Killik & Co Client Service terms for Silo Savings and Investing Platform
30/06/2021
If you would like to sign up for the Silo managed savings and investment service, this must be done through the Silo App. Once you are a Silo client you can view your portfolio via the App and via the myKillik client portal. By accessing these terms via the Silo App or the Killik websites, and then signing up via the Silo App and using the services, you confirm that you have read and understood these terms and you agree to be bound by them. You should only invest with Silo if your income exceeds your expenditure. Whilst you can make withdrawals at any time, your intention should be to invest for the longer term. Silo is a trading name of Killik Intelligent Savings Ltd, licensed to Killik. Information about Killik’s full range of investment services is available through the Killik website – www.killik.com , or the dedicated client portal at www.myKillik.com. You are of course welcome to find out about Killik’s other services from the websites or by contacting us. If you request other services from Killik they will be provided under additional terms of business applicable to the particular service. The terms of business are available here
1.OUR AGREEMENT
These service terms (the “terms”) represent an agreement between you, Killik & Co (“Killik”) and the Custodian and contain the information you need to know about using our website at www.killilk.com/what-we-offer/investment-app-silo/, Silo mobile applications (“App”) and the services available from time to time through the Silo platform (the “services”).
“You” and “your” means any person who opens an account with us.
“Account Information services” means an online service to provide consolidated information on your Bank Accounts (see “Intelligent Siloing”).
“Bank Account” means your personal bank account.
“Business Day” means a day other than a Saturday, Sunday or public holiday in the United Kingdom.
“CTF” means a non-stakeholder stocks and shares Child Trust Fund for tax free savings.
“Custodian” means FNZ Securities Limited, a duly authorised and regulated firm with which we have entered into arrangements for investment dealing services (including custody, nominee and associated services) for clients using the Silo platform.
“Intelligent Siloing” means the provision of “Account Information services” for the purpose of analysing your Bank Account information, calculating additional amounts that you could safely save, and changing your direct debit by these amounts to boost your saving into Silo.
“ISA” means a stocks and shares Individual Savings Account for tax-free savings.
“JISA” means a stocks and shares Junior Individual Savings Account for tax-free savings.
“PSP” means a third party payment services provider which is authorised and regulated by the Financial Conduct Authority to provide the relevant services.
“Silo Account” means the account you have with us to save and invest using the services.
“We,” “us,” and “our” mean Killik.
Killik is authorised and regulated in the United Kingdom by the Financial Conduct Authority (FCA numbers 462016). Our registered address is 46 Grosvenor Street, London W1K 3HN.
In addition to the terms set out here, you acknowledge and confirm your continuing agreement to our Privacy Policy and the Acceptable Use Policy. If there are any inconsistencies or conflicts between the Privacy Policy, Acceptable Use Policy and these terms, then these terms shall prevail.
2.USING THE SERVICES
In order to use the services, you must:
(a) be at least 18 years of age (unless you are opening a JISA account on behalf of your child in which case you must be at least 16 years of age);
(b) have a personal Bank Account with a UK bank;
(c) have been resident in the UK for at least 3 years;
(d) not be a US citizen or green card holder; and
(e) provide all information requested by us, such as your name, email address, mobile device number, bank account details, and any other information that we may request and which we need to be able to provide the services to you (we call this your “User Information”).
You confirm that all User Information you provide to us is truthful, accurate, current, and complete.
Only money from your own personal Bank Account or joint account where you are one of the account holders, may be paid into your Silo Account. This is known as your Nominated Bank Account. You can only have one Nominated Bank Account.
You must tell us immediately if you cease to be a UK resident or you become a US citizen or green card holder. You can do this by emailing [email protected]
If you do not agree to these terms, you must not use our services. We recommend that you print a copy of these terms for future reference.
3.SCOPE OF THE SERVICES
Killik is the manager of Silo investments, and will provide or arrange the following services:
(a) Advice during the sign-up process on whether you should be investing. Sometimes this advice will result in us not proceeding with your application or proceeding but with warnings that you must confirm you understand and accept.
(b) Discretionary investment management – based on the information you have provided to us via the Silo App, the strategy that is most suitable for you will be chosen. A selection will then be made from a range of regulated UK funds researched by our fund analysts to build your portfolio. The decisions on which investments to choose and on how much to invest in each one will be made under this process.
(c) We will ensure that the portfolio is suitable for you and remains suitable whilst under our management. Our assessment of suitability is based on information that you provide to us via the App. If your investment aims or personal circumstances change, you must let us know by updating your personal circumstances in the Silo App or by contacting [email protected] so that we may take this into account in the way in which we manage your investments.
(d) Arranging the safekeeping and custody of your investments through the Custodian.
(e) Providing periodic valuation and transaction reporting as required by regulation.
(e) Through the Custodian and the PSP, accepting payments into and making payments out of your account at your request.
(f) Managing the administration of your ISA or JISA or CTF in accordance with HMRC rules.
You authorise us to be the investment manager of your Silo Account and to invest your savings on your behalf into a suitable strategy at our discretion and without asking you again first. You also authorise us to give the necessary instructions to the Custodian, PSP and other parties involved in providing the services.
The Silo services are only designed to help you with the money you save through these services. It is not part of these services to assess the suitability of any investments you make or hold elsewhere, nor will we take these into account when making new investments for you in your Silo Account. If you need someone to do this for you, then you need to seek full advice or a full wealth management service from Killik or another provider.
Additional services
We are continually working to improve the range of services that are available to you through the Silo platform. We will tell you when new services or service features are added; you are not under any obligation to use new services or service features.
Accepting you as a client
We have to ensure that it is suitable for you to begin investing in our services. To make this assessment we will ask you questions about things like, your age, your employment status, how you feel about investing, regular income, expenditure and your ability to cover any debt repayments.
If the answers you give lead us to think that investing is not suitable for you, we will decline your application.
In response to certain answers you give, we may recommend not investing at this time. It is up to you whether you follow this advice or not. If you wish to proceed, we will ask you to confirm you understand the potential consequences of doing so.
UK regulations require us to verify that you are who you say you are. When you first enter your name, address and date of birth you are giving your authority for us to send this information to a third-party identity verification service. We only share this information for the purpose of verifying who you are. The verification service may in turn disclose this information to its contractors or agents. Your information is only retained by the verification service for as long as it takes to complete the verification check.
We may also carry out further monitoring checks while you remain a customer.
If you have connected your Bank Account (see section 4 below) we may also use this as part of our verification of your identity. If we are unable to verify your identity, we will decline your application. We can decide to decline an application for any reason.
4.USING INTELLIGENT SILOING
To use Intelligent Siloing, you need to authorise an online connection to your Bank Account so that information such as your bank balance and transactions can be transmitted to us. This access takes place through a PSP.
Killik is acting as an agent of the PSP, who is providing the regulated Account Information Service, and is authorised by the FCA as an Authorised Payment Institution (reference number: 793171).
We will use your bank account information to provide the services, including (but not limited to) identifying small amounts that you could safely save, and notifying you of these amounts. Payments will only be collected through the variable direct debit mandate that you establish with KISL as Custodian. See Section 8 Making Payments and Authorisation.
You can adjust the Intelligent Siloing settings in App to set a maximum amount of Intelligent Silos per day and minimum Bank Balance levels below which Intelligent Silos will not be collected. Adjustments to Intelligent Siloing settings will be effective from the next business day. You may be asked periodically to renew your Intelligent Siloing mandate. Intelligent Siloing can be turned on or off at any time within the App and a cancellation will be effective from the next business day.
