Terms and Conditions

These are the Terms for the Invinitive Financial UK Ltd SIPP, ISA, Stocks and Shares ISA, Junior ISA and General Investment Account. Please refer to clause 1.5 for further details of the Agreement between you and Invinitive Financial UK Ltd.

In these Terms "Invinitive" means either Invinitive Financial UK Ltd, Invinitive Trustees Ltd or Invinitive Nominee Ltd. The Services are provided by them as follows:

Invinitive Financial UK Ltd who is authorised and regulated by the Financial Conduct Authority (FRN:964301); provides Trading Services, Custody Services and Administration Services in relation to your SIPP, ISA (all types) and the General Investment Account. Invinitive Financial UK Ltd also act as the Account Manager for the ISA, Stocks and Shares ISA, Junior ISA.

Invinitive Financial UK Ltd (IFUL) may delegate the provision of the Custody Services to a Third Party Sub-Custodian(s) and may change Third Party Sub-Custodian's at any time.

Invinitive Trustees Ltd; acts as the Trustee of the Scheme.

Invinitive Nominee Ltd; acts as the Nominee.

The registered offices of the Invinitive UK companies are; 128 City Road, London, EC1V 2NX

The principal place of business of Invinitive Financial UK Ltd is 52C Market Street, Ashby de la Zouch, LE65 1AN.

Reference in these terms to "we", "us" or "our" is to the company which provides the relevant service.

Words that are capitalized have the specific meaning set out in the Definitions section at the end of these Terms.

We may vary these Terms (including increasing the Charges) on giving you a minimum of 30 days' notice (except as provided below in the case of a change which is not detrimental or as set out in clause 8.7),

We do reserve the right in extreme circumstances to vary these Terms with shorter notice e.g., a change to Regulatory Requirements which we have to action immediately.

Any changes will come into force at the end of the notice period. The valid reasons for varying the Terms are:

• to take account of
  • changes in Regulatory Requirements, the law or interpretation of the law
  • FCA or other industry guidance, codes of practice, good market practice or the decisions of an ombudsman
  • in a proportionate way, changes in the costs and expenses we incur in connection with the provision of Services
  • changes in technology, systems and methods of operation, including the introduction of any new systems or services.
  • the impact of changes in the way the Services are used on the fair allocation of costs and expenses between customers.
  • material changes in market practice or conditions
  • changes in taxes or interest rates
  • changes in the banking arrangements for the Services
• to make these terms fairer, clearer or easier to understand; and
• to correct errors

If, we consider, acting reasonably that a change to these Terms is not to your detriment we will not be required to give you any prior notice before making the change but will tell you about it within 30 days of it having been made.

If we make a change to these Terms for a valid reason that is not set out above which is to your detriment, you can cash out (where possible) or transfer your assets to another provider without any Transfer Out Charges.

2.1 Payments, Subscriptions, Contributions and Transfers in cash (as applicable) can only be made into your Account in pounds sterling in relation to:

• 2.1.1 a SIPP, as provided for in the SIPP Key Features and on the SIPP section of our website, subject to verification of the source of funds and source of wealth.
• 2.1.2 an ISA, as provided for in the ISA Key Features and on the ISA section of our website, subject to verification of the source of funds and source of wealth.
• 2.1.3 a Stocks and Shares ISA, as provided for in the Stocks and Shares ISA Key Features and on the Stocks and Shares ISA section of our website, subject to verification of the source of funds and source of wealth.
• 2.1.4 a General Investment Account, as provided for in the GIA Key Features and on the GIA section of the Website, subject to verification of the source of funds and source of wealth.

2.2 It may be up to 5 Business Days before Payments, Subscriptions, Contributions or Transfers made into your Account in cash are available for use.

2.3 If funds are made available for use before they are cleared and a Payment, Subscription, Contributions and Transfers in cash is not then honored, we will adjust the cash balance in your Account.

2.4 If you or a third party claim that a Payment or Subscription or Contribution in cash has been made to your Account in error or if we are unable to satisfactorily verify the source of any payment we receive, we reserve the right to only refund the payment, whether received by debit card, direct debit, open banking or other bank transfer, to the same account from which it came once the Payment, Subscription or Contribution has cleared.

2.5 You can only Transfer investments into your Account that are included in the range of investments we permit at our discretion for your Account as specified in the Key Features for the relevant Product on the Website or in relation to a General Investment Account in the General Investment Account section of our website.

2.6 We will maintain Cash in your account in Pound Sterling only.

2.7 There is no limit on the amount of cash you can pay into your General Investment Account

2.8 As your Account is execution only and we do not give advice, you are wholly responsible for initiating and coordinating the processing of Transfers.

2.9 We reserve the right to reclaim without your authority a Payment, Subscription, Contribution or Transfer or Government Bonus (whether in part or whole) made in error to or from your Account

2.10 We may decline any Payment, Subscription, Contribution or Transfer entirely at our discretion. We would normally only do so if we were unable to satisfactorily verify the source of the Payment, Subscription, Contribution or Transfer

2.11 We shall determine requests for the return of Payments, Subscriptions, Contributions or Transfers entirely at our discretion but would normally only refuse a request if we believed it might breach a Regulatory requirement. For example, a breach of HMRC rules.

2.12 Any amount refunded may be less than that paid because of Our Charges, the performance of your investments or tax, charges or interest applied by HMRC

We will provide you with a single username and password for the secure area of the Website. Use of the Website and any illustration tools or any other facilities made available on it, is at your own risk and subject to the Website terms of use set out on the Website.

