments through an ISA.
“Key Features” means one or more of the GIA key features, ISA key features and Personal Pension key features.
“Key Investor Information Document” or “KIID” is a short document which a fund manager of a fund categorised as a “UCITS” is required to produce and make available to you in accordance with applicable laws prior to you making a decision to invest and which contains key investor information about the relevant fund and which you should read carefully.
“Order” means an instruction received by CIRCA5000 to buy or sell investments within your Platform Product.
“Order Transmission Policy” means the policy set out in Appendix 5 which CIRCA5000 has adopted with a view to ensuring that when CIRCA5000 receives instructions from you to undertake an investment (via the APP) and transmits those instructions to execute it does so with a view to achieving the best possible result for you in accordance with the FCA Rules.
“Personal Pension” Means a Self Invested Personal Pension opened through the APP.
“Personal Pension Terms” The terms and conditions agreed to when opening a Personal Pension through the APP which incorporate these terms and conditions.
“Permitted Investments” the Funds made available for investment by you from time to time through the CIRCA5000 Services.
“Permitted Withdrawal” means a withdrawal of the cash and/or investments held through your CIRCA5000 Account, other than in respect of a JISA or Personal Pension, if permitted by the ISA Regulations and the terms of the particular Platform Product.
“Platform Products” means the products offered and provided by the Platform and which are made available through the CIRCA5000 Services such as the GIA, ISA, JISA and Personal Pension.
“Platform Agreement” means the section of the agreement relating specifically to the Platform Products, as further described and defined in clauses 3.2 and 4 of these Terms.
“Portfolio” means each and any General Investment Account or ISA Account (as defined in Appendix 2) as applicable in the context.
“Previous Tax Year” means any previous period between 6 April and the following 5th April.
“Qualifying Investments” means investments which can be held in an ISA, GIA, JISA or Personal Pension as applicable, in accordance with the relevant regulations.
“Retail Client” has the meaning given by the FCA Rules.
“Services” means each and any of the services, supplied pursuant to this Agreement.
“Service Providers” means any CIRCA5000 Services that are provided to you via our trusted third parties.
“CIRCA5000” means CIRCA5000 UK Limited.
“CIRCA5000 Agreement” means your agreement with CIRCA5000, as further defined under paragraph 3.1 of clause 3.
“CIRCA5000 Services” means the services that CIRCA5000 will provide to you as further defined in clause 10 of these Terms.
“Transfer In” means in relation to your ISA, a transfer into your Platform Product ISA of cash or investments from another ISA, as permitted by the ISA Regulations. In relation to your GIA, a transfer into your Platform Product GIA of cash or investments either from you personally or from another dealing account. In relation to your Personal Pension, a transfer into your Platform Product Personal Pension of cash or investments from another suitable pension scheme.
“Transfer Out” means in relation to your ISA, a transfer of Platform Product ISA together with cash and/or investments to another ISA, as permitted by the ISA Regulations. In relation to your GIA, a transfer of your Platform Product GIA together with cash and/or investments to another dealing account. In relation to your Personal Pension, a transfer from your Platform Product Personal Pension of cash or investments to another registered pension scheme or qualifying recognised overseas pension scheme.
“We,“, “our” or “us”” means CIRCA5000; and
“You” or “you” means the recipient(s) of this Agreement.
A reference in this Agreement to a ‘Clause’, ‘Appendix’ or a ‘Schedule’ shall be construed as a reference to, respectively, a clause, appendix or schedule of this Agreement, unless the context requires otherwise. References in this Agreement to any statute or statutory instrument or Applicable Laws include any modification, amendment, extension or re-enactment thereof. A reference in this Agreement to a ‘document’ also includes electronic documents. References to persons include but are not restricted to bodies corporate, unincorporated, associations and partnerships.
Where applicable, and unless the context requires otherwise, any term used in this Agreement has the meaning given to it by the FCA Rules.
Clause headings in this Agreement are for ease of reference only.
Commencement and status of your agreement with us (“CIRCA5000 Agreement”)
These Terms, together with (a) the information we have provided to you via the APP about our services and our fees; and (b) the information you have provided to us via the APP and/or any other permitted means under these Terms in relation to your CIRCA5000 Account constitutes the agreement (“the CIRCA5000 Agreement”) between you and us in the provision of our Services to you.
These Terms and, in particular, Appendix 1 the “Platform General Terms” and, if applicable, Appendix 3 the “Additional ISA Terms”, together with a) the information we have provided to you via the APP about the Platform Products and costs and charges; and b) the information you have provided to us via the APP and/or any other permitted means under these Terms in respect of the Platform Products (including declarations given by you); and c) any applicable Key Features Documents constitute the “Platform Agreement”.
The CIRCA5000 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 CIRCA5000 Account with us has been opened.
The CIRCA5000 Agreement has no minimum duration period.
Commencement and status of the Platform Agreement
The Platform Agreement will be legally binding when you accept these Terms. However, we will only start to provide the Platform Services to you if and when you open a Platform Product.
The Platform Agreement has no minimum duration period.
Your right to cancel
You have a right to cancel your CIRCA5000 Account and any applicable Platform Product(s) selected by you within 30 calendar days, starting on the date on which we notify you that the relevant Platform Product(s) is opened. If you decide to cancel, you must notify us within this cancellation period.
However, you do not have cancellation rights in respect of transactions that you have entered into prior to cancellation, which means that on you notifying us that you wish to cancel your Platform Product(s), you agree that we may, in accordance with Appendix 2, paragraph 2.4, sell any investments that may have been made during the cancellation period, and we will not be responsible for any losses that you may incur as a result.
Your right to cancel is without prejudice to our accrued rights under this Agreement and the termination provisions in clause 28 “Termination”.
We would like you to be completely satisfied with our services and will promptly respond to any complaints that you may have. Should you have any complaints in connection with CIRCA5000 services then please do not hesitate to notify us by email at: email@example.com. We will acknowledge your complaint promptly and arrange for the matter to be investigated in accordance with FCA Rules and report the results to you.
If your complaint is unresolved or not settled to your satisfaction within 8 weeks from the date you first made the complaint, you may refer it directly to the Financial Ombudsman Service by using the following contact details:
By post: Exchange Tower, Harbour Exchange, London, E14 9SR
By telephone: 0800 023 4 567
By completing a website enquiry form at: https://help.financial-ombudsman.org.uk/help/enquiries
You can find out further information about the FOS on its website: www.financial-ombudsman.org.uk.
You may be entitled to compensation from the FSCS in the event that we have ceased trading or have been declared to be in default and unable to meet our respective obligations. The FSCS provides protection for your investments up to a certain amount and offers different levels of cover for different types of business. You should check www.fscs.org.uk for the latest information.
Investment performance is not guaranteed. If an investment fails to meet its objectives or underperforms, this will not in itself entitle investors to compensation from the FSCS.
In accordance with the FCA Rules we hereby notify you that we have categorised you as a Retail Client. Therefore, Services provided to you under the CIRCA5000 Agreement and the Platform Agreement will be on the basis that CIRCA5000 will treat you as a Retail Client under the FCA Rules, and you will benefit from the protections available to retail clients. If you would like more information about this, please email us at firstname.lastname@example.org.
You are responsible for keeping us informed about any change that could affect your client categorisation. You have the right to request a different client categorisation; however, we may choose not to deal with you on such basis.
We shall be entitled to assume that by instructing us you are not prohibited from using our Services and will comply at all times with the Applicable Law. Nonetheless, we reserve our right to refuse to accept instructions unless we are required to accept such instructions under Applicable Law.
We may refuse to act on any instruction where we reasonably believe that:
AVAILABILITY AND PROVISION OF CIRCA5000 SERVICES
We will provide the “CIRCA5000 Services” to you in connection with the setup and operation of your CIRCA5000 Account. The CIRCA5000 Services include but not limited to the following services:
the provision of the APP or, in the unlikely event that the APP is not available, such alternative means as we may specify from time to time to allow:
we will provide the CIRCA5000 Services to you in accordance with the Terms of the CIRCA5000 Agreement, all applicable laws and the FCA Rules.