5.INVESTMENT APPROACH
We believe it is important that everyone keeps some money in cash for emergencies. Within General Investment Accounts (GIAs) and ISAs, you can use the services to build up some cash saving alongside longer term Investments. If we feel that you do not have sufficient cash savings elsewhere, the Service for GIAs and ISAs will automatically keep 50% of the money you pay into your Silo Account each month in cash and invest the rest. Once you have the equivalent of one month’s gross income in cash in your Silo Account, all future payments into your Silo Account will be fully invested. Silo does not pay interest on cash (see Section 9).
If you tell us you already have the equivalent of one month’s gross income in cash savings elsewhere, we will accept this as a true statement and will not verify that it is correct. If you are not keeping emergency cash in your Silo Account, you must be aware that selling investments to cover emergency needs in the short term could result in you getting back less than you put in.
When deciding how to invest for you, we select one of five investment strategies (three for JISAs and CTFs) based on the information you provide about your personal circumstances and attitude to risk.
You should notify us promptly of any changes to this information as it may affect the suitability of the strategy.
We will prompt you to update your information annually. If you do not respond to our requests to update your information, we may be unable to continue to provide you with the services.
The strategies may invest in a selection of UK-based (regulated) unit trusts, investment trusts and open-ended investment companies (OEICs) that have been researched by our fund analysts. These combine active funds where the fund manager chooses investments that they think will perform better than the market generally, and passive funds which typically aim to follow the market. Information about investments can be found in the Frequently Asked Questions. All strategies are designed to achieve growth and you should be willing to remain invested for at least five years.
Your portfolio is unique to you and its performance may be different to that of other clients’ portfolios, even when invested in the same strategy. With investing, your capital is at risk, which means you could get back less than you put in.
6.TIMING AND REBALANCING
We only buy or sell investments once per week, therefore there may be a short delay between us receiving your money and it being invested. We may decide to keep some of your money in cash if we do not feel it is the right time to invest.
Portfolios are adjusted weekly (rebalanced), as necessary, to keep the amount of each investment in line with our target weightings. If any sales are required, they will be dealt and then the money reinvested once the sale has settled. This means that you will not be fully invested during a rebalancing.
7.CHARGES
Our charges are disclosed on our website (at www.killik.com/silo/faqs/fees/what-are-silo-fees/ ) and in the App.
Your Silo Account is constructed of units in investment funds, which have annual charges that are separate from our charges. You don’t see those charges as they are deducted from the value of the units we buy for you. In selecting the funds for your account we aim to choose those with annual fund charges up to 0.5%. Details of the charges within each fund are available on request by contacting [email protected]
There are no transaction charges.
Our charges are calculated daily and collected from your account once per month. Charges are taken from available cash on your account. If there is no cash or it is insufficient to cover the charge, we will sell some of your investments and by accepting these terms you give your authorisation for this to happen.
If for any reason you do not have enough cash in your account and the value of your investments is insufficient to meet any charges due, you agree to pay us on demand the amount of any such shortfall.
If you want to withdraw all your money, we will sell all your investments, then work out the charges due up to that point in time and collect it before paying the rest of the money back to your Bank Account.
We have the right to amend the charges for the services in the future and will give you reasonable notice if this is going to be the case. If you continue using the services after we have told you about a change in charges, you must pay those charges for the services.
8.MAKING PAYMENTS AND AUTHORISATION
All payments are collected either by Direct Debit or Faster Payment. For GIA and ISA accounts, you must set up a monthly Direct Debit to begin using the services. There is a minimum Direct Debit amount, which we may change from time to time and if we do we will tell you. If you choose to use the Intelligent Siloing function, additional weekly Direct Debits will be collected where the amount will vary.
If you are using Intelligent Siloing, we will earmark up to a maximum of £10 per Business Day which will be collected in the weekly Direct Debit collection. You can set a lower or higher daily limit if you wish. We will only ever take, having analysed your bank account and spending habits, what we believe you can afford to save. We will only collect an Intelligent Siloing amount if, at the point of collection, the balance of your bank account is £150 or more.
You acknowledge that the amount and frequency of each Direct Debit may vary. We will tell you by email three days before we initiate the request to take money from your account and you will have the ability to stop the payment if you do not want us to take it. You will be able to see all the amounts we have saved for you on the App.
The daily amounts that Intelligent Siloing calculates you could safely save may be as little as a few pence, therefore Direct Debit will only physically remove money from your Bank Account once it has earmarked a minimum of £2. Until that point, the money will stay in your Bank Account, but you will be able to see the pending amounts via the App.
You are responsible for determining whether the amounts of Intelligent Siloing from your Bank Account are acceptable to you. We are not responsible for any third-party fees that you might get charged as a result of using the services. You can ask for your money back at any time, see Section 10.
In addition to Intelligent Siloing you may make payments to your Silo Account from your Bank Account at any time using the Boost function, and choose between doing so via a Faster Payment, which is immediate, or by an additional variable Direct Debit payment.
Direct Debit and Faster Payment processing is done via the PSP. They will use and retain certain of your personal data in order to process the payments.
9.INTEREST AND DIVIDENDS
Interest may be paid to the custodian by banks with whom they deposit Client Money and they may share some of that interest with us. Interest is not paid to you on any cash balances in your Silo Account.
Dividends or other income received from your investments will be credited to your account on the day of receipt, wherever practicable, but no later than ten Business Days after receipt. We will not credit to you and you will not be entitled to retain fractions of a penny or fractions of units arising from dividends, other income or corporate actions where we cannot reasonably allocate these to your account.
10.TAKING MONEY OUT
Your money will remain in your Silo Account until you instruct us to pay any or all of it from your Silo Account to your Bank Account(for rules specific to ISAs, JISAs and CTFs please see Section 12). Withdrawals can only be requested by you logging into the App. We will generally pay amounts held in cash within two Business Days of receiving your request.
To sell investments and pay the money to your Bank Account may take up to eleven Business Days. The value of your investments may change between the date of your request and the date the sales are made.
If you do not have enough money in your Silo Account to cover the amount of the requested payment, your request for the payment will be declined.
Except in the case of ISA, JISA or CTF transfers (see Sections 12 and 13), we will only pay money back to your own personal Bank Account. We will not pay to anyone else.
11.COMMUNICATIONS
All communications with you will be in English. When using the services on the App, you are giving us your consent to send you text messages relating to the services at that mobile phone number. Third-party data and message fees may apply. We will also communicate information about the services via the App and by email to the email address you provide to us.
By agreeing to these terms you agree and consent to the electronic delivery of all information required to be provided to you. We will send communications to the most recent email address you have provided to us. You must tell us if your email address or mobile phone number changes, so that we are able to continue to send you information about your Silo Account. You can update your profile via the App.
We cannot guarantee that emails will be successfully delivered or that they will be secure and virus free. 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 reasonable control.
We will send you an email three days prior to initiating collection of any variable Direct Debits from your Bank Account, so that you can cancel the payment if you wish. You can view your Silo Account balance at any time on the App.
You agree to notify us promptly of changes to your Bank Account information or if your Bank Account is closed for any reason.
We will keep you informed about your Silo Account by providing online quarterly reports of your investments and their value and any money received (e.g. direct debits, dividends) or paid out (e.g. withdrawals to your bank account, our fees). When we buy or sell investments for you, we will provide a further weekly online report with details of those transactions.