3.1 You must keep your password safe and confidential and notify us immediately if it is lost or compromised

3.2 You can appoint a Representative (outside of a an Adviser) by notifying us in writing using the legal representative form available under the settings tax in your account. If the Representative does not already have a General Investment Account, the Representative will need to apply to open a General Investment account in the normal manner and once that General Investment Account has been opened for the Representative that appointment will take effect.

3.3 If you appoint a Representative or utilise an Adviser in accordance with this clause 3, that appointment will apply in relation to the Accounts you designate.

3.4 If you appoint a Representative or an Adviser who has Trading Access;

• 3.4.1 they will be able to buy and sell investments, create and respond to Secure Messages and give us instructions in relation to Corporate Action events in relation to your Account(s);
• 3.4.2 we will be entitled to rely on any instruction they give u, including (without limitation) any Order they place, even if those instructions conflict with your wishes; and
• 3.4.3 you will remain responsible for instructions they give us and actions they take, until you either cancel said instruction and only once we have confirmed to you by Secure Message that we have actioned any written notice or you have cancelled your dealings with this Adviser or Representative via Secure Message.

3.5 You can only use the Website and the Access Software if you accept (expressly or by implication) all relevant terms of use which are set out on the Website from time to time.

3.6 Without limiting the effect of clause 3.5, the provisions set out in clauses 3.7 to 3.13 will apply to your use of any Access Software.

3.7 Access Software is made available for personal use only and may not be used for any commercial purposes. We are not liable to you if you use the Access Software for any non-permitted purpose.

3.8 All copyright and other intellectual property rights in the Access Software belong to us or any third-party licensors and the rights in the Access Software are licensed (not sold) to you. You have no intellectual property rights in, or to, the Access Software other than the right to use them for the licensed purpose.

3.9 We recommend that you back-up any content or data used in connection with the Access Software to protect yourself in case of any problems with the Access Software or the Services.

3.10 You are not permitted to:

• 3.10.1 use any Access Software on any phone or other device which you do not own or control;
• 3.10.2 distribute or make the Access Software available over a network where it could be used by multiple devices at the same time;
• 3.10.3 rent, lease, sell, redistribute or sublicense the Access Software; or
• 3.10.4 copy (except as expressly permitted), decompile, reverse engineer, disassemble, attempt to derive the source code of, modify, or create derivative works of the Access Software, any updates, or any part thereof (except to the extent any such restriction is prohibited by applicable law or is permitted by the licensing terms governing the use of any open sourced components included with the Access Software).

3.11 You must not use the Access Software:

• 3.11.1 in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with these terms, or act fraudulently or maliciously, for example, by hacking into or inserting malicious code, such as viruses, or harmful data, into any operating system;
• 3.11.2 to transmit any material that is defamatory, offensive or otherwise objectionable;
• 3.11.3 in a way that could damage, disable, overburden, impair, or compromise our systems or security or interfere with other users and;
• 3.11.4 to collect or harvest any information or data from our systems or attempt to decipher any transmissions to or from any of our servers.

3.12 We reserve the right at any time without notice to change, suspend or withdraw the Access Software or to require you to download a new version. We accept no liability for any loss of damage you suffer as a result of such change, withdrawal or suspension. We may end your rights to use the Access Software if you have broken these terms in a serious way.

3.13 If we end your rights to use the Access Software:

• 3.13.1 you must stop using the Access Software;
• 3.13.2 you must delete or remove the Access Software from all devices in your possession and immediately destroy all copies of the Access Software which you have and confirm to us that you have done this upon request.

You may download or print individual sections of the Website and information from websites linked to it strictly for personal use provided you keep intact all copyright and proprietary notices but you must not reproduce or distribute any material without our consent.

4.1 Some of the Data made available on the Website is provided by Third Party Service Providers. We do not guarantee the accuracy, completeness, timeliness, or correct sequencing of any such Data on the Website nor are we responsible for any decision made or action taken in reliance upon that Data or the interruption of any Data.

4.2 You are responsible for verifying the accuracy of any information that you use which is made available on any website that is linked to the Website.

4.3 You are responsible for monitoring your Account, ensuring that you read your Secure Messages and informing us if there is something wrong on your Account or it has been subject to unathorised use.

4.4 You may experience occasional interruption to the Website as a result of routing or non-routine maintenance, upgrades of the Website failure of or disruption to the Internet or in extreme market conditions or due to systems malfunction or failure.

4.5 The Website may not support your browser or be fully compatible with your computer.

5.4 We will make details of our Charges in relation to any investment and those of any investment provider and their cumulative effect on the estimated investment returns available to you via the Website before you place an Order. You should ensure that you understand those details and their impact on the forecast return on the investment before you place your Order. The details of the effect of the charges on the estimated investment returns are based on information we obtain from third party suppliers who do not accept liability for the accuracy of the information they provide. As a consequence, we are unable to accept any liability to you for the accuracy of that information, except to the extent where it is directly caused by our negligence, fraud or willful default in relation to any matter that is within our reasonable control.

5.5 You are responsible for the accuracy of your Orders. You will not be able to cancel or change an Order after you have submitted it unless it is a Limit Order or a Stop Loss Order. You can amend a Limit Order or a Stop Loss Order at any time unless the Order is in the process of being, or has been partially fulfilled. Please also see the specific provisions in relation to cancelling or changing Regular Investment Instructions in clause 5.29.

5.6 Following a Transfer of existing investments to Your Account which are not converted into cash (In Specie Transfer), you will not be able to deal any of the transferred investments until we have received confirmation that they are registered in the name of Our Nominee or held to our order by our Third-Party Custodian.