We will do our best to ensure the APP and your CIRCA5000 Account is available and up and running for you to use at any time. However, we cannot guarantee uninterrupted availability and there may be times where the APP and/or your CIRCA5000 Account may not be available. There may be times where due to technical difficulties we may not be able to facilitate your investment instructions and/or there may be interruptions and/or delays to our services. If this happens we will to the extent possible provide updates or do our best to contact you to let you know what you should do. You can also contact us by email at: email@example.com.
We may amend, suspend and/or terminate any or all Services at any time for any reason. Where reasonably practicable we will give advance notice of this but this may not always be possible and/or practical for business reasons.
We may also restrict and/or change the hours and time of operation of any of our Services at any time for any valid reason. Where reasonably practicable we will give advance notice of this but this may not always be possible and/or practical for business reasons.
We do not accept any liability for any loss that you may suffer because you are unable to place an order due to unavailability of our Services as a result of maintenance or upgrade of systems or in certain market conditions.
We shall not be liable for any actual or potential loss or expense you incur as a result of the suspension or cancellation of a transaction in the circumstances set out in this clause.
Through your CIRCA5000 Account you are able to self-select and invest in a number of Funds which we from time to time make available to our clients. We do not select funds to offer to our clients based on performance or risk levels but rather their impact status. We operate on an execution only basis which means that you must satisfy yourself that the investments you make are suitable for you.
Prior to making any decision to invest you must read the “Key Investor Information Document” or “KIID” relating to the relevant Funds. By choosing to invest in any fund you are warranting to us that you have read and understood the KIID. The KIID contains important information of which you should be aware. You can access the KIID via the APP.
Please note that we are not in the business of providing investment management services, nor do we provide financial advice to our clients; we will not make recommendations based on your personal circumstances. Should you require financial or investment advice, you should seek advice from an approved investment manager or qualified financial adviser. We cannot provide any assurance that the CIRCA5000 Account, the CIRCA5000 Services, the Platform Products or the Funds are suitable for you.
Each time you credit funds to a Platform Product, that will constitute an instruction to use those funds to purchase investments in that Platform Product in proportion with your existing investments in that Platform Product so far as it is possible to do so. Any residual funds which could not be invested due to the residual not being sufficient to purchase units or a fraction of a unit of your selected funds will be held in cash.
You also instruct us to invest any cash received from dividends or other income from your investments in accordance with the funds that you have selected. Investment of this cash will take place as part of any rebalancing of your selected funds. Rebalancing will take place periodically and not less frequently then every 6 months.
We will not provide nor be responsible for providing you with any financial, legal or tax advice. Please note that certain provisions contained in the CIRCA5000 Agreement, the Platform Agreement and the APP set out information but not advice relating to tax treatment. You should note that tax treatment depends on individual circumstances and our and your current understanding of applicable law and HMRC practice, which may be subject to change in the future.
YOUR USE OF OUR APP
CIRCA5000 will provide you with security details to access your CIRCA5000 Account. Please ensure that you keep these details safe and confidential. You must not undertake any action that could compromise the security or effective working of the CIRCA5000 Services. Any such action will be considered a material breach of these Terms. You must notify us immediately if you think that someone else may know your CIRCA5000 Account details and/or if you suspect that your CIRCA5000 Account has been subject to unauthorised access or has been hacked. You must keep your details secure. Instructions received via the APP where you are logged in will be acted upon. Should you compromise the security of your log in details you will be responsible for any losses suffered.
You are responsible for monitoring your CIRCA5000 Account, ensuring that you read all messages that have been sent to you (whether through the in-APP secure notification centre, via the email address you have provided to us, or via any other means as agreed between us).
You must not reproduce or distribute any material from your CIRCA5000 Account or www.CIRCA5000.com without our written consent. You may download or print information and documents that we provide to you for your personal use only.
You acknowledge and agree that all intellectual property rights in the APP, all documents and related technology anywhere in the world belong to CIRCA5000 or our licensors – you have no rights in or to the APP, the documents and related technology other than the right to use each of them in accordance with these Terms and the Data Terms.
FEES AND OTHER CHARGES FOR THE CIRCA5000 SERVICES
You shall pay to us those fees that are set out in the Fees Document in respect of our provision of the CIRCA5000 Services. You will also pay any applicable Value Added Tax.
In respect of the Platform Products, please see Appendix 2, paragraph 5 below which explains in more detail how certain of your investments may be sold and the proceeds used to satisfy your obligation to pay our fees.
You must also pay any applicable Value Added Tax on all fees, if applicable and any other taxes and levies or other transaction costs in respect of your transactions. We may make reasonable charges to you to cover the administrative costs of the provision of any additional information, documents etc., which we agree to supply to you at your request.
Any charges or expenses due to us (or agents used by us) from you plus any applicable Value Added Tax may be deducted from any Funds held in cash in any Portfolio. If there are insufficient cash funds in your Portfolio at any relevant time, we may in our absolute discretion defer, accrue, carry forward or roll over such charges or expenses until any future time when there are sufficient funds in your Portfolio to meet the aggregate charges and expenses then due, or raise an invoice with you to be settled otherwise. Where there are insufficient cash funds in your Portfolio on the due date of our fees you instruct us to sell your largest asset, debit out fees and then re-purchase that asset with the remaining balance. No deferral, accrual, carry forward or rollover of any liability of yours shall act to limit our discretion to collect the relevant charges and expenses in any manner we see fit at any future date, nor shall it act to any extent or in any manner as a release or waiver of your liabilities to us.
We may share charges with associated companies and other third parties or receive and retain remuneration from them in respect of transactions carried out on your behalf. Details of any such remuneration or sharing arrangements may not be set out in the relevant contract note but can be made available to you on request.
We will accept payments from you by debit card or when available, Open Banking transfer subject to clause 14 below. We will make payments to you via bank transfer to your specified bank account subject to all necessary anti-money laundering checks. We may also make payments to you via your debit card in our discretion.
OPENING YOUR CIRCA5000 ACCOUNT AND MAKING CONTRIBUTIONS
We will verify your identity in accordance with UK anti-money laundering legislation before opening your CIRCA5000 Account and providing the CIRCA5000 Services to you. We may use various third-party services to do this and you expressly authorise us to verify your identity and carry out all necessary anti-money laundering checks. You acknowledge that this will require us to transmit your personal information to such third parties. An ID Check may be performed with credit referencing agencies and you expressly consent to this.
You warrant and represent to us on an ongoing basis that:
You agree to notify us immediately if any of the above warranties cease to be correct.
Contributions to your Platform Product may be single or regular and can only be paid in Pounds Sterling. Contributions may be subject to certain minimums. We may change the minimum contributions from time to time and will notify you. The current minimum contribution is £5. Contributions will be accepted by debit cards which are 3DS secure enabled.
We may communicate with you at any time using the information you have given us, including, when appropriate, by telephone, SMS text message, by email and via the APP.
You must inform us immediately of any changes to your personal details, including your postal address, your email address and your bank details. When we receive returned mail or emails, we will make reasonable endeavours to contact you to get your new details. We reserve the right to not send further communications to the old address or old email address. We will not be liable to you for any loss you may suffer as a result of you not receiving correspondence or payments where you have not informed us of any change in your details and/or bank account. All communications sent to you by post, will be sent at your own risk to the last known postal address that we hold for you. It is your responsibility to ensure the contact information we have for you is up to date. In particular, 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. You accept that where either we or a Service Provider 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. Save where we have been negligent or where we have breached applicable law or the FCA Rules, 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.