We will send you an email to let you know when there is a new communication to view. Reports are stored within the App. You may also wish to print and save and/or electronically store a copy of these Communications.
You are responsible for monitoring your Silo App and email inbox, ensuring that you read all messages that we have sent to you. If we speak to you by telephone, all calls are recorded.
12.ISA AND JISA TERMS
You can save and invest with us using a JISA, an ISA. General Investment Account (GIA) or a combination. If you open an ISA or JISA. The terms of Section 12 also apply and form part of your Agreement with us.
Registration
Your ISA must always be in your personal ownership and in the case of a JISA, must always be in the personal ownership of the child. Your ISA or JISA must not be used as security for a loan. A person aged 16 years or older may apply to be a registered contact for a JISA.
Your ISA or JISA investments will be registered by the Custodian in the name of its nominee company.
ISA and JISA Limits
The amount that can be invested in an ISA or JISA each year is set by HM Revenue & Customs (HMRC). You are responsible for ensuring that you do not exceed the annual limits. You must not subscribe to an ISA or JISA through Silo if you have already subscribed to another stocks and shares ISA or JISA in the same tax year including through Killik or if you have used up your annual allowance in a cash ISA in the current tax year.
Subscriptions to an ISA must be from your own funds.
Transferring an existing ISA or JISA
Transferring existing ISAs or JISAs into Silo is permitted in cash only. We cannot accept transfers of existing assets.
ISA and JISA Management
We will make claims, conduct appeals and reach agreement on your behalf for tax reliefs in your ISA or JISA. This will mean passing information about your investments to HMRC. If an investment in your ISA or JISA ceases to be allowed by HMRC rules, we will sell the investment and buy a replacement that is allowed. We will notify you if for any reason or failure to satisfy the provisions of the HMRC ISA or JISA Regulations, your ISA or JISA has, or will, become void.
ISA or JISA Withdrawals
You may request some or all of your ISA to be paid to you at any time. If the money is paid to your Bank Account, it will no longer be inside an ISA and you will lose the tax benefits.
For a JISA only the child will have access to the money and this will be ‘locked in’ until the child reaches 18. At age 18, the JISA will mature and will automatically convert into an ISA account, and the child will be entitled to the benefits – he or she will be able to take the money out or, if available, we will offer them the chance to reinvest the proceeds in a suitable investment(s).
The registered contact may be allowed early access to the JISA if the child becomes terminally ill. In this instance you may make a claim to HMRC to be allowed access to the funds within the child’s JISA. You will be able to make withdrawals of cash from the JISA for the benefit of the child if you have received a letter from HMRC authorising that such withdrawals may be made.
ISA Closure
If you wish to close your ISA, you can tell us to transfer your money to another ISA provider, or pay the cash to your Bank Account. Transfers to another ISA provider can only be made in cash. If the money is paid to your Bank Account it will no longer be inside an ISA and you will lose your ISA tax benefits. We will aim to complete closure requests within 30 days of receiving your instructions. There is no charge for transferring out your ISA, taking money out of your ISA or closing your account.
ISA Termination
Your ISA or JISA automatically ends if you die. We will stop reclaiming tax on any income distributions received after the date of your death and will repay to HMRC any tax refunds already received in respect of income paid after the date of your death. The ISA or JISA will be valued for probate as at the date of death and dealt with as instructed by the executors.
We may bring this ISA Agreement to an end if, in our opinion, new laws or regulations make it impractical to continue. We will not be responsible for any loss or inconvenience that results. If we decide to stop acting as an ISA or JISA manager, we will give you at least 30 days’ notice in writing. For JISAs and for deaths that arose on or before 5 April 2018, the JISA or ISA automatically comes to an end. We stop reclaiming tax on any income distributions received after the date of death and will repay to HMRC any tax refunds already received in respect of income paid after the date of death.
HM Revenue & Customs Regulations
The administration of your ISA or JISA is subject to the Rules and Regulations of HM Revenue & Customs.
13. CHILD TRUST FUND (CTF) TERMS
Our CTF is a Non Stakeholder Account.
Establishing a CTF account
You can no longer apply for a CTF account as the government’s scheme has closed. You can apply for a Junior ISA instead. These terms relate to existing CTF account holders.
CTF Charges
The Registered Contact acknowledges and accepts the Silo charges which may be varied by us upon notification in writing.
Subscription limit
The total amount that can be invested in the CTF Account in any one birthday year cannot exceed the investment limit for that birthday year as defined in the Treasury Regulations. Where a subscription would breach the investment limit for a birthday year, we will refund the excess to the individual who has made the payment. Refunds may be subject to satisfactory completion of money laundering prevention checks.
Title
The CTF investments must always be in the personal ownership of the child. The CTF cannot be transferred to another person(s) and must not be used as security for a loan.
Access
Only the child will have access to the money, and this will be ‘locked in’ until they reach 18. At age 18, the CTF will mature and will automatically convert into an ISA account, and the child will be entitled to the benefits – he or she will be able to take the money out or, if available, we will offer them the chance to reinvest the proceeds in a suitable investment(s). The registered contact may be allowed early access to the CTF if the child becomes terminally ill. In this instance, you may make a claim to HMRC to be allowed access to the funds within the child’s CTF. You will be able to make withdrawals of cash from the CTF Account for the benefit of the child if you have received a letter from HMRC authorising that such withdrawals may be made.
Void CTF accounts
We will notify you if for any reason or failure to satisfy the provisions of the HMRC CTF Regulations, the CTF has, or will, become void. You should tell us immediately if for any reason you believe a breach of the CTF Regulations has occurred. Where an account is in breach of the CTF Regulations, the account may relinquish the right to any tax credits.
CTF transfer out/closure
At your written request, we will transfer the CTF to another CTF or Junior ISA provider, without the loss of tax status in line with the current CTF rules. Transfers out will be made in cash, which means all investments will be sold. There is no charge for transferring out your CTF and closing your account.
CTF termination
A CTF automatically ends in the event of the child’s death. The account will close, and no further tax benefits shall accrue. The proceeds of the CTF Account will be payable to or at the direction of the Child’s legal personal representatives once they have established their title to payment.
If we decide to cease to act as a CTF Account Provider, we shall give you at least 30 days’ notice in writing. During this notice period you will need to transfer to another CTF or Junior ISA Provider.
Amendments
Whilst the CTF is active, if there is any change in law, regulatory requirements or taxation affecting us or the CTF, or if there is any change in circumstances which in our opinion makes it impossible or impractical to carry out one or more of these Terms, then we may make reasonable amendments to these Terms as we reasonably consider appropriate, subject to giving at least 30 day’s written notice to you.
14.SECURITY
Access to your account is protected by your username and PIN that you set when you register for a Silo Account. If your mobile device is lost or stolen or if you suspect someone has gained unauthorised access to your username or PIN, you must contact us immediately at [email protected] In order for us to take any action, you will need to provide certain User Information so that we can verify your identity. You should not tell anyone your username or PIN or allow them to access the App on your behalf. You are responsible for keeping your username and PIN and other User Information safe.
We look after the security of information held within the App to ensure that only we and you can see your data. We only use and store your information for the purposes of providing you with our services. We will never give your information to anyone else, unless we are required to by law or regulation, or unless it is necessary to providing the services. For more information, please refer to our Privacy Policy.
We have the right to disable any user identification codes, whether chosen by you or allocated by us, at any time, if in our reasonable opinion you have failed to comply with any of the provisions of these terms.
