Shares Terms & Conditions
Table of Contents
- This Agreement
- Your Account
- Events not covered by this Agreement
- Trade Execution
- Our Trading Platforms
- Market Access
- Conflicts of Interest
- Settlement and Transfers
- Company Information, Voting Rights, Dividends, Interest and Corporate Events
- Client Money/Assets
- Amendments to this Agreement.
- Payment and Set-Off
- Indemnity, Liability and Limitations of Liability
- Force Majeure
- Representations and warranties
- Market abuse
- Suspension and Insolvency
- Complaints and Compensation
- Governing Law
- Appendix 1 Supplementary Terms for Share/Investment Clubs ('STSC')
1 This Agreement
1.1 These Terms and Conditions form part of the agreement between you, the client ('You', 'Your(s) or 'yourself'), and Mercor Index Limited ('MIL', 'we', 'us', 'ourselves' or 'our(s)'). These govern the services offered by us our relationship with you and all transactions that you enter into with us (or any Authorised Third Party using your name, account number and/or password).
1.2 We are authorised and regulated in the United Kingdom by the Financial Conduct Authority (FCA), whose address is 25 The North Colonnade, Canary Wharf, London, E14 5HS. Our FCA registration number is 679941. For certain services we may be regulated by other professional or governmental bodies. If such is the case these separate terms are set out in their relevant sections (Supplemental Terms).
1.3 All the services we offer under this Agreement are regulated by the FCA and are covered by the FCA Rules and regulations.
1.4 These Terms and Conditions together with the Risk Disclosure Notice, your Application Form, the Order Execution Policy, the Conflict of Interest Policy and any supplemental terms and conditions or policies issued by us, are known as the 'Agreement'. Before you invest you should read these documents and ensure that you understand them.
1.5 You should read these terms in their entirety. If there is any part of these terms that you do not understand you should contact us immediately. Unless we agree, in writing, to amend any part of this Agreement it will form the basis of all contracts that you enter into with us. This Agreement and all subsequent amendments that you agree to are legally binding and enforceable.
1.6 The meanings of certain financial and legal wordings are set out in the 'Glossary' at the end of this document.
1.7 We act as an execution-only broker and will provide all stockbroking and investment services. We will also hold and administer your money and Assets as custodian in line with FCA Client Money Rules. We may delegate certain obligations under this Agreement to third parties.
1.8 You may contact us via email or verbally by telephone. All such communications should be in English. We may converse with/write to, you in languages other than English but in the event of any misunderstanding or error the English version of this agreement will prevail. The English version of this Agreement is binding and takes precedence over any other translation. All communications with you are made on a best endeavours basis and, unless agreed in writing by a Director of MIL, do not alter this Agreement.
1.9 You agree that we will be entitled to take any action as we consider necessary, in our absolute discretion, to ensure compliance with Applicable Laws. You agree to comply with all Applicable Laws and also to abide by any local laws to which you may be subject. You are reminded that this especially applies to all forms of market abuse (e.g.:- market manipulation or insider trading) and corporate governance (e.g.:- director trading).
1.10 Trading via our stockbroking platform is not suitable for everyone. A full explanation of the risks associated with using our services is set out in the Risk Disclosure Notice and you should ensure you fully understand such risks before entering into this Agreement with us.
1.11 You authorise us to telephone or otherwise contact you at any time whatsoever in order to discuss your account or to communicate other services offered by us.
1.12 We will not offer any advice on the suitability of your entering into this Agreement. It is entirely your personal choice as to whether you should use our services. We strongly recommend that you take professional advice before entering into this agreement.
1.13 You agree that we may share commissions and charges with our Trading Partners or other third parties, and receive or pay remuneration from or to the same in respect of trades entered into by you with us. Such commissions and charges will only be paid where we are satisfied that such payments do not impair our obligation to act in your best interests.
1.14 You agree that where a situation arises that is not covered by this agreement then you and we will be bound by general industry norms and where possible or relevant with reference to the Terms and Conditions of our competitor companies.
1.15 Nothing in this Agreement will over rule our duty or liability to you under the Financial Services and Markets Act 2000 (as amended) or the FCA Rules and if there is any conflict between this Agreement and the FCA Rules, the FCA Rules will prevail.
1.16 You acknowledge that the Product Information Sheets that apply to any Asset in which you have an interest or wish to trade will be displayed online on our website. Such information is provided on a best endeavours basis and may be updated from time to time. We shall not be liable to you for any such incorrect information.
1.17 All calls to our telephone lines are recorded and you hereby agree to this recording. All recordings of telephone conversations are our exclusive property and may be used as evidence in any dispute.
1.18 We may assign, in whole or in part, the rights and obligations of this Agreement to a third-party provided that any assignee agrees to abide by the Terms of this Agreement and subject to the approval of the FCA. Such assignment will come into effect 10 business days following the day you are deemed to have received notice of the assignment. If we do assign our rights and obligations under this Agreement, we will only do so to a third-party who is competent to carry out the functions and responsibilities and who will provide the same standard of service that we do.
1.19 Our rights and obligations under this Agreement are solely to you. You may not assign either the benefit or burden of any part of this Agreement to any third-party without our prior written consent.
2.0 Your Account
2.1 Except as stated otherwise we will act on your behalf to execute your Instructions to Deal as principal.
2.2 Unless specifically agreed with you (Clause 2.3, 2.4), you will be classed as a retail client as specified under the FCA Rules. As a retail client you have the highest level of regulatory protection and your funds will be segregated.
2.3 For some clients it may be appropriate for you to be classified as a professional client. If such is the case we will provide you with full details of any limitations to the level of regulatory protection that such a different categorisation would entail.
2.4 We may decide, or you may request us, to treat you as an Eligible Counterparty, the terms of this Agreement will be amended where applicable to the Terms and Conditions for Eligible Counterparties, by which you hereby agree to be bound.
2.5 You agree to Deal as principal and not as agent for any undisclosed person.
2.6 Dealings with you will be carried out by us on an execution-only basis and you agree that we are under no obligation to query the suitability for you of any trade you request, or to advise you on the current status of any Trade Instruction, or to advise you as to the status of your portfolio of investments held with us.
2.7 We will never give trading advice although we may provide you with information concerning your account or concerning factual data on markets that we quote. If any MIL employee gives (or appears to give) trading advice you agree that this advice is given on a personal level and is not in any way the opinion of MIL. You agree that you will not, nor will you be entitled to, rely on such statements as investment advice.
2.8 We will not accept any instructions from you until your account has been opened. Funds received by us will not be apportioned to allow trading until your account has been opened. To be considered for an account you must submit an Application Form such a form must be submitted online we do not accept printed versions of the application form. All required sections must be filled out and the information supplied must be correct to the best of your knowledge.
2.9 By submitting an Application Form you authorise us to make any searches that we see fit to certify that the information supplied by you is accurate.
2.10 If there are any material changes to the information given on your Application Form (including change of employment, income, address, contact details and email) you must immediately amend your details using your online account. Any losses that may be incurred by misdirection of contract details due to incorrect or out of date email addresses or other contact details supplied by you are entirely your responsibility.
2.11 It is entirely our decision to allow you an account and we may refuse an applicant for any reason.
2.12 Account Suspension or Termination
2.12.1 In accepting these terms you agree that we, and you, have the right, by the sending and receipt of a written notice (such as an email), to close or suspend your account with us.
2.12.2 You agree that neither party is required to offer a reason for closing your account.
2.12.3 Any such suspension or termination will not affect any obligation that may already have been incurred by either party in respect of the operation of your account. Upon termination you will pay to us any outstanding Fees, Charges and Taxes due.
2.12.4 On termination and subject to receipt of your instructions, we will arrange for Assets to either be sold or transferred from our nominee into your own name or another nominee. All proceeds of sale will be paid into an account in your name. If we do not receive any instructions from you within three calendar months of termination we may, at our sole discretion and at any time thereafter, sell your investments on your behalf. Any such transaction will incur charges and any other applicable taxes or costs. The balance of the sale proceeds will be held as client money in accordance with Client Money Rules as applicable to your account. Where Assets are sold they will be sold at the best execution price achievable by us at that time. You may suffer a loss on the sum invested versus the amount achieved by our sale. We are not responsible for any such loss that arises. Any loss will be borne by you. Where Assets cannot be sold, redeemed or transferred, we may certificate the Assets at your cost and distribute these certificates to you.
2.13 Authorised Third Party.
2.13.1 You may authorise someone else (commonly called an Authorised Third Party) to manage or have authorised access to your account (Power of Attorney over your account).
2.13.2 You acknowledge that this will be at your own risk.
2.13.3 Both you and the Authorised Third Party will be required to submit a Power of Attorney document authorising and appointing an Authorised Third Party to operate your account.
2.13.4 A Power of Attorney form is a legal document and you will be required to send to provide some form of identity document such as a copy of your passport or driving licence.
2.13.5 We will be entitled to accept all instructions from an Authorised Third Party as if that instruction had come from you
2.13.6 Third party authority will remain in place until such time as it is revoked by either party. If you wish to revoke this authorisation you must provide written notice to us. Any such notice will be effective as soon as it has been acknowledged as such by us. It is your sole responsibility to ensure that we are aware of any such intended revocation. You acknowledge that you will remain liable for all instructions given by the authorised person prior to any acknowledgement of the revocation by us and that you will be responsible for managing any positions which remain open after such revocation of permission.
2.13.7 We may at our sole discretion, and without notice to you, refuse to accept instructions from any Authorised Third Party and to treat the appointment of any such Authorised Third Party as terminated. We will be entitled, without notice to you, to refuse to accept instructions from any Authorised Third Party and to treat the appointment of any such Authorised Third Party as terminated.
2.14 It is your sole responsibility to inform us as to whether your trading activity should be reported to your employer. In general, if you work for an FCA or PRU regulated entity, your employer (specifically the compliance unit) will require notification. You should ask your employer if such notification is required.
2.15 Any action made by you or us which affects your account will trigger an email and/or an on-screen response. The non-receipt of an email or absence of an on-screen confirmation will not affect the validity of any trade or order which has been placed.
2.16 It is solely your responsibility to ensure that you are aware of all activity on your account. As soon as you receive any such notification you must check it to make certain that it is correct. You should contact us immediately concerning any potential error. Any problem will be investigated and resolved.
2.17 Unless your account has been suspended/terminated your account statement will be available online. If you think that your statement contains an error or you have received a confirmation email that you believe contains erroneous information you must notify us immediately.
2.19 Any queries/complaints should be raised in the first instance with our customer support team or with our dealers.
2.19 If your complaint cannot be resolved by customer support or the dealers then it may be handled by our compliance department according to our Complaints Procedure, a copy of which is available online and is available on request. If you are dissatisfied with the result of our compliance department's investigation or with any action taken by us as a result thereof, you may be able to refer the complaint to the Financial Ombudsman Service for further investigation at South Quay Plaza, 183 Marsh Wall, London, E14 9SR.
2.20 Where we are in dispute with you in respect of any instruction to deal made by you we may, at our absolute discretion and without notice, close (or reverse) the disputed transaction where we reasonably believe such an action to be desirable for the purpose of limiting any exposure to you or us and we will not be under any obligation to you in connection with any subsequent movement in the price of the investment concerned.
2.21 Joint Accounts
2.21.1 If you hold a joint account with one or more persons then any reference to you, your, yours, yourself refers to all other persons named as party to the joint account;
2.21.2 We may act, in relation to the account, on any instruction from any person who is, or reasonably appears or purports to be, named as party to the joint account. This includes the disclosure of information about the account (including personal information) to all persons named as party to the joint account:
2.21.3 Any communication given to one party in the joint account is deemed to have been given to all joint account holders:
2.21.4 Each joint account holder shall be jointly and individually liable for any financial obligations (including losses, Fees or Taxes) arising on their joint account.
2.21.5 Our rights contained within this Agreement are binding in respect of all joint account holders.
2.22 If requested, we may be required to supply your personal details and details of your shareholding to a duly authorised body.
2.23 We reserve the right to suspend your account at any time. If we suspend your account, it means that you will generally not be permitted to enter into any new positions but you will be permitted to sell any Assets that we hold on your behalf.
3.1 Any instruction by you to enter into a buy or sell transaction is termed a 'trade' (or 'deal', 'trading', 'dealing'). A trade must always be made for a specific investment size (i.e. a specific number of shares or monetary value of shares).
3.2 We will provide you with access to prices in the Underlying Markets.
3.3 You may give instructions to trade on those prices.
3.4 You may only Trade or place Orders via our online (or mobile) platform or through our dealer's recorded telephone lines. If any other communication media is received it will only be accepted at our discretion.
3.5 An instruction to trade must be initiated by you by offering to trade (either buy or sell) in a market in a specific trade size. The availability or quote of a price to trade in any market whether by telephone, online platform, or otherwise does not constitute an offer by us to execute your trade request at those prices on your behalf. An instruction from you to trade constitutes an obligation (of yours) which may only be withdrawn with our consent and only prior to the execution of the deal in question.
3.6 Once an instruction to trade is accepted we will attempt to execute all such instructions in the Underlying Market as soon as reasonably practicable. There is no guarantee that any such instruction will be executed or that any subsequent fill will be in full or in part.
3.7 If we cannot execute your instruction immediately due to a failure to connect to the Underlying Market (for any reason) we will attempt to execute your trade request as soon as reasonably practicable. In this event, if we are unable to execute your trade we will not be liable for any adverse movement in the price of the Underlying Market whilst it was unavailable.
3.8 You must have funds available on your account to settle the full purchase cost of any trade, including all Fees and Taxes. If you make a buy trade, the consideration for the trade plus all Fees and Taxes applicable to the trade will be deducted from your account but will remain segregated. On settlement day your monies will cease to be treated as client money although, if settlement fails to occur then your monies will once again be treated as client money.
3.9 If you make a sell trade then the sale proceeds minus any fees or taxes will become available on your account. You may use these released funds to make new trades but, until the sale transaction has actually settled, you will not be able to withdraw such funds from your account (for example, UK Equity trades normally take 2 business days to 'settle').
3.10 It is your responsibility to ensure that you have sufficient cleared funds on your account to satisfy all the requirements of any transaction.
3.11 All trades (and their associated fees and taxes) entered into by you are binding on you whether or not you have sufficient funds in your account to satisfy the full settlement requirements.
3.12 All Trade Instructions must be made either orally via the telephone or via our online or mobile platforms.
3.13 We shall be entitled to reject (or part reject) any trade request where:-
3.13.1 You do not have sufficient funds on your account to cover the full cost of that trade (including all Fees and Taxes).
3.13.2. We reasonably believe that the Trade Instruction did not come from you or from a person authorised to trade on your behalf.