In the case of communications sent by us to you through the APP such communications will be deemed delivered to you upon sending; we will not be obliged to seek acknowledgement of receipt from you in respect of communications so sent. We will not be liable to you for any delay or failure of delivery of any communication so sent, except where such delay or failure results from our negligence. Communications sent by us to you:
by post, at the last known postal address that we hold for you, will be deemed delivered and received by you 2 Business Days after posting unless otherwise specified. We will not accept any liability for postal delays; and
by email or secure electronic message will be deemed delivered and received immediately upon sending.
When you open a CIRCA5000 Account you will be provided with the ability to access your Platform Products via the APP. You will be requested to use your email as your username and select a password in order to activate your account. You acknowledge and agree that you are:
the sole exclusive owner of any account number allocated to you by CIRCA5000;
you will be responsible for the confidentiality and use of your own username and password;
we may rely on all orders and secure message instructions using your account number and you will be bound by any agreement entered into or expenses incurred on your behalf in reliance on such orders and secure message instructions.
YOUR INSTRUCTIONS VIA THE APP
The APP allows you to select and/or make changes to your CIRCA5000 Account, the Platform Product(s) and/or indicate your intention to undertake an investment transaction. We will rely on your interactions with us through the APP as constituting your valid instructions to us.
In certain circumstances we may generally restrict or suspend your access and use of the APP. In particular, you should note that we may take this action where:
we reasonably believe that the security of your CIRCA5000 Account or Platform Product has been compromised; and/or
it is illegal or against any relevant rule or regulation for instructions to be sent to the manager of the Funds.
The above reasons are not exhaustive.
You acknowledge and agree that all instructions and authorisations given by you in relation to the Platform Products and the investments made in respect of your CIRCA5000 Account must be sent by you personally and by no other person. Please refer to Appendix 2 of these Terms where we set out our obligations and duties with respect to your Platform Products.
You acknowledge and agree that all instructions are effective when they are received by us. However, we are not obliged to acknowledge receipt of your instructions. Please note that we will not be liable for carrying out an instruction which is not genuine. We will not be liable for any error of transmission, or for the fraud of any other party (except in the case of our negligence, fraud or wilful default)
We will apply our Order Transmission Policy (which is set out in Appendix 5 of these Terms) when acting upon your instructions to buy and/or sell your investments. By entering into the CIRCA5000 Agreement you agree and consent to our Order Transmission Policy.
Where a delay occurs in transmitting an instruction due to factors outside of our reasonable control (including, without limitation, where the APP is unavailable) we will ensure that your instruction is executed as soon as possible. However, we will not otherwise be responsible for any delay or any losses arising therefrom.
YOUR INFORMATION AND DATA PROTECTION
We will obtain information (including personal data) from you during the course of our relationship with you. Specifically, we will ask you to provide us with your name, postal address, email address, mobile telephone number, banking details and National Insurance Number where applicable. You authorise us to use and process all data in our possession that relates to any aspect of transactions with you, and in accordance with applicable data protection legislation and any successor legislation.
In order to enable us to provide the most appropriate services to you we will record and/or monitor your use of www.CIRCA5000.com, the APP and email communications between us and you. We will take all reasonable steps to ensure that the database containing this information is updated and is securely protected against unauthorised entry and that personal information is kept strictly confidential.
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 CIRCA5000 Account and the CIRCA5000 Services. If you believe any of the data we hold about you is inaccurate or needs to be updated, please let us know as soon as possible by emailing us at: firstname.lastname@example.org and we will do our best to correct it. We will only retain your personal data for as long as is necessary for us to provide our Services to you and for a period of 7 years thereafter, or longer if required for regulatory reasons.
Where you have indicated, for example in the CIRCA5000 Account opening process, that you agree to receiving marketing information then unless and until you ask us to stop sending you marketing information:
we may use your personal data including your contact details, your application details (but not banking details) and details of the services we provide you with and how you use them, to inform you about other similar products and Services that may be of interest to you; and
if and to the extent that you have given us permission to do so, we may contact you by telephone (including automated calls), post, email and other electronic messages such as short text, with information, news and updates in relation to CIRCA5000 Services and financial services of other selected partners.
You acknowledge and consent to us passing your personal information to third parties appointed by us for the purpose of administration and verifying your identity. If we need to seek additional information from you in order to verify your identity, we reserve the right to:
delay the opening of your CIRCA5000 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 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 will not be transferred to third parties outside the EEA.
You are entitled to see all personal data relating to you, which is held on any database controlled by us. Please contact email@example.com for details.
You can make a Permitted Withdrawal from your CIRCA5000 Account at any time for which you must provide your instructions. We will only pay money to a UK bank account in your name and subject to any anti-money laundering check which we deem necessary. Where you request a withdrawal of a specific sum of money this is an instruction to us to calculate the proportion of your investments which corresponds to that sum and sell that proportion. We can not guarantee that the selected proportion will raise precisely the original indicative amount specified - this is due to the inherent fluctuation in market values.
Where you request a full withdrawal this is an instruction to liquidate all of your assets and pay out the proceeds. The final value of those proceeds may be more or less than the valuation of your assets at the time of the request.
Please note that we cannot guarantee any time limit within which the withdrawal proceeds will be paid to you as the process of selling investments depends on the settlement dates of those investments. Therefore, we will pay you the withdrawal proceeds as soon as it is reasonably possible.
CONTRACT NOTES AND REPORTS
We will provide you with all contract notes in respect of all investment transactions carried out in the Platform Products by you via the CIRCA5000 Account and all reports that are required to be provided to you in accordance with the FCA Rules, including valuation reports (the “Reports”). You agree that we will provide you with the Reports as part of the CIRCA5000 Services via the APP. By downloading the Reports you will be able to obtain the details of all transactions for your chosen period, details of the contents of your CIRCA5000 Account, the current market value and the basis of valuation, your income and fees charged.
We will make daily valuations of your Platform Products available to you via the APP.
By entering into the CIRCA5000 Agreement and the Platform Agreement you agree and consent to the electronic delivery of contract notes and Reports and all other information required to be provided to you under those Agreements.
CONFLICTS OF INTEREST
When we enter into or arrange a transaction for you we or some other person connected with us may have an interest, relationship, or arrangement that conflicts with the transactions, investments or service concerned. In compliance with our Conflicts of Interest Policy set out in Appendix 4, we shall work towards managing or preventing conflicts from occurring wherever reasonably possible.
Our Conflicts of Interest Policy sets out the types of actual or potential conflicts of interest which may arise given the nature of our business and provides details of how these are managed. Further details and updates of this policy can be provided on request.
In exceptional circumstances, so as to comply with our obligations to you in respect of conflicts of interest under Applicable Law, we may be unable to deal with you in relation to particular investments and be unable to disclose the reason for this.
Custody and settlement Services will be provided by a third party in accordance with the terms of the relevant Appendices. We may in our absolute discretion engage new third parties to provide custody and settlement services provided that those third parties are authorised to provide those services by the FCA.
EXCLUSION OF LIABILITY
Subject to the FCA Rules, neither we nor any person connected with us, nor any of our agents shall be liable for any loss, costs or expenses (including tax consequences of any transaction or taxation charges arising for any other reason) that may be suffered or incurred by you as a result of, or in connection with the provision of any Services to which this Agreement applies including any loss of opportunity whereby the value of your Platform Products may have been increased nor for any reduction in the value of your Platform Products as a result of market movements unless, and then only to the extent that, such loss, costs or expenses are caused by our fraud, negligence or wilful default, or by our failure to comply with the FCA Rules for the time being in force.
Except to the extent mandated by Applicable Law, we shall not be liable to you by reason of any representation (unless fraudulent) or any implied warranty, condition, or other term, or any duty at common law, or under the express terms of this Agreement, for any loss of profit or for any indirect, special or consequential loss, damage, costs, expenses, or other claims (caused by the negligence or otherwise of CIRCA5000 or its agents) which arise out of or in connection with the provision of the nature of the Services provided by us to you and our entire liability and/or in connection with this Agreement shall not exceed the amount of the fees payable for the provision of Services during the six month period immediately preceding the date of any claim.