If you connect your Bank Account, we will use a third-party service with high levels of security to access your bank information and store your bank login details in encrypted format. Please refer to our Privacy Policy for further information.
15.KEEPING YOUR CASH AND INVESTMENTS SAFE
In accordance with FCA rules, Killik arranges for settlement, custody and administration or nominee services in respect of your Silo investments and cash (“custody services”) to be provided by the Custodian. You authorise Killik to set up, manage and make necessary changes to the custody services on your behalf.
Please refer to the “Retail Client Terms of Business for Custody Services” at the end of this document. By using the Silo services, you are agreeing to these terms as well. Killik will notify clients in the event of any material change to these terms or if we decide to change which Custodian is providing your custody services.
Any cash in your Silo Account is treated as Client Money under FCA rules, which means it will be kept separate from our and the Custodian’s own money. Your money will be held in a Client Money Bank Account and will be pooled with funds from other Silo clients. The bank holding client money is chosen carefully. In the event of a bank’s failure (it goes bust), your claim will be for a share of the cash held in all pooled accounts at the bank. In such an event, you are protected up to the value of £85,000 by the UK Financial Services Compensation Scheme (FSCS).
Your investments will be registered in the name of FNZ Securities Limited in accordance with the safe custody rules of the FCA. This means they are kept separate from our and the Custodian’s own investments. Investments are pooled with those of other Silo clients. The Custodian makes sure that at all times it knows which investments belong to which client and is required to make regular reports to the FCA that this is the case. In the unlikely event that the Custodian went bust and was unable to pay any claims against it, you may be entitled to compensation from FSCS for investments up to a value of £85,000.
16.REGULATORY PROTECTION
We will treat you as a ‘Retail Client’ which means you get the highest level of protection under the FCA’s rules.
We try to avoid business activities that could create a conflict of interest with our clients. Details of where and how conflicts may arise and how we try to manage them are set out in our Conflicts Policy which is available at: https://www.killik.com/wp-content/uploads/2021/06/KillikCo_Conflicts-of-interest_2021.pdf
17.CLOSING YOUR ACCOUNT
You may stop using the services, close your Silo Account, and cancel these terms at any time by cancelling the services via the App. We do not charge any closure fees. If you change your mind and cancel the services within 14 days of signing up, you will not be charged any fees. However, if we have already invested your money, you could get back less than you put in. If there are any transactions in progress when we receive your cancellation request, we will close your Silo Account promptly after these transactions are completed. We will sell your investments and arrange to pay your money to your Bank Account. If your Bank Account is closed or we are otherwise unable to pay the money in your Silo Account to your Bank Account, we will send a cheque to you at your residential address in our records. We may end this Agreement or suspend your use of the services at short notice if required by law or if we suspect the services are being used for unlawful, immoral or unethical reasons or otherwise in violation of these terms. If we wish to end or suspend our Agreement with you for any other reason, we will give you 30 calendar days’ notice. When ending or suspending this Agreement for any reason, we will not have any obligations to you for any consequences or inconvenience it may cause. We are not obliged to tell you the reason for closing or suspending your account and there may be certain circumstances where we are prevented by law from doing so. If we decide to close your Silo Account, we will sell your investments and pay your money to your Bank Account.
If you die whilst a client, we will stop managing your investments (including portfolio rebalancing) until your personal representatives (e.g. your executors) have contacted us and proved who they are. Our fees will continue to be charged to your account.
18.TRANSFER OF BUSINESS
In the event that we decide to change custodian or otherwise transfer all or part of our business to a third party, you accept that we may transfer any cash on your account to the new custodian or third party without seeking your further consent. Cash would be transferred in accordance with the FCA rules and would continue to be treated as Client Money at all times.
19.UNCLAIMED MONEY
Under current FCA rules, if we lose contact with you for six years or more, then provided we have made reasonable attempts to trace you and return your money to you, we may arrange to pay that money to a registered charity of our choice. If the amount is £25 or more, we will keep records indefinitely relating to the transactions and our attempts to contact you. All transactions and the keeping of records in relation to unclaimed client money will be carried out in compliance with the prevailing FCA Rules.
20.UNCLAIMED ASSETS
Under current FCA rules, if we lose contact with you for 12 years or more, then provided we have made reasonable attempts to trace and contact you we may either:
• give your investments to a registered charity of our choice; or
• sell your investments and pay the proceeds to a registered charity of our choice.
If any such transfer to charity is made we will keep records indefinitely relating to the transactions and our attempts to contact you. All transactions and the keeping of records in relation to unclaimed assets will be carried out in compliance with the prevailing FCA Rules.
21.IF THINGS GO WRONG
We hope that you are happy with the services we provide, but, if for any reason you are unhappy, we would like to hear from you. Please tell us what is wrong by emailing: [email protected] or you can write to:
The Compliance Officer
Killik & Co
Crown House, Crown Street
Ipswich, Suffolk
IP1 3HS
If we cannot resolve your complaint to your satisfaction, you may be able to refer it to the Financial Ombudsman Service for their independent consideration.
We do not exclude or limit in any way our liability to you where it would be unlawful to do so. This includes liability for death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors and for fraud or fraudulent misrepresentation.
We are responsible, if you suffer losses as a result of our negligence, fraud or intentional failure, or from breach by us of applicable laws and Regulations. But we are not responsible for losses caused in any other circumstances. Please note that we only provide our services for domestic and private use. You agree not to use our services for any commercial or business purposes. We are not responsible for investment losses caused by market conditions. Nor are we responsible for any loss of profit, loss of business, business interruption, or loss of business opportunity or any indirect or consequential loss arising under or in connection with the services.
If defective digital content that we have supplied damages a device or digital content belonging to you and this is caused by our failure to use reasonable care and skill, we will either repair the damage or pay you compensation. However, we will not be liable for damage that you could have avoided by following our advice to apply an update offered to you free of charge or for damage that was caused by you failing to correctly follow installation instructions or to have in place the minimum system requirements advised by us.
22.ACCEPTABLE USE OF THE SERVICES
You may only use the services for the purposes of saving and investing your own money for yourself or in the case of a JISA or CTF, a child, and not for any other purposes. We are the owner or the licensee of all intellectual property rights in our website and App and in the material published on them. Those works are protected by copyright laws and treaties around the world. All such rights are reserved. You acknowledge and agree that you have no rights in or to the App, website, the documents we provide as part of the services and related technology other than the right to use each of them in accordance with these terms. You may print off one copy, and may download extracts, of any page(s) from our website/App for your personal use and you may draw the attention of others to content posted on our website/App.
You must not modify the paper or digital copies of any materials you have printed off or downloaded in any way, and you must not use any illustrations, photographs, video or audio sequences or any graphics separately from any accompanying text. Our status (and that of any identified contributors) as the authors of content on our website/App must always be acknowledged. You must not use any part of the content on our website/App for commercial purposes without obtaining a licence to do so from us or our licensors. If you print off, copy or download any part of our website/App in breach of these terms of use, your right to use our website/App will cease immediately and you must, at our option, return or destroy any copies of the materials you have made.
23.SERVICE AVAILABILITY
We will try to make our Silo services as good as we can make them, but we do not promise that the services will be uninterrupted, timely, or error-free.
We are not responsible for any losses caused by disruption to the services that arise because of the acts or omissions of any person beyond our control, including things like industrial disputes (strikes), the acts or regulations of any Governmental or other body, breakdown, failure or malfunction of any telecommunications or computer equipment or service, acts of God, war or terrorism. This list is not exhaustive.
We may suspend the operation of our Silo services where we consider it necessary, including (but not limited to) where we have to suspend operations for technical problems, emergencies, maintenance, regulatory reasons, where we decide it is sensible for your protection, in periods of exceptional trading activity or to ensure the continued availability of other services. If this happens we will do our best to contact you to let you know what you should do.
24.CHANGING THE TERMS
We may change or add to these terms. If we wish to make a change to these terms that is not detrimental to you, we can make the change immediately. We will tell you within 30 days about the change. For other changes, we will always give you reasonable notice by email, which wherever possible will be at least ten business days. If you continue using the services after we have told you about a change to the terms we will take this as your agreement to the changes.
25.ILLEGALITY
If any part of these terms becomes or is declared illegal, invalid, or unenforceable for any reason, it will be deemed to be deleted from these terms. The rest of the terms will remain in force.
26.WAIVER
If you breach these terms and we do not take action straight away, this will not prevent us from taking action at a later date and will not be deemed to be a waiver of any subsequent breach.
27.ASSIGNMENT
Your acceptance of these terms is personal to you and your rights and obligations may not be transferred or assigned to any other person. We may assign our rights and obligations to any person connected with us or to any affiliate or successor company as long as we tell you first.
28.THIRD PARTIES
A person who is not a party to the Agreement will not have any benefits under the Contracts (Rights of Third Parties) Act 1999 and will not have any rights to enforce its terms.
29.GOVERNING LAW
Our services are subject to legislation and regulation in the United Kingdom and our services are intended for customers in the United Kingdom. Therefore, these terms are governed by and will be construed in accordance with English law. You and we both agree that the courts of England and Wales will have exclusive jurisdiction except that if you are a resident of Northern Ireland you may also bring proceedings in Northern Ireland, and if you are resident of Scotland, you may also bring proceedings in Scotland.
Retail Client Terms of Business for Custody Services
FNZ Securities Limited
Retail Client Terms of Business for Custody Services
1.INTRODUCTION
This is an important document. Please read it carefully.
These Terms of Business (Terms) will constitute a legal agreement (the Agreement) between you (a customer to whom Killik & Co LLP (Killik) provides services through its Silo App) and FNZ Securities Limited (we or us). The Terms set out how we will provide you with settlement, custody and associated services in relation to the assets that you hold through the Silo App (Silo Assets).
Killik, acting as your authorised agent as set out in the Killik Terms and Conditions has entered into the Agreement on your behalf.
2.OUR REGULATORY STATUS
2.1 FNZ Securities Limited is registered in England (Company Number 09486463) with its registered office at Suite 1, 3rd Floor,11-12 St James’s Square, London SW1Y 4LB. FNZ Securities Limited is authorised and regulated by the Financial Conduct Authority, 12 Endeavour Square, London E20 1JN (FCA) (FRN: 733400). Our conduct in providing our services to you is governed by the FCA’s Handbook of rules and guidance (FCA Rules).
3.OUR RELATIONSHIP WITH YOU
3.1 For the purposes of the FCA Rules on custody and safe keeping of assets, you are a direct client of FNZ Securities Limited and we are responsible to you for the protection of your Silo Assets including any money that is not due to us as a fee. However, for all other purposes relating to your Silo Assets, you are a client of Killik and all communications including any instruction to buy, sell or move Silo Assets must be given through Killik. We will not accept any communications from you directly. We will also provide all reports, whether mandated by FCA, or requested by you, to your agent, Killik, for onward transmission. Any reports sent to Killik as your agent will be deemed to have been sent to you directly.
3.2 When you appoint us as the custodian of your Silo Assets you authorise Killik to act as your agent on your behalf in relation to all aspects of the Agreement including giving us instructions in relation to your Silo Assets. We will accept instructions from Killik as if made by you directly and will have no obligation to question any such instructions.
3.3 For the purposes of the FCA Rules, we will adopt the same client classification in relation to you as determined by Killik and rely on information provided to us by Killik as to that classification.
4.CUSTODY OF YOUR ASSETS
4.1 Registration
(a) We will act as custodian in accordance with the FCA Rules (Custodian) in respect of all investments that we hold on your behalf. All investments which are purchased through us, will be registered or otherwise recorded in the name of our nominee company, or that of a nominee service controlled by a recognised or designated investment exchange (Nominee), or in the name of a third party (or its nominee service) selected by us in accordance with the FCA Rules (a Sub-Custodian). We will identify, record and hold all clients’ assets separately from any of our own investments and other assets, and in such a manner that the identity and location of clients’ assets can be identified at any time. In relation to those of your investments registered in a Nominee’s name, that Nominee will hold the legal title to such investments and you will at all times be the beneficial owner. We reserve the right to refuse to accept any particular investment into our custody.
(b) We will take due care in selecting suitable Sub-Custodians to hold your investments, but will not be liable in the event of default by, or the insolvency of, a Sub-Custodian unless that Sub-Custodian is our Associate (which means an affiliated party as defined in the FCA Rules). We will not be liable for any loss arising from default by, or the insolvency of, any securities depositary.
(c) We only accept liability for our nominee service, which we shall be responsible for to the same extent as for our own acts (including, for the avoidance of doubt, losses arising from fraud, wilful default or negligence), but not for that of any other Sub-Custodians. We will remain responsible for our own default where any Sub-Custodians are used.
5.POOLING
5.1 Your investments will be pooled with those of other clients for administrative reasons, but they will be strictly segregated and identified in our records and they will not be used for the account of any other client. The effect of pooling is that individual client entitlements may not be identifiable by separate Certificates, other physical documents of title or equivalent electronic record. In the event of an unreconcilable shortfall after the default of a Sub-Custodian, clients may share in that shortfall pro rata (i.e. proportionate to your share of the investments held by that Sub-Custodian).
5.2 Investments which we hold for you on a pooled basis may attract different treatment during corporate actions or other events, and your options may be limited. In such cases any rights or other benefits will be shared pro-rata among all shareholders whose holdings are affected.
5.3 We or any Sub-Custodian will deduct local withholding or other taxes, when required to do so to comply with legal or regulatory requirements. As a consequence of pooling, such deductions may be paid or withheld at rates that are less beneficial than those that might be applicable if the shares were held in your own name. If you are eligible to reclaim any such deductions this will be your responsibility, not that of us or the Sub- Custodian.
6.OVERSEAS INVESTMENTS
6.1 Where we purchase and/or hold non-UK investments for you outside the UK, these may be registered or recorded directly in the name of a Sub-Custodian, rather than that of a Nominee, due to the legal requirements or the nature of market practice in the jurisdiction(s) concerned, it is in your best interests to do so or it is not feasible to do otherwise. A list of the jurisdictions in which this may be done will be supplied on request. As a consequence of registering your investments overseas they may not be segregated from investments belonging to us or the Sub-Custodian and therefore your protection may be less should a default occur on the part of the Sub-Custodian in whose name the investments are registered or recorded. Investments belonging to you which are held overseas may be subject to different settlement, legal and regulatory requirements than those which apply within the UK. We will not be liable for the insolvency, acts or omissions of any Sub-Custodian referred to in this sub-section.
6.2 In the case of trades transacted outside the UK, any investments held by us or to our order on your behalf may be passed to an intermediate broker, settlement agent or counterparty located outside the UK. In these circumstances, the legal and regulatory regime applying to such an entity may be different from that of the UK. This means that in the event of the insolvency of such an entity, your assets may be treated differently from the manner in which they would be treated if they had been passed to an intermediate broker, settlement agent or counterparty within the UK.
7.REPORTING, EXERCISE OF VOTING RIGHTS AND CORPORATE EVENTS
7.1 Since your investments are held on a pooled basis, we may receive additional entitlements, for example after some corporate actions, that would not have arisen had such investments been registered in your own name. Consequently, you are not eligible for these additional entitlements. We allocate these to an account, which they administer and may use them to offset against debits arising on dividends or other corporate events.
7.2 All instructions regarding the administration of investments held by us on your behalf should be sent to Killik, for onward transmission to us. We do not accept instructions from, or send instructions to, third parties, unless a valid power of attorney has been established for this purpose.
7.3 We will inform Killik of any rights issues, takeover offers, capital reorganisations, conversion or subscription rights that affect any investments that are held for your account by us or any Sub-Custodian as soon as reasonably practicable after receiving notice of those event.
7.4 We will be responsible for claiming and receiving dividends, interest payments and other entitlements accruing (excluding scrip dividends). Through Killik you may instruct us to:
(a) exercise conversion and subscription rights
(b) deal with takeovers, new issues or other offers, or capital reorganisations
(c) exercise voting rights.
7.5 Some companies provide benefits to shareholders relating to the nature of their business. These benefits will not necessarily be available to you automatically, as your investment will be registered in the name of a Nominee company. Should you wish to receive these additional benefits, you should make the necessary arrangements. We will arrange, if you so elect, for you to receive a copy of the annual report and accounts issued by every company or other concern in respect of shares, securities or units which are held in your accounts with us.
8.SETTLEMENT
8.1 Where any documents or cleared funds are not held by us as part of your account, we will not be obliged to settle any transaction or any account on your behalf until we or our settlement agents or, as the case may be, Sub-Custodian, have received all necessary documents or cleared funds. Our obligations to deliver to you, or to your account, or to account to you for the proceeds of the disposal of investments are conditional upon the prior receipt by us of appropriate documentation and cleared funds.
8.2 Where we have acted as your agent, it is the other party to the transaction and not us who is responsible for settling the trade with you and delivery or payment (as the case may be) will be at your risk. Our obligation is only to pass on to you, or to credit to your account, such deliverable documents or sale proceeds (as the case may be) as we actually receive.
9. OUR RIGHTS OVER YOUR ASSETS
9.1 You promise to pay all sums due under the Agreement and grant us a first security interest over any and all cash, investments, documents of title, certificates and other assets of yours, whether in sole or joint names or otherwise, which are held by or registered with us or our agents or a Sub-Custodian or Nominee, as continuing security for the discharge of all your obligations (including any charges, claims or costs) made or incurred by us under the Agreement and that we may, without prior notice, realise sufficient of such cash or investments to meet such obligations. You agree that you will not withdraw or seek to withdraw any property which is subject to the above security interest or in any way encumber, assign, transfer or deal with such property without our prior consent. Our security interest will not be affected in any way by any indulgence or relief given by us. In addition, you hereby grant us rights of lien and set-off over any property which is subject to the above security interest. Any obligation on our part to deliver any investments or other assets to you or make any payment to you or perform any other obligations to you under the Agreement shall be subject to your performing all obligations that you owe us under the Agreement.
10. POWER TO SELL OR CLOSE OUT
10.1 Subject to the FCA Rules, if, at any time, we have reason to believe that you may be unable or unwilling to meet any liabilities which you have incurred to us or which may have been incurred on your behalf or to comply with any other obligations under this Agreement, including any of those matters detailed in section 20 (Cancellation and Termination), we shall be entitled (and are irrevocably authorised by you) to take any or all of the following actions:
(a) Sell investments bought on your behalf but for which you have not paid on or before the relevant settlement date;
(b) Close open sold positions (by buying in investments or otherwise) in the event that the relevant securities have not been delivered by you on or before the relevant settlement day;
(c) Sell any securities held or registered by us in or in a Nominee or by a Sub-Custodian to our order or acquired on your behalf; and
(d) Take any other steps we may consider necessary or appropriate meet any obligations which you may have to comply with under the Agreement or otherwise to protect our position
11.CLIENT MONEY
11.1 We will hold and deal with your money as ‘client money’ in accordance with the FCA Rules. Any money which is not due and payable to us and is not otherwise paid to you will be segregated from our money and held by us in a Client Bank Account at an Approved Bank (as defined under the FCA Rules), or invested in a fixed term deposit account or Qualifying Money Market Fund(s), in which case your money will be held in accordance with the FCA Rules on custody rather than client money. Where your money is held in a Client Bank Account it will be held on trust for your benefit. This means, in the unlikely event that we become insolvent, that the money held in trust for your benefit in a Client Bank Account would be available to return to you. An Approved Bank may hold such money with other client money in a pooled account or pooled accounts. This means that client money is held as part of a common pool of money, so you do not have a claim against a specific sum in a specific account; your claim is against the client money pool in general. Consequently, if an Approved Bank fails, and there is a shortfall, you will share in that shortfall. For added security and diversity, we also spread pooled client money between a number of Approved Banks. In the unlikely event that a particular bank becomes insolvent, added protection may be available through the UK’s Financial Services Compensation Scheme (FSCS) for eligible deposits. Please refer to Section 18 for further details.
11.2 Money held by us in Sterling in a Client Bank Account on your behalf will earn interest at a rate which will be advised to you by Killik. Money held in foreign currencies will not earn any interest.
11.3 On occasion, it may be necessary or appropriate for your money to be held in a Client Bank Account at an Approved Bank outside the UK or for it to be passed to an intermediate broker, settlement agent or counterparty located in a jurisdiction outside the UK. In such circumstances, the legal and regulatory regime applying to the Approved Bank, intermediate broker, settlement agent or counterparty will be different from that of the UK, and in the event of failure of any such party, your money may be treated in a different manner from that which would apply if it was held in the UK.
12.DEALING SERVICE
12.1 We will provide you with an execution-only dealing service in relation to the purchase or sale of investments. At no time will we or our agents provide you with advice and you will be dealing on an execution-only basis. We will not advise you on the merits of that transaction, and we will not take account of the information you have provided about your objectives and requirements and we will not be required to ensure that the transaction is suitable for you.
12.2 You agree that we may aggregate your orders with orders of other clients so long as we reasonably believe that this is in the overall best interests of the clients. Despite this, the effect of aggregation may operate on some occasions to your disadvantage.
12.3 Where we execute any transaction on your behalf, it will, subject to the FCA Rules, ordinarily be executed by us as your agent.
12.4 Best execution
We will take all sufficient steps to provide you with best execution in accordance with the FCA Rules and our Order Execution Policy when we execute transactions on your behalf. The arrangements we put in place to give you best execution are set out in our Order Execution Policy which is provided on our website. Unless you notify us to the contrary, you will be deemed to consent to our Order Execution Policy when the Agreement comes into effect. If you do not consent, we reserve the right to refuse to provide our services to you. The terms of the Order Execution Policy will apply when we are executing Instructions to trade on your behalf. We may amend our Order Execution Policy from time to time and may notify you of any material amendments by giving written notice or posting them on our website.
12.5 Aggregation
We may aggregate Instructions to trade received from our clients. Aggregation means that we may combine your instruction to trade with those of other clients of ours for execution as a single order. We may combine your Instruction to trade with those of other clients if we reasonably believe that this is in the overall best interests of our clients as a whole. However, on occasions, aggregation may result in you obtaining a less favourable price once your Instruction to trade has been executed. You acknowledge and agree that we shall not have any liability to you as a result of any such less favourable price being obtained.
13. CHARGES AND FEES
13.1 You will pay us such charges and fees for our services as we may agree with Killik as your agent separately in writing from time to time.
13.2 In addition to our fees and charges, you agree that you will be responsible for any other fees or charges that may be incurred as a result of our provision of services to you. You agree that you will also pay any Value Added Tax (VAT), or any other applicable tax or levy that is due or chargeable in relation to any charges or fees.
13.3 We will deduct any charges due from the proceeds of the relevant transaction where possible. You agree that we may deduct any sums that you owe us in relation to fees and charges directly from your Silo Assets, and may sell investments to the extent necessary if there is insufficient cash in our account to pay any sums due to us.
13.4 We may retain, or we may direct a Sub-Custodian (see Section 4 above) to retain a lien or security interest over any assets of the account to the extent that any costs losses or claims detailed in this Agreement, for which you are obliged to indemnify us, remain unpaid.
13.5 If we hold money for you and our bank imposes a charge (negative interest) on that money, you agree that you will pay us the amount of that charge, when we ask you to do so, or that we may deduct it from money we hold for you. Interest will be calculated on a daily basis for the period that we hold the money at the rate imposed by the bank.
14.YOUR CONFIRMATION AND UNDERTAKINGS
14.1 You confirm that you have full power to enter into this Agreement with us, and that the monies you invest with us are free from all liens and charges, and undertake that no liens or charges will arise from any acts or omissions on your part, other than as agreed between us from time to time.
14.2 You undertake not to deal, except through Killik, with any of the money or assets held in your account and not to authorise anyone else to deal in any of them.
14.3 You confirm that any information which you have provided to us in relation to your status, residence and domicile for taxation purposes is complete and correct, and you agree to provide any further information properly required by any competent authority.
14.4 You will notify us promptly if there is any material change in any information you have provided pursuant to us, and will provide such other relevant information as we may from time to time reasonably request in order to fulfil our regulatory and contractual obligations. You acknowledge that any failure to provide such information may adversely affect the quality of the services that we may provide.
15.SCOPE OF LIABILITY
15.1 Neither we, nor any of our directors, employees, delegates (including Sub-Custodians) or agents, shall be liable for any loss, damage, liability, claim or expense sustained by you as a direct or indirect result of the provision by us of our services, save that nothing in this Agreement shall exclude or restrict any liability of us resulting directly from our negligence, fraud or wilful default or any contravention by us of the FCA Rules. We shall not be liable for any indirect or consequential loss or loss of profit) or for any losses that arise from any damage to your business or reputation. We will have no liability for any market or trading losses you may incur.
15.2 You undertake to reimburse us and our directors, employees, delegates and agents for any costs, losses or expenses (including legal costs) and all duties and taxes (other than our corporation tax) (Losses) which are caused by:
(a) the provision by us of our services to you;
(b) any material breach by you of any of the terms of this Agreement;
(c) any default or failure by you in performing your obligations to make delivery or payment when due; or
(d) any defect in title or any fraud or forgery in relation to any investments delivered to us or a Sub-Custodian by you or on your behalf or in relation to any instrument of transfer in relation to such investments (including any electronic instruction) purporting to transfer such investments.
15.3 Neither we nor any Sub-Custodian shall be entitled to be reimbursed for any Losses that we or any Sub-Custodian incurs as a consequence of our or their own fraud, negligence or wilful default or any contravention by us or any Sub-Custodian of any provision of FCA Rules.
15.4 The provisions of this section shall continue to apply notwithstanding the fact that we or any Sub-Custodian cease to provide services and shall be in addition to any other right or claim that we may have, whether pursuant to this Agreement or otherwise and shall not be affected by any forbearance, whether as to payment, time, performance or otherwise.
15.5 We do not give any representation or undertaking as to the suitability of any assets bought or transferred into your account.
15.6 Neither we, nor any of our directors, employees, delegates (including Sub-Custodians) or agents shall be liable for any circumstance or failure to provide any of the services if such circumstance or failure results wholly or partly from any event or state of affairs beyond our reasonable control (including, without limitation, any failure of communication, settlement, computer or accounting system or equipment, any failure or interruption in the supply of data, any political crisis or terrorist action, the suspension or limitation of trading by any exchange or clearing house or any fire, flood or other natural disaster) and, in such circumstances, any of our obligations will be suspended pending resolution of the event or state of affairs in question.
16.CONFLICTS OF INTEREST
16.1 We, or our Associates may provide services or enter into transactions in relation to which we, or our Associates have, directly or indirectly, a material interest or a relationship of any description with a third party which may involve a conflict of interest or potential conflict of interest with you. We have a Conflicts of Interest Policy and procedures specifically designed to identify and manage such conflicts. We will ensure that such transactions are effected on terms which are not materially less favourable than if the conflict had not existed.
16.2 You agree and acknowledge that we may receive from and pay to third parties (including Associates) fees, commissions or other benefits and may share charges in respect of the services provided to you with third parties (including Associates) and that we are not required to pass on the benefit of such arrangements to you by reducing our fees and charges under the Agreement or otherwise, unless we agree otherwise with you. The amount or basis of any fee, commission or other benefit received by us from such a third party or paid by us to such a third party in connection with a transaction with or for you, and the amount or basis of any charges shared with a third party will be disclosed to you to the extent required by the FCA Rules, and such disclosure may be in summary form only. Further details of our Conflicts Policy are available on request.
16.3 We will act as your agent and you will therefore be bound by our actions under the Agreement. The provision of services under this Agreement shall not give rise to any fiduciary or equitable duties which would oblige us to accept responsibilities more onerous than set out in the Agreement, or which would prevent or hinder us in effecting transactions for you.
16.4 We may, in future, in providing services under the Agreement, enter into arrangements in accordance with the FCA Rules for the receipt of goods or services that relate to the execution of trades or the provision of research, and we shall amend our Execution Policy as appropriate and notify you of this, as soon as it becomes relevant. We will provide updated information on an annual basis in accordance with the FCA Rules.
17.DATA PROTECTION AND CONFIDENTIALITY OF INFORMATION
We will only disclose your personal information as set out in our Privacy Policy. You can find our Privacy Policy here
17.1 We will only disclose your information to third parties in the following circumstances:
(a) where required by law or if requested by any regulatory authority or exchange having control or jurisdiction over us (or any respective Associate);
(b) to investigate or prevent fraud or other illegal activity;
(c) in connection with the provision of services to you by us including to any investment product provider that you have entered into an agreement with (directly or through Killik as your agent);
(d) for purposes ancillary to the provision of the services or the administration of your account, including, without limitation, for the purposes of credit enquiries or assessments or the verification of your identity and/or any other actions or enquiries we may be obliged to undertake pursuant to our obligations under applicable anti-money laundering legislation or regulations;
(e) if it is in the public interest to disclose such information; or
(f) at your request or with your consent, subject to the proviso that we may disclose your information to certain permitted third parties, such as members of our own groups and our professional advisers who are bound by confidentiality codes.
17.2 We will not sell, rent or trade your personal information to third parties for marketing purposes.
17.3 We may use, store or otherwise process personal information provided by you or us in connection with the provision of the services of the purposes of providing the services, administering your account or for purposes ancillary thereto, including, without limitation, for the purposes of credit enquiries or assessments or the verification of your identity and/or any other actions or enquiries we may be obliged to undertake pursuant to our obligations under applicable anti-money laundering legislation or regulations. In the UK, we operate, and have made all appropriate notifications in accordance with, applicable data protection legislation.
17.4 In accordance with data protection laws you are entitled to a copy of the information we hold about you. You should direct any such request through Killik. You should let us know if you think any information we hold about you is inaccurate and we will correct it.
18.COMPLAINTS AND INVESTOR COMPENSATION
18.1 All complaints should be directed in the first instance to Killik.
18.2 We will try to resolve your complaint as quickly as possible, but in any event, will acknowledge receipt of your letter within five business days. The acknowledgement will include a full copy of our internal complaints handling procedure. Upon resolution of your complaint, we will send you a final response letter, which sets out the nature of that resolution and any applicable remedy. If for any reason you are dissatisfied with our final response, you may be entitled to refer your complaint to the Financial Ombudsman Service. A leaflet detailing the procedure will be provided in our final response.
18.3 We are covered by the UK Financial Services Compensation Scheme. Compensation may be available from that scheme if we cannot meet our obligations to you. This depends on the type of business and the circumstances of the claim.
(a) Most types of investment business are covered for 100% of the first £50,000.
(b) Any money held on deposit with an Approved Bank will be protected up to the £85,000 per person per firm limit.
Further information about compensation arrangements is available from the Financial Services Compensation Scheme. (www.fscs.org.uk).
19.NOTICES
19.1 We will send any notices that we are required to send to you to Killik as your agent for onward transmission.
19.2 You should send any notices for us to Killik marked for attention of FNZ Securities.
20.CANCELLATION AND TERMINATION
20.1 If you change your mind, you may cancel the Agreement for our services within 14 days of signing up. If we have already invested your money, you could get back less than you put in due to price movements.
20.2 Either party may terminate the Agreement at any time by giving the other notice in writing which will be effective immediately.
20.3 Killik, acting as your agent, may also terminate the Agreement on your behalf. We will accept their instructions as if made by you.
20.4 Any cancellation or termination is subject to the settlement of any outstanding transactions and the payment of any charges and other amounts due. 20.5 Termination of your agreement with Killik automatically terminates the Agreement between us. Any securities held in custody will either be re-registered in your name or transferred to another custodian on your instruction.
20.6 In the case of a sole account holder, the Agreement will terminate automatically if we are notified of death.
20.7 Upon termination, you must notify us of an alternate custodian details to whom your assets will be transferred, otherwise we may sell your assets and forward the proceeds minus any fees due to us to you the account detail we hold for you. You agree that you remain responsible for ensuring that any fees or costs Associated with termination may be deducted from your account or paid to us before this Agreement is terminated.
21.DORMANT ACCOUNTS AND UNCLAIMED ASSETS
21.1 Dormant accounts (a) Where you have not traded on your account for a period exceeding 12 months and we are not holding investments or money on your behalf, we reserve the right to suspend or close your account without prior notification.
Unclaimed investments
(a) In circumstances where we have held your investments in custody for at least 12 years and during that period of at least 12 years have not received any instructions relating to those investments and providing they have made reasonable attempts to trace and contact you we may either:
(i) pay away those investments to a registered charity of our choice, or(ii) liquidate those investments at market value and pay the proceeds to a registered charity of our choice.
(b) If any such transfer to charity is made, we will keep records indefinitely relating to the transactions and attempts to contact you and unconditionally undertake to pay you the amount equal to the market value of the investments in the event that you or your legal representatives contact us and claim those investments.
Unclaimed client money
(a) In the circumstances where we have held
(b) a client money balance for you for at least six years following the last movement on your account (disregarding any payment or receipt of interest, charges or similar items) and providing that they have taken steps to trace you and return the client money balance to you we may pay away that client money balance to a registered charity of our choice.
(c) If the amount of the client money balance is £25 or more we will keep records indefinitely relating to the transactions and our attempts to contact you and unconditionally undertake to pay you or your successor or assignee an amount equal to the client money balance so transferred in the event that you or your legal representatives contact us and claim the client money balance.
22.DELEGATION, APPOINTMENT OF AGENTS AND ASSIGNMENT
22.1 We may delegate any function or service (including custody under section 4) that we are required to provide under this Agreement to a third party, including our Associates and may provide information about you for this purpose. Any such delegation will not affect our liability to you or our obligation to provide any services under this Agreement. Separate liability provisions apply in relations to Sub-Custodians as set out at section 4.
We will not be required to provide you with any notice of any arrangements that we may make to delegate any function but will not without your written consent delegate the whole or substantially the whole of our investment discretion.
22.2 We may employ agents including Associates to perform any administrative dealing or ancillary services to enable us to perform our services under this Agreement. We will act in good faith and with reasonable skill and care in the selection use and monitoring of agents.
22.3 We may assign any part of our rights or obligations under the Agreement to any of our Associates without your consent, provided that such assignment does not reduce your rights or protections under the Agreement. However, should we do so, we will provide you with written notice of any assignment. You agree that you will enter into any documentation that we may require you to enter into in order to facilitate such an assignment.
22.4 You may not assign or transfer any rights or obligations under this Agreement without our prior consent.
23.AMENDMENT
23.1 We may amend the Terms and our Schedule of Charges at any time; upon giving at least 30 days’ notice in advance if the change is adverse to your interests. We can make a change immediately if it is not detrimental to you or it is required by any law or regulation to which we are subject. You are deemed to have consented to any alteration that may be effected to the Agreement if we do not receive notification otherwise from you, in writing, before the time specified for the changes to come into effect.
24.GENERAL TERMS OF SERVICE
24.1 Our obligations to you shall be limited to those set out in the Agreement and in particular we will not owe you any wider duties of a fiduciary nature.
24.2 If any Term of the Agreement is declared to be illegal, invalid or unenforceable for any reason, that term or provision shall be treated as though it had never been part of the Agreement and will be ineffective without prejudice to the remainder of the Term or any other Term.
24.3 A person who is not a party to this Agreement shall have no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its Terms.
24.4 If we, at our discretion, choose not to rely on or enforce any of our rights under the Agreement, at any time, this will not prevent us relying on and enforcing those rights at any time in the future.
24.5 The Agreement will be governed by English law. Any dispute between us will be heard in the courts in the country where you live.
24.6 In the provision of the services provided for under the Agreement we may utilise or open accounts with brokers, dealers and other counterparties at our discretion and execute transactions ourselves through accounts established for such purposes. Provided we have discharged our regulatory obligations in the appointment and monitoring of such brokers, dealers and counterparties, we shall have no liability for any loss arising from their failure or default.
25.INSTRUCTIONS AND COMMUNICATIONS
25.1 We will accept instructions, including dealing instructions, only through the Silo App provided by Killik as your appointed agent.
25.2 All communications between you and us will be in English.
25.3 You agree to accept partial completion of orders. We accept no liability for the non- completion of or delay in completing orders where this has been caused by systems failure, market closure or other exceptional circumstances. If an order is not immediately executed, you hereby instruct us not to make that order public.
26.REPORTING
We will provide a custody statement detailing the Silo Assets as agreed with Killik from time to time.
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