5.7 We will only accept Orders for:

• 5.7.1 USA securities if you have signed and completed a W8BEN from, or other requisite form (this is not required for a SIPP account);

5.8 Except as provided in clause 9.14, if you instruct us to Transfer Out an Account, we will in relation to such Account (but not any other Account you may hold):

• 5.9.1 not accept any further Orders;
• 5.9.2 delete any standing Regular Investment Instructions and ask you to do the same with your bank;
• 5.9.3 not execute any further Regular Investment Orders;
• 5.9.4 will cancel all Limit Orders and Stop Loss Orders that are pending
• 5.9.5 if for any reason a Regular Investment Instruction remains active on the Account on an Investment Day, we will not execute that Regular Investment Order and will instead delete the instruction.

7.1 We will hold Cash in your Account in a Pooled Bank Account or in Pooled Bank Accounts with a Bank or Banks separate from cash belonging to us.

7.2 Any of your SIPP Cash which is held pending investment from time to time, including the income from investments and proceeds from the sale of investments, will be held as Client Money.

7.3 To the extent permitted by the FCA Rules, we may hold your Cash with a Bank on a fixed term deposit or in a notice account. We do this so we are able to place deposits with a wider range of Banks in order to reduce the exposure of our customers to the risks of a Bank failure and to obtain better interest rates on the deposits, which help us to keep our charges low.

7.4 Our placing funds on a fixed term deposit or in a notice account means that the funds cannot be withdrawn until the expiry of this relevant fixed term of notice period. This could increase the risk of delayed access to funds in the event of significantly increased demands for withdrawals.

7.5 As we manage the funds we hold on behalf of all of our customers in order to ensure that there are sufficient funds available to satisfy customer demand, this should not affect your ability to withdraw funds from your Account. In the event of our (or a Bank's) failure, it may also mean that those funds are not immediately available for distribution. Please also refer to clause 7.7 below.

7.6 Any of your Cash which is held as Client Money from time to time may, to the extent permitted by the FCA Rules be placed on deposit for a fixed term not exceeding 95 days or in a 95 days' notice account.

7.7 In the event of a Bank's failure, your claim will be for a share of the cash held in all Pooled Bank Accounts at that Bank. You may also be able to claim against the Financial Services Compensation Scheme. Further details of that scheme are set out in clause 19.

7.8 We will not be responsible to you for the default or failure of a Bank.

7.9 Interest will be paid on Net Cash in your Account at the rates and on the terms applicable to the relevant Product as set out and varied from time to time on the Charges and Rates Page. Before crediting such interest, we may deduct any standard operating or banking charges that apply to the holding of client money (including, for example, bank account maintenance fees or negative interest applied by our banking partners). We will also (and you authorise us to) deduct any tax or other charges that HMRC may require us to withhold or account for from time to time in respect of interest payments.

7.10 We may pass your Cash to a market, exchange, intermediate broker, clearing house or similar organisation to hold or control so that we can carry out a transaction through or with that person on your behalf. In the absence of our negligence, we will have no responsibility for any acts (or failure to act) of any other organisation we pass your Cash to. Those organisations may have a right of retention (lien) and/or a security interest over or right to use that Cash as a result of any money owed to them. Any organisation we pass your Cash to may hold it in a general account and it may not be possible to separate it from our money, or their money. If the organisation becomes insolvent, we will only have an unsecured claim against the organisation on your behalf. You acknowledge that this means that the other organisation may not pay us enough money to cover the claims of you and all other clients.

7.11 We may pass your Cash to an intermediate broker, settlement agent or organisation which may be based outside the UK. In these circumstances, the applicable regulations to the bank, broker, agent or organisation holding your money will be different from that of the UK. If the bank, broker, agent or organisation is unable to return your money, it may be treated differently from the position which would apply if the money was in the UK.

8.1 You agree to pay us and authorise us to deduct Charges and any Third-Party Charges from your Account when they are due. Our Trading Charge will be reflected on your contract note. Our full list of charges can be found on the Website.

8.2 If we omit to deduct all or part of any Charges or Third-Party Charges from your Account on the due date, we shall not subsequently be prevented from deducting such amounts or exercising any available remedy as a result of that omission.

8.3 All sums due under the Agreement are exclusive of VAT, which; unless otherwise stated, shall be payable in addition, at the rate prevailing from time to time.

8.4 We reserve the right to vary the Charges for any of the reasons set out in the "Changes to these terms" section at the beginning of these Terms.

8.5 Investments you buy may have their own initial and ongoing charges. We are not responsible for informing you about those charges. We recommend that you obtain information about the applicable charges for investments before you buy them.

8.6 You accept that taxes and levies may be payable when certain investments are purchased that are not imposed by or payable via us. Whenever reasonably practicable details of these additional costs will be made available to you before you place an Order for such investments, but it is your responsibility to check whether they apply and, if they do, the amount of those costs. We will deduct from your Account any taxes and levies, including any overseas transactional taxes, which apply to such investments. We will account to the appropriate authorities, including foreign authorities, for all such taxes and levies either directly or through a third party and all applicable charges will be passed on to you.

8.7 We may increase the Charges each year with effect from January 1st in line with the increase in the average weekly earnings statistics (published by the Government Office for National Statistics (or its successor body) or any other such index as we give you notice of.