We will not be held liable for any loss incurred by you which arises, either wholly or in part, as a result of force majeure (as set out at clause 23) or an event which is beyond our reasonable control to prevent and the effect of which is beyond our reasonable power to avoid in relation to your CIRCA5000 Account and which may arise from delays or changes in market conditions, market fluctuation, currency fluctuation, computer failure, labour dispute, inability to communicate with you, or for any other reason and whereby we are either unable to take or refrain from taking or shall not be obliged to take or refrain from taking any action as a consequence thereof.
Nothing in these Terms shall limit or exclude our liability for personal injury or death caused by our negligence.
No provision of the CIRCA5000 Agreement will restrict, qualify or exclude any duty owed to you under applicable laws relating to the provision of services or under the FCA Rules. For further information about your rights under these applicable laws contact your local Citizens’ Advice Bureau.
In the event of any failure, interruption or delay in the performance of our obligations, resulting from acts, events or circumstances outside our reasonable control (which circumstances shall include, but not be limited to unanticipated dealing volumes, industrial disputes, acts or regulations of any governmental or supranational bodies or authorities, acts of God, threats or acts of terrorism, fire, war, civil commotion, insurrection, embargoes, breakdowns, failures, malfunctions or delays caused by any public utility, telecommunications or computer service or systems, and any third party provider of trading or other technology) we shall not be liable for any loss or damage incurred or suffered by you.
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 the FCA Rules and all applicable laws.
We may amend or revise the CIRCA5000 Agreement or any of these Terms:
A change to these Terms that is not detrimental to you can be made with immediate effect and the relevant information will be made available to you 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 CIRCA5000 Agreement and close your CIRCA5000 Account without liability for any increase in charges that were proposed in the new terms.
Your continued use of CIRCA5000 Services will be deemed acceptance of the updated CIRCA5000 Agreement or Terms.
You are entitled to terminate your CIRCA5000 Agreement at any time and for any reason by giving written notice to us to be sent at firstname.lastname@example.org. Such termination shall be effective on the day when we acknowledge receipt of your notice by return email, subject to the completion of outstanding transactions. We will close your CIRCA5000 Account as soon as practicable after receiving your notice to terminate the CIRCA5000 Agreement. Closure will only be effected where you have provided us with UK Bank Account details and where that account is in your name and we have conducted any anti money laundering checks that we deem are required.
Our fees (as set out in Appendix 1 the “Fees Document”) shall continue to apply until the later of the date of the termination of the CIRCA5000 Agreement or the settlement of all outstanding transactions in respect of your CIRCA5000 Account including the paying out of your balance.
We may terminate this Agreement at any time and for any reason, by giving you 30 business days’ prior notice, subject to the settlement of all outstanding transactions. Such termination will be effective from the date specified in the notice. You must provide us with bank details to make payment of the balance due to you and any information required to perform anti money laundering checks in relation to that account. Until you have provided us with these details we shall be entitled to continue to charge our fees.
On termination of this Agreement, we reserve the right to cancel, close out, terminate or reverse any transaction or enter into any other transaction or do anything which has the effect of reducing or eliminating any liability under any contracts, positions or commitments undertaken on your behalf.
In addition to other provisions of this Clause 28, we may freeze or terminate your CIRCA5000 Account, take steps to freeze transactions through your Platform Product(s) and/or deactivate your access to our Services without giving you advance notice and with immediate effect if:
Where we terminate the CIRCA5000 Agreement immediately or freeze your CIRCA5000 Account as set out above, we will inform you in writing immediately through any available medium of our decision and our reasons for making that decision.
Termination will not affect any outstanding transactions or any rights or obligations which may already have arisen. However, transactions in progress at the date of termination will be completed by us as soon as practicable. Termination will not affect any provision of these Terms of Business which is expressly stated to survive termination.
On termination of the CIRCA5000 Agreement (for any reason), we will re-register your Portfolio assets and transfer your cash as you reasonably request. If you make no reasonable request, we may, at our discretion take steps to re-register your Portfolio assets into your own name and to transfer your cash to you, or take advice from HMRC as to the appropriate steps in the circumstances. If we can not contact you for 30 days you authorise us to sell your assets and hold those as cash until such time as we can transfer those funds to you.
If relevant to you, please see the ISA Terms set out in Appendix 2 (“Additional ISA Terms”).
We will pay any money due to you by Direct Bankers Automated Clearing System Credit to your nominated bank account. If an attempt to pay you by this method is rejected, we will require that you confirm your bank account details so that we can transfer the closing balance to your chosen bank account. As an alternative, we reserve a right to issue you a cheque, which will be posted to the last address you provided to us. We may also make payment to any debit card held on file.
AGREEMENT NOT TRANSFERABLE
Unless we consent in writing, your rights under this Agreement and any transactions effected under or pursuant to it are non-assignable and unenforceable by third parties whether under the Contract (Rights of Third Parties) Act 1999 or otherwise and your obligations shall not be capable of performance by anyone else.
We may assign our rights and obligations under the Agreement at any time without your consent to:
Unless it is impracticable in the circumstances, we will give you 30 days’ prior notice of any such assignment.
If we assign our rights and obligations, you may notify us within 30 days from the date of such assignment to close your CIRCA5000 Account without charge.
INVALIDITY OF PROVISIONS
Each provision of the CIRCA5000 Agreement is severable and if any provision or part-provision is or becomes invalid, illegal or unenforceable for any reason or contravenes any Applicable Law, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. However, the remaining provisions will not be affected and will remain enforceable.
As a consequence of using our Services, you may alter your personal tax position. The levels of and bases of taxation can change and you should consult your own tax adviser in order to understand any applicable tax consequence that might arise. We do not provide tax advice and will not be responsible for the tax consequences of any transactions.
All sums payable by you under these Terms are inclusive of all applicable taxes, and taxes will be included in amounts charged to your CIRCA5000 Account by us at the same time as the sums to which they relate.
You will at all times be fully responsible for payment of all other taxes due in relation to any Services we carry out for or with you or any money and securities in your CIRCA5000 Account.
You acknowledge that neither we nor any associated companies are providing tax advice to you.
You represent, warrant and undertake to us that, both at the date of this Agreement and at the time of any transaction we or Service Providers may enter into on your behalf:
you have full power and authority to enter into this Agreement and to perform all your obligations hereunder and, in respect of the Services, to instruct us to execute or arrange any transaction in investments as set out herein;
you have adequate resources to enter into and perform any such transaction which you decide to undertake;
all information you have given, or shall give, to us is true and complete as of the date of this Agreement and at the time of any transaction and any changes to such information will be promptly notified to us.
GOVERNING LAW AND ENTIRE AGREEMENT
This Agreement is governed by and shall be construed in accordance with English law and each party submits to the exclusive jurisdiction of the English Courts for the resolution of disputes. This Agreement, together with the other documents referred to in it, constitutes the whole agreement between us, and supersedes all previous terms agreed between us.
EVENT OF DEFAULT
If at any time an Event of Default shall occur and be continuing with respect to you in respect of any Services, we shall be entitled, without prior notice to you, to take any of the following actions: (a) terminate our agreement with immediate effect and treat any or all outstanding transactions between you and us or our Associates as having been cancelled or terminated; and (b) notwithstanding our rights under Clause 19, close out, replace or reverse any transaction, enter into any other transaction or take, or refrain from taking, such other action at such time or times and in such manner as, at our sole discretion, we consider necessary or appropriate to cover, reduce or eliminate our or our Associates’ loss or liability under or in respect of any contracts, positions or commitments.