3.13.3. If fulfilling your trade request we may be, or would be, in breach of Applicable Regulations, law, rule, regulation or these terms.
3.13.4 We, at our sole discretion decide that we want to confirm the instruction with you (e.g. clauses 3.13.2, 3.13.3 or if we suspect fraudulent activity).
3.14 We are not required to disclose the reasons for rejecting your trade but, unless prevented by Applicable Regulations, such disclosure will not be unreasonably withheld.
3.15 If subsequent to accepting an Order an event occurs which makes it unreasonable for us to continue to work said Order then we may, at our sole discretion, cancel the Order. In such an occurrence we shall not have any liability to you as a result of such a cancellation.
3.16 We, and you, may in all good faith have initiated and/or executed a Trade Instruction which is subsequently deemed to be improper (for whatever reason) by an Exchange. In such an instance we may be instructed or recommended by the Exchange to cancel or reverse any such instruction. You agree to use all reasonable endeavours to assist us in this regard.
3.17 You may only sell positions that you hold (either settled or pending settlement). For the avoidance of doubt you are not permitted to hold what is commonly termed 'a short' position with us. If you breach this condition we will close your position as soon as we are able and you agree that you shall be liable for any associated losses, fines or charges incurred by us or you.
3.18 Trading in Funds
3.18.1 It is your responsibility to ensure you are aware of all Fees and Taxes applying to any fund you instruct us to trade on your behalf. Details of these charges are usually available on the Product Information Sheets on our website.
3.18.2 Deals are normally placed by the end of the Working Day following receipt of your instruction. The price is determined at the next valuation point for the fund. For more details about fund pricing please see our website or contact us. We may amend the dealing date if reasonable to do so but we will notify you where this has occurred.
3.18.3 There are two types of funds available: 'inclusive' funds which typically have higher annual charges and higher annual Loyalty Bonuses and 'unbundled' funds with lower annual charges and lower or no Loyalty Bonuses. These funds will be clearly shown on our website for clients that buy online. If you trade by telephone we will buy these unbundled funds for you automatically, unless you request otherwise. If you hold both types of units, and you instruct us to sell your fund without telling us which type of unit you wish to sell, we will normally sell the inclusive units first.
3.18.4 There may be restrictions relating to the purchase of units in certain funds, dependent on your domicile or residence status. For instance you are usually prohibited from purchasing units in funds which have not been registered in the US under US legislation if you are a U.S Person (under Regulation S of US Securities Act 1933). You should read the relevant fund's prospectus to ensure you are an eligible investor. If your residency or citizenship status alters whilst you hold investments with us, you agree to notify us immediately and to review the investments held in your Account(s) and to dispose of any investments which you are no longer eligible to hold.
3.19.5 You should ensure that the investment vehicle for whom you are purchasing the Funds are eligible to hold them. We may, without notice to you, sell any funds that we discover you are not permitted to hold. We will not be liable for any losses or costs arising from the sale of those holdings and you will be responsible for any costs or expenses incurred by us as a result.
3.20 If you wish to trade in Shares listed in the US we will ask you to complete a W-8BEN form before we accept any such trading instructions. If you transfer a US holding to us, or have traded erroneously with us, but have not previously provided us with a W-8BEN form we will ask you to complete a W-8BEN. If you do not return the signed and completed W-8BEN form before the date we specify (usually 30 days), we reserve the right to sell your US Shares. You have an ongoing obligation to inform us if you are no longer eligible for W-8BEN status.
3.21 If you trade in an exchange traded fund or any other market that has a Key Investor Information Document (KIID) then you warrant and represent that you will have read such Key Investor Information Documentation as is relevant prior to issuing us with a Trade Instruction.
3.22 If you access your account via our mobile platform then your use of this service will be subject to this Agreement and to any current supplemental mobile dealing terms.
3.23 We reserve the right to suspend, at our discretion, your access to trade online in any market normally provided by us. You may in certain circumstances be permitted to trade in said market via the telephone.
4.1 We may, at our absolute discretion, permit you to place Orders. Not all Order types are available in all markets or on all of our online platforms. Different exchanges and third parties (to whom we may transmit your instructions) may have materially different Order functionality or permissions.
4.2 By using such Orders, you expressly acknowledge and agree that it is your responsibility to understand how an Order operates before you place any such Order with us and that you will not place an Order unless you fully understand the terms and conditions attached to such Order. Details about how Orders work are available from our dealers on request.
4.3 Where you give instruction for us to pace an order to Sell above the current bid price or Buy below the current offer (commonly called a Limit Order) then, unless expressly agreed with us, such an instruction will be published if it relates to markets that are trading on a regulated market (i.e. a stock exchange).
4.4 Trigger Trading Technology
4.4.1 Where you have instructed our Tigger Trading Technology to create an order instruction when a certain set of criteria are fulfilled such an order is created and executed entirely at your risk. We are not obligated in any way to ensure that an order received by us has been authentically created using the criteria specified by you. We do not warrant in any way the accuracy of an automatically created order/trade instruction.
4.4.2 Where the Trigger Trading Technology has created an order instruction, MIL will instruct our brokers to execute the requested trade. MIL does not warrant that the broker will be able to execute the instruction and will not be liable for any failure to execute. Receipt by you of a Trigger event notification is not a confirmation of said trade instruction having been executed. It is solely your responsibility to ensure that your order instruction has been executed.
5.1 When you place a trade via your account with us you will be charged a Fee that is based either on a percentage of the full value of your trade or a fixed Fee for the trade, whichever is the higher. At our discretion we may agree a different Fee structure in writing either as a standard rate or for a one-off trade. Our standard commission rates are published on the Product Information Sheets available on our website.
5.2 There may be supplemental Fees when you trade via your account with us depending on the market, third party broker and Exchange used. Should any trade made by you fail through your actions there may be further Fees liable. Any such amounts will be your responsibility and will be deducted from your account.
5.3 Any transaction Taxes (such as Stamp Duty) incurred by your trading activity will be charged to your account.
5.4 You acknowledge that we may charge you for the Exchange Data that we supply to you.
5.5 If there are any charges relating to extra services that you request from us (e.g. for some technical trading tools) we may deduct such charges from your account.
5.6 We will ask you to sign a W-8BEN form before we accept an Instruction to Deal from you to trade in any US listed Asset. If you have transferred US listed Assets to us we will ask you to complete a W-8BEN. If you do not return the signed and completed W-8BEN form within 30 days of transferring the Asset to us we reserve the right to sell any such Assets. You have an ongoing obligation to inform us if you are no longer eligible for W-8BEN status.
6 Events not covered by this Agreement
Where an event occurs that is not covered under these Terms, the Product Information Sheets or any policy document referenced in these terms, then we will resolve the matter on the basis of good faith and fairness and, where appropriate, by taking such action as is consistent with market practice or in line with our competitors' terms and policies.
7 Trade Execution
7.1 We will take all reasonable steps to provide you with best execution in accordance with the FCA Rules and our Order Execution Policy when we trade on your behalf. The Order Execution Policy details how we execute your instructions. A Summary Order Execution Policy is provided on our website, or by post on request. In agreeing to these terms you will be deemed to have consented to our Order Execution Policy. We may amend our Order Execution Policy from time to time and may notify you of any material amendments.
7.2 Where we have multiple requests to trade in the same stock at the same (or similar) price we may aggregate such instructions into a single order. We shall aggregate such instructions if we believe that in doing so we are acting in the best interests of our clients as a whole. However, on occasions, aggregation may result in you obtaining a less favourable price once your Instruction has been executed. You acknowledge and agree that we shall not have any liability to you should such an event occur.
8 Our Trading Platforms (including mobile access)
8.1 In using our online or mobile trading platforms you authorise us to act on any instruction given by you using your name, username and/or password. Your Trade Instructions form a legal obligation on your part which may only subsequently be cancelled with our consent and only on condition that the instruction in question has not been executed (or part executed). It is your responsibility to ensure as to the clarity and accuracy of any Trade Instruction.
8.2 We are not obliged to act on any instruction, or to execute any particular Trade Instruction and need not give any reasons for declining to do so.
8.3 All prices shown on our trading platforms are indicative, are subject to change and are not binding on us.
8.4 We may, without prior notice and with immediate effect, suspend, restrict or terminate any part of these trading services.
8.5 We may, without prior notice and with immediate effect, suspend, restrict or terminate your access to the trading platform.
8.6 The use of any interface between an automated or high frequency trading system and our trading platforms (commonly called Algo or HFT) is not permitted without our prior written consent.
8.7 Where we have permitted an automated interface (clause 8.6) in respect of a direct market access (DMA) system, to any Exchange you grant us the right, to enter on immediate notice (or to instruct any third party to enter) your premises and inspect your System. Such a right will only be acted on where we believe that your System does not comply with our requirements (as notified to you), this Agreement, any relevant Exchange requirements or any relevant regulation or law.
8.8 Where we permit electronic communications between you and us via a customised interface using a protocol such as Financial Information Exchange protocol or 'FIX' (or any other such interface), those communications will be interpreted by and subject to all rules for such interface protocol that are provided to you.
8.9 You are required to test any customised interface prior to using it in a live environment and you agree you will be responsible for any errors or failure in your implementation of the interface protocol.
8.10 We are providing our trading services for your personal use only. You may not sell, lease, or supply access to, or information from, any portion of our online or mobile services to any third-party.
8.11 We will retain the intellectual property rights to all elements of the Software and such software and databases as are contained within our trading platforms and you will not in any circumstances, obtain title or interest in such elements other than as set out in this Agreement.
9 Market Access
9.1 We will provide you with a wide range of markets from a variety of service providers. For access to certain markets you agree that we may charge you a Fee.
9.2 We will permit access to our Retail Service Providers who may offer you a request for quote service. We reserve the right to terminate such access, without notice if, in our reasonable opinion, we consider that you are abusing this service or are acting inappropriately in requesting quotes from any Retail Service Provider.
9.3 We may execute your instructions directly through an Exchange, a Retail Service Providers or a Market Maker. In certain circumstances we may execute your instruction off-exchange but only with reference to the Order Execution Policy. By agreeing to these terms you authorise, on your behalf, to trade outside a regulated market or a Multilateral Trading Facility.
9.4 You agree that we may arrange for your Trade Instruction to be executed via a third party. We will not be liable to you for any act or omission of any such third-party, except where we have acted negligently, fraudulently or in wilful default in relation to the appointment of the third-party.
9.5 With respect to the market data or any other information provided via our services you agree that such information is used entirely at your own risk. We (and any third party provider) are not responsible or liable if any such data or information is inaccurate in any respect. Any action you take based upon such information is done entirely at your risk and neither we nor and any other provider will be responsible or liable for said actions.
9.6 You will not re-transmit, re-distribute, publish, disclose or display any data supplied via our platforms to third parties except where required by law.
9.7 With respect to any market and exchange data or other information that we or any third party service provides to you in connection with your use of your account, you agree that:
- neither we nor our Trading Partners nor any such provider are responsible or liable if any such data or information is inaccurate or incomplete in any respect;
- neither we nor our Trading Partners nor any such provider are responsible or liable for any actions that you take or do not take based on such data or information;
- you will use such data or information solely for the purposes set out in this Agreement;
- such data or information is proprietary to us and you will not retransmit, redistribute, publish, disclose or display in whole or in part such data or information to third parties; and
- you will use such data or information solely in compliance with exchange agreements.
10 Conflict of Interest
10.1 You acknowledge that we or any person or company related to us may hold material interests that may be in conflict with your best interests and, as a consequence, may damage your interests. This is known as a Conflict of Interest.
10.2 We are required by law to take all reasonable steps to identify conflicts of interests between ourselves (and any person or company related to us) and our clients, or between one client and another, that arise in the course of providing our service.
10.3 We operate a policy of independence which requires us to act in your best interests and to disregard any conflicts of interests in providing our services to you. In addition, we have in place controls to manage the conflicts of interests identified. . These controls and some common causes of such conflicts are set out in our Conflicts of Interest Policy which is available online.
10.4 You acknowledge that you are aware of the possibility that the conflicts disclosed in the Conflict of Interest Policy may arise and consent to us acting for you notwithstanding such conflict.
11 Settlement and Transfers
11.1 Where possible your trades will be settled using a central securities depository, the Fees stated in our Product Information Sheets (and elsewhere) are for trades settled by this route. If any trade made by you cannot be settled via this route (for whatever reason) you acknowledge that we may have to use alternative dealing facilities to settle that trade and this may result in an increase in the Fee incurred by you.
11.2 Trades made in UK and European Shares settle two business days after execution (generally called T+2). Once a trade has been executed the settlement date cannot be changed. Your account will be debited or credited immediately a trade has been executed but you will not be able to withdraw funds from your account until settlement has occurred. Most international Shares settle on either a T+2 or a T+3 basis.
11.3 We will not be responsible for any delay in settlement caused by circumstances beyond our control. Our sole obligation is to deliver such Assets (in the event of a purchase) or cash (due to sale proceeds) as we actually receive. If your trade has not been settled through a central securities depository system then there are likely to be settlement delays.
11.4 All Fees and relevant Taxes will be deducted from your account in respect of each trade made by you.
11.5 When transferring Assets to us you may only give such an instruction in relation to Assets you own or that are held in custody by a third-party on your behalf. You must send us a completed transfer form.
11.6 To transfer Assets that are held in certificated form you must complete a transfer form and send it to us along with the valid title certificates. Certificated Assets are settled as soon as is reasonably possible.
11.7 If you request that we re-certificate your Assets we will, where possible, issue a certificate in your name in respect of such Assets that we hold on your behalf. The Fee for issuing the certificates is set out in the Product Information Sheets. You are reminded that the safekeeping and delivery of any Asset held in certificated form shall be at your risk.
11.8 If you request that we dematerialise (demat) any Asset certificate in your name we will, where possible, do so. The Fee for this service is set out in the Product Information Sheets.
11.9 You will not be able to sell any Assets held by us on your behalf until they have been dematerialised.
11.10 Where you credit your account and then request a withdrawal shortly afterwards we may delay your refund for up to ten business days.
12 Company Information, Voting Rights, Dividends, Interest and Corporate Events
12.1 Excepting such information as is available via our services we shall not advise you as to any reports, accounts or any other information issued by a company. We are not obliged to notify you of or arrange for you to attend any company meetings applicable to the holdings in your account.
12.2 We are not obliged to arrange the exercise of any voting rights accorded to the positions that we hold on your behalf.
12.3 Any income payments or tax credits that we collect on your behalf will be credited to your account as soon as is practicable. We will not be liable for any loss of interest due to any delay in crediting any income to your account. Income payments will usually be credited in cash net of applicable Taxes.
12.4 We will be responsible for claiming and receiving dividends, interest payments and other income payments accruing to such positions that we hold on your behalf.
12.5 We will offer dividend reinvestment plan for such positions that we hold on your behalf and accept any scrip option or stock dividend offered but only if you specifically request them. If you have expressed no preference you will generally receive the cash default option.
12.6 We may at our sole decision claim or reclaim tax credits on dividends or other income on foreign securities
12.7 Your positions will be held in pooled accounts in our name. Dividends or cash distributions will be made net of applicable taxes as applied to our holdings. You acknowledge that such distributions may be less beneficial than those that might have applied had your positions not been pooled.
12.8 Corporate Actions
12.8.1 If there is a Corporate Action on an investment you hold, we will notify you via email. Only information issued through a relevant Exchange or from the registrars will be relayed to you. You will also be advised as to any deadline applicable to the Corporate Action.
12.8.2 There may be restrictions on the type of investors which can participate in certain Corporate Actions and you must ensure that you are eligible to participate in any Corporate Action.
12.8.3 Where there is a limited timescale in which to participate in certain Corporate Actions we may not be able to communicate the details of the Corporate Action to you in time for you to participate. We will not be liable to you where you are unable to participate in a Corporate Action as a result of the short timescales set by third parties or where you are unable to sell any rights which you receive as a result of a Corporate Action because trading in the rights is not available.
12.8.4 When you purchase a fund, details of any upcoming Corporate Actions or material changes to the fund will be contained in the fund manager's Prospectus. It is your responsibility to read the relevant Prospectus before purchasing a fund and we will not provide you with any notification of upcoming Corporate Actions or material changes to the fund at the time you purchase a fund.
12.8.5 You must return any valid election in respect of a Corporate Action by the deadline specified by us. This will usually be before the deadline set by the registrar.
12.8.6 When you elect to take up a Corporate Action, and payment is required, you must ensure that sufficient funds are available on your account to cover your obligation in relation to your decision. You shall be liable for any costs or losses borne by us, due to a shortfall in the funds on your account, in relation to your election to act over a corporate event.
12.8.7 Where securities or cash are due to you as a result of a Corporate Action, these will be credited to your Account as soon as practicable after we receive them.
12.8.8 Instructions received from you in respect of Corporate Actions are deemed to be irrevocable and final.
12.8.9 If we do not received a valid instruction from you by the deadline date set by us, we will act in accordance with the default terms of the registrars, except where we have notified you that we have specified an alternative default option and/ or in the following circumstances; In respect of take-overs, we will normally accept the default terms of an offer within five days of the company going into compulsory acquisition unless we state otherwise. You will be notified accordingly on receipt of the proceeds of the offer;
12.8.10 In the event of a position held by you changing its listing to an exchange not supported by us we may, where possible, return the shareholding to you in certificated form. Where this is not possible you will be contacted detailing the options available to you.
12.8.11 Where a corporate event results in a fractional entitlement to part of a Share, then these will be aggregated and sold. Such sums as are due will be credited to your account on a pro-rata basis.
12.8.12 Where corporate events affect some but not all nominee holdings within a pooled account, we shall apportion those holdings to the relevant clients in such manner as we consider to be fair and reasonable.
12.9 You acknowledge that we are not required to inform you as to any class action or group litigation that concerns positions that are held on your behalf.
13 Client Money and Assets
13.1 Unless otherwise agreed in writing, we will hold all monies due to you as trustee in a segregated account at a bank or other financial institution chosen by us and located in the UK or the European Economic Area (EEA) in accordance with the FCA Client Money Rules.
13.2 We do not pay interest to you on any of your money that we hold. In agreeing to these Terms you waive any entitlement to interest on such money under the Client Money Rules or otherwise.
13.3 In the event that there has been no movement on your account for a period of at least six years (excepting any credits or debits due to fees, charges, interest or similar items) and we are unable to trace you despite having taken reasonable steps to do so, you agree that we may cease to treat your money as client money and further that ownership of such money will be irrevocably transferred from you to us.
13.4 Professional Client Classification.
13.4.1. In certain circumstances and following appropriate disclosure of the risks by us to you, you and we may agree that you do not require money which is transferred by you to us to be held in accordance with the Client Money Rules.
13.4.2 Such an agreement must be in our agreed format and the agreement must be signed by you. This form may be provided to us by scanned copy sent to us by email. We may require sight of a copy of an identity documents (such as a passport or driving licence).
13.4.3. Once such an agreement is in place, we will treat any transfer of money by you to us as a transfer of full ownership of money to us for the purpose of securing or covering your present, future, actual, contingent or prospective obligations, and we will not hold such money in accordance with the Client Money Rules. Because title of the money has passed to us you will no longer have a proprietary claim over money transferred to us, and we can deal with it in our own right, and you will rank as a general creditor of ours. By placing money with us under a title transfer agreement, you agree that all money you place on your account is done so in anticipation of you engaging in trading activity with us and therefore has the purpose of securing or covering your present, future, actual, contingent or prospective obligations to us.
13.5 We will act as custodian and will hold Assets on your behalf in accordance with the FCA's Client Assets Rules.
13.6 In line with the FCA's Client Asset Rules we may appoint any other person as a sub-custodian or otherwise to hold Assets, including documents of title or certificates evidencing title to such Assets. We will exercise reasonable caution in the appointment of such sub-custodians but we are not liable for their acts, omissions, insolvency or dissolution. Any discrepancy in terms of client Assets and any resulting shortfall will be dealt with in accordance with the FCA Client Assets Rules.
13.7 Detailed records of all your Assets held by us will be kept at all times to show that your Assets are held on your behalf, for your benefit and do not belong to us or any sub-custodian.
13.8 Assets held on your behalf by us will be registered in our name or a sub-custodian.
13.9 Your Assets will be registered in the same name as those of other clients (pooled together with other clients' positions in an omnibus account, like with like). This means that your holdings will not necessarily be immediately identifiable by way of separate certificates. If we were to become insolvent there may be delays in identifying individual client Assets. In the event of an unreconciled shortfall caused by the default of a custodian, you may share pro rata in that shortfall.
13.10 You authorise us and any sub-custodian to hold or transfer Assets (or the entitlement to them) to a securities depositary, clearing or settlement system. Assets that cannot be settled through a central securities depository system may be held overseas by a third-party (including custodian, sub-custodian, registrar, bank, intermediate broker, or settlement agent) in our name.
13.11 You agree that where it is not feasible for us to hold Assets, in some foreign jurisdictions, in our name or in the name of our nominees then we may at our sole discretion refuse to trade in such Assets.
13.12 You will not be entitled to any interest in respect of Assets held by us as custodian and any interest will be retained by us.
13.13 In the event that we have not had any contact from you nor received any Trade Instructions for a period of at least twelve years and we are unable to trace you despite having taken reasonable steps to do so, you agree that we may cease to treat your Assets as client Assets.
14.1 We do not advise on tax issues you should seek your own independent advice.
14.2 You will be responsible at all times for the payment of all taxes in relation to your activities on your account.
14.3 Should any change in taxation occur which would impact your account (such as an increase in Stamp Duty or an imposition of a transaction tax) then we will inform you in line with our communication clause.
14.4 Should any retrospective tax legislation be implemented then you authorise us to make such amendments (Fees or cash adjustments) to your account as are required in law.
14.5 We will use reasonable endeavours to forward to you any tax documents which we may receive relating to you. We will send you an annual Consolidated Tax Certificate or equivalent after the end of the UK fiscal year unless otherwise agreed by us and you.
15 Amendments to this Agreement.
15.1 We may amend this Agreement and any arrangements made within this Agreement at any time. You will be notified of any changes online and by email. You will be requested to confirm or reject the amendment before accessing your account.
15.2 If, subsequent to our posting of the amendments, you open any new positions you will be deemed to have accepted and agreed to the amendment.
15.3 If you reject the amendment your account will be suspended, you will be required to close your account(s) as soon as is practicably possible. The proposed amendment(s) will not apply to your account.
15.2 Any amendment to this Agreement will come into effect immediately upon notification and will supersede any previous agreements. All amendments must be fair and reasonable.
16.1 All communications will be sent to you via email and unless we receive a 'failure to deliver' message all such messages will be deemed to have been received. It is your sole responsibility to ensure that we have your current email address.
16.2 We accept no responsibility for the consequences of the failure by you to receive any such communication.
16.3 If we request that you contact us you should regard any such a request as important and should be acted upon immediately.
16.4 Where we receive no notification from you that any communication has not been received by you, those communications will be deemed to have been received by you if hand delivered to your last known home or work address, or when actually given in person to you, or given orally over the telephone, or in a face to face exchange with you (or person claiming to the our representative to be you), or two hours after leaving a telephone answering machine message, text message or voice mail message, or if sent by first class post two business days after posting, or 1 hour after being sent by email.
16.5 It is your responsibility to ensure that we have your current and correct address, your tax residency status and your contact details.
16.6 If you wish to communicate with us you should in the first instance email or telephone our customer support team. If you wish to send us any notification it should be posted to our business address.
16.7 If at any time you are unable, for whatever reason, to communicate with us, we will not be responsible for any loss, damage or cost caused to you by such an event.
16.8 You agree that we may record our telephone conversations with you. Such records will be our sole property and you accept that they may constitute evidence of the communications between us
16.9 We do not supply paper statements of your account. Your statements will be available at all times on our online or mobile platforms excepting periods that are beyond our control or when our systems are offline for maintenance.
16.10 Excepting fraud or error on our part you will be deemed to have acknowledged and agreed with any transaction made on your account unless you notify us to the contrary in writing within two business days of the date on which the transaction was made.
16.11 The failure by us to send, or by you to receive, any trade or order confirmation does not invalidate that instruction. The receipt by you of a trade confirmation is not binding on us where said confirmation has been sent in error. You must check your account statement/positions to ensure that any such trade has actually occurred. We are not liable in any way to losses made by you through your failure to receive any communication sent by us.
17 Payment and set-off
17.1 All payments are due immediately upon our demand, which may be oral or in writing (i.e. email). You may make any payment due to us by direct bank transfer for value within 24 hours or by such debit or credit cards as are accepted by us. We may charge a fee for processing certain types of payment. At our sole discretion, we may accept payments by cheque. Cheques should be crossed and made payable to Mercor Index Limited and your account number should be marked clearly on the reverse. We reserve the right to levy a reasonable charge where we allow you to pay by cheque. You should be advised that if you make payment by cheque it may take a considerable time for the monies to clear to your account.
17.2 We are obligated by our duties under law regarding the prevention of fraud, countering terrorist financing, money laundering and/or tax offences. Consequently, we may at our absolute discretion, reject payments from you or a third-party and return funds to source. In particular, may not accept payments from a bank account if it is not evident to us that the bank account is in your name.
17.3 All payments made to your account (or any trades entered into by you) which are made in currencies other than the base currency of your account will be held and accounted for in said currency. Unless requested by you we shall not (except at our absolute discretion) convert such Deposits, Fees or realised profits or losses into your base currency.
17.4 You agree that we may charge interest on any sums due to us. Interest will accrue on a daily basis from the due date until the date on which payment is received in full at a rate not exceeding 4% above the base rate applicable to base currency of your account.
17.5 Subject to such regulatory or legal restrictions that might apply any credit balance on your account will be remitted to you if requested by you. We may at our discretion remit such monies to you even though such a request has not been made by you. All bank charges, unless otherwise agreed, will be charged to your account. We will normally remit money in the same method and to the same place from whence it was received. However, in exceptional circumstances we may, at our absolute discretion, consider a suitable alternative.
17.6 We have the right to set-off such sums as are due to us against the Assets held in any other account with us in which you have an interest.
17.7 We may at any time, and without notice to you, sell Assets which we hold on your behalf in order to discharge your obligations to us. You will continue to be responsible to us for any outstanding balance due after such Assets have been sold and the difference in value will be payable to us immediately. It will be entirely at our discretion as to which of your Assets held by us shall be sold and we shall not be liable for any subsequent market movements either in the Assets sold or in those chosen not to be sold.
18.1 Each of the following constitutes an 'Default Event':
- your failure to perform any obligation due to us;
- in the event of you death or incapacity;
- the initiation by a third-party of proceedings for your bankruptcy (if you are an individual) or the winding-up or appointment of an administrator or receiver (if you are a company):
- where any statement made by you in respect of this Agreement is or becomes untrue;
- you are or become unable to pay your debts; or
- any other circumstance where we reasonably believe that it is necessary or desirable to take any action in accordance with this agreement to protect ourselves or any of our other clients.
- cancel any outstanding instruction to trade;
- close all or any of your accounts held with us and refuse to accept any further Trade Instructions from you; and
- terminate this Agreement .
19 Indemnity, Liability and Limitations of Liability
19.1 Nothing in this Agreement will exclude or restrict any duty or liability owed by us to you under the Financial Services and Markets Act 2000 (the 'Act') or the Applicable Regulations and if there is any conflict between this Agreement and the Act and/or Applicable Regulations, the Act and Applicable Regulations will prevail.
19.2 You will indemnify us, and keep us indemnified on demand in respect of all liabilities, losses or costs of any kind or nature whatsoever that may be incurred by us as a direct or indirect result of any failure by you to perform any of your obligations under this Agreement or in relation to any trade or in relation to any false information or declaration made either to us or to any third party, in particular to any Exchange. You acknowledge that this indemnity extends to our legal and administrative costs and expenses incurred in respect of taking any legal or investigatory action against you, or instructing any debt collection agency, to recover monies owed by you to us.
19.3 To the extent permitted by law, you will indemnify, protect and hold us harmless from and against all losses, liabilities, judgements, suits, actions, proceedings, claims, damages and/or costs resulting from or arising out of any act or omission by any person obtaining access to your account by using your designated account number, user name and/or password, whether or not you authorised such access.
19.4 Without prejudice to any other part of this Agreement, we will have no liability to you in relation to any loss that you suffer as a result of any delay or defect in or failure of the whole or any part of our trading platform or any systems or network links or any other means of communication. We will have no liability to you, whether in contract or in tort (including negligence) in the event that any computer viruses, worms, software bombs or similar items are introduced into your computer hardware or software via our internet website(s), provided that we have taken reasonable steps to prevent any such introduction.
19.5 Unless we are prohibited from excluding such liability by law (for example, for losses relating to death or personal injury or caused by our fraud), we will not be liable for any direct, indirect, incidental, special, punitive or consequential damages (including, without limitation, loss of business, loss of profits, failure to avoid a loss, loss of data, loss or corruption of data, loss of goodwill or reputation) caused by any act or omission of ours under this Agreement.
19.6 If and to the extent that we are found liable for any losses or damages in relation to any trade made by you then, unless we are prohibited from limiting such liability by law, the maximum amount of our liability will be limited to £500 when applied to your trade.
19.7 Unless required otherwise by a regulator and subject to all other provisions of this Agreement, we are liable to you to pay you your realised available profits and available unencumbered deposits. This is our entire liability to you.
19.8 If any of the terms of this Agreement are found to be unenforceable or invalid, such unenforceability or invalidity will not affect any other part of this Agreement (or the remaining portion of the affected part as the case may be), which will remain in full force and effect.
19.9 You will not assign, transfer, charge or sub-contract any of the rights or liabilities hereunder.
19.10 We are entitled to assign, transfer, charge, sub-contract or deal in any manner with all or any of our rights and/or liabilities hereunder including by way of transfer of the same to a Trading Partner.
19.11 Only our formally appointed directors who are registered with Companies House can legally bind the company.
20 Force Majeure
20.1 We may, in our reasonable opinion, decide that an emergency or an exceptional market condition exists (a 'Force Majeure Event'), in which case we will, in due course, inform the FCA and take reasonable steps to inform you.
20.2 A Force Majeure Event may include, but is not limited to, the following:
20.2.1 any act, event or occurrence (including, without limitation, any strike, riot or civil commotion, act of terrorism, war, industrial action, acts and regulations of any governmental or supra national bodies or authorities) that, in our opinion, prevents us from providing you with access to a market in one or more of the Assets in respect of which we ordinarily provide our services;;
20.2.2 The suspension or closure of any market
20.2.3 The occurrence of an excessive movement in the level of any of our market or the anticipation (in our reasonable opinion) of such an event;
20.2.4 The breakdown or failure of any part of our computer facilities, an interruption of power supply causing us to fail to supply a service; or
20.2.5 the failure of any supplier, broker, bank, custodian, sub-custodian, dealer, exchange, clearing house or regulatory or self-regulatory organisation, which prevents us from supplying you with a service.
20.3 If we determine that a Force Majeure Event exists, we may, at our absolute discretion, without notice and at any time:
20.3.1 Cancel any outstanding instructions to trade;
20.3.2 Sell any Assets held by us on your behalf at the prevailing market price, at our discretion;
20.4 In the event of a Force Majeure situation we may suspend such parts of this Agreement where the Force Majeure makes it impossible or impractical for us to comply with said parts
21 Representations and warranties
21.1 Each and every time you place a trade with us you agree that:-
21.1.1 All personal information required by us and confirmed by you is true and accurate in all material respects.
21.1.2 You have read, understand and agree to be bound by this Agreement, the Product Information Sheets and the Risk Warning Notice and any updates or amendments to the aforementioned Agreement, Product Information Sheets and Risk Warning Notice.
21.1.3 Your actions are legal in the jurisdiction you are currently resident
21.1.4 You are authorised to take such actions.
21.1.5 If any losses are incurred by you or us due to your breach of any part of this agreement then you will be liable for said losses.
21.2 You agree that all Trade and Order data concerning your activities on your account is exclusively our property and we and our agents may use such information for any purpose and at our sole discretion.
21.3 This Agreement contains the entire understanding between the parties in relation to the dealing services we offer.
21.4 In the absence of our fraud, wilful default or negligence, we give no warranty regarding the performance or information contained on our website or our trading platforms
21.5 Our rights and remedies under this Agreement will be cumulative, and our exercise or waiver of any right or remedy will not preclude or inhibit the exercise of any other right or remedy. Our failure to enforce or exercise any right under this Agreement will not amount to a general waiver of that right.
21.6 You acknowledge and agree that the copyrights, trademarks, database and other property or rights in any information distributed to or received by you from us, will remain the sole and exclusive property of ours or any third-party identified as being the owner of such rights.
21.7 If any part of this agreement is held by a court of competent jurisdiction to be unenforceable for any reason this will not affect the enforceability of the remainder of this Agreement.
22 Market abuse
22.1 You represent and warrant to us now and each and every time you give us a Trade Instruction that you are not subject to any restrictions to trade in that Asset (for example: - you being subject to close periods on a particular stock) and/or that you are not in possession of market sensitive information, such that your action would be deemed to be insider trading.
22.2 Should we have reasonable grounds for suspecting that you have breached clause 22.1 we may, at our absolute discretion and without being under any obligation to advise you as to our reason for doing so, cancel any outstanding trade instructions with us and sell any Assets held by us on your behalf at the time. In the event that we suspect such activity we will inform the relevant authorities as to our suspicions.
23 Suspension and insolvency
23.1 If at any time trading on the Underlying Market is suspended in any Asset in which you have an instruction to trade, then the applicable instruction will also be suspended and you will not be able to trade in said Asset. Your instruction to trade will remain suspended until the suspension in the Underlying Market ends and trading recommences, at which point any outstanding instructions that you may have given us with respect to the Asset in question will be executed as soon as is reasonable in the circumstances having regard to liquidity in the Underlying Market. In such situations we cannot guarantee that your trade will be executed at the first available Underlying Market price nor that there might not be a substantial difference between your settlement price and the price of pertaining when your trade request was initiated.
23.2 Where the Asset concerned is in respect of a company that is delisted from the Underlying Market, goes into insolvency or is dissolved then any instruction to trade will be cancelled and any Assets that we hold on your behalf in said company will be dealt with in accordance with the terms of the delisting, insolvency or dissolution, as applicable.
24 Complaints and Compensation
24.1 Any queries should be raised with our customer support team or with our dealers.
24.2 If your complaint cannot be resolved by customer support or the dealers then it may be handled by our compliance department according to our complaints procedure, a copy of which is available online and is available on request. If you are dissatisfied with the result of our compliance department's investigation or with any action taken by us as a result thereof, you may be able to refer the complaint to the Financial Ombudsman Service for further investigation at South Quay Plaza, 183 Marsh Wall, London, E14 9SR.
24.3 We are covered by the Financial Services Compensation Scheme. If you are an eligible claimant under the rules of the FCA, your account is protected by the Financial Services Compensation Scheme. You may be entitled to compensation from the scheme if we cannot meet our obligations. . This depends on the type of business and the circumstances of the claim. Most types of investment business are covered up to the first £50,000. Further information about compensation arrangements is available from the Financial Services Compensation Scheme (www.fscs.org.uk).
24.4 Our records, unless shown to be wrong, will be evidence of your dealings with us in connection with our services. You will not object to the admission of our records as evidence in any legal or regulatory proceedings. Records may be made available to you on request at our absolute discretion.
25 Governing law
25.1 This Agreement, all business transacted between us and you and any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims) will be governed by the laws of England and Wales, and all parties where ever resident will submit to and be subject to the exclusive jurisdiction of the English courts.. Nothing in this Term will prevent us from bringing proceedings against you in any other jurisdiction.
26.1 You acknowledge that by opening an account with us and placing trades you will be providing us with personal information within the meaning of the Data Protection Act 1998. You consent to us processing all such information for the purposes of performing the contract and administering the relationship between us. You consent to our disclosing such information: where we are required to by law; to the FCA and other regulatory authorities upon their reasonable request; to our Trading Partners; to such third parties as we deem reasonably necessary in order to prevent crime; to such third parties as we see fit to assist us in enforcing our legal or contractual rights against you including but not limited to debt collection agencies and legal advisors; and to such third parties who may be enquiring as to any bad debt or liability or their legal advisors. You acknowledge that any of the persons listed in the previous sentence may be within or outside the EEA.
26.2 You agree that the trade history, current trading activity and all pending orders or orders in potentia on your account are the property of MIL. You agree that MIL may use this information in any way that it sees fit and may communicate such data (but not your personal information) to any third party that we deem suitable.
'Agreement' means this agreement and all schedules
'Applicable Regulations' means the rules of a relevant regulatory authority, any relevant Exchange rules and all other applicable laws, rules and regulations as in force from time to time
'Asset' means any Share, bond, investment trust, unit trust or other security or investment in respect of which we offer a market;
'Base Currency' means the default currency of your account as requested by you
'Buy' ('go long') is defined as making a buy trade of an Asset
'Charges', 'Fees' 'Commission' means any trade costs, fees, taxes or other charges notified to you from time to time;
'Client Assets Rules' means the provisions of the FCA Rules that relate to client Assets held by MiFID investment firms;
'Client Money Rules' means the provisions of the FCA Rules that relate to money received by MiFID investment firms from clients;
'Conflicts of Interest Policy' means a document that identifies possible conflicts of interests between us and our clients and describes the controls emplaced to manage such conflicts
'Default Event' has the meaning attributed to it in clause 18
'Eligible Counterparty' has the meaning given to this term in the FCA Rules
'Exchange' means any securities exchange, clearing house, self-regulatory organisations, alternative trading system or Multilateral Trading Facility;
'Force Majeure Event' has the meaning attributed to it in clause 20
'FCA' means the Financial Conduct Authority or any organisation that will replace the FCA or take over the conduct of its affairs;
'FCA Rules' means the rules of the FCA
'Limit Order' as defined in clause 4.3
'Market Maker' means a firm that provides a bid and offer price for an Asset on request;
'MiFID' means Directive 2004/39/EC of the European Parliament and the Council of 21 April 2004 on markets in financial instruments;
'Multilateral Trading Facility' means a multilateral trading system operated by an investment firm or market operator which brings together multiple third-party buyers and sellers in financial instruments and which is subject to non-discretionary rules;
'Order' when set in context an Order is an instruction for you to request to trade at some future time if a requested price is met. Different Exchanges support different Order types.
'Order Execution Policy' means a document that describes all of our order execution arrangements in place to ensure that, when executing order, we take all reasonable steps to obtain the best possible results for clients in accordance with the FCA Rules;
'Product Information Sheets' refers to the documents available online which provide technical details and information on the markets offered by us
'Professional Client' has the meaning given to this term in the FCA Rules
'Retail Client' has the meaning given to this term in the FCA Rules
'Retail Service Provider' means a firm that quotes a bid and offer price for an Asset on request
'Risk Disclosure Notice' means the notice provided by us to you in compliance with FCA Rules regarding the risks associated with trading Assets under this Agreement
'Sell' is defined as making a sell trade of an Asset. For clarity we do not permit clients to 'Go Short' of Assets.
'Shares' means equity shares, exchange traded commodities and exchange traded funds;
'Taxes' means any taxes or levies including stamp duty, stamp duty reserve tax (SDRT), financial transaction taxes and/or other applicable taxes or levies notified to you from time to time;
'Trade Instruction' means an instruction by you for us to Buy or Sell an Asset on your behalf a Trade Instruction may also mean to place an Order;
'Trading Partner' is anyone with whom we have a contractual relationship, for example but not limited to: a joint venture relationship, partnership relationship, agency relationship, white label relationship or introducing broker relationship.
'Trading Platform' means our online or mobile services
'Underlying Market' means an Exchange, Market Maker, Retail Service Provider or liquidity pool on which a market offered by us is traded.
Supplementary Terms for Share/Investment Clubs ('STSC')
All Terms and Conditions unless specifically amended in this STSC remain in force.
You agree that where a situation arises that is not covered by this agreement then you and we will be bound by general industry norms and where possible or relevant with reference to the Terms and Conditions of our competitor companies.
2 Account Types
MIL offers two types of Share Club account. A 'Club Omnibus Trading Account' and a 'Club Member Trading Account'.
Club 'Omnibus' Trading Account
Where you have opted for an Omnibus account your club MUST have its own bank account in the name of the club and all transfers of funds to and from MIL must be via that bank account. MIL does not need to KYC all of the members of the club only the officers. MIL will not provide detailed breakdowns of the individual members personal holdings.
Club 'Member' Trading Account
Where you have opted for a Member account there is no requirement for the club to have a bank account. All subscriptions will be deposited by each member directly to MIL. Each member of the club MUST apply for membership of the club via the MIL portal and will undergo KYC approval by MIL.
All deposits by club members will be credited to the club's account on recognition of the payment by MIL. Each deposit will be assigned units in the club by reference to the valuation of the club's assets either at the close of business on the day that the deposits have been recognised by MIL or on a particular 'new subscription' date agreed by the club officers.
Barring an error by MIL, MIL's valuation of the club's assets, as pertaining to new subscription units, will be deemed final.
All individual member withdrawals will require authorisation emails from the designated email accounts of two officers of the club and any units sold will be valued by MIL on the close of business of the date that the instruction was authorised AND received by MIL.
3 Officers of the Club
On application for an account the Club will identify the
- Any Authorised Dealer(s)
Multiple rolls may be held by one person
4 Subscription Deposits
4.1 Monies deposited by clubs/members with MIL will only be assigned Units on the club asset valuations as of the close of business of the day that the funds are credited by MIL to the Club Account.
4.2 MIL is under no obligation to credit the Club Account on the day of the subscription deposit and will only assign the subscription on a best endeavour basis.
4.3 Subscriptions must be clearly referenced with the unique Club and/or Individual Member account number.
5.1 Club Omnibus Trading Accounts
Any withdrawal must be authorised by two officers of the club. MIL must receive an email from two officers of the club from the email accounts commensurate with those supplied in the opening application.
Omnibus account withdrawals will be transferred directly to the bank account identified on the account opening application.
There must be available cleared funds on the Omnibus Club account to facilitate any withdrawal. The inability to cover the entire withdrawal will negate the instruction in its entirety and no funds will be transferred.
All unit value of any withdrawal will be calculated at the close of business on the day that MIL receives AND acknowledges the instruction. Any instruction must be received before 14.00 London Time. Any instruction received after 14.00 will default to the close of business of the next available business day.
5.2 Club Member Trading Accounts
Any Member withdrawal request must be authorised by two officers of the club. MIL must receive an email from two officers of the club from the email accounts commensurate with those supplied in the opening application.
Member Account withdrawals will be transferred directly to the Member Bank Account identified with the original and/or subsequent subscriptions.
There must be available cleared funds on the account to facilitate any withdrawal. The inability to cover the entire withdrawal will negate the instruction in its entirety and no funds will be transferred.
All unit value of any withdrawal will be calculated at the close of business on the day that MIL receives AND acknowledges the instruction. Any instruction must be received before 14.00 London Time. Any instruction received after 14.00 will default to the close of business of the next available business day.
Where club members cannot agree on a withdrawal, or two officers will not authorise a fairly requested Member withdrawal, MIL will attempt to mediate between the disputing parties.
Where mediation is not possible MIL will endeavour to unilaterally resolve the dispute. In agreeing to these terms all Club members agree that, in the absence of fraud or malicious intent, they will abide by MIL's resolution.
Where no resolution is possible the Club account will be suspended and all assets will be transferred to an alternate broker account designated by the authorised officers of the club with the exception of any disputed assets which may be retained by MIL pending an external legal solution.