8.8 We may deduct Cash from and/or sell any of the investments in your Account to realize Cash if:

• 8.8.1 we are owed money from your Account (including Charges or Third-Party Charges which we have been unable or have omitted to deduct from your Account);
• 8.8.2 your Account has been credited in error;
• 8.8.3 the Cash balance in your Account has been in debit for more than 90 Days;
• 8.8.4 we have not been able to satisfactorily verify the source of any payment which has been credited to your Account;
• 8.8.5 HMRC imposes a tax or other charge, fine or penalty on us which relates to your Account, for example, a charge in respect of an Unauthorised Payment or a Government Withdrawal Charge;
• 8.8.6 if any investment held in your Account ceases to be a Permitted Investment and you do not sell, Transfer or Withdraw the investment in accordance with your obligations under clause 5.16 or clause 11.15, as applicable within 20 Business Days of when we notify you that it is no longer a Permitted Investment; or
• 8.8.7 if any investment arising from a Corporate Action does not satisfy the qualifying Regulatory Requirements and you do not sell, transfer or withdraw the investment in accordance with your obligations under clause 5.16 or clause 11.15, as applicable, within 20 Business Days of when we notify you that it is does not satisfy the qualifying Regulatory Requirements.

8.9 We will not in the circumstances envisaged:

• 8.9.1 in clause 8.8.1, sell any of your investments without giving you at least 20 Business Days' notice;
• 8.9.2 in clause 8.8.2, deduct Cash from your Account without giving you at least 2 Business Days' notice or sell any of your Investments without giving you at least a further 10 Business Days' notice to credit your Account;
• 8.9.3 in clause 8.8.3, sell any of your investments without giving you at least 5 Business Days' notice to credit your Account;
• 8.9.4 in clause 8.8.4, sell any of your investments without giving you at least 5 Business Days' notice to provide us with the evidence we require in order to satisfactorily verify the source of the relevant payment which has been credited to your Account; and
• 8.9.5 in clause 8.8.5, sell any of your investments to make payment of a Government Withdrawal Charge without giving you at least 5 Business Days' notice to provide us with the evidence we require in order to verify that the related Withdrawal should not be subject to that charge.

8.10 If we are unable to realise enough Cash to cover any of the circumstances set out in clause 8.8 by selling your investments, you will be liable to us personally for the shortfall.

8.11 We may also deduct from your Account any legal or other fees we incur or become liable for as a result of your failure to pay any other money due in respect of your Account. If there is not sufficient Cash in your Account, you will be liable to us personally for any such fees.

8.12 We will charge interest of 4% per year above Bank of England base rate on any sums due to us.

8.13 We and our Associates are entitled to receive and retain:

• 8.13.1 the difference between the interest paid to us or our Associates by a Bank on the aggregated amount of the cash held by us with the Bank and the interest we pay to you; and
• 8.13.2 a commission or fee for carrying out a foreign exchange transaction under clause 5.11 details of which are available on the Charges and Rates Page on the Website.

8.14 Where we are owed money under this Agreement or any other agreement between you and us, we may take cash owned to us from any of your Accounts with us to reduce the amount that is owed to us. This is known as set-off.

8.15 The Charges will continue to accrue (in accordance with the terms of this Agreement) after your death until your Account is closed and the Agreement with us ends.

9.1 To facilitate the payment of cash Withdrawals by electronic bank transfer you must provide us with details of a nominated bank account in your name or an account that is in Joint names. Unless we agree otherwise, for security purposes we will only pay Withdrawals to a bank account where we have verified its authenticity to our satisfaction.

9.2 If you change your nominated bank account, for security purposes we will only make payments to the new account once we have verified its authenticity to our satisfaction. This may result in payment being delayed.

9.3 We will not ordinarily accept payments from a bank account which is not in your name (either solely or jointly). Current Exceptions are:

• 9.3.1 in the case of a Child, Subscriptions made to your Junior ISA or Junior SIPP by a parent or grandparent(s); and

9.4 We will in the ordinary course of events only delay or refuse to make a payment if we:

• 9.4.1 are unable to satisfactorily verify details of the nominated bank account to which payment is due to be made, including the full name and address of the bank account holder; or
• 9.4.2 reasonably believe that the payment has not been validly authorised or may involve the fraudulent use of your Account.

9.5 To the extent that we consider that we are legally permitted to do so and it will not compromise our security procedures, we will inform you of the reason for the delay or refusal.

9.6 Should you wish to Transfer Out or Withdraw, you must instruct us to do so in accordance with these Terms. If the Transfer Out is:

• 9.6.1 in the form of existing investments which are not to be converted into cash, except as provided in clause 9.7.1, we will arrange the Transfer Out of your investments to your new provider (subject to the new provider being able to hold the investments to be Transferred). If they are not able to do so, we will contact you to obtain further instructions, or
• 9.6.2 in Cash, you must arrange to sell your investments and we will then send the Transfer Out value to your new provider.

9.7 If the Transfer Out or Withdrawal is from:

• 9.7.1 an ISA you can only Transfer Out Current Year Subscriptions in full, but may transfer Out Previous Years Subscriptions in whole or in part;
• 9.7.2 a Junior ISA, you can only Transfer Out in full, as a Child cannot hold two Junior ISA's; You can only ever hold one Stocks and Shares ISA at any one time.
• 9.7.3 a General Investment Account, you must specify the amount of cash, the investments and/or the proceeds of the investments you wish to Transfer Out or Withdraw.

9.8 In the case of an ISA, Junior ISA or General Investment Account, we will make the Transfer Out or Withdrawal within the time period specified in your instructions, but subject to any reasonable business period we require for practical implementation of the instructions. In any event, we will make the Transfer Out or Withdrawal within 30 days of receiving the instructions. Where dealings in the Units and shares of certain Collective Investments have been suspended, we may take up to 7 additional days from the end of the suspension.

9.9 We will manage the Transfer Out (insofar as it relates to your ISA or Junior ISA) in accordance with the ISA Regulations. A Transfer Out to another Stocks and Shares ISA or Junior ISA (as the case may be) shall include the transfer of the rights and obligations of each party to it.