A full description of the fees is set out below:
You will pay the following fees to CIRCA5000 in connection with your CIRCA5000 Account:
Where you hold an ISA, GIA or JISA (“The Chargeable Platform Products”) there shall be a fee of £1 per calendar month in advance on the 10th of each month ( “The App Fee”). Your first month or part thereof is free of this charge. Thereafter, this fee will be debited from your first opened Chargeable Platform Product. You authorise and instruct us to sell your largest investment holding to pay this fee if there is insufficient cash in the relevant Platform Product. The payment date will be on the same date each month corresponding with the day of the month that your identity was successfully verified. In the event of the payment date falling in any particular month on a date which does not exist in that month, the payment shall be taken on the day which would otherwise have been that date.
There is an annual platform charge based on a percentage of the value of each of your Platform Products. This includes custody of your investments and trading costs, together “The Platform Charge”.
The Platform Charge is calculated at the end of each month based on the value of the investments held in each of your Platform Products (excluding Personal Pensions) and charged at 1/12th of the annual fee.
The relevant charge will be taken from each of your Platform Products on the 10th of the following month.
The Platform Charge in respect of ISAs, JISAs and GIAs is 0.50% per annum, calculated monthly.
The Platform Charge in respect of Personal Pensions is 0.70% per annum, calculated monthly and subject to a £5 minimum monthly charge.
There will be no charge for Personal Pension Transfers In. Where you initiate a Transfer Out of your Personal Pension and where that Transfer Out occurs within 12 months of one or more Transfer In to your Personal Pension you will be liable to pay £30 per Transfer In that occurred within the preceding 12 months. We shall be entitled to liquidate assets in your Platform Products in order to satisfy your liability for these fees before effecting any transfer out. We need to make this charge to cover the costs, usually absorbed by us, of the Transfers In.
Additional Fund Management Charges apply as set out in the relevant KIIDS.
The managers of the Funds will also levy a fund management charge on your Fund investments.
These charges (and certain other expenses) are included in the Fund valuations. However, whilst you do not pay these charges directly, they will affect your overall return.
The following tables should help you understand the impact of the above fees (excluding Personal Pensions – please see your Personal Pension documentation for illustrations of fees): Table 1 – Annualised Charges
This table illustrates the annualised charges for an investment of £10,000 with a Balanced allocation, investing in the ‘People & Planet theme.
Product costs: These are the charges levied by the underlying funds (referred to in item 2 above).
Service costs: These are the costs associated with the platform and administration services (referred to in item 1 above).
Table 2 – Itemised Annualised Charges
This table itemises the annualised charges (in Table 1) for an investment of £10,000 with a Balanced allocation.
Entry & exit costs
The annual management charge and other fund expenses
Costs incurred by buying and selling underlying investments
The impact of any performance fee
Entry & exit costs
Annual ISA/GIA plan charge
Dealing fees, platform fees (Platform Charge) & App Fee
Costs related to ancillary services not included above
The impact of any performance fee
Table 3 – Effect of costs on returns over 5 years
This table illustrates the cumulative effect of costs on return for a £10,000 investment into the Balanced allocation, invested in the People & Planet theme, with an assumed net growth rate of 5.00% over 5 years. (This figure is for illustrative purposes and is not indicative of typical past performance or is it a prediction of future performance, the actual performance of your portfolio will depend on your theme choice, risk level and individual performance of the funds you select). NB that the App Fee is fixed and so the service costs percentage may be higher or lower depending on the sums invested.
Amount to be invested (there are no entry costs)
What you might get back if there were no charges at all
What you might get back after charges
This document explains how your CIRCA5000 Account is operated. It sets out the terms and conditions for the Platform Products. It should be read as part of the overall Terms.
We shall provide the Platform Products in accordance with your instructions and selections, and shall provide dealing, safe custody, settlement and post-execution services in respect of your investments (together, the “Platform Services”). Where you have selected an ISA, then the additional terms set out at Appendix 3 headed “Additional ISA Terms” apply.
Where you have selected a Personal Pension you will have also agreed to the Separate Personal Pension Terms and Conditions which incorporate this agreement.
We will at all times provide the Platform Services to you in accordance with the terms of the Platform Agreement, all applicable laws and all applicable FCA Rules.
If you materially breach these Terms then we reserve the right, without further notice, to close your Platform Products, withdraw access to the Platform Service, require you to Transfer Out your Platform Products to an alternate provider, or any combination of these.
We do not provide advice about our products or allowable investments. The Platform Products are only available to direct investors. If for any reason you are unsure about or do not understand these Terms or any other aspect of the products or services then you should seek appropriate financial advice and/or contact CIRCA5000 at email@example.com for any general enquiries BEFORE making any commitment.
The value of each Platform Product must be maintained above the minimum value of £5.00. We may change the minimum value from time to time and will notify you of any such change. In the event that the value of a Platform Product remains below this value for more than a 3-month period, then we may close your relevant Platform Product by giving notice to you.
The Platform Products are only available through the CIRCA5000 Services; accordingly, all reports and documentation will be provided to you for access via the APP. By subscribing to take out a Platform Product, you agree that you do not require us to provide reports, statements, contract notes or other documentation associated with your Platform Product other than in electronic form via these means. You must also keep up to date contact details so that we can notify you when any important documents are sent via the CIRCA5000 Services.
You accept that where we are required to provide you with written notice then this will be given to you by means of electronic correspondence as set out above.
There may be circumstances that require us to review these Terms and the changes being made. In this event, we will notify you advising you of any amendments to these Terms at least 30 days prior to the change taking effect. However, we reserve the right to vary these Terms with shorter notice e.g. a change to an existing, or implementation of a new regulatory requirement which we have to action immediately.
Value added tax will be levied on all appropriate expenses and fees at the prevailing rate.
You authorise us to provide HMRC with all the relevant information about your Platform Product(s) and its investments.
We reserve the right to sell investments if there is insufficient cash to meet the amount of any ongoing costs or charges.
We have categorised you as a Retail Client for all purposes of the FCA Rules. As a Retail Client you will benefit from the greatest level of protection available under the regulatory system.
RELATIONSHIP WITH SECCL
We have entered into an agreement (Agreement) with Seccl Limited, (Seccl), on behalf of ourselves and each of our clients whereby Seccl has agreed to provide clearing and settlement, safe custody and associated services for our clients who are subject to this agreement. Seccl may also provide additional services such as investment dealing services as we may from time to time agree with Seccl.
The current terms and conditions of Seccl and the principal terms of the Agreement with them as it applies to our clients, including you, are set out or summarised below.
1.1. Under the Terms, you consent to CIRCA5000 UK Limited (“ISP”) appointing Seccl Custody Limited ("SCL") as the Custodian to provide:
1.2. SCL is authorised and regulated by the Financial Conduct Authority of 12 Endeavour Square, London, E20 1JN, registration number 793200, to arrange, safeguard and administer custody of cash and Assets.
1.3. SCL is registered in England, registration number 10430958. To contact SCL, write to 20 Manvers Street, Bath, BA1 1JW
1.4. Terms not defined in these Custody Terms have the meaning set out in the Terms or the FCA Rules.
2. SYSTEM OPERATION - APPLYING AND TRANSACTING
2.1. The Custodian is authorised to ensure that the custody of your cash and Assets are managed compliantly in accordance with the applicable regulations.
2.2. Any deposits or withdrawals of cash or instructions to buy, sell or transfer investments, through the ISP, will be recorded and managed in accordance with CASS. SCL will ensure any investment instructions are placed in accordance with the Terms.
2.3. All client cash will be held with an approved Bank or CRD Credit Institution in a designated Client Money statutory trust account. The account is held separately from any monies held by either SCL or the ISP.
2.4. Client Assets will be registered to Digital Custody Nominees Limited ("Nominee") which is a wholly owned subsidiary company of SCL. This arrangement safeguards and segregates your Assets from those of SCL. SCL accepts the same level of responsibility under CASS to you for the Nominee.
2.5. Your cash and Assets will be held in a pooled arrangement. This means that SCL will have records that identify your individual ownership and entitlement to Assets. For operational and servicing purposes it is more efficient for SCL to administer your investments on a pooled basis.
2.6. SCL will have instances where we need to appoint third-party nominees or sub-custodians to maintain the custody services offered. By agreeing to these Custody Terms, you authorise SCL to do so.
2.7. SCL will use reasonable care and due diligence to perform its custodian duties. Your Assets will be held separately to SCL's Assets, if SCL goes out of business. If any shortfall of Assets arises as a result of SCL's or a third-party nominee or sub-custodian's insolvency, these would be shared on a proportionate basis with affected clients.
2.8. Where SCL receive income from your investments through dividend payments, fund distributions and Corporate Actions, SCL will reconcile and credit these to your accounts.
2.9. As Corporate Action events arise, SCL will inform the ISP where actions are applicable to your Assets.
2.10. SCL will facilitate the transfer of cash and Assets in accordance with client instructions and the ISP’s Terms.
3. CASH PROCESSES
3.1. Any client deposits or income will be credited to your respective account once identified and reconciled with the date SCL received monies.
3.2. SCL will not pay any interest on cash held in Client Money accounts. You will be notified by ISP of any changes if our policy on client interest change.
4.1. Settlement of Client Assets will accord with market best practice. Where Assets are traded in Exchange Traded Instruments "ETIs", SCL will normally operate on a delivery-versus-payment "DVP" settlement process. By agreeing to the Custody Terms, you permit SCL to apply DVP transaction exemption as detailed in the FCA Rules up until any delivery of Assets (purchases) or cash (sales) passes the third Working Day, whereby SCL will follow Client Money and asset reconciliations in accordance with CASS.
4.2. For model portfolio and switch orders, SCL will place a buy order after the sell instruction is confirmed by the fund manager or the market. SCL may delay the purchase of ETI orders if the intended settlement date on the sale of a fund, is a day or more longer than that of the ETI order.
5. ASSET RECONCILIATIONS
5.1. SCL will reconcile Client Money and Assets in accordance with CASS.
5.2. Client Money will be reconciled on a Business Day basis and Assets will be reconciled externally according to their type and registration.
6.1. We reserve the right to enforce the right of liens over the Assets under the Terms.
7.1. All communication with you will be in English through the online message portal provided by the ISP.
7.2. SCL will provide quarterly valuation statements and contract notes, which will detail the buys or sells instructed on your account. It is your responsibility to sign-in and read this information and it is important you notify the ISP promptly of any errors or omissions in respect of the accuracy of these documents.
8.1. SCL has its own complaints policy. If you want to complain, please contact the ISP first. If the complaint relates to services provided by SCL, SCL will provide the ISP with all necessary information to resolve the complaint. The ISP may ask SCL to take control or assist on the complaint if necessary.
8.2. If you do not think this is appropriate or the ISP is unable to meet its obligations, please contact SCL by email at firstname.lastname@example.org or by post to The Compliance Officer, 20 Manvers Street, Bath, BA1 1JW.
8.3. If we do not resolve your complaint satisfactorily or fail to resolve it within eight weeks of receiving your complaint, you can also direct your complaint to the Financial Ombudsman Service at:
9.1. The ISP pays SCL for Custody services.
10. CONFLICTS OF INTEREST
10.1. SCL maintain a Conflicts of Interest Policy independent of the ISP. It is available by contacting the ISP.
11. FORCE MAJEURE EVENT
11.1. To the extent permissible under applicable law, neither you nor SCL shall be responsible for any loss or damage suffered by the other party by reason of any natural and unavoidable catastrophes that interrupt the expected course of events and restrict you or SCL from fulfilling obligations under these Custody Terms ("Force Majeure Event"). If such loss, damage or failure is, or may occur, due to a Force Majeure Event, each party will use reasonable endeavours to minimise the effects and will notify
12. DATA PROTECTION
12.1. In acting as your Custodian SCL, will have access to the data you provide on Application to the ISP service. In the Service Agreement between the ISP and SCL both parties are joint Data Controllers and have independent Privacy Policies which summarise how we will use your personal information and with whom we share it.
12.2. SCL will use your details for regulatory reporting purposes and will not use or share your information for marketing purposes.
13.1. SCL is covered by the Financial Services Compensation Scheme ("FSCS"). If SCL ceases trading and cannot meet your obligations, you may be entitled to compensation from the scheme up to a maximum of £85,000 (or such other value covered from time to time by the FSCS) for investment claims.
13.2. Further information about the compensation arrangements is available from the FSCS directly.
14. USE OF THIRD PARTIES
14.1. To provide custody services SCL, will use the services of third-party service providers.
14.2. Examples include the provision of; Data and price feeds of Assets, the execution of trading instructions, clearing and settlement services, banking services, client verification, regulatory reporting, card payment services and the facilitation of automated transfer instructions.
14.3. Where services are provided by a third-party, SCL will use reasonable care and due diligence in selecting them and monitoring their performance. Except for clause 2.4, SCL does not guarantee proper performance by the third-party and will not itself be responsible if a third-party provider fails to meet its obligations. This means that should the third-party default or becomes insolvent, you may lose some or all of your Assets and will not necessarily be entitled to compensation from SCL. Including, in circumstances where it is not possible under the relevant national law and the registration under clause 2.6 to identify the Client Assets from the proprietary Assets of the third- party firm.
15.1. SCL may terminate the Terms at any time by giving the ISP 30 days' written notice (subject to applicable law and regulatory requirements). There is no minimum duration of the Terms.
15.2. SCL may also terminate the Terms with immediate effect by written notice if required to do so for legal or regulatory reasons or on instructions from the ISP.
15.3. In this event, the ISP will instruct SCL where to transfer the Client Assets and Client Money. If the ISP does not do so promptly, or if the ISP no longer represents you, then you will on request give the relevant instruction. The Custodian will transfer Client Assets and Client Money in accordance with the relevant instruction or, if it is unable to obtain instructions, it will transfer them directly to you. The Terms will continue to apply until such transfer of the Client Assets and the Client Money is complete.
16.1. If any part of this agreement is declared unenforceable or invalid, the remainder will continue to be valid and enforceable.
17. NOTICES OF CHANGE/VARIATIONS
17.1. We may change these Custody Terms in whole or in part. We can do this for the reasons stated in our change control policy, a version of this is available from the platform provider.
18. GOVERNING LAW
18.1. This agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England.
18.2. You irrevocably agree that the courts of England shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with these Custody Terms or its subject matter or formation.
19.1. SCL will act with all reasonable skill, care and diligence in acting as your Custodian. SCL will be liable to you for any direct loss that is the result of negligence or failure by SCL to account for Assets in Accounts or through a breach of FCA Rules, unless any such failure is the result of the acts or omissions of you or the ISP.
19.2. Nothing in these Custody Terms shall be read as excluding or restricting any liability we may have for death or personal injury
19.3. SCL will not be liable for the following:
19.4. You accept and acknowledge that the internet and the telecommunication systems may be subject to interruption or failure through no fault of ours.
20.1. The section headings contained in this agreement are for reference purposes only and shall not affect the meaning or interpretation of this agreement.
These ISA Terms apply to the Individual Savings Account that you have with the ISP and are supplementary to any terms you have with them.
In the event of any conflict between these ISA Terms and any other Terms, the ISA Terms will apply.
1.1 These ISA Terms become effective and govern the relationship between you and SCL as your ISA Manager following receipt of your subscription.
2. YOUR ISA
2.1 Your ISA is a stocks and shares ISA (the “ISA”).
2.2 Your stocks and shares ISA is subject to the Individual Savings Account Regulations 1998 (“ISA Regulations”) and, in the event of any inconsistencies between the ISA Regulations and these ISA Terms, the ISA Regulations will prevail.
3. ABOUT YOUR ISA MANAGER
3.1 SCL will act as the ISA manager in respect of your ISA. SCL is approved by HM Revenue & Customs for these purposes.
3.2 SCL will manage your ISA in line with the ISA Regulations.
3.3 SCL does not provide any investment advice to you in relation to the investments you wish to hold in your ISA. All investment decisions that you take in respect of the investments that you wish to hold in your ISA will be yours or those of the ISP where you have authorised the ISP to take such decisions on your behalf.
4.1 In order to open an ISA, you must satisfy the requirements set out in the ISA Regulations. Generally, you can open and maintain an ISA account if you are an individual of 18 years or over, you are resident in the UK, and you are a UK taxpayer.
5. ISA INVESTMENTS
5.1 You may hold such investments in your ISA as are permitted under the ISA Regulations. Eligible investments may for example include certain UK and overseas equities, a range of UK gilts and fixed interest securities and a range of shares or units in unit trusts, open-ended investment companies and investment trusts. If any investment in your ISA is or becomes ineligible, you must sell or transfer it out. SCL reserves the right to sell or transfer such investment on your behalf if you fail to do so within 30 days of SCL notifying you.
5.2 Once the ISA subscription limit for a tax year has been reached (taking into account all permitted ISA types that you may hold) and subject to paragraph 5.3 below, you may not make any further subscriptions into your ISA or any other ISA in the same tax year.
5.3 As your ISA is a flexible ISA, you may replace (in whole or part) a previous withdrawal from your ISA with a replacement subscription to that ISA in the same tax year.
6. WITHDRAWALS AND FLEXIBLE ISA
6.1 If you wish to withdraw any cash or investments from your ISA, you (or the ISP on your behalf) must provide the SCL with written instructions. SCL will, subject to the ISA Regulations, transfer all or part of the investments and any proceeds arising from those investments to you.
6.2 SCL will effect the transfer within such time as stipulated in your instructions, subject to any reasonable business period required by SCL to implement your instructions which should not take longer than 30 days from the date your instructions were received by SCL.
7.1 You may transfer an existing ISA from a different ISA manager to SCL and, subject to the ISA Regulations, SCL may in its sole discretion decide to accept such transfer provided the investments can be held in a SCL ISA.
7.2 You may request SCL to transfer your ISA from SCL to a different ISA manager and, subject to the ISA Regulations, SCL will effect such transfer provided the other ISA manager has given its consent. SCL will effect such transfer within a reasonable time needed to implement your transfer instructions which should not take longer than 30 days from the date your instructions were received by SCL. SCL does not currently facilitate the partial transfers of ISAs.
7.3 You (or the ISP on your behalf) will be required to complete the relevant transfer application form and provide SCL and the other ISA manager with your instructions in writing.
8. ENDING YOUR ISA
8.1 Subject to the ISA Regulations, you may end your ISA at any time by giving SCL by withdrawing your funds. In that case, SCL will liquidate the investments in your ISA and transfer the proceeds to you. Alternatively, and subject to the ISA Regulations, SCL may re-register the investment in your name or transfer them to another non-ISA account.
8.2 SCL may terminate your ISA if it has ceased or will cease to comply with the ISA Regulations and becomes void. SCL will notify you of these circumstances and must inform HM Revenue & Customs accordingly. When your ISA becomes void, you may lose part or all of your tax exemption relating to the ISA.
8.3 SCL may terminate its services as your ISA manager by giving you 30 days written notice.
8.4 In the event of termination:
8.4.1 SCL is entitled to deduct any such amounts as it is permitted or required to deduct under the ISA Regulation, these ISA Terms or the Client Agreement; and
8.4.2 these ISA Terms will continue to apply to your ISA until all transactions or transfers have been effected and relevant payments made.
9. YOUR INVESTMENTS AND ASSETS
9.1 In accordance with the ISA Regulations, SCL will register the investments held in your ISA in the name of one of its nominees; beneficial ownership of these investments will stay with you.
9.2 SCL will provide custody in respect of your investments and assets and SCL will hold any cash belonging to you as further described in clause 2 and 3 respectively in the General Terms of this Client Agreement.
10.1 Subject to the ISA Regulations, SCL may delegate any of its functions under these ISA Terms to another organisation which SCL, exercising due skill, care and diligence, has determined as being competent to exercise such functions.
10.2 Where SCL decides to delegate its functions, you consent to SCL providing that organisation with such information about you and your ISA as that organisation may reasonably require for the purposes of exercising the delegated functions
SUMMARY OF CONFLICTS MANAGEMENT AT CIRCA5000
CIRCA5000 is committed to maintaining the highest professional standards. We endeavour to identify, consider and manage potential conflicts of interest to ensure that we treat all of our customers fairly and in accordance with FCA Rules and principles.
NATURE OF A CONFLICT OF INTEREST
In essence, a conflict of interest is a situation in which CIRCA5000 (or any of its personnel) finds itself in a position where its own interests conflict with the duties and obligations owed to its clients or, a situation in which CIRCA5000’s duty to one client conflicts with its duty to another. Identifying conflicts of interest for the purposes of identifying the types of conflict and potential conflicts that arise which may entail a material risk of damage to the interests of a client, we must take into account whether CIRCA5000 or its directors, employees or contractors (“CIRCA5000 Personnel”) or any other person linked by control to CIRCA5000:
is likely to make a financial gain, or avoid a financial loss, at the expense of a client;
has an interest in the outcome of a service provided to a client or transaction carried out on behalf of a client, which is distinct from the client’s interest in that outcome;
has an incentive to favour the interest of another client or group of clients over the interests of the client;
carries on the same business as a client, or
receives or will receive from a person other than a client an inducement in relation to a service provided to the client, in the form of remuneration, goods or services.
We have identified a number of situations which may give rise to a potential conflict of interest. These situations include, but are not limited to, the following:
we receive gifts, entertainment or other monetary and non-monetary benefits from our service providers or business partners (for example, the fund managers of the Funds we make available to clients through the APP), which could give rise to a conflict with respect to the duties that we owe to our clients;
CIRCA5000 Personnel who have outside commitments (e.g. directorships or other outside business interests) may be influenced to act in a manner that conflicts with the interests of CIRCA5000 or its clients; and
where CIRCA5000 Personnel invest for their own account in certain investments which are retained as investments for client accounts.
CONFLICT AVOIDANCE and CONFLICT MANAGEMENT
We seek to organise our business in such a way as to avoid conflicts of interest arising.
For conflicts of interest which are unavoidable, we have put in place procedures which are designed to ensure that the management of any conflict takes place in such a way that CIRCA5000 (and its personnel) are not advantaged and that no client is disadvantaged. All of our employees are provided with training in these procedures and the standards of conduct expected of them. CIRCA5000’s Board of Directors remains responsible for ensuring that such procedures are appropriate and that employees act accordingly. Specifically, we have put in place the following procedures to assist in our identification and management of conflicts of interest:
Conflicts Log: we maintain a list of all potential conflicts of interest identified. With respect to each conflict, the log details the measure put in place to monitor and manage the conflict of interest;
Gifts & Entertainment Policy: we ensure that all CIRCA5000 Personnel are subject to appropriate restrictions and monetary limits for any gifts or entertainment received;
Personal Account Dealing Policy: we ensure that all CIRCA5000 Personnel pre-clear and report any personal trading activity which may conflict with the interests of our clients;
Pre-approval process for all outside business interests: we ensure that our personnel’s external commitments do not conflict with the interests of CIRCA5000 or its clients;
Separation of functions: where our internal functions might give rise to conflicts of interest, we put in place arrangements to separate such functions and ensure that separate management and reporting lines are established.
If we are not reasonably confident that we are able to manage a particular conflict to adequately protect the interest of a client, the general nature and/or source of conflicts of interest will be clearly disclosed before we undertake any business. We may aggregate your personal data with that of other clients and license or sell it to third parties in anonymised form.
This document outlines our Order Execution Policy (the “Policy”), which details our obligation to take all sufficient steps to obtain, on a consistent basis, the best possible result (“Best Execution”) when transmitting client orders for execution.
The following information is aimed at providing the Investment Services Provider (“You”) and/or the client (where this information is made available by the Investment Services Provider to the client) with a general understanding of our typical dealing arrangements. These arrangements may vary for different categories of investment types and are described below.
In addition to the terms and conditions of the service you (acting in each case on behalf of your clients as applicable) consent to this policy and it will apply each time we receive and place a client order for execution.
Exchange traded orders
We place all Exchange Traded orders (equities, investment trusts and exchange traded funds (ETFs)) with Winterflood Business Services (“WBS”) for execution. In selecting WBS as our third party broker for execution, we have considered a number of factors, including (but not limited) to:
We have satisfied ourselves that WBS has arrangements in place that enable us to meet the best execution obligation to our clients.
The execution factors applied by WBS when executing any client orders that we place with them are set out in section 3 of this policy. The current execution venues used by WBS are detailed in section 10 of this policy.
Unit trusts and OEICs
For Unit Trusts and OEICs, client orders will generally be routed to the appropriate fund manager for execution at the next available valuation point for that particular fund. Clients’ orders may be aggregated as described in section 6.
3. Best Execution Factors applied by WBS
When executing orders, unless otherwise specifically instructed, WBS will use price as the primary measure for achieving Best Execution. The following execution factors will be considered, and how these may be considered as part of the decision-making process in the context of the details below (listed in order or priority for a typical trade). Their importance will vary depending on the characteristics of the client order.
Price - Price will be determined with reference to the execution venues to which WBS connects and on which the security is traded. WBS use automatic execution technology which will source the best price from a range of retail service providers and market makers (see Section 10). Where an electronic price is not available the order will be dealt manually by WBS’s dealing team.
Cost - for orders where brokerage or exchange fees are applicable, WBS will not seek to pass these on to you. For international orders, certain costs (e.g. foreign exchange ‘FX’) may be passed through to you within the price spread, but WBS deem this to still result in the best overall outcome and hence total consideration for you. Any relevant commission rates will have been agreed with the client in advance.
Likelihood of Execution and Settlement - Likelihood of execution is very high due to the relationships WBS has forged with its market maker and broker counterparties. Likelihood of settlement is difficult to assess pre-trade, but WBS monitors the settlement performance of each counterparty so there is a historical track record to base this decision on.
Size - The size of the trade in relation to the liquidity of the stock may have significant influence on the best execution process and is directly correlated to the market impact (implicit costs).
Nature - Consideration will be given to the liquidity of the stock on the order book at the relevant time. Execution may be heavily influenced by the level of on or off order book trading patterns in the stock. These factors plus the size of the order will determine the appropriate execution method. This may include the working of an order into the market place using an appropriate benchmark or immediate execution on an outright bid/offer price, for example.
Speed - The importance of speed of transactions will vary. For example, to reduce the implicit costs associated with market impact, an order might be worked over a day or more. Different order types and specific instructions may also have a bearing on the speed of execution.
Other Relevant Considerations - Careful consideration shall be given not just to each element in isolation, but also to any compromise or interaction between these factors. For example, size against market impact or speed against price, any of which might also be influenced by a client’s specific instruction.
4. Order Types
At present, we offer one exchange traded order type:
At Best Order – Deal immediately at the best available price for that size of order based on the execution venues available, without the client viewing the price in advance.
5. Specific Instruction
Where you give us a specific instruction as to the execution of an order, we will execute the order in accordance with those specific instructions and you should be aware that doing so may prevent us from applying this policy to achieve best execution.
Where your specific instructions relate to only part of the client order, we will continue to apply our policy to those aspects of the order not covered by those instructions.
6. Aggregation and Priority
For Unit Trusts and OEICs, client orders may be aggregated with other client orders and bulked prior to executing with the fund manager.
For exchange traded orders, WBS may combine client orders with orders for the account of other clients, or for its own account (including in relation to fractional orders). The aggregation of orders may operate on some occasions to a client’s (or its customers’) advantage and on some occasions to a client’s (or its customers’) disadvantage in relation to a particular order. The decision to aggregate will be taken in WBS’s sole discretion and where orders have been aggregated they will be allocated to clients on a pro-rata basis in accordance with WBS’ order allocation policy.
Depending on price and the consideration received, the disaggregation of bulked proceeds may result in penny rounding differences which cannot be allocated at individual client level.
7. Charges, Dilution Levy or Exit Charges
For Unit Trust or OEIC orders fund managers may levy an initial charge on purchase orders and there is a risk that fund managers apply a “dilution levy” to the order. This normally results where there are sizeable buy or sell orders in the market. This is an extra charge placed on the transaction and will be applied proportionately to an order placed.
Should this occur it will be clearly detailed on the order confirmation that we will provide to you.
For exchange traded orders, WBS may use one or more of the execution venues listed in Section 10 to enable it to obtain the best possible outcome on a consistent basis when executing client orders. WBS will regularly assess the execution venues available to ensure the best outcome for the client. The non-exhaustive list of factors which influence their decisions include:
We will monitor the effectiveness of our policy to ensure that it consistently achieves the best possible result for our clients and to identify whether more favourable results could consistently be achieved by transmitting orders to other brokers or on alternative execution venues. We will review our execution arrangements and this policy at least annually, or whenever a material change occurs that affects our ability to obtain the best possible result for our clients.
Where we identify any deficiencies, we will take appropriate measures and effect suitable changes to our execution arrangements and/or this policy to address such deficiencies.
We will notify you of any material changes to our execution arrangements where they are relevant to you (or your clients) and any changes to this policy. Any such changes will come into effect the next time that we receive a client order for execution.
If you wish to discuss the above or have any further questions, please contact us.
10. Order Venues and RSPs
WBS currently use the following execution venues:
» London Stock Exchange (LSE); including the Alternative Investment Market (AIM).
WBS currently use the following Retail Service Providers (Market Makers/Brokers):
Flow Traders B.V
and Winterflood Securities.
CUSTOMER INVESTMENTS AND RISKS
1.1 Risk of loss in value: The investments held for your CIRCA5000 Account are subject to loss in value. There can be no assurance that any appreciation in the value of investments will occur. The value of investments and the income (if any) derived from them may fall as well as rise and you may not recoup the original amount you invested. You may lose the value of your entire investment.
1.2 Fluctuations in value: The investments held for your CIRCA5000 Account are subject to fluctuations in value over time. The extent to which your CIRCA5000 Account will be subjected to such fluctuations will depend on, among other things, the composition of investments held for your CIRCA5000 Account.
1.3 Past performance: The past performance of your investments is not a guide to future performance. CIRCA5000 does not guarantee the performance of your CIRCA5000 Account.
1.4 Investment Horizon: an investment in Funds should be considered as a medium to long-term investment.
2. GENERAL RISKS RELATING TO INVESTMENTS IN FUNDS
2.1 The investments held for the benefit of your CIRCA5000 Account will be made solely in Funds. There are a number of general risks associated with such investments, a number of which are summarised below:
The performance of a Fund is dependent on its investment policy and strategy, the skills and expertise of those responsible for managing its investments, and the market(s) in which it invests.
Funds may be valued for pricing and dealing purposes on a frequent basis (for example, daily or weekly) or an infrequent basis (for example, monthly or even less frequently). Certain Funds may therefore represent relatively illiquid investments.
A Fund may be subject to suspensions in valuation, during which time dealing in a Fund will not be possible. Such suspensions generally occur in exceptional conditions, for instance where the investments of the Fund cannot be accurately valued or during periods of significant market turmoil.
UK authorised Funds will generally benefit from higher levels of regulatory supervision. Depending on their nature and the jurisdiction(s) in which they are regulated, other funds which may be available to you via the APP from time to time may be subject to a lower level of regulatory supervision.
Investments made in Funds denominated in currencies other than Pounds Sterling (or Funds, the investments of which are denominated in currencies other than Pounds Sterling) give rise to exchange rate risk.