9.10 The ISA Regulations only permit Withdrawals from a Junior ISA before the Child reaches age 18, where the Child has been diagnosed with a terminal illness, has passed away or to pay charges.

9.11 If the Transfer or Withdrawal is not being made in cash, we will provide you with written details of the market value of the investments held in your ISA or your Junior ISA (as applicable) on the date of Withdrawal.

9.12 The Withdrawal of cash or investments from your ISA into your own name will mean that they are no longer held in a tax-advantaged environment.

9.13 If you request the Transfer Out of your ISA or Junior ISA in full to another ISA or Junior ISA manager (As applicable), we will close your ISA or Junior ISA (as the case may be) and will not accept any further Orders in relation to that ISA or Junior ISA. If you request a Transfer Out of all of, or part of the Subscriptions in your ISA or the Withdrawal of all or part of the cash and investments in your ISA, we will not accept any further Orders in relation to the investments to be Transferred or Withdrawn from the date we receive your request. You may Transfer Out Current Year Subscriptions in full only but Previous Year Subscriptions can be Transferred Out in full or in part.

9.15 In relation to the Transfer Out of your SIPP, we can:

• 9.15.1 only make payments directly to a regulated and authorised Pension Provider in the UK or an authorised QROPS Provider;
• 9.15.2 transfer existing investments to the New Pension Provider as described in 9.15.1 without converting them into cash or, with the prior written authority of the New Pension Provider, to a new stockbroker.

10.1 We provide the access to our platform on an execution only basis for your SIPP and we, in our capacity as the trustee of your SIPP authorise you or your Adviser to place Orders for your SIPP as our agent.

10.2 If your legal guardian or a person with legal responsibility for you submitted an Application on your behalf because you are under 18, that person will be the Registered Contact for your SIPP and have authority to manage your SIPP until you reach 18.

10.3 We cannot be compelled to make and are obliged to report to HMRC, any Unauthorised Payment and will only pay any money from your SIPP in accordance with the Scheme Rules.

10.4 You are responsible for ensuring that all Contributions are within allowable limits for tax relief. We will repay overpaid tax relief and interest on the amount of the overpayment on demand by HMRC from your SIPP without your further authority.

11.1 If you hold an ISA and you cease to be a resident in the UK or a Crown servant or, in the case of a Child, a dependent of a Crown servant, or being married to (or in a Civil partnership with) a Crown servant, you must inform us immediately. Subscriptions to your ISA will not be permitted whilst you are not resident in the UK, a Crown servant, or married to or in a civil partnership with a Crown servant or, in the case of a Child, a dependent of a Crown servant but, except as provided in clause 11.2, we will keep your ISA open. If you are a Child and you cease to be resident in the UK, Subscriptions can't continue to be made to your Junior ISA.

11.2 You must inform us immediately if you become a citizen or tax paying resident of the USA or Canada. For the Junior ISA you must inform us immediately if the Child has become a citizen or tax paying resident of the USA or Canada.

11.3 Except as provided in clause 11.4, you cannot subscribe to:

• 11.3.1 the Invinitive ISA if you have already subscribed to another Stocks and Shares ISA (other than a Stocks and Shares Junior ISA) in the same tax year, unless you are transferring that Stocks and Shares ISA to the Invinitive ISA;
• 11.3.2 the Invinitive Junior ISA if you have already subscribed to another Junior ISA in the same tax year, unless you are transferring that Junior ISA to the Invinitive Junior ISA.

11.4 You can make an additional Subscription to your ISA following the death of your spouse or civil partner to the extent permitted under the ISA Regulations. For further details, please contact us at the address provided in the contact details section at the end of these Terms if you would like more information.

11.5 You can only make Payments into your ISA from your own funds.

11.6 Applications for and Subscriptions to a Junior ISA cannot be made if another Stocks and Shares Junior ISA is already held for the Child with another provider.

11.7 If you are a Child, your Junior ISA will automatically convert into an ISA in your name when you reach the age of 18 and we will allow you to take over the management of your Account once you have given us all of the information required by the ISA Regulations. We will not accept any further Subscriptions until we have received that information.

11.8 You appoint us as the Account Manager for your ISA and Junior ISA, as the case may be. We will manage it in accordance with the Agreement, the FCA Rules and the ISA Regulations. You authorise us to exercise the obligations and powers of an ISA Account Manager under the ISA Regulations on your behalf and to comply with any other Regulatory Requirement in relation to your ISA and Junior ISA.

11.9 If there is a conflict between the Agreement and the ISA Regulations, the ISA Regulations will apply.

11.10 You can Transfer cash and Permitted Investments held in:

• 11.10.1 another Cash ISA or Stocks and Shares ISA into your ISA with us. You can Transfer Current Year Subscriptions in whole only and/or Previous Year Subscriptions in whole or in part;
• 11.10.2 another Stocks and Shares ISA into your Stocks and Shares ISA. You can Transfer Current Year Subscriptions in whole only and/or Previous Year Subscriptions in whole or in part;
• 11.10.4 a child trust fund or a Cash Junior ISA or another Stocks and Shares Junior ISA into your Junior ISA with us. You can Transfer Current Year Subscriptions from a Stocks and Shares Junior ISA or a Cash Junior ISA in whole only and/or Previous Year Subscriptions from a Cash Junior ISA in whole or in part.

11.11 If you Transfer an ISA or Junior ISA to the Invinitive ISA or Junior ISA where applicable and this would result in any maximum Subscription limit being exceeded, we will reject the Transfer and inform your former Account Manager accordingly.

11.12 You are responsible for ensuring that Subscriptions into your ISA and Junior ISA do not exceed the permitted individual or overall regulatory limits.

11.13 We may disclose details of your ISA or Junior ISA to HMRC and if instructed by HMRC, we will return any over Subscription without your further authority.

11.14 You must reapply for your ISA if you fail to make a Subscription in a Tax Year and wish to make a further Subscription.

11.15 If any investment in your ISA or Junior ISA ceases to be permitted by the ISA Regulations, we will write to you to inform you of the options available. If we do not receive a response within 20 Business Days, we reserve the right to sell the investments.

11.16 All the investments held in:

• 11.16.1 Your ISA must remain in your Beneficial Ownership and must not be used as security for a loan; and
• 11.16.2 Your Junior ISA must be held in the Beneficial Ownership of the Child, except to the extent necessary to allow you to place and us to execute your Orders.

11.17 Any new investment arising from a Corporate Action which does not satisfy the qualifying requirements of the ISA Regulations, shall be dealt with in accordance with the ISA Regulations.

11.18 We will notify you if, through any failure to satisfy the ISA Regulations, your ISA, Junior ISA is, or is to become, no longer exempt from tax under the ISA Regulations. In these circumstances some or all of the investments will be withdrawn from your ISA or Junior ISA and registered in a General Investment Account in your name.

11.19 We will hold your ISA or Junior ISA cash and investments after your death until we receive the executors' or personal representatives' instructions. These Terms will apply equally to them.

11.20 We will satisfy ourselves that any person to whom we delegate any of our functions as the Account Manager of your ISA or Junior ISA is competent to carry out those duties and responsibilities.

11.21 We will notify you if, through any failure to satisfy the ISA Regulations, your ISA or Junior ISA is, or is to become, void. If your ISA is made void, all subscription monies, investments and income will be removed from it and registered in a General Investment Account in your name.

12.1 It is a condition of you having a General Investment Account that:

• 12.1.1 in the case of an account in your sole name, you are both an individual and a UK resident;
• 12.1.2 in the case of a Trust Account, that the Trust is a regulated third party SIPP or Authorised QROPS provider.

12.2 If you hold a General Investment Account and you cease to be a resident in the UK, you must inform us immediately. We reserve the right to close your Account but would normally only do so if as a consequence we had to provide any additional services or to undertake any additional work that does not fall within the normal scope of the Services.

12.3 We cannot open a General Investment Account for you, if you are a tax paying resident or citizen of the USA or Canada.

12.4 All investments held in your General Investment Account must remain in your Beneficial Ownership, except to the extent necessary to allow you to place and us to execute your Orders.

12.5 We will place an electronic copy of an annual consolidated tax voucher detailing the dividend and other income payments you have received in the relevant Tax Year on your General Investment Account in the documents are of the Website. We will advise you by Secure Message and email when this document is available to view.

13.1 We use your personal information and store it on our systems and otherwise process it for the purpose of supplying you with our Services. For further information about how we use your Personal Information and how you can exercise your rights in relation to our use of your Personal Information, please see the Privacy Policy which we may update from time to time.

13.2 You must inform us as soon as possible of any material changes to your (or your Child's) Personal Information.

14.1 We may use your Personal Information (including passing it to Our Associates and Third-Party Service Providers) to provide you by email, telephone, post, Secure Message or text message with:

• 14.1.1 Service Information; and
• 14.1.2 if you have opted in to receive them, the other communications set out in the communications preference section of the secure area of the Website.

14.2 If you wish to opt out of receiving any communications set out in the communications preference section of the secure area of the Website or otherwise wish to change your communication preferences, you can do so at any time via the Website, but you will not be able to opt out of receiving Service Information.

14.3 We and our Associates record the content of incoming and outgoing calls for quality assurance, training and regulator purposes. We and our Associates reserve the right to disclose the contents of any recording to any Competent Authority or use it in any legal or regulatory proceedings.

14.4 We accept and shall be entitled to rely on any instructions received from you or your Representative or Account Lead or Registered Contact or Nominated Contact, as applicable, in relation to the administration of your Account by telephone, email or Secure Message but may insist on being sent the original correspondence. We will only accept Orders submitted in accordance with clause 5.3.4, and instructions in relation to Corporate Actions in accordance with clause 6.5. You are responsible for taking reasonable steps to ensure the secure transmission of instructions to us.

14.5 We do not recommend that you send us by email any confidential information or any communication in relation to the administration of your Account, which you need us to give urgent attention. We recommend using our online help facility or contacting us by phone when urgent.

14.6 You must send all written notices or communication in relation to the administration of your Account to us by post at the address provide in the contact details section at the end of these Terms.

14.7 We will send correspondence to you by Secure Message or to the most recent email address held on our records. It is your responsibility to ensure that you check your email and the Secure Message area of the Website regularly. We may also contact you by post at the most recent postal address held on our records. You must notify us promptly of any change in your postal address.

14.8 You must maintain a live email account and notify us of your email address (including any changes).

14.9 Any notice that we give you in accordance with these Terms will be effective:

• 14.9.1 if sent by Secure Message or email upon transmission;
• 14.9.2 if sent by post, on the second Business Day after posting.

14.10 These terms are provided only in English and any communications and other documents for your Account will always be in English.

15.1 As we endeavor to provide a high standard of service to you at a reasonable cost we limit our liability under the Agreement on the basis set out in these Terms.

15.2 For the purposes of this clause 15, reference to "we", "us" or "our" shall include us, our Associates and each of our employees and agents.

15.3 Nothing in these Terms will exclude or limit our liability for:

• 15.3.1 any duty or liability under the FCA Rules;
• 15.3.2 death or personal injury caused by our negligence; or fraud or fraudulent misrepresentation.

15.4 You agree to reimburse us for any Loss of any kind that we suffer or incur as a result of supplying you with the Services unless and to the extent that the Loss is caused by our negligence, fraud or willful default. Except where the Child is the Registered Contact, if you are a Registered Contact or Nominated Contact, you will only be liable under this clause 15.4 for Losses in relation to the period during which you are the Registered Contact or Nominated Contact.

15.5 Except as provided in clauses 15.3 and 15.9 and subject to the exclusions in clause 15.6, we will only be liable under these Terms for any Loss if and to the extent that it is caused by our negligence, fraud or willful default.

15.6 Except as provided in clause 15.3, neither you nor we shall in any event be liable (whether under any express or implied term of the Agreement or by reason of a negligent act or omission) for any:

• 15.6.1 Loss that was not reasonably foreseeable;
• 15.6.2 loss that is not the natural result in the usual course of things of the event that gave rise to the claim and was not likely to arise from a special circumstance which we knew of, or should have known of, when that event took place. For example, when you placed an Order;
• 15.6.3 loss of income, profits, the ability to invest or disinvest or wasted expenditure; or
• 15.6.4 loss of data.

15.7 Except as provided in clauses 15.3 and 15.5, we will not be held liable to you (whether under any express or implied term of the Agreement) for any:

• 15.7.1 Loss arising from the insolvency default, fraud, willful default or negligence of any Bank or Third-Party Custodian which holds your cash or investments;
• 15.7.2 Loss arising from the insolvency, default, fraud, willful default or negligence or any other act or omission of you or your Representative, Account Lead, Nominated Contact or Registered Contact;
• 15.7.3 Loss arising from delays in the processing of Transfers, Transfers Out or Withdrawals.
• 15.7.4 Loss arising from delays in processing Payments or Contributions or Subscriptions made by direct debit or other electronic means;
• 15.7.5 Loss arising from the unauthorised use of a password resulting from your negligence or the negligence of your Representative, Account Lead, Nominated Contact or Registered Contact; or
• 15.7.6 Loss arising out of or in connection with your error, delay, unclear or incomplete instructions or your failure to comply with our instructions within the specified time limits.

15.8 We will not be responsible for any delay in performing, or failure to perform, any of our obligations under the Agreement if such delay or failure results from events, circumstances or causes beyond our reasonable control including any breakdown, failure or malfunction of any telecommunications or computer systems (internally or externally), equipment or software used by us or of any clearing systems used in connection with the Services provided under the Agreement, the insolvency or default of any participant in such a clearing system or the failure by any settlement bank to make, receive or debit any payment or cyberattacks or any other malicious act of any third party.

15.9 Subject to clauses 15.3 and 15.7.6, in the event of a claim for marketing or trading loss (including in the case of adverse price movements, any claim for loss of the ability or delay in disinvestment, or in the case of favourable price movements, the loss of the opportunity to or delay in investment) our total liability to you, arising under or in connection with the Agreement shall be limited to the greater of:

• 15.9.1 The total amount of the Charges you paid us under the Agreement in the 12 months' period immediately preceding the occurrence of the event which gave rise to your claim (or, if your Account has been open for less than 12 months, such amount as you would have paid on a pro rata basis); and
• 15.9.2 interest on the principal amount in respect of which the loss occurs, to be calculated in the case of a claim which is in respect of:
  • 15.9.2.1 the maladministration of your SIPP, at 2% per year above the Bank of England base rate (or such other rate as the Pension Ombudsman is likely to apply to awards); or
  • 15.9.2.2 any other type of claim, 8% per year (or such other rate as the Financial Ombudsman Service is likely to apply to awards), for the period of time to which the claim relates.

15.10 When entering into the Agreement in relation to each Product you are contracting directly (and separately) with each of Invinitive Financial UK Ltd and/or Invinitive Trustees Ltd for the services that they each provide you with in relation to the relevant Product in accordance with these Terms.

15.11 The provisions of this clause 15 will continue to apply even if we stop supplying you with the Services.

16.1 You may exercise a right of cancellation in relation to:

• 16.1.1 the setting up of your SIPP;
• 16.1.2 the making of a Transfer to your SIPP, or ISA or Junior ISA;
• 16.1.3 taking Benefits for the first time from your SIPP;
• 16.1.4 your Application for an ISA or Junior ISA; or
• 16.1.5 your Application for a General Investment Account, unless they have lapsed under clause 16.5.

16.2 You can exercise the cancellation rights set out in clause 16.1 by writing to us (quoting your name, the relevant Account reference number and specifying which of the cancellation rights you want to exercise) at the address provided in the contact details section at the end of these Terms. In order to validly exercise your cancellation rights, you must ensure that you do so within 30 days, in the case of the event set out in:

• 16.2.1 clause 16.1.1, of when you receive confirmation from us of your Application for a SIPP having been approved;
• 16.2.2 clause 16.1.2, of when you receive confirmation from us of the Transfer having been received;
• 16.2.3 clause 16.1.3, of when you receive confirmation from us of your request for Benefits having been approved;
• 16.2.4 clause 16.1.4, of when you receive confirmation from us of your Application for an ISA or Junior ISA having been approved;
• 16.2.5 clause 16.1.5, of when you receive confirmation from us of your Application for a General Investment Account having been transferred into your name or to another Account held in your name. If investments are sold you may receive more or less back than the amount you originally invested due to the effect of market movements in price and associated costs. Where you receive less back you are solely responsible for any loss.

16.3 If you cancel;

• 16.3.1 Your SIPP Application, we will repay any Contributions we have received to the same account from which they were received,
• 16.3.2 a Transfer to your SIPP, we will return all investments we receive to the transferring pension provider from which they came. If they will not accept the return of these assets or will only accept on terms different from those applicable prior to the Transfer, we will contact you to request further instructions and you must tell us if you want us to Transfer the investments to another Pension Provider. IF you have not told us within the Cancellation Period set out in clause 16.2.2, we reserve the right to take reasonable administration charges from your SIPP until such time as we can make the Transfer to another Pension Provider;
• 16.3.3 a Transfer to your ISA or Junior ISA, we will return all investments we receive to the transferring Account Manager. If they will not accept their return or will only accept on terms different from those applicable prior to the Transfer, we will contact you to request further instructions and you must tell us if you want us to Transfer the investments to another Account Manager. If you have not told us within the Cancellation Period set out in clause 16.2.2, we reserve the right to take reasonable administration charges from your ISA or Junior ISA, as the case may be, until such time as we can make the Transfer to another Account Manager;
• 16.3.4 Your decision to take Benefits, you must return any Benefit paid to you in full;
• 16.3.5 Your Application for an ISA or Junior ISA or General Investment Account, we will return any Cash we hold to your and any investments can either be sold or transferred into your name or to another Account held in your name. If investments are sold you may receive more or less back than the amount you originally invested due to the effect of market movements in price and associated costs. Where you receive less back you are solely responsible for any loss.

16.4 If you exercise your cancellation rights in respect of a Junior ISA, we will return any cash we hold to you, regardless of whether the cash was paid by you.

16.5 In the case of your SIPP, if you place a Buy Order within the applicable Cancellation Period under clause 16.2.1, you will lapse your cancellation rights, which will mean that you are no longer able to cancel your SIPP Application or Transfer, but may still cancel your decision to take Income Drawdown. You may also lapse your cancellation rights by writing to us at the address provided in the contact details section at the end of these Terms.

16.6 In the case of your ISA, Junior ISA and General Investment Account, if you exercise your cancellation rights you will be responsible for all costs associated with trading (including our charges) but will not, except as provided in clauses 16.3.2 and 16.3.3, be liable for any other charges.

17.1 We or you may terminate your SIPP and your membership in accordance with the Scheme Rules and HMRC requirements.

17.2 We shall be entitled at our discretion to terminate or suspend the provision of the Services on giving you not less than 20 Business Days' notice (except in an emergency, when we may not be able to give you any notice or if in our opinion you have persistently abused the Services, e.g. by submitting multiple Orders in order to circumvent Market rules in relation to Orders exceeding available Market size). We will not exercise this right unreasonably.

17.3 We reserve the right in the event of termination or suspension of the Services to sell your investments and hold the proceeds in your Account until you give us instructions to Transfer Out or Withdraw (as applicable) the proceeds from your Account.

17.4 Termination will not prevent the completion of transactions which have already started or affect any existing rights or any outstanding obligations.

17.5 If your General Investment Account, ISA, Junior ISA or SIPP remains unfunded i.e. there are no investments or cash held in your Account, for a period of 12 months from it being opened (or such other period of time as we reasonably consider indicates that you do not intend to use your Account) we reserve the right to close your Account and but will always notify you by Secure Message and email before we do so.

18.1 If you want to complain about us or are in any way dissatisfied with the Services we provide you, you should contact us at the address provided in the contact details section at the end of these Terms. You can find further information on the complaints procedure for your SIPP in the SIPP Key Features and for your ISA, or Junior ISA in the ISA Key Features or for your General Investment Account in the FAQ's on the Website.

18.2 If you are not satisfied with our response to your complaint, you may be able to refer your complaint to the Financial Ombudsman Service or, in the case of your SIPP, the Pension Ombudsman.

19.1 The Products are covered by the Financial Services Compensation Scheme ("FSCS"). We can provide you with further information about the FSCS compensation arrangements (please contact us at the address provided in the contact details section at the end of these Terms) or you can visit the FSCS website at www.fscs.org.uk.

19.2 The compensation arrangements in relation to non-UK investments may differ from those in the UK. If in any particular case, you would like further information, you should contact the financial services regulator or equivalent body in the relevant jurisdiction.

20.1 The Agreement shall be deemed to have been made in England and shall be governed by and construed in all respects in accordance with the laws of England each of us submit to the exclusive jurisdiction of the English courts. However, if You are resident in Scotland or Northern Ireland you may also bring proceedings in Scotland or Northern Ireland, as applicable.

20.2 Except for the rights expressly or implicitly afforded to Our employees, agents, Associates and Third-Party Service Providers, no person other than Us and You shall have rights under the Agreement pursuant to the Contracts (Rights of Third Parties) Act 1999. We do not need the consent of any third party to vary the Agreement or exercise any of our rights under or relating to the Agreement.

20.3 If any of the terms included in these Terms is held by any Competent Authority to be unenforceable or invalid in whole or in part, the validity of the other provisions of these Terms and the remainder of the term in question shall not be affected by such invalidity.

20.4 If We delay or fail to exercise any of Our rights or remedies under this Agreement, it will not amount to Us waiving our right to do so at a later time.

20.5 We may engage Third Party Service providers or Associates to provide the Services. We will exercise reasonable skill and care when selecting, monitoring and periodically reviewing any Third-Party Service Providers We engage but will not otherwise be responsible for their default or other acts or omissions. The engagement by Us of any Associate shall not affect Our liability under the terms of the Agreement.

20.6 The Services are subject to legislation and regulation in the UK and are therefore primarily marketed and targeted at consumers in the UK.

In these Terms, the following words shall have the specific meanings set out below: