Investment Terms & Conditions

Investment

Terms & Conditions

Version 2020.1 (Eective from 25 February 2020)

Wealthify Investment Terms

Set out below are important summary points of the Wealthify ISA, Junior ISA and GIA investment products.

These summary points are for your reference only and you should read all the documents before you proceed.

a. This document defines your Wealthify investments and your relationship with us and the custodian,

WBS. It should be read in full and in conjunction with the Wealthify Customer Agreement.

b. We do not provide financial advice. This means that we do not recommend an investment type or

investment style for you and you are responsible for making these decisions.

c. Offering you an investment product is at our discretion and all customers are subject to a suitability

assessment at onboarding and periodic reassessment thereafter.

d. All customers will be subject to anti-money laundering checks at onboarding and periodic reassessment

thereafter. These checks will include proof of identity and address via bank details provided to us and

other electronic means.

e. Weathify Limited is authorised and regulated by the Financial Conduct Authority.

Risk Warning: Please remember that the value of your investments can go down as well as up and you could get

back less than you invested. The tax treatment of your investment will depend on your individual circumstances

and may change in the future. If you’re unsure whether investing is right for you, please seek financial advice.

Please download this agreement and read through it. If you have any questions at all, please get in touch by

phone, live chat or send us a secure Wealthify Message.

Best wishes,

Team Wealthify

Table of Contents

SECTION I – WEALTHIFY INVESTMENT TERMS ..................................................................................... 2

1 IMPORTANT INFORMATION ............................................................................................................ 2

2 EXECUTION ....................................................................................................................................... 2

3 ELIGIBILITY ......................................................................................................................................... 2

4 ISA ACCOUNTS.................................................................................................................................. 2

5 JISA ACCOUNTS ................................................................................................................................ 3

6 CANCELLATION ................................................................................................................................ 4

7 TERMINATION ................................................................................................................................... 5

8 FUNDING YOUR WEALTHIFY PLAN ................................................................................................. 5

9 TRANSFERS ........................................................................................................................................ 6

10 WITHDRAWALS .................................................................................................................................. 6

11 CASH PARK ........................................................................................................................................ 6

12 POOLING ............................................................................................................................................ 7

13 FEES AND CHARGES ......................................................................................................................... 7

14 TAX ..................................................................................................................................................... 7

15 INTEREST ............................................................................................................................................ 7

16 COLLECTION OF INCOME ................................................................................................................ 8

17 ACCOUNT REMEDIATION ................................................................................................................ 8

18 UNCLAIMED MONEY ........................................................................................................................ 8

SECTION II – WINTERFLOOD BUSINESS SERVICES TERMS AND CONDITIONS ................................. 9

SECTION I – WEALTHIFY INVESTMENT TERMS

1 IMPORTANT INFORMATION

1.1 These Wealthify Investment Terms and Conditions (“Investment Terms”) must be read in conjunction with the Wealthify

Customer Agreement.

1.2 Services referred to in these Investment Terms concern Individual Savings Accounts (“ISA”), Junior Individual Savings

Accounts (“JISA”) and General Investment Accounts (“GIA”), collectively the “Investment Services”.

2 EXECUTION

2.1 We have entered an agreement with WBS to provide execution services to you on our behalf.

2.2 We have arranged for WBS to provide custody services to you, in accordance with instructions submitted by Wealthify on

your behalf. You agree to Wealthify providing such instructions to WBS on your behalf and acknowledge that such custody

services are provided to you by WBS subject to, and in accordance with, the terms set out in section II.

3 ELIGIBILITY

3.1 To open an investment product the following eligibility applies:

• To open an Investment ISA, you must be over 18, a UK tax resident and not funded an Investment ISA (other than a

Lifetime ISA) with another provider in the current tax year or exceeded your £20,000 annual ISA allowance.

• To open a Wealthify Junior Stocks & Shares ISA, you must be the parent/guardian of the child and your child must be

under 18 years old and live in the UK.

• To open a General Investment Account, you must be over 18 and a resident of the UK or Channel Islands.

4 ISA ACCOUNTS

4.1 Wealthify offer Investment ISA accounts (also known as Stocks & Shares ISA).

4.2 You subscribe to an Investment ISA for the current tax year and each subsequent tax year by sending funds from your bank

or transferring a current tax year ISA.

4.3 You can only subscribe to one Investment ISA within each tax year.

4.4 The maximum amount that can be added to an Investment ISA in each tax year is prescribed by the ISA Regulations.

4.5 This agreement will commence on the day we have both a valid application and receipt of your first subscription, or where

you are transferring to us from another ISA manager, on the day we have both a valid transfer application form and receipt

of the proceeds of transfer from your previous ISA manager.

4.6 You authorise us to disclose to HMRC all such information as required by law. We will notify you if, by reason of any failure

to satisfy the provisions of the Regulations, your Investment ISA becomes void.

4.7 At your request, we will transfer all or part of your ISA investments (with the associated rights and obligations) to another

ISA manager, subject to HMRC's ISA transfer rules.

4.8 This is not a flexible ISA product, so if you withdraw funds from your ISA, that portion of your allowance remains used up.

5 JISA ACCOUNTS

5.1 A person over the age of 18 who has parental responsibility for an eligible child can open a Wealthify JISA on behalf of

that eligible child and will be the registered contact for that Account.

5.2 The Wealthify JISA will be opened in the name of the JISA holder who will be the beneficial owner of all assets in the

Wealthify JISA.

5.3 You must inform us without delay if a JISA holder ceases to be an eligible child for any reason.

5.4 A JISA holder may only hold one stocks and shares Junior ISA at any one time. If you have any reason to believe that the

JISA Regulations may have been broken (e.g. by opening two Junior ISAs of the same type) you should telephone the HMRC

Savings Helpline on 0300 200 3312.

5.5 There may only be one registered contact in relation to a Wealthify JISA at any one time. The registered contact may be

changed provided that:

• the proposed new registered contact has parental responsibility for the eligible child; and

• the existing registered contact has consented to the change, except in certain circumstances e.g. the existing registered

contact has died or cannot be contacted.

For more information on how to change a registered contact please contact us.

5.6 If we become aware that a registered contact [who is not the JISA holder] does not have parental responsibility for the JISA

holder we will not be able to accept instructions from them and they must be replaced by a new registered contact who

does have parental responsibility as soon as reasonably practicable.

5.7 If you want to open a JISA for a child who was born between 1 September 2002 and 2 January 2011 who holds a Child

Trust Fund, you can transfer the Child Trust Fund to us from another manager. The value of the Child Trust Fund must have

first been converted into cash. The transfer date will be agreed between us and the manager of the Child Trust Fund and

will allow us a reasonable period of time to complete the transfer but in any event within 30 Business Days.

5.8 When the JISA holder reaches the age of 18 we will no longer accept any payments into the Wealthify JISA which will be

converted to a replacement "adult" ISA. The Wealthify JISA will be closed. The replacement adult ISA will be subject to

the terms and conditions prevailing at the time. We will continue to manage the Plan in line with the selected investment

style, but no additional payments will be accepted, and no changes will be acted on unless and until the replacement adult

ISA holder has:

• provided evidence of their identity (name, address and national insurance number) and Wealthify has verified that

identity to its satisfaction; and

• accepted the ISA Declaration for the adult ISA.

5.9 Subject to Wealthify being satisfied that clause 5.8 has been complied with, the JISA holder may make withdrawals from

their Plan at any time after their 18th birthday.

5.10 In accordance with the ISA Regulations, no withdrawals may be made from the Plan before the JISA holder's 18th birthday

unless the JISA holder has died or is terminally ill as follows:

• If the JISA holder is terminally ill and a terminal illness claim has been agreed with HMRC in accordance with the ISA

Regulations (although Wealthify reserves the right to make its own checks) ; or

• If the JISA holder dies and a certified copy of the death certificate or the Coroner's interim certificate is presented.

5.11 The investments held in the JISA which arose before the JISA holder's death will continue to benefit from the tax

advantages afforded to junior ISA.

5.12 No further payments can be accepted into the JISA after the death of the JISA holder.

5.13 The JISA will be closed in the following circumstances:

• When we are notified of the death of the JISA holder and given the evidence referred to in clause 5.10;

• Where all the investments in the JISA are transferred to another ISA manager in accordance with all Applicable Law;

• If all the investments in that JISA have been withdrawn following acceptance of a terminal illness claim by HMRC;

• On direct instruction from HMRC that the JISA is void; or

• If the Plan no longer qualifies for Junior ISA status.

6 CANCELLATION

6.1 You have a period of fourteen (14) calendar days, beginning on the date on which you accept these Terms to cancel your

Account. If you wish to do this, you will need to provide us with clear notice in writing of your decision to cancel the Terms,

which notice must be provided to us, and acknowledged by us as received, prior to the end of the 14-day cancellation

period. You are not required to give us any reason for exercising your right to cancel.

6.2 Wealthify will sell any investments made on your behalf but will not be responsible for any market loss that you may incur

as a result of your cancellation.

6.3 If you cancel these Terms within the cancellation period, we will refund any relevant fees received by us pursuant to these

Terms (in the event of full cancellation), except that you agree that the following will be paid if and to the extent applicable:

• for any Service provided by us in accordance with these Terms and our Interest and Charges Schedule, where you have

expressly requested such performance (such as, for example, where we have provided custody of your assets and are

due a custody fee in accordance with the Interest and Charges Schedule);

• for any loss under a contract caused by market movements that we would reasonably incur in cancelling it, as any such

market movements will be outside of our control; and/or

• for any other fees or charges due to us.

6.4 If you cancel more than fourteen (14) calendar days after the date that the Terms become effective, you will not be refunded

any associated fees.

6.5 It is important that you are aware that all instructions to buy or sell investments which are pending at the time of receipt

of your notice to cancel, will be binding.

7 TERMINATION

7.1 You may close your Account and terminate this Agreement at any time by contacting us directly or closing your Account

on our website. We will notify WBS of your decision to terminate the Agreement.

7.2 Subject to any other provisions in these Terms, the process of closing your Account shall be as follows:

• we will close the Account as instructed;

• we will return any cash held in the Plans; and/or

• we will transfer your investments to another regulated financial services firm as nominated and instructed in

accordance with these Terms; or

• we will sell your investments and return the cash proceeds from such sale, if told to do so.

7.3 You are entitled to close and/or transfer any New Stock and Shares Individual Savings Account ("NISA") holdings opened

in your name by WBS whenever you want, in part or in full in accordance with paragraph 6 of Appendix A of the WBS terms

as set out in Section II of these Terms.

7.4 Termination of this Agreement by us or you shall not affect any rights or obligations which have already arisen, for example

to settle transactions effected prior to the date of termination and/or to satisfy any liabilities or obligations owed to us.

This shall include the making of any payments due, in respect of which we shall be entitled to retain any of your monies

or assets and apply them to or towards satisfaction of such liabilities and obligations. We shall also continue to have the

right to disclose information, where required, to a UK or overseas regulator.

8 FUNDING YOUR WEALTHIFY PLAN

8.1 Wealthify have a minimum Plan size of £1 under these Investment Terms. You cannot invest in a Plan with less than this

amount.

8.2 You can add to your Plans regularly with payments of £1 or more.

8.3 We accept payments via bank transfer or Direct Debit. We do not accept payments made by credit or debit cards under

these Investment Terms.

8.4 You must fund your Wealthify Account using the bank account which you used when you signed up to Wealthify.

8.5 Wealthify may accept payments from other bank accounts at our discretion however any account used must be in the name

of the Wealthify account holder.

8.6 Any new funds paid into a Plan may not be traded on if they are within our cash tolerance.

8.7 If you pay by direct debit, your payment will be processed by a 3rd party that is subject to the Payment Services Regulations.

These payments typically take up to 5 business days to reach us (with a maximum of 10 business days), during this time

the money is held by the relevant service provider in an account protected by the relevant regulations.

8.8 If you cancel a direct debit payment after we have claimed or received the funds, we will return the money and debit your

Plan. If we need to sell some of your assets to settle amounts outstanding on your Account, we will do so, and you may

incur a profit or loss. If your Account becomes overdrawn, we will ask you to settle that overdraft, and you agree to do so

within a reasonable period.

9 TRANSFERS

9.1 You may transfer to us an ISA or JISA held with another ISA or JISA manager for us to manage in accordance with these

Investment Terms. You can transfer all or part of an ISA or JISA from any previous tax years to your Plan but if you are

transferring the current tax year's ISA or JISA into your Plan you must transfer the full value.

9.2 Please contact us for instructions on how to apply for a transfer. The value of the existing ISA or JISA must have first been

converted into cash. That means that the proceeds from selling your existing investments will usually be out of the stock

market for a period of time until it is invested in a Wealthify Plan. The transfer date will be agreed between us and the

manager of the existing ISA or JISA and will allow us a reasonable period of time to complete the transfer but in any event

within 30 Business Days of the date we receive your written instruction.

10 WITHDRAWALS

10.1 When making a withdrawal from a Plan it must be at least £1.

10.2 Following a withdrawal the value of your Plan must be at least £1 (one pound). If the Plan value falls below £1, you will

need to close your Plan.

10.3 Withdrawals will typically be paid out to you within ten (10) Business Days.

10.4 We seek to invest in only very liquid investments so that we can process withdrawals quickly. In the rare event that we

cannot sell down your investments immediately, we will send you back all the money available, with the rest to follow

when the remaining sale(s) can be completed.

10.5 When you request a withdrawal, the amount displayed is an indicative amount only. Due to investment price fluctuations

between the time that you place the request and the time that you sell, the actual amount you receive may differ slightly.

11 CASH PARK

11.1 Wealthify offers a Cash Park facility as a Service, which allows cash (in pound sterling) to be held (parked) separately from

invested funds and any associated investment risk.

11.2 Cash Park is only available to Customers who hold a Plan with £100 or more invested.

11.3 Cash Park is intended as a short-term solution against movement in the investment market and you acknowledge that it

is not a cash deposit account nor a Cash ISA.

11.4 Parked cash is not invested and will not benefit from any improvements in the market nor earn any interest.

11.5 Any parked cash will still count towards your annual ISA allowance.

12 POOLING

12.1 We will pool (aggregate) your transactions with those of other customers without seeking prior agreement from you. We

will only do so where we believe that this is unlikely to disadvantage your overall position, although it may do so in

relation to any specific order.

13 FEES AND CHARGES

13.1 Wealthify’s standard fees and charges are set out in Appendix 1 within the Wealthify Customer Agreement.

13.2 Where your Plan does not hold sufficient cash to pay fees, Wealthify will be entitled to sell investments to the extent

necessary to cover outstanding amounts due.

13.3 If the total value of your Plan is too low for us to be able to take a fee (i.e. if our fee would be less than £0.01), you will

not be charged a management fee.

13.4 Annual fees and fund fees will not be charged on money whilst it is held in our Cash Park. Transaction fees will be

charged each time money is moved in or out of Cash Park.

13.5 Where we invest in Collective Investment Schemes we may receive a commission from the manager of the Collective

Investment Scheme invested in. In such circumstances we will credit your Plan with the amount of the commission.

14 TAX

14.1 All tax matters relating to your own tax position are your own responsibility and we have no liability towards you

regarding your personal tax position.

14.2 If you are a resident of the UK and are investing with us, your investments will be subject to the UK taxation regime. For

UK residents invested in a non-ISA account (‘Regular Plan’), where applicable, tax will be deducted from funds we invest

in by the fund provider.

14.3 If you are resident outside of the UK, where it is possible for us to access gross share classes of funds we invest in on

your behalf, you will receive gross returns. It is your responsibility to declare and pay any tax that may be payable on this.

15 INTEREST

15.1 Interest is not payable on cash balances held in your Plan or for money held in the Cash Park.

16 COLLECTION OF INCOME

16.1 Wealthify will oversee the collection of income and payment of dividends, which is carried out by WBS.

16.2 In accumulation Plans, income will be reinvested at the discretion of the investment management team.

17 ACCOUNT REMEDIATION

17.1 In rare cases when minor remedial action is needed on your Account, we reserve the right to pay small balances to a

registered charity of our choice. This will never be an amount greater than fifty (50) pence.

18 UNCLAIMED MONEY

18.1 After you close your Account it is possible that further monies may reach your Plans (for example, a late dividend

payment). Where the balance on any individual Plan is £10 or greater as a result of late monies being received, we will

hold that money for a period of six years during which time we will make reasonable attempts to contact you in

accordance with the FCA Rules. After six years we will make further efforts to contact you and let you know that we no

longer intend to continue to hold the money and intend to transfer it to a registered charity of our choice unless you let

us know what you would like us to do with it. If we receive no response, we shall be entitled to no longer treat that

money as client money in accordance with the FCA Rules and shall pay it to charity. If you subsequently make a valid

claim for the money, we will still pay it to you.

18.2 If the balance on your Account following receipt of late monies is less than £10, either as a single Plan or a collection of

Plans, six months after your Account has been closed, we reserve the right to pay that small balance to a registered

charity of our choice.

WBS RETAIL CLIENT TERMS AND CONDITIONS

TERMS AND CONDITIONS OF BUSINESS

DEALING AND CUSTODY SERVICES

FOR RETAIL CLIENTS

Effective from January 2019

CONTENTS:

- Key Points

1. Introduction

2. Services

3. Fees, Charges and Expenses

4. Representations and Warranties

5. Risk Warnings

6. Compensation Scheme and Complaints

7. Termination

8. Legal and Regulatory

Appendix A: NISA Investment Account - Additional Terms

Appendix B: SIPP Investment Account – Additional Terms

Appendix C: Glossary

Appendix D: SIPP Investment Account – Additional Terms for Trustees

Appendix E: Corporate Clients – Additional Terms for Corporate Clients

Appendix F: JISA Investment Account – Additional Terms

THIS IS AN IMPORTANT DOCUMENT AS IT FORMS PART OF A LEGAL CONTRACT AND YOU

MUST TAKE TIME TO READ IT AND UNDERSTAND ITS CONTENTS. YOU SHOULD TAKE

INDEPENDENT LEGAL ADVICE IF THERE IS ANYTHING IN THESE TERMS THAT YOU DO NOT

UNDERSTAND AND YOU SHOULD ONLY GIVE (OR PERMIT YOUR REPRESENTATIVE TO GIVE

ON YOUR BEHALF) ORDERS OR INSTRUCTIONS TO US OR GIVE US ASSETS AND/OR CASH

UNDER THESE TERMS IF YOU WANT TO BE LEGALLY BOUND BY THEM.

KEY POINTS:

These key points are not a substitute for reading the details of these Terms and you must familiarise yourself with

all aspects of the Terms that apply to the Services provided to you hereunder.

Definitions.

Words which begin with a capital letter have a specific meaning, which is explained in Appendix C (Glossary of

Defined Terms). In addition, in these Terms:

• “you” and “your” (and where appropriate “account holder” and “customer”) mean any person(s) entering

the Terms with us and, where applicable, your Representative and/or duly authorised legal personal

representatives and successors; and

• “we”, “us”, “our” and “WBS” mean Winterflood Business Services which is a trading name of Winterflood

Securities Limited.

Our relationship.

Your relationship with us is governed by the whole of this document, including any appendices and any other

documents referred to in these terms (as listed below), in each case as may be amended and/or supplemented from

time to time (together the “Terms”).

Please ensure that you are in possession of any documents referred to in these Terms and inform us if any

documents are missing. If there is any part of these Terms (or any other document referred to in these Terms)

which is unclear, you should contact us through your Representative. Other important documents that form part

of these Terms include our:

• Execution Policy;

• Interest and Charges Schedule;

• Conflicts of Interest Policy;

• Complaints Policy; and

• Privacy Policy.

These documents may be viewed via your Representative’s Website. The Terms should all be available for you

in printable format. If they are not, please contact your Representative.

These Terms replace in their entirety any previous versions provided by us to you.

Your legal and tax obligations

You have sole responsibility for complying with any Applicable Law and the management of your tax affairs.

You confirm that you have been and are compliant with all tax declarations and reporting obligations relating to

the investments or money held in your Investment Account(s) and any income or gains they produce.

The value to you, and the effects on you, of some of our Services may depend on your tax status and you should

take your own tax advice to ensure the Services are appropriate for you. We will not provide you with that advice.

In some jurisdictions, we may be required to pass information about you to tax authorities, or deduct withholding

taxes from any interest or income we pay or pass on to you. You may be unable to reclaim all or some withholding

taxes as your assets will be held in a pooled account.

Investment risks

There are risks involved in any investment activity. The general risks include:

• the value of your investments and any returns they deliver are dependent on the financial markets which can

be unpredictable;

• fluctuations in foreign exchange rates may cause the value of your investments to decrease;

• some investments may be difficult to sell at a price or within the time required by you;

• the tax treatment of an investment may change including in relation to any tax efficient investments; and

• use of borrowing to make investments will result in you having to return the amount borrowed, together with

interest.

Please take time to read clause 5, which contains information on some of the general risks of investing and the

nature and risks of particular types of investments.

Please note that in no circumstances does or will WBS provide advice or recommendations on investments.

If you have any questions regarding your investments, including the risks associated with investing in a

particular product or market, you should consider seeking independent advice from a suitably qualified

professional advisor. This might include, but may not be limited to, financial advice and tax advice.

Changes to these Terms or the Services

We can change the provisions of the Terms from time to time for various reasons which we have set out in clause

8.1.5, including to comply with a new law or introduce a new product. Clause 8.1.5 also sets out the notice periods

we will give you in advance of any changes.

We can also stop providing services by giving you advance notice, or, in certain circumstances (for example where

you are in breach of these Terms), without giving you notice. Clause 7 sets out what these notice periods are.

Our regulators may also have powers to alter our ability to provide services to you.

Your other obligations

You must provide us (whether via your Representative or directly) with your national personal identifier(s) (for

UK residents this may be your National Insurance number). We will not be able to trade for you without this.

You must update us as soon as possible with any changes in your status or information such as your name, address,

contact details, employment status, financial circumstances, national personal identifier, changes to people who

you authorise to operate your Investment Account or changes that are relevant to your tax status such as changes

to your tax residence.

It may take time to act on instructions and we may need to clarify instructions, so you should always instruct us

(whether via your Representative or directly) in sufficient time to meet any deadlines.

Other important information

Although we will contract directly with you under these Terms, we will provide the Services to you via (including

without limitation upon the instructions of) your Representative. Therefore, you should be aware that:

• you have a separate agreement in place with your Representative for the provision of discretionary

investment fund management and other services (“Representative Agreement”);

• the services that we provide to you under these Terms are entirely separate from those provided by your

Representative under the Representative Agreement; and

• we are not a party to the Representative Agreement and accordingly will not be responsible, and shall have

no liability whatsoever, for the provision of services by your Representative or the contents of the

Representative Agreement.

For some financial products, you may have a cooling off period in which you can change your mind and cancel

the investment. We also draw your attention to the cancellation rights at clause 2.2.8 of these Terms.

Where we delegate or outsource a function to a third party when providing a service to you (such as custody of

your investments) we may not be liable for certain losses caused by that third party (unless we have been negligent

in appointing that third party).

Clause 8.9 is a summary of how we use your personal information. For full details please refer to our Privacy

Policy which is available via the Representative’s Website.

Provision of information by electronic means

Where we are required to provide information, data and documents in a durable medium, you acknowledge and

agree that it is reasonable and appropriate for us to provide you with such information, data and documents via

the Representative’s Website and specifically consent to us providing you with information, data and documents

in this way. Notwithstanding the foregoing, hard copies can also be obtained upon request (which may be placed

via your Representative).

Complaints

If you have any questions or complaints, please get in touch with your Representative.

If we are unable to meet our obligations to you, you may be entitled to compensation. Further information on

complaints, compensation and access to the Financial Ombudsman is contained at clause 6.2.

How to contact us

If you have any general queries or questions, please get in touch with your Representative.

You can also contact us with any questions about these Terms or our Services by:

• Calling us on +44 (0)203 100 0130; or

• Writing to us at Client Services, Winterflood Business Services, The Atrium Building, Cannon Bridge

House, 25 Dowgate Hill, London, EC4R 2GA.

1. INTRODUCTION

1.1 About us

We are Win

terflood Business Services, a division of Winterflood Securities Limited (company number 2242204).

Our registered office is at The Atrium Building, Cannon Bridge House, 25 Dowgate Hill, London, EC4R 2GA.

Winterflood Securities Limited is wholly owned by Close Brothers Group plc.

Winterflood Securities Limited is a financial services firm and is authorised and regulated in the United Kingdom

by the Financial Conduct Authority (“FCA”) for the conduct of investment business and custody services in the

United Kingdom. Our FCA reference number is 141455.

The FCA can be contacted at 12 Endeavour Square, London E20 1JN. More information on the FCA can be

found at https://www.fca.org.uk/.

1.2 About you

Eligibility. We provide the Services only to residents of the United Kingdom (or the “UK”, being residents of

England, Scotland, Wales and Northern Ireland but not including Jersey, Guernsey or the Isle of Man), who are

over the age of 18, although we may agree on a case by case basis to provide the Services to UK residents who

subsequently leave the UK. If you will no longer be a UK resident, you must inform us via your Representative

promptly in writing prior to your move outside the UK as there may be certain restrictions placed on your account.

Services are not provided to US Persons. Additional criteria are set out elsewhere in these Terms, including at

Appendix A, B, D and E, and may also be determined at the point of application which shall occur via your access

to the Representative’s Website.

Client Classification. For the purpose of the FCA Rules, which require us to categorise our customers into groups

so that we can treat them according to their level of knowledge about investments, we will treat you as a Retail

Client in accordance with the FCA’s client categorisation criteria unless you request a different categorisation.

Requesting a different categorisation may result in the loss of certain regulatory protections. We are not obliged

to accept any such request, however where we do so, we will provide you with a written notice of protections lost.

If you are acting as agent for someone else, we will treat you alone as our client for the purposes of the FCA Rules

and you will be liable, in addition to that other person, in respect of any transactions we enter into with or for you.

1.3 Your Representative

We acknowledge and you agree that you have appointed Wealthify Limited as your Representative (as defined

herein) for the purpose of these Terms. You agree that your Representative is authorised by you to bind you to

these Terms, to give us instructions and Orders on your behalf (on which we may act and rely under these Terms),

and to perform all obligations and to exercise all rights required or entitled to be performed by or for you (as the

case may be) under these Terms. All references to you in these Terms shall therefore automatically include a

reference to your Representative. Please be aware that in most day to day business all your dealings with us will

be through your Representative. However, in unusual circumstances, such as in the unlikely event of your

Representative becoming insolvent, for example, you will need to deal with us directly under these Terms.

1.4 Representative’s Website

You will access the Services via the website at www.wealthify.com

, which is managed and operated by your

Representative (“Representative’s Website”).

1.5 Commencement

Once your application has been accepted, a contract will be formed between you and us and these Terms will

come into force. You will be deemed to agree that the Services, including the execution of any Orders received

from you or from a Representative on your behalf, will be provided on the basis of these Terms.

2. SERVICES

2.1 Services

2.1.1 We will provide you with an execution-only dealing service together with related settlement and custody

services (each a “Service” and together the “Services”). The Services are made available to you via the

Representative’s Website and enable you to deal, manage and view your investments online, based on your

investment choices. We will hold and administer your investments acquired through the Service for you in an

Investment Account. You will select your investments and carry out all dealing through your Representative.

2.1.2 All transactions will be undertaken on an “execution-only” basis. Execution-only services are provided

by us when we execute trades on your behalf but without providing advice or personal recommendations. We do

not provide advice or recommendations on investments and will not advise you about the merits of a particular

transaction, any corporate action or the composition of your Investment Account. We will not have any discretion

in relation to your Investment Account and will act for you only in accordance with instructions given by you or

your Representative to us, and will not seek your further instructions, either before or after effecting the transaction

on your behalf. Where an execution-only Order is accepted by us we are not responsible for ensuring the

investment is suitable for you.

2.1.3 If you or your Representative instruct us to enter into an execution-only transaction in relation to shares

that have been admitted to trading on a Trading Venue or an equivalent venue in a country outside the European

Economic Area, money market instruments, bonds or other forms of securitised debt, units in a UCITS fund or

other “non-complex” financial instruments (as defined in the FCA Rules) and if we enter into such a transaction

then:

(a) we shall not have any duty to advise you in respect of either that execution-only transaction or any

subsequent or potential sale of any asset acquired under that execution-only transaction; and

(b) we are not responsible for assessing the suitability and/or appropriateness of that execution-only

transaction in the context of your investment objectives.

2.1.4 Where your Representative instructs us to enter into an execution-only transaction in an investment that

is not of the kind described above (i.e. one that is a complex financial instrument in accordance with the FCA

Rules) we will not assess whether the transaction is suitable and/or appropriate for you and will instead rely on

the recommendation made by your Representative (to the extent permitted under the FCA Rules).

2.1.5 You shall not instruct us to enter into an execution-only transaction in respect of complex financial

instruments.

2.1.6 The provisions of this clause 2.1 shall be without prejudice to our general right to refuse to execute

Orders or instructions.

2.1.7 When providing execution-only services, where we disclose the target market for a particular product to

you (via your Representative) it is your Representative’s responsibility to verify that you fall within the target

market criteria disclosed by us for the product and we will not be responsible for undertaking this assessment.

2.1.8 These Terms are in English and we will communicate with you in English.

2.2 Your Account

2.2.1 Access to the Services. The Services should be accessed via your Representative’s Website where,

following registration, you will be provided by your Representative with a password which you should keep safe

and secure at all times. Please note you should be asked to change your password the next time you log in to the

Representative’s Website.

2.2.2 Security. You should ensure that you keep your access information confidential and secure and you must

notify us via your Representative immediately if you think any aspect of the security of the Service has been

compromised in any way (for example, if your Password becomes known to a third party). You should use a

“strong”, unique password which cannot be guessed by another person and you should not use the password for

any other purpose. We refer to the website at

https://www.cyberstreetwise.com/passwords which relates to a UK

government campaign for on-line safety behaviour and contains some general guidance as to what might constitute

a “strong” password.

2.2.3 Portfolios. We provide a choice of three different types of Portfolio: a Single Portfolio, a Joint Portfolio

and a Corporate or Trust Portfolio. Within these Portfolios, different types of Investment Account may be opened

and held as follows:

(a) Single Portfolio: a Single Portfolio is one that is in your sole name, where only you or your

Representative on your behalf may instruct us and where you are the sole beneficiary in respect of the

assets in the Portfolio.

A Single Portfolio may contain the following types of Investment Account:

(i) General Investment Account (“GIA”): this type of Investment Account is subject to the UK tax

regime rules but is not subject to additional rules (such as may apply to NISAs, JISAs and

SIPPs); and/or

(ii) New Stock and Shares Individual Savings Account (“NISA”); and/or

(iii) Junior Individual Savings Account (“JISA”).

Please note that we only operate stocks and shares NISAs and JISAs under these Terms and not cash

NISAs or JISAs.

Please see the supplemental NISA Terms at Appendix A of these Terms and/or the supplement JISA

Terms at Appendix F of these Terms.

(b) Joint Portfolio: a Joint Portfolio is one that is in the name of two or more persons (as indicated on your

online application form via your Representative’s Website) and is administered on a joint ownership

basis. This means the assets are held without division by two or more persons. It also means that upon

the death of one account holder, the ownership of the assets in the Joint Portfolio automatically passes to

the surviving account holder(s), who shall have full authority over the account. If it is agreed that you

may open a Joint Portfolio, unless the Investment Account is opened by a Representative on your behalf,

WBS requires all Joint Portfolio holders to open an Investment Account online via an invitation from the

primary account holder.

All parties to the Investment Account(s) in the Joint Portfolio are customers under these Terms

and will be held jointly and severally liable for all obligations under these Terms, which means

that we can demand repayment of the full amount due from any or all of you, and not just a

proportion from each of you, even if you personally were not aware of the debt. Once the Joint

Portfolio is open, we are entitled to accept instructions or Orders from any party named on the Investment

Account(s), which will be issued via the Representative, and any action taken as a result of these

instructions or Orders will bind all Joint Portfolio holders. If we become aware that conflicting

instructions have been given by or on behalf of any Joint Portfolio holders by a Representative, we

reserve the right where practicable to suspend any or all activity on the relevant Investment Account(s)

until the conflict is resolved.

A Joint Portfolio may only contain a GIA.

to provide the Services, we will accept instructions or Orders from and give notices and other

communications to, the relevant nominated contact person(s) (which may include a Representative) who

may be chosen when the Investment Account(s) are set up on-line. Instructions or Orders from the

nominated and authorised contact person will bind the trust or company.

If you are a trust and we have agreed to provide you with Services under these Terms, then all of the

trustees of the trust account are customers under these Terms and not the beneficiaries of the trust. You

must also inform us promptly when a trustee dies or retires, as in this event, the remaining trustees

continue to be bound by these Terms.

A Corporate or Trust Portfolio may only contain a GIA.

2.2.4 SIPP Investment Account. If you have invested in a SIPP, this will be independently set up, operated

and managed by your SIPP Administrator and/or Trustee (as the case may be). These Terms only govern the

provision by WBS of Services to enable you to view how your SIPP is doing, to trade on investments in your

SIPP Investment Account (which you will open with us under these Terms) and to provide custody in respect of

the assets in the SIPP Investment Account. We are not responsible for the operation, management and/or

administration of your SIPP.

Please see the SIPP Investment Account – Additional Terms at Appendix B.

2.2.5 SIPP Investment Account – Additional Terms for Trustees. If you act as Trustee in relation to a SIPP

these Terms, as amended by Appendix D (Additional Terms for Trustees) will govern the provision by WBS of

Services to you.

Please see the SIPP Investment Account – Additional Terms for Trustees at Appendix D.

2.2.6 Corporate Clients – Additional Terms for Corporate Clients. If you are a firm, body corporate,

unincorporated association, partnership, limited liability partnership or joint venture or other similar entity (other

than a Trustee in relation to a SIPP), these Terms as amended by Appendix E (Additional Terms for Corporate

Clients) will govern the provision by WBS of Services to you.

Please see the SIPP Investment Account – Additional Terms for Corporate Clients at Appendix E.

2.2.7 Anti-money laundering. We are required to comply with UK anti-money laundering law, sanctions and

other applicable law and regulations aimed at fighting terrorism and financial crime. In order to comply with

Applicable Law, we operate robust authentication procedures to verify the identities and permanent addresses of

our customers and any authorised representatives, or we may outsource this obligation to a suitable third party to

perform on our behalf. In performing this function, you agree to provide certain documents and personal details

prior to registering to use the Service, and/or prior to any sale or purchase of shares on an unregistered basis. We

will use the personal information you supply to carry out anti-money laundering, counter-terrorism and sanctions

checks. As part of these checks we will use the personal information you supply together with information we

have collected or obtained from third parties (as further described below), including without limitation information

from the electoral register, for the purpose of verifying your identity and the accuracy and completeness of the

personal information you have supplied. We may also need to send your personal information to third parties in

order to carry out these checks, including your Representative, fraud prevention agencies and/or credit reference

agencies. In the event that these checks fail to meet our requirements, or if we have other concerns, you may be

asked to provide further documents or information (including physical forms of identification and original copies).

If at any time verification of identity of all relevant parties remains outstanding, we will refuse to accept

payment, dealing instructions (including the carrying out of any Orders) or any withdrawals of capital,

unless and until the identity checks have been satisfactorily completed, or we may terminate these Terms

upon notice to you in accordance with clause 7.

You have the right to request details of the sources of information and the third parties from whom we obtain, and

to whom we transmit, information about you by written request to our Compliance Officer at the address set out

in the Key Points section at the beginning of these Terms.

If it is agreed that you may open a Corporate or Trust Portfolio, we may be required to identify and, if necessary

verify, the identity of other related parties such as the beneficial owners of the account and not just a party named

as the account holder.

2.2.8 Cancellation Rights: Distance Contracts. Where we enter into these Terms with you at a “distance”

(meaning where we have no face to face physical contact with you which includes via the Representative’s

Website), you may be entitled to certain additional cancellation rights which are separate from the standard

termination arrangements at clause 7. Where this is the case, you may cancel these Terms and/or any or all

Investment Account(s) at any time within the first 14 calendar days of entering into these Terms and/or of

opening the relevant Investment Account(s). If you wish to do this, you will need to provide us via your

Representative with clear notice in writing of your decision to cancel the relevant Investment Account(s)

(if not all of your Investment Account(s)), and this notice must be posted to us prior to the end of the 14 day

cancellation period. You are not required to give us any reason for exercising your right to cancel.

If you do cancel during this period, subject to the below and Appendix B or Appendix D (if applicable), we will,

without undue delay:

(a) close the Investment Account(s) as instructed;

(b) return any cash held in the relevant Investment Account(s);

accordance with these Terms; and/or

(d) sell your investments and return the cash proceeds from such sale, where you have any fractional holding(s)

or we are otherwise instructed to do so.

If you cancel these Terms or any Investment Account(s) (if not all your Investment Account(s)) within the

cancellation period, we will refund any relevant fees received by us pursuant to these Terms (in the event of full

cancellation) or under the relevant Investment Account(s) (if partial cancellation), except that you agree that the

following will be paid if and to the extent applicable:

(a) for any Service actually provided by us in accordance with these Terms and our Interest and Charges

Schedule, where you (including via your Representative) have expressly requested such performance

(including, without limitation, where we have provided custody of your assets and are due a custody

fee in accordance with the Interest and Charges Schedule);

(b) for any loss under a contract caused by market movements that we would reasonably incur in

cancelling it, as any such market movements will be outside of our control; and/or

If you cancel more than fourteen (14) calendar days after the date that the Terms become effective or after the

date the relevant Investment Account(s) were opened, you will not be refunded any associated fees.

It is important that you are aware that all instructions, including those given to us by your Representative, to buy

or sell investments which are pending at the time of receipt of your notice to cancel, will be binding. Please note

that if you have invested in a fund, the sale and redemption of units or shares in the fund will be subject to separate

fund documentation (including the current fund prospectus).

2.2.9 Funding Your Investment Account(s). Once you have opened your Investment Account(s), you may

credit your Investment Account(s) for the purposes of investment. We will accept payment from you electronically

by bank transfer, or by BACS, CHAPS and/or by cheque, or by such other methods as we may agree with you

from time to time (which may include by debit card or direct debit), including with your Representative on your

behalf. Payments into your Investment Account(s) must be from a bank account in your name (or in the case of

a joint account in the name of at least one of the account holders) which has previously been notified to us for this

purpose and has been validated as a legitimate account belonging to you (or in the case of a joint account belonging

to at least one of the account holders). We reserve the right to close any Investment Account(s) and/or terminate

these Terms, without liability, immediately upon notice to you or your Representative in the event of any persistent

or repeated breaches of the requirements set out in this clause 2.2.9.

If we agree to accept payment via direct debit, then any payments to be made into your Investment Account(s)

via this method shall only be made once we are satisfied that you have provided your Representative (which shall

provide a copy to us on demand) with an appropriate and suitably validated direct debit mandate.

2.2.10 Withdrawals. If we receive an instruction from you or your Representative to repay any or all Client

Money held in your Investment Account(s), we will aim to pay your money out within seven (7) Business Days

of receiving your instructions or the instructions provided by your Representative, except that where you owe

money under these Terms, for example money for the settlement of any Orders or for payment of any outstanding

fees to us, we will retain sufficient money to cover your obligations. We will not generally make payments out

to you by cheque unless specifically agreed with you, and we will not make payments out to a third party. All

payments to your UK bank or building society (which shall be in accordance with the information we hold on

record for you) shall be made in Pounds Sterling and it may take up to three (3) Business Days for the money to

clear into your account.

2.3 Your Money

2.3.1 Client Money. Unless otherwise specifically stated in these Terms or as provided under Applicable Law,

your money will be held as Client Money in accordance with the FCA Rules which, among other things, require

us to hold your money in a client bank account which is free of lien and set up with statutory trust status, at an

Approved Bank or CRD Credit Institution. This means we will separate your funds from our own funds and we

may hold your money with the money of other customers in a pooled account, which has been named as a client

bank account.

When selecting which third party bank to use, we will exercise all due skill, care and diligence and will

periodically (at least annually) review the adequacy and appropriateness of any bank where your money is

deposited and of the arrangements for holding your money, in accordance with the FCA Rules. We will not be

responsible for any acts, omissions or default of the third party bank.

If necessary, we may also allow another institution such as an exchange, clearing house, overseas settlement agent

or other intermediate broker to hold or control your money, but only if we transfer your money for the purpose of

a transaction through or with that person or to meet any obligation that you may have to provide collateral (for

example, margin) for a transaction. If we do this and where required to do so under the FCA Rules, we will

endeavour to ensure your money is held as Client Money under the FCA Rules.

In the event of our failure (for example due to our bankruptcy or insolvency), any money held in a Client Money

account by third parties will be segregated from our assets and will not be available to our creditors. However, in

the event of failure of a third party, there may be a number of consequences for your investment which may

include:

(a) UK bank accounts: if we place your money in a UK account with a third party, because your Client

Money will be held with other customers’ Client Money in a pooled Client Money account, in the event

that the third party credit institution or bank holding the money defaults and there is a shortfall, you will

share proportionately in that shortfall with other creditors of the credit institution or bank;

(b) Non-UK bank accounts: in addition to any shortfalls through the pooling of accounts as described above,

where your money is required to be held in a bank located outside the UK, you should be aware that the

legal and regulatory regimes (including any associated protections) that apply to the bank holding your

money may be different to those of the UK. In the event of the bank’s failure, your rights and obligations

may differ and your money could be less secure and treated differently from the position which would

apply if the money were held in a customer bank account in the UK; or

third party in connection with a transaction (for example, to an exchange, clearing house, intermediate

broker or settlement agent, either in the UK or in a jurisdiction outside the UK), your money or

investments may be at risk in the event of the default or insolvency of such third party. The organisation

we pass your money to may hold it in a general account and it may not always 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 and our other customers’ behalf. You realise this means the other

organisation may not pay us enough money to cover the claim of you and all other customers.

2.3.2 Unclaimed Client Money. You consent to us releasing the balance of any unclaimed Client Money held

on your behalf by us from our Client Money bank account and paying the balance to a registered charity of our

choice, in which case we will no longer treat it as Client Money, where:

(a) we have been unable to trace you after taking reasonable steps to contact you as required by the FCA

Rules; and

(b) where the balance on the account is £25 or more and there has been no movement on your balance for at

least 6 years (except for our periodic charges or debit or credit interest).

Where we do this, however, we undertake to make good any valid claim made by you or on your behalf against

any balances we treat in this way where you have provided evidence to support your claim.

Where the balance is under £25.00 and we have taken the steps required by the FCA Rules to contact you, we

may stop treating the balance as Client Money and donate it to a registered charity of our choice but we will not

make good any claim by you against the balance.

2.3.3 Interest. Please note that unless specifically otherwise agreed in writing between us, interest will not be

payable on cash balances in Client Money accounts held by us on your behalf.

2.3.4 Minimum Balance. Should your account balance be at such a level that charges outweigh any credits,

we will not notify you (whether directly or via your Representative).

2.4 Custody of Your Investments

2.4.1 Nominee Service. Assets purchased using the Service or otherwise transferred to us will be registered in

the name of WBS or its non-trading Nominee and held on your behalf by us or our Nominee with you as beneficial

owner. We will record and hold all client assets separately from any of our own investments and other assets, and

in such a way that we can identify your entitlement at any time. However, where you have a fractional holding

in any Eligible Securities, we or our Nominee may retain the corresponding fraction for the benefit of Winterflood

Securities Limited and you acknowledge and agree that we may (to the extent permitted by the FCA Rules) record

legal title to our own fraction of Eligible Securities in the same name as that in which legal title to your fraction

of such Eligible Securities is recorded. Assets held on your behalf by WBS or its Nominee may be held in an

account pooled with the investments of our other customers and, in connection with the Fractional Dealing

Service, with the fractional entitlements of WBS or its Nominee to any Eligible Securities (to the extent permitted

by the FCA Rules). This means that your investments may not be individually identifiable on the relevant company

entitlement clear. As a result of your investments being pooled with those of our other customers, in the event of

a default by us (or of any Sub-Custodian (as per the below clauses) which causes an irreconcilable shortfall in the

assets held in the pooled account, you may not receive your full entitlement and you may share proportionately in

that shortfall with the other customers.

2.4.2 Sub-Custodians. In some situations, it may be necessary for us to act through, and hold your investments

with, a Sub-Custodian, and you authorise us to appoint any such Sub-Custodian(s) from time to time in connection

with the performance of our duties under these Terms. Your assets will usually be held in pooled accounts and

identified as belonging to our clients as described above. The effect of this is that if there is a shortfall as a result

of the Sub-Custodian suffering financial loss, you may share in that shortfall with our other customers, depending

on the amount held with them. We will exercise due skill, care and diligence in the selection, appointment and

periodic review of any Sub-Custodian as required under the FCA Rules.

We shall not be responsible for any acts, omissions or default of any Sub-Custodian unless and only to the extent

such results directly from our own negligence, fraud or wilful default in our selection, appointment and periodic

review of any Sub-Custodian as required under the FCA Rules.

2.4.3 Overseas Sub-Custodians. If you invest in overseas (non-UK) investments, including as a result of Orders

given to us by your Representative:

(a) these may be held by an overseas Sub-Custodian, as appointed by us. The arrangements for holding these

investments may vary (for example, investments may be registered or recorded either in our name or in

the name of the Sub-Custodian), but before your assets are held in this way, we will have taken reasonable

steps to determine that we reasonably believe it to be in your best interests to do so, or that it is not

practical to do otherwise because of the nature of the Applicable Law and market practice. We will

endeavour to ensure that such investments will not be held with any third party in another country which

does not regulate the safekeeping of financial instruments unless the nature of the financial instrument

(and market practice in the relevant jurisdiction) requires it; and

(b) you acknowledge that Sub-Custodians and other third parties (such as central counterparties, clearing

agents, settlement agents and securities depositories) may take a lien (which is a form of charge giving a

right to retain your investments) over investments held by them and/or that they may be entitled to other

security rights over investments or money, including rights of set-off, retention or sale. This will be

determined by requirements of local law, regulation and market practice in the relevant jurisdiction.

If a Sub-Custodian or other relevant third party, such as a clearing agent, defaults or becomes insolvent (or other

similar event), the consequences for you will depend upon the Applicable Law in the relevant jurisdiction (which

may not be English law) and you will bear the associated risks.

2.4.4 Lend or deposit to a third party. Except as otherwise provided in these Terms, we will not, without your

express prior written consent (which we may obtain from your Representative), lend to, surrender, pledge or

deposit with a third party, as collateral, any investments in your Investment Account.

2.4.5 Default and Power of Sale. You acknowledge that we are entitled to charge for our Services and to

receive payment in accordance with the most recent Interest and Charges Schedule provided to you. To protect us

against non-payment or late payment of legitimately incurred fees, charges and expenses and/or for late or failed

settlement by you and/or by your Representative (including, without limitation, any amounts that may be owed

under clause 2.7.10 (Right of Reversal and Obligation to Repay), you agree that we may use, sell, retain or set-

off assets (which shall include Client Money and/or Client Assets) held by us under these Terms under any

Investment Account(s) you hold with us. We will only exercise this right if we have requested payment from you

or from your Representative in writing and the amounts remain outstanding 30 days from the date of such request.

2.4.6 Unclaimed Client Assets. You consent to us ceasing to hold Client Assets held on your behalf and

liquidating the same at market value before paying the balance to a registered charity of our choice where:

(a) the Client Assets have been held by us for a period of 12 years or more and you have not provided any

Order or instruction in relation to such Client Assets during this period; and

(b) we have been unable to trace you after taking reasonable steps to contact you as required by the FCA

Rules.

Where we do this, however, we undertake to make good any valid claim made by you or on your behalf against

any Client Assets we treat in this way where you have provided evidence to support your claim.

2.5 Dealing and Processing of Orders and other Instructions

2.5.1 Orders and instructions. Orders and other instructions can only be placed by you or your Representative

on your behalf via the phone and/or the Representative’s Website, access to which is explained at clause 2.2.1

(Access to your Service), or via any other form of communication as agreed with your Representative. Subject to

these Terms and in accordance with Applicable Law, we shall not be responsible for the execution of any Order

unless and until you or your Representative has received a specific confirmation of acceptance of the Order

from us.

In respect of Orders received to deal on your behalf and all other instructions (which shall include any instructions

received from your Representative to debit your bank account(s) with funds for payment into your Investment

Account(s)), we will be acting in reliance upon your or your Representative’s Orders and instructions. You accept

and agree that:

(a) you and/or your Representative should not place an Order to Trade unless we have received sufficient

funds to cover the total amount required for all relevant transaction(s), including all associated fees,

expenses and charges, and it is your and/or your Representative’s responsibility (as the case may be) to

check that this is the case as follows: for your SIPP investments by trade date plus one Business Day;

and for all other investments before placing an Order;

(b) we may rely on all Orders and other instructions or communications received via the Representative’s

Website or by phone that are given by you or your Representative or anyone else using your log on

details, or other instructions which we reasonably consider to be authorised by you or your

Representative; and

Representative’s Orders or instructions or in any other information provided by you or your

Representative, to us. If we are aware of an ambiguity or inaccuracy, we will contact your Representative

in the first instance for clarification and in the case of Orders we will not be required to execute any

Order until it is resolved. However, you agree that we shall have no liability to you or any other person

whatsoever (including but not limited to your Representative) as a result of us placing reliance on your

and/or your Representative’s or another account holder’s Orders and instructions, including without

limitation if they later prove to be inaccurate, ambiguous, inconsistent or fraudulent and/or not from you

or someone authorised to issue instructions and Orders on your behalf or in respect of the relevant

Investment Account(s).

We do not accept responsibility for any actual or potential financial loss (including, for the avoidance of doubt,

loss caused by market movements) that may arise if you or your Representative are unable to contact us to place

an Order through any of our current trading or communication methods.

2.5.2 Best Execution. The FCA Rules require that, where a Retail Client is legitimately relying on us to protect

their interests in relation to pricing or other important elements of a transaction, we take all sufficient steps to

obtain the best possible result for such clients, taking into account various execution factors (this is known as ‘best

execution’). In accordance with the FCA Rules, we have implemented an Execution Policy which sets out the

sufficient steps we take in order to act in accordance with the best interests of our clients when executing client

orders. As you are a Retail Client, our priority when executing your Orders will generally be price. A summary

of our Execution Policy is available via the Representative’s Website and a hard copy can also be obtained upon

request (which may be placed via your Representative). You consent to your transactions being handled in

accordance with our Execution Policy, as amended from time to time.

The Execution Policy highlights instances where, in your best interests, we may deal away from a Trading Venue

where we reasonably believe this is necessary to achieve best execution and by entering into these Terms you give

us your prior express consent to us doing so.

We may periodically amend our Execution Policy as described in clause 8.1.5.

2.5.3 Refusing an Order. We may, in our reasonable discretion, refuse to accept and/or execute an Order at

any time. This may be for reasons including but not limited to, unusual Order size, insufficient funds (which shall

include all fees and charges associated with the relevant transaction or assets), insufficient market liquidity or

because of your trading history. If we do this, we will inform you or your Representative that we will not carry

out the Order (unless we are not permitted to do so by Applicable Law) but, subject to Applicable Law, will not

be compelled to provide a reason.

2.5.4 Acceptance of an Order. When we receive your Order, subject always to our right of refusal under clause

2.5.3, we will use reasonable endeavours to carry it out in accordance with our Execution Policy. We will not be

liable to you and/or your Representative or to any other person for any losses, liabilities, costs, charges and/or

expenses you suffer if we are delayed and/or unable to carry out an Order or any instruction within a particular

timeframe or at all, for any reason. This may include where there is a delay or change in market conditions before

the Order is able to be executed and/or completed or where the characteristics of the Order (such as its size) mean

that it cannot be executed within any agreed or requested timeframe.

2.5.5 Amendment to an Order. An Order given by you or by your Representative forms an irrevocable

commitment to buy or sell investments. Once accepted by us, your Order cannot be amended or cancelled by you

or your Representative, unless, before its execution, you or your Representative request cancellation or

amendment and you or they receive specific confirmation from us of any amendment or cancellation of your

Order.

2.5.6 Third Party Executing Brokers. You agree that we may arrange for any Order to be executed with or

through an intermediate broker, and that such third party may or may not be in the United Kingdom (“Executing

Broker”). Where we do this, we, rather than you, will be treated as the Executing Broker’s client for the purposes

of the FCA Rules. If we use an Executing Broker, we will be responsible to you for the compliance of the

transmission of the relevant Order with our Execution Policy, but we will not be responsible for any act or

omission of any Executing Broker, or liable to you or to your Representative or to any other person for any losses

arising from their acts or omissions.

2.5.7 Terms of Order. You acknowledge and agree the following with regard to placing an Order (which shall

include any Order placed by a Representative on your behalf):

(a) if you have specifically requested a fixed quotation then you or your Representative on your behalf will

typically have around fifteen (15) seconds from receipt of the quote that we have obtained from the

market to accept it, at which time we will use reasonable endeavours to execute your Order with the

market at the price quoted, irrespective of whether or not the market price has moved during the time

between us sending/giving the fixed quotation to you and the execution of your Order. However, this is

subject to a number of factors beyond our control, including without limitation: (i) trading on the relevant

securities being suspended for whatever reason, including stock in auction; and/or (ii) withdrawal or

expiry of the quote by the market (for whatever reason);

(b) if we incur additional reasonable expenses (for example, premiums and discounts) when carrying out

your Order and we are unable to contact you or your Representative to tell you or them about these in

advance after reasonable efforts to do so, we may proceed to execute your Order and incur these expenses

which you agree will then be payable by you;

other customers who already have submitted comparable orders (because all comparable orders are

executed strictly in the order in which they are received), or where an Order is received after the relevant

exchange has closed it will not be executed until that exchange next re-opens, following which we will

present the Order for execution as soon as reasonably practicable;

(d) unless we (and/or any Executing Broker) accept specific instructions from you or your Representative in

relation to a particular Order, we may aggregate your Order with our own orders, orders of Affiliates and

persons connected with us and orders of other customers, without further reference or authority from you

or your Representative. By aggregating your Order, as described above, we must reasonably believe that

this is in the overall best interests of our customers and it is unlikely such aggregation will work to the

disadvantage of you when we aggregate your order. However, aggregation may operate on some

occasions to your disadvantage; and

(e) you will not undertake short selling (i.e. where you sell any financial instrument to which you do not

have title at the time of such sale) and you agree that you will own any assets to be sold and will deliver

(or will procure that your Representative will deliver on your behalf) the assets in good deliverable and

unrestricted form by the Settlement Date, and you will ensure that your Orders and instructions to us and

any subsequent purchases or sales, including those instructed by your Representative, comply with

Applicable Law.

2.5.8 Limit Orders. You or a Representative on your behalf may from time to time give us an Order to execute

at a specific price (“Limit Order”). In such case:

(a) we will try to execute Limit Orders as soon as practicable but you should be aware that market conditions

can affect the time it takes to execute such Orders and all orders will be executed in the order in which

they are received;

(b) we cannot guarantee that a Limit Order will be executed even if your stock reaches the limit price. For

example, if there are orders ahead of yours at the same limit price, the orders in line ahead of you must

be filled first and there may not be enough stock available to fill your Order when its turn comes;

process of being executed. It is your or your Representative’s responsibility to check that your instruction

to cancel has been received and accepted;

(d) if you place a Limit Order for a financial instrument in which trading is suspended or has a Corporate

Action before execution or if your Investment Account is suspended, we may, but are not required to,

take steps to cancel the pending Order; and

(e) in relation to any Limit Orders you give in respect of shares admitted to trading, or traded on, a Trading

Venue within the EEA which are not immediately executed under prevailing market conditions, you

expressly give us permission not to make the unexecuted Order, or any part of it, public.

2.5.9 Order Status. You may request information on the status of your Order at any time.

2.5.10 Minimum investment amount. Subject to any minimum investment amount notified to you or us

including without limitation by your Representative or SIPP Administrator (if applicable), we have no minimum

investment amount on your transactions.

Fractional Dealing

2.5.11 Fractional Orders. Your Representative may (provided it has signed up to the Fractional Dealing Service)

request that your Investment Account be set-up and enabled for the Fractional Dealing Service. Following any

such enablement you, or your Representative on your behalf, may from time to time give us an Order in relation

to certain Eligible Securities which specifies either:

(a) a desired fractional holding (up to 4 decimal places), in which case we will confirm the corresponding

monetary amount (to the nearest £0.01); or

(b) a desired cash value (to the nearest £0.01), in which case we will confirm the corresponding fractional

holding (up to 4 decimal places).

In carrying out fractional calculations, we will use reasonable endeavours to get as close as possible to your Order,

however such calculations shall be within our entire discretion and we shall not be liable for any loss or damage

suffered or incurred by you arising out of or in connection with such calculations, save to the extent directly

attributable to our negligence, fraud, wilful default, breach of contract or breach of the FCA Rules.

2.5.12 Aggregation. Fractional Orders will be held throughout the day and aggregated at a set point each

Business Day (as agreed with your Representative) or as soon as reasonably practicable thereafter and processed

in accordance with our Execution Policy and subject to these Terms. Orders received after the agreed aggregation

point will be held until the aggregation point the following Business Day.

2.5.13 Purchases and Sales. In order to provide the Fractional Dealing Service:

(a) we will purchase Eligible Securities in whole units and subsequently credit fractional units to your

Investment Account; and

(b) we will sell Eligible Securities in whole units (representing your fractional holding together with a

corresponding fraction held, or otherwise made available, by us or our Nominee) and subsequently credit

your Investment Account with a pro-rata cash amount to reflect your fractional holding, less any fees,

charges, expenses or other amounts owed to us.

2.5.14 Transfers in: shall be in whole units. We cannot facilitate the transfer-in of fractional units.

2.5.15 Transfers out: shall be in whole units. We cannot facilitate the transfer-out of fractional units. Any

request for the transfer-out of fractional units in Eligible Securities shall result in the transfer-out of whole units

and the sale of Eligible Securities to account for any fractional holding, as described in clause 2.5.13(b) above.

2.5.16 The Fractional Dealing Service will be administered by WBS internally within the WBS System,

accordingly there will be no change to market standards relating to the execution and settlement of Eligible

Securities.

2.5.17 You authorise us, without notice to you or your Representative, to sell any and all fractional holdings in

an Eligible Security which belong to you in the following circumstances:

(a) in the event of our failure (for example due to our bankruptcy or insolvency);

(b) if the Fractional Dealing Service is withdrawn by us in its entirety;

reason;

(d) if these Terms are terminated, for whatever reason;

(e) if any applicable third party, as notified to us, ceases to act as your Representative;

(f) if an Eligible Security is removed from the Fractional Dealing Service (and is therefore no longer an

Eligible Security for the purposes of the Fractional Dealing Service);

(g) if, by virtue of Applicable Law or a change to market circumstances, an Eligible Security would no

longer be eligible for the Fractional Dealing Service or we would not be willing or able to continue to

offer the Fractional Dealing Service;

(h) if you or your Representative instructs us to transfer-out Eligible Securities to a third party custodian (as

described in clause 2.5.15 above); and

(i) if we are entitled to use, sell, retain or set-off assets (which shall include Client Money and Client Assets)

owed by you pursuant to these Terms (including by virtue of clause 2.4.5 hereof).

Notwithstanding the foregoing, we will use reasonable endeavours to give you or your Representative 30 days’

prior notice of any such sale (but only to the extent it involves the sale of your fractional holding), however we

reserve the right not to give prior notice, or not to give 30 days’ prior notice where in our reasonable view we

consider it is not possible or practicable to do so. We may, but shall not be obliged to, sell Eligible Securities in

such circumstances. Where we sell Eligible Securities pursuant to this clause, your fractional holdings (if any)

will be sold as described in clause 2.5.13(b) above. For the avoidance of doubt, any whole units you hold would

remain unaffected. We will not be liable for any loss arising directly or indirectly from the exercise of the rights

described in this clause, including any loss of profit, investment opportunity or loss of tax relief, save to the extent

directly attributable to our negligence, fraud, wilful default, breach of contract or breach of the FCA Rules.

2.5.18 For the avoidance of doubt, (i) these Terms and any terms used herein (whether defined or otherwise)

shall, where the context allows, be construed so as to include references to fractional holdings in Eligible Securities

and the Fractional Dealing Service and (ii) any references to ‘units’ shall be deemed to refer to shares, units or

other denominations in Eligible Securities, as applicable.

2.6 Contract Notes

2.6.1 Notification of a Trade. Your Contract Note will confirm execution of your Order and the relevant

Settlement Date for your transaction(s). A Contract Note will be provided by us to your Representative no later

than one (1) Business Day following the execution of the Order (or, if later, within the time required by Applicable

Law) and made available to you by the Representative’s Website whenever you enter into a trade, be that a sale

or purchase, and sets out the agreed details of the relevant transaction. You will receive an electronic message

from your Representative via the Representative’s Website that your Contract Note is available for you to review

via the Representative’s Website. Contract Notes made available to you via the Representative’s Website will be

deemed to have been received by you.

2.6.2 Timing of notification. Your Contract Note will be available to your Representative who has undertaken

to ensure that it promptly makes the Contract Note available to you for review via the Representative’s Website.

2.6.3 Checking your Contract Note. Please ensure that you check that the information in the Contract

Note accurately reflects your Order and/or your instructions to your Representative (as the case may be)

and notify us immediately via your Representative if you become aware of any inaccuracies, and in any

event within 24 hours of the Contract Note being made available via the Representative’s Website for your

review.

2.6.4 Copies. We will retain a copy of your Contract Note in a durable medium for at least the period of time

required under the FCA Rules and you may request a copy from us (via your Representative) at any time within

that period.

2.7 Settlement of Transactions

2.7.1 Duty to Deliver. Unless otherwise explicitly agreed between us, settlement of all transactions will be made

in accordance with these Terms, the relevant Contract Note, Market Requirements and other Applicable Law. You

acknowledge and agree that you are fully responsible for the timely settlement of each and every transaction

(which we acknowledge will be performed by your Representative on your behalf), including but not limited to,

delivery and/or ensuring the delivery, in reasonably sufficient time on or before the Settlement Date (as

specifically agreed between ourselves and your Representative) and into the relevant Investment Account(s), of

any instructions, money (including any fees or any other amounts due and payable to us), taxes, documents,

financial instruments or any other property to be delivered under a transaction, for the purpose of enabling the

timely clearing and settlement of the transaction (including by any Executing Broker). The Settlement Date will

be shown on your Contract Note. In the event that we are permitted or obliged to make a payment on your behalf

in accordance with these Terms and you do not have sufficient funds in your Investment Account in the currency

of the payment, you authorise us to convert sufficient cash in your Investment Account into the currency of the

payment at the prevailing market exchange rate to enable us to make the payment on your behalf.

It is important to settle purchases and sales promptly and Orders should never be given if you are not able to settle

promptly as the consequences can be expensive. Settlement for all sums due (including fees, dividends, market

claims, charges and all expenses where applicable) to us will be paid as per the Interest and Charges Schedule. In

particular, settlement agencies clearing houses, exchanges and CREST may impose severe penalties on delays

and the costs of this will be passed to you.

2.7.2 Delivery vs. Payment (“DvP”) Exemption. In accordance with the FCA Rules, we reserve the right to

utilise the DvP exemption for treatment of Client Money and Client Assets where we have entered into a

transaction on your behalf that is settled through a venue that is a Commercial Settlement System, in accordance

with the FCA Rules. The DvP exemption essentially allows us to disapply the FCA Rules relating to your money

or assets for a short period of time when settling your transaction within a Commercial Settlement System, subject

always to Applicable Law. By entering into these Terms, you are agreeing, and giving us permission, to fully

utilise this exemption at our discretion.

2.7.3 Assets to be freely transferable. You and/or your Representative may only give Orders to sell

investments where you own or have the right to sell any cash and/or investments held by you or transferred to us

(for purchases or sales) by you or by your Representative on your behalf will be free from any right of a third

party to make claims against that cash and/or those investments, and that it shall remain free of any and all rights

to withhold or retain it (such as a lien), security rights over them (such as a mortgage or a charge), any other rights

to have any of the cash or investments paid or transferred to them or to prevent any transfer of such cash or

investments from going ahead, or any right to be paid all of any of the proceeds of a transaction, so that settlement

of your transactions can take place.

2.7.4 Receipt and Risk. We shall not have any responsibility for, or have any obligations in relation to, any

cash or investments or other assets delivered by or on your behalf unless and until such cash and/or investments

are actually received by us in accordance with these Terms. Furthermore, you acknowledge that we shall not be

responsible for any default or failure on the part of any market counterparty or any central counterparty to a

transaction, or of any depository or transfer agent and that delivery and payment will be at your entire risk.

2.7.5 Extended settlement. If we agree to effect a transaction for you with a settlement period which is longer

than the standard settlement period for the relevant market, we may require the payment of an additional charge

which you or your Representative will be told of in advance. Extended settlement may not always be available

and is only offered at our sole discretion.

2.7.6 Non Sterling Settlement. Where we are required to settle any transaction with a market in a currency other

than pounds Sterling, we shall be entitled to convert into or out of the relevant currency in accordance with its

foreign exchange process ready for settlement, at a rate which reflects the size, liquidity and timing of the relevant

transaction. We and/or our Affiliates may retain a margin on foreign exchange conversions. Note there may be a

currency risk when purchasing investments that are denominated in a currency other than your home based

currency. Where any part of the total costs and charges is to be paid in or represents an amount of foreign currency

we will provide an indication of the currency involved and the applicable currency conversion rates and costs.

2.7.7 Payment by cheque. We may decide to make payments by cheque, but only where we have not been able

to complete the transfer of funds into your nominated bank account.

2.7.8 Late collection of BACS payment. We will not be liable for any loss arising directly or indirectly from the

late collection of any BACS payment that is not our fault, including any loss of investment opportunity or loss of

tax relief.

2.7.9 No liability for third party settlement. We accept no responsibility for default or other failure to perform

by you or any third party, including any settlement or clearing agent, depository, any market participant (such as

a counterparty) or for any third party system, except where such default or failure is directly caused by our own

wilful default or negligence under these Terms. We reserve the right, where we have acted on your behalf, to

only credit your account with the cash or financial instruments actually received by us, in which

circumstances settlement of the transaction will be at your risk.

2.7.10 Right of reversal and obligation to repay. Notwithstanding the above, if we nevertheless credit your

account with cash or financial instruments (as the proceeds of a sale or result of a purchase, as the case may be)

before actually receiving final payment or delivery of such cash or financial instruments from yourself and/or

from the market, please be aware that the following situations may arise: (i) action taken to credit your account

may be conditional upon receipt of final payment and securities from you and/or the market and may be reversed

to the extent that final payment and securities is not actually received; and/or (ii) if the value of any such financial

instruments subsequently falls (such that they are no longer worth the purchase price paid as of trade date), you

will still be required to pay the full value of the purchase price irrespective of the then current value of the

securities.

2.7.11 Proceeds from sale. If you make a sale, we will credit the Investment Account(s) on the day that the

trade settles in the market. Upon receipt of your or your Representative’s instruction to do so, we will pay money

from your Investment Account(s) via BACS to the bank details that we hold on record for you.

2.8 Default Remedies

2.8.1 Your attention is drawn to the fact that if any amounts owed are not paid and satisfied when due, and you

or your Representative on your behalf have not paid such amounts within thirty (30) days of our notice to you or

them to do so, then we may, immediately upon further notice to you or your Representative:

(a) cancel, close out, terminate or reverse all or any contracts or open positions and sell or otherwise dispose

of any such investments at whatever price and in whatever manner we in our reasonable discretion think

fit, without being responsible for any loss or diminution in price;

(b) enter into any other reasonable transaction or take such other reasonable steps that would or could have

the effect of reducing or eliminating any such indebtedness and/or liabilities or of reducing or eliminating

liability under any transactions, positions or commitments undertaken for you; and/or

in such closure, sale or disposal and then, the indebtedness and/or liabilities concerned. These rights are

without prejudice to any other rights, including of set-off, that we may have.

2.9 Corporate Actions

2.9.1 Responsibility. You, via your Representative, are solely responsible for instructing us (by email and/or via

the Representative’s Website, as applicable) to carry out any required actions in respect of all Corporate Actions

with respect to your investments. We may (but are under no duty to) inform you via your Representative (in which

case we shall do so by email, or via the Representative’s Website or by such other communication method as is

agreed with your Representative) of any Corporate Action. However, we will not be required to vote at any

meeting of the holders of any investments held by our Nominee except to the extent set out in Appendix A (NISA

Additional Terms), Appendix F (JISA Additional Terms) and/or unless otherwise required of us under Applicable

Law (whether exercisable at an annual general meeting or otherwise). Where so required, we will vote only in

respect of whole units in investments: any fractional holding(s) you hold shall be disregarded and we will not

exercise any rights and will not be expected to take any action in relation to such fractional holding(s). We will

not be required to take any action in respect of any Corporate Action unless and until we receive timely instructions

from you. If we do not receive your timely instructions, we will take our default course of action in respect of the

relevant Corporate Action (for example, where the relevant Corporate Action event is mandatory with options and

you have not made your choice known to us, the default option will be applied), the details of which you will be

notified by email or via the Representative’s Website at the relevant time. You are and remain solely

responsible (which may be performed via your Representative) for the correct notifications of any and all

significant interests you have in the voting share capital of any companies in which you are a shareholder,

in accordance with Applicable Law. Please note the below is only an example of the types of Corporate Actions

that may arise in respect of your investments and is not an exhaustive list.

2.9.2 Income payments. We will be responsible for requesting and receiving Income payments accruing to

your investments, net of local withholding taxes or similar deductions. In the event of a Scrip Dividend being

offered as an alternative to a cash dividend, we will elect to take any available cash option. In respect of the

Fractional Dealing Service, Income will be received in respect of whole units, with a corresponding amount being

subsequently paid to you on a pro-rata basis to reflect your fractional holding(s), if any.

2.9.3 Bonus Issues and Mandatory Events. We will adjust your Portfolio to reflect bonus issues and mandatory

events as soon as reasonably practicable having received notification from the market. We will notify you of this

by email or we will provide notification to your Representative and require that they notify you via the

Representative’s Website following the action. In respect of the Fractional Dealing Service, where you have any

rights in relation to any bonus issues or mandatory events in respect of your fractional holding(s) which would

result in (i) you receiving a fractional holding in a security which is not an Eligible Security or (ii) us receiving a

fractional holding (i.e. not being whole at the registrar) we may sell such rights and subsequently credit your

Investment Account with a pro-rata cash amount to reflect your fractional holding(s) less any fees, charges or

other amounts owed to us. For the avoidance of doubt, where we receive any whole units in Eligible Securities

pursuant to a Corporate Action, units will subsequently be credited to you on a pro-rata basis to reflect your

holding(s), where fractional or otherwise.

2.9.4 Rights Issues. The following shall apply in respect of rights issues regarding your investments:

(a) if we have been made aware, we will use reasonable endeavours to give you the information received as

soon as practicable regarding any rights issue, calls, conversion, subscription, redemption rights,

takeover or other offers (without limitation) arising from capital reorganisations attaching to your

investments;

(b) provided that you or your Representative tell us within such period as specified in its notification to you

(which will depend on the time period specified for the relevant Corporate Action) that you wish to

exercise any rights arising out of a Corporate Action and provided there are sufficient cleared funds in

your Investment Account(s), we will use reasonable endeavours to give effect to your instructions; and

take no action and the rights will be allowed to lapse. You should be aware that, for administrative

purposes and in order to ensure that we meet the deadlines imposed by companies, any settlement systems

or stock exchanges, it is often necessary to impose an earlier deadline on Corporate Actions than those

set out in company documents. You will be entirely responsible for giving us and ensuring that we

receive instructions in good time and before such stated time.

In respect of the Fractional Dealing Service, where you have any rights in relation to any rights issues in

respect of your fractional holding(s) which would result in (i) you receiving a fractional holding in a

security which is not an Eligible Security or (ii) us receiving a fractional holding (i.e. not being whole at

the registrar) we may sell such rights and subsequently credit your Investment Account with a pro-rata

cash amount to reflect your fractional holding(s) less any fees, charges or other amounts owed to us. For

the avoidance of doubt, where we receive any whole units in Eligible Securities pursuant to a Corporate

Action, units will subsequently be credited to you on a pro-rata basis to reflect your holding(s), where

fractional or otherwise.

2.9.5 Fractions. Where a Corporate Action results in a fractional entitlement to part of a share and/or to the

fractional entitlement to Income, you authorise us to round down your entitlement to the nearest whole number

and agree that any fractional entitlement received that cannot be divided on a pro rata basis will be retained by us,

aggregated and sold with the proceeds going to charity.

2.9.6 Takeovers and Company Reorganisations. You or your Representative shall be solely responsible for

instructing us (by email and/or the Representative Website as applicable) to exercise your rights or to deal with

take-over or other offers or capital reorganisations. If no instruction is received and the offer is declared

unconditional in all respects, we will automatically accept the offer on your behalf. For the avoidance of doubt

you will only be able to exercise your rights or to deal with a take-over or other offers or capital reorganisation in

relation to whole units: your fractional holding(s) shall be disregarded in calculating such entitlements.

2.9.7 Pooled Holdings. If the terms of a Corporate Action require an election to be made on behalf of our

entire Nominee holding in a company, we reserve the right not to offer an option to you, where it is reasonable to

do so.

2.9.8 Class Action. If notified of a class action or group litigation that is being proposed or taken concerning

investments that our Nominee is holding on your behalf, we are not required to tell you about this or otherwise

act on that notification.

2.10 Statements and Reports

2.10.1 Frequency of statements. We will provide you, via your Representative, with a periodic statement of

your Investment Account(s) once every three (3) months. While we will use pricing data from sources which we

consider reliable, you acknowledge that any valuation is indicative only and based on historic pricing and

therefore, may be inaccurate (especially for less liquid or foreign investments) and may not reflect the amount

which you would actually receive on a sale.

2.10.2 Content of statements. Your periodic statement will detail the key information regarding your holdings,

including:

(a) all of your purchases and sales since the last statement;

(b) the individual investments held as at statement date;

cash held within your Investment Account(s); and

(d) (at least annually) a summary of costs and charges incurred in relation to your Investment Account(s)

throughout the year.

2.10.3 Notification of valuation. You will receive email notification that your periodic statement is available.

Your periodic statement will be available via the Representative’s Website. You should let us know, which may

include via your Representative, if, in viewing your statement, you become aware of any inaccuracies or

inconsistencies in the statements.

3. PAYMENT OF FEES, CHARGES AND EXPENSES

3.1 Fees, Charges and Expenses

3.1.1 Summary of Charges. You agree that we are entitled to receive payment for our proper and reasonable

fees, charges and expenses as set out in our Interest and Charges Schedule which will be provided to you by your

Representative from time to time. Unless otherwise agreed in writing, fees, charges and expenses applied in

respect of your investments (including any custodian, administrative and support services associated with those

investments), will include the following: commissions, foreign exchange transaction or Corporate Action fees and

charges, brokerage fees, transfer fees, registration fees, stamp duty and other applicable taxes (including any value

added tax or other transaction related taxes), and all other liabilities, charges, costs and expenses payable in

connection with your Orders and transactions effected or services provided hereunder, such as: the safeguarding

of your holdings, servicing transactions and the provision of reporting and statements and any fees and charges

that may be applied or imposed by any third party such as a registrar, depositary, execution venue or regulatory

body). The amount and description of any fees, expenses and charges incurred will be shown on your statement

or valuation.

3.1.2 Information on costs and charges. We will provide you (via your Representative) in good time before

the provision of Services, appropriate information in relation to:

(a) the costs and charges payable in relation to the Services we provide to you;

(b) the costs and charges payable in respect of relevant financial instruments; and

Your Representative will provide you with full details on costs and charges (including the above) in the Interest

and Charges Schedule, or otherwise in writing.

3.1.3 Where we have or have had an ongoing relationship with you during the year, we will also provide you

(via your Representative) with appropriate information in relation to the costs and charges incurred during that

period.

3.1.4 Where we offer services or products as part of a package, we will (where reasonable able to do so) inform

you (via your Representative) of the costs and charges applicable to each component of that package.

3.1.5 Information on costs and charges shall be aggregated, however an itemised breakdown may be provided

upon request. Where you request an itemised breakdown of the costs and charges applicable to you, we will

provide this to you (via your Representative) within a reasonable timeframe.

3.1.6 Where any part of the total costs and charges is to be paid in, or represent an amount of, foreign currency,

we will provide an indication of the currency involved and the applicable currency conversion rates and costs.

3.1.7 Payment. Charges, fees and expenses will be deducted from your Investment Account(s) as described

in the Interest and Charges Schedule or as otherwise incurred in accordance with these Terms, and you agree to

ensure you have sufficient cleared funds in your Investment Account(s) to cover your transactions and to pay the

associated fees, charges and expenses specified in the Interest and Charges Schedule. Please ensure that you

carefully read the Interest and Charges Schedule as it may contain information as to when amounts will be

deducted from your Investment Account and the payment arrangements in place between ourselves and

your Representative.

If at any time amounts remain due and payable (which shall include any amounts due and payable under

clause 2.7.10), we may exercise our rights (including our power of sale over your assets) as described at

clause 2.4.5 (Default and Power of Sale) or as otherwise set out in these Terms, or we may debit the amounts

from any other Investment Account(s) you hold with us, but only where we have given you no less than

thirty (30) calendar days’ written notice via email and/or the Representative’s Website of our intention to

do this and the relevant amounts remain unpaid after this notice period has expired.

3.1.8 New charges, fees and expenses. In accordance with the Terms, we may from time to time introduce new

fees, expenses and charges which will be detailed in an updated Interest and Charges Schedule and provided to

you via the Representative’s Website. You should therefore always ensure that you are aware of the current

Interest and Charges Schedule before you or your Representative sends us an Order. We will inform you in

writing via the Representative’s Website, or by email or post, of any changes to the Interest and Charges Schedule

at least thirty (30) calendar days prior to the changes becoming effective.

3.1.9 Third party fees and charges. We may deduct charges, expenses and fees from your Investment Account(s)

that are due to be paid by you to other third parties (which may include your Representative, fund managers or

Executing Brokers, without limitation) provided such is done in accordance with the amounts agreed between you

and the relevant third party from time to time, as subsequently notified to us by you and/or your Representative

(as applicable). We may also receive and retain remuneration from any such third party in respect of transactions

entered into on your behalf, which may include dealing fees and charges.

3.1.10 Exit charges, fees and expenses. We typically charge you for cashing in the assets you hold with us, or

for transferring or re-registering your assets away from us, unless specified elsewhere in these Terms. Any such

charges, fees and expenses will be described in the Interest and Charges Schedule.

3.1.11 Fractional Dealing Service. The fees, charges and expenses in respect of Orders relating to fractional

holdings are the same as for any other Order, save that we will pay a pro-rata amount of the fees, charges and

expenses in order to reflect the fraction retained by us or our Nominee.

4. REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS

4.1 Representations and Warranties

4.1.1 Representations and warranties are statements, assurances or undertakings given by you to us on which

we will rely when dealing with you. You represent and warrant to us, on the date these Terms come into effect

and thereafter on an ongoing basis, including as of the date of each Order and on each day that any transaction is

outstanding, that:

(a) you have and will maintain full legal capacity and all necessary authority, permissions and powers and

have taken all necessary action to enable you lawfully to enter into these Terms and to give us Orders

and instructions (including any that will bind others, such as Orders and instructions in respect of a Joint

Portfolio and/or a Corporate and Trust Portfolio) and to enter into any transactions and to grant any

security interests, rights and powers referred to in these Terms;

(b) (where a natural person) you are a resident of the UK and over the age of 18 and have full capacity to

enter into these Terms;

Office of Foreign Assets Control website at http://www.treas.gov/ofac

;

(d) you will provide us (which may be via your Representative) with any and all information we reasonably

require in order to provide the Services to you (including, without limitation, any national personal

identifier(s));

(e) all information that you provide to us under these Terms, including any information provided by you to

your Representative, is true, complete, accurate and up-to-date in all material respects;

(f) any persons entering into these Terms and each transaction on your behalf, including any Representative,

have been and are duly and properly authorised to do so, and in the event that you are an account holder

in respect of any Joint Portfolio and/or Corporate or Trust Portfolio (as the case may be) you acknowledge

and agree that any instruction or Order of any other account holder in respect of your Investment

Account(s), shall be equally binding on you;

(g) if you are investing in any fund instruments, that (where appropriate) you have read and understood the

relevant fund documentation, including the Key Investor Information Document (“KIID”) and/or any

prospectus;

(h) these Terms, each transaction and the obligations created under both are binding upon you (or where

there are other account holders, any of you) and enforceable against you and do not and will not violate

the terms of any regulation, order, charge or agreement by which you are bound;

(i) you acknowledge and agree that any payment or accounting made by us to the principal account holder

of any Joint Portfolio or in the case of a trust to any one or more trustees of a Corporate and Trust

Portfolio, will be treated as made to all of them;

(j) at the time you or a Representative on your behalf or another account holder in the relevant Investment

Account instructs us to undertake a transaction, there are sufficient funds or assets in your Investment

Account(s) to permit timely settlement and you will not subsequently execute transactions which could

result in insufficient funds or assets being available;

(k) you are willing and financially able to sustain a total loss of funds resulting from transactions and (where

appropriate) that the trading of all such transactions is appropriate and suitable for you;

(l) you are now and will be at all material times in the future in compliance with all Applicable Law, rules

and regulations concerning the detection of financial crime, prevention of terrorism and anti-money

laundering and you acknowledge that any transaction dealt with by us on your instructions will be

covered by statutory and other requirements relating to money laundering and combating terrorist

financing; and

(m) there is not pending or, to your knowledge, threatened, any action, suit or proceeding before any court,

tribunal, governmental body, agency or official or any arbitrator that purports to affect or is likely to

affect, the legality, validity or enforceability against you of these Terms or ability to perform your

obligations under these Terms.

4.2 Undertakings

4.2.1 An undertaking is a promise to do something. You undertake to us that:

(a) you will take all reasonable steps to comply with all Applicable Law in relation to these Terms;

(b) you will notify us immediately in writing if any of the representations and warranties given above are no

longer true (whether in part or whole);

(as restrictions and changes may be applied to your Investment Account(s) and the services we provide

to you as a consequence); and

(d) you will notify us promptly, or request that your Representative promptly notifies us, of any inaccuracy

and/or change to information previously provided by you or by a Representative on your behalf and you

and/or your Representative will, upon demand, provide us with all such information as we may

reasonably request to comply with these Terms and Applicable Law.

5. RISK WARNINGS

5.1 Risks

5.1.1 No Advice. All investments carry a certain amount of risk. We do not provide investment advice and

shall not at any time be under any duty to provide any such advice, and shall not be regarded as having done so.

You should consider taking independent professional advice, such as financial advice, legal and tax advice in

relation to your individual circumstances and requirements. You agree that you will not seek advice from us and

will instruct us or procure that we are instructed on an execution-only basis. You confirm that you are solely

responsible for seeking your own advice and/or making your own independent assessment of the risks of

transactions. WBS has not undertaken any assessment whatsoever of your personal circumstances and will not

make any assessment of the suitability or appropriateness (including under the FCA Rules or otherwise) of any

transaction(s) for you.

Below is a list of some generally recognised risks of investing. This is not intended to be an exhaustive list

of all risks but a range of examples of risks for you to consider.

5.1.2 Funds instruments. Details of essential information, including key facts and specific risks, about funds,

may be found in the KIID or analogous document for each fund that is prepared to help an investor assess whether

a particular investment meets their needs. The KIID and any other fund documentation that we are instructed to

provide to you or to your Representative on your behalf, including any prospectus, must be read before a decision

is made to invest in a fund. In no event shall we be responsible or have any liability for the contents, accuracy or

validity of any KIIDs, any prospectus or any other documentation or information relating to fund instruments in

which you may want to invest. The availability of a fund instrument through the Service is not and shall not be

regarded as a recommendation to invest in fund instruments or any particular fund instrument.

5.1.3 Investment value. The value of your investment is not guaranteed and prices may go up as well as down.

You may get back less than the amount that you originally invested.

5.1.4 Exchange rate risk. If you hold investments which are denominated in foreign currencies, movements

in exchange rates and interest rates may cause the value of your investments to fluctuate which may not be in your

favour.

5.1.5 Market risk. External factors may cause the value of your investments to fall in value. Investments in

foreign securities may give rise to different payment, settlement, legal and regulatory requirements from those in

the UK and different practices for the separate identification of investments. Where Investment Account(s)

holding your money or investments are not subject to English law, your rights may be different from those that

would apply under English law. For example, you may be subject to the risk that a counterparty fails to deliver

securities after receiving payment. Foreign countries may impose restrictions on the ownership, purchase or sale

of securities by non-residents.

5.1.6 Liquidity risk. Some investments may be illiquid and/or traded infrequently, meaning that we may be

unable to sell them. This may mean that fair value for those investments is not achievable or difficult to determine.

Market conditions may also make it difficult to sell a position. This may happen in circumstances when the

fluctuation in price movement is such that in accordance with the rules of the exchange trading will be suspended.

5.1.7 Tax risk. All UK residents are subject to the UK taxation regime. All offshore funds are subject to their

local tax regimes and returns to UK residents are subject to the UK taxation regime. As a result of using our

Service, your tax position may change. Levels of tax, tax rules and tax relief are subject to change. You have sole

responsibility for the management of your legal and tax affairs and if you are unclear as to what your position is,

you should seek professional advice.

5.1.8 Inflation risk. If the value of your investment changes by less than the rate of inflation it will have less

buying power in the future.

6. COMPENSATION SCHEME AND COMPLAINTS

6.1 Financial Services Compensation Scheme

6.1.1 We participate in the Financial Services Compensation Scheme (“FSCS”). The FSCS provides

compensation in certain circumstances for customers of authorised financial services firms if a firm is in default.

The scheme may provide compensation should we be unable to meet our obligations but is not available to every

investor. Compensation is typically paid out because a firm has ceased trading and/or is insolvent. For investments

in UK funds, the FSCS can cover 100% of eligible investments up to a maximum of £50,000 per person per

authorised firm (so, for a joint account held by two eligible investors, the maximum amount that could be claimed

would be £100,000). The limit relates to the total combined amount in all of the eligible investor’s accounts with

an authorised firm, including their share of any joint account, and not to each separate account. Investments in

non-UK funds are not covered by the compensation scheme but may be covered by other European compensation

schemes. For cash, the FSCS can pay, as at 30 January 2017, up to a maximum of £85,000 per person per

authorised firm.

6.1.2 The actual level of compensation paid depends upon the basis of each claim, but a customer’s entitlement

to compensation from the scheme will depend on the type of investment made and the circumstances of the claim.

Compensation limits are per person, per authorised firm and per claim category and are on the FSCS website

along with additional information about compensation arrangements, at www.fscs.org.uk

, or you can refer in

person to the FSCS by calling 0800 678 1100.

6.2 Complaints

6.2.1 We take complaints very seriously and have established procedures in accordance with the FCA’s

requirements for complaint consideration and handling to ensure that complaints are dealt with fairly and

promptly.

6.2.2 The written Complaints Policy, which is prepared in compliance with the FCA Rules governing

complaints, is available to you via the Representative’s Website.

6.2.3 If you would like to make a complaint, you should contact us to raise your complaint. You may do this in

a number of ways as detailed within the Complaints Policy, including by writing to us as follows:

(a) If by post:

For the attention of The Manager, Client Services:

Winterflood Business Services

The Atrium Building

Cannon Bridge House

25 Dowgate Hill

London EC4R 2GA

(b) If by email to: wbsclientcomplaints@winterflood.com

6.2.4 As an eligible complainant, if we do not provide you with a final response within eight (8) weeks from

the date we receive your complaint, or if you do not agree or are dissatisfied with the outcome of the response,

you have the right to refer your complaint to the Financial Ombudsman Service, which is an independent dispute

resolution service.

6.2.5 The Financial Ombudsman Service can be contacted at: The Financial Ombudsman Service, Exchange

Tower, Harbour Exchange Square, London, E14 9SR or on 0800 023 4567.

7. TERMINATION

7.1 We shall be entitled to terminate these Terms at any time by providing you or your Representative on your

behalf with not less than thirty (30) calendar days' prior written notice, unless a shorter period of notice is required

in order to comply with Applicable Law. Any fees, charges and expenses which you owe to us under these Terms

will become due and payable at the expiry of this notice period, however you will not incur any charges or fees

from us for closing your Investment Account(s) or transferring any Client Money or Client Assets to another

entity (although, please note, we may pass on any third party charges).

7.2 If you wish to terminate these Terms you may do so at any time subject to you or your Representative giving

us notice in writing to be sent by post, and the notification will be effective immediately upon receipt by us, unless

we specifically agree a later date with you or with your Representative on your behalf. These termination rights

are separate to your cancellation rights under clause 2.2.8 and shall operate after the 14 calendar day cancellation

period has concluded.

7.3 Subject to any other provisions of these Terms, the process for closing your Investment Account(s) and

moving your assets away from us shall be as follows:

(a) we will close the Investment Account(s); and

(b) we will return any cash held in the Investment Account(s) to your nominated bank account (as

described in clause 2.2.9); and/or

instructed in accordance with these Terms; or

(d) we will sell your investments and return the cash proceeds from such sale, if instructed to do so.

7.4 Termination (or cancellation) of these Terms or closing any or all of your Investment Account(s) will

not affect any transactions or Orders you or a Representative on your behalf have already asked us to carry out.

Please note that if you have invested in a fund instrument, the sale and redemption of units or shares in the fund

instrument will be subject to the rules set out in the relevant fund documentation (which will include any current

fund prospectus), which may restrict your ability to sell these instruments.

7.5 Termination of these Terms by us or you shall not affect any rights or obligations which have already

arisen, for example to settle transactions effected prior to the date of termination and/or to satisfy any liabilities

or obligations owed to us, which shall include the making of any payments due under the Terms, in respect of

which we shall be entitled to retain any of your monies or assets and apply them it in or towards satisfaction of

such liabilities and obligations. We shall also continue to have the right to disclose information where required to

a UK or overseas regulator.

7.6 Survival. The following provisions of these Terms shall survive termination (including through

cancellation) of the Terms for whatever reason: 2.1 (Services), 2.2.3 (Portfolios), 2.2.8 (Cancellation), 2.3 (Your

Money), 2.4 (Custody of your Investments), 2.5 (Dealing), 2.6 (Contract Notes), 2.7 (Settlement), 2.8 (Default

Remedies), 2.9 (Corporate Actions), 3 (Fees), 4 (Representations and Warranties), 5 (Risk Warnings), 6

(Compensation Scheme and Complaints), 7 (Termination), 8 (Legal and Regulatory), Appendix A (NISA),

Appendix B (SIPP), Appendix C (Glossary), Appendix D (SIPP Trustees), Appendix E (Corporate Clients) and

Appendix F (JISA).

8. LEGAL AND REGULATORY

8.1 Legal information

8.1.1 Agreement. These Terms constitute the entire agreement between us and you and supersede all previous

discussions, correspondence, negotiations, previous arrangements, understandings or agreements with us in

respect of the subject matter of these Terms.

8.1.2 Severability. Each provision of the Terms is severable. This means that if for any reason any provision of

these Terms becomes unenforceable, due to a change in Applicable Law for example, this will not affect the

validity of all the remaining provisions which will continue to be valid to the fullest extent permitted by Applicable

Law. In such circumstances, the provision in question and only that provision will be deemed not to be included

in the Terms.

8.1.3 No Third Party Rights. These Terms are only enforceable between you and us and no other person (which

shall include your Representative) shall have any rights under the Contracts (Rights of Third Parties) Act 1999 to

enforce any provision of these Terms, except that our Nominee may enforce and rely on these Terms. You agree

that you may not assign, dispose of or grant security over any of your rights and obligations under these Terms

without our prior written consent and that any attempt to do so shall be void. We will not unreasonably withhold

or delay such consent, but consent may depend on successful credit and anti-money laundering checks.

8.1.4 Assignment. We may at any time (acting reasonably) assign or transfer any of our rights and/or

obligations under these Terms or delegate all or any of the functions under these Terms to a third party, provided

that we have given you or your Representative on your behalf at least thirty (30) calendar days written notice to

that effect. Where we do this, you authorise us to transfer any of your money/assets held by us or on our behalf to

the third party, or someone nominated by that person. We will only transfer your money and/or assets to another

person who we believe will hold them under the FCA Rules or in respect of whom we have exercised all required

due skill, care and diligence in assessing whether that person will apply adequate measures to protect it. Where

we intend to do this, we will give you or your Representative at least ten Business Days prior written notice and,

following any transfer, no later than seven (7) Business Days later, we will write to you or to your Representative

to advise you that it has taken place.

If you object to such assignment, you may terminate these Terms in accordance with clause 7.2. You will

not incur any charges or fees from us for closing any Investment Account or transferring any Client Money or

Client Assets to another entity if you or your Representative on your behalf terminates under this clause.

8.1.5 Changes to the Terms. We may from time to time change or supplement these Terms for the following

reasons:

(a) to comply with or reflect a change of Applicable Law or a decision by an ombudsman or Competent

Authority;

(b) to make them more favourable to you or to correct a mistake or oversight (provided that any correction

would not be detrimental to your rights);

and products (provided that any change would not be detrimental to your rights); or

(d) to add or remove a product or service.

We will notify you or your Representative of any proposed changes to the Terms by giving your Representative

a message to post via the Representative’s Website or by email or post at least thirty calendar (30) days prior to

the changes becoming effective. If, as a result of changes we propose to make to the Terms, you wish to close

your Investment Account(s), you may do so in accordance with clause 7 (Termination) and/or as otherwise

specified in the Terms. You will not incur any charges or fees from us for closing any Investment Accounts or

transferring any Client Money or Client Assets to another entity if you or your Representative on your behalf

terminates under this clause.

8.1.6 Waiver. Any failure by us to exercise or delay in exercising a right or remedy provided by these Terms

or under Applicable Law does not constitute a waiver of the right or remedy or a waiver of other rights or remedies.

8.1.7 Third party websites. We are not responsible and shall not be liable for the contents of any third party

website, including without limitation the Representative’s Website (with the sole exception of any information

that we have provided to the Representative for provision to you via the Representative’s Website, for which we

are and will remain responsible in accordance with the liability provisions below) referred to and/or incorporated

by reference in these Terms. Any such references are provided for information purposes only and have not been

verified by us.

8.1.8 Applicable Law and Jurisdiction. These Terms and any related non-contractual matters are governed by

and shall be construed in accordance with the laws of England and Wales. Any dispute or claim arising out of or

in connection with these Terms or their formation (including non-contractual disputes or claims) will, except as

expressly set out below, be subject to the exclusive jurisdiction of the courts of England and Wales.

8.2 Liability

8.2.1 General. Subject to clause 8.2.4 below, WBS (and where relevant its Nominee, directors, employees or

agents) shall not be liable for any loss or damage which you (which shall include any Representative on your

behalf or any joint account holder or other persons in respect of any Corporate or Trust Portfolio, as the case may

be, or any other persons) suffer under or in connection with these Terms, except and only to the extent that any

such loss or damage has arisen directly as a result of our (or where relevant our Nominee’s, directors’, employees’

or agents’) fraud, negligence, breach of contract, wilful default or breach of the FCA Rules.

8.2.2 Exclusions. Subject to clause 8.2.4 below, neither we nor our Nominee will be liable for any loss or

damage of any kind that is attributable to:

(a) your own acts or omissions (including any error, negligence or misconduct) or the acts or omissions of

any Representative or of any other account holder in respect of your Joint Portfolio or Corporate or Trust

Portfolio (if applicable);

(b) the performance of any third party involved in the provision of Services, which may include without

limitation, any SIPP Administrator or Trustee in respect of any SIPP Investment Account(s), and/or any

fund manager, distributor or third party administrator connected with your investment in any fund(s), or

any Executing Broker or (subject to clauses 2.3 and 2.4), any central counterparty, clearing agent,

settlement agent, securities depository, third party bank or any Sub-Custodian;

(d) our and/or our Nominee’s failure to take any action which, in our opinion, might breach an applicable

FCA Rule or any other Applicable Law, or any action taken in order to comply with Applicable Law or

the requirements of any Trading Venue or other market;

(e) any fall in the value of investments (including, without limitation, those which may occur due to delays

during the process of verifying your identity in compliance with money laundering regulations);

(f) any reasonable refusal or failure to accept and/or execute any Order; or

(g) our reasonable reliance on any information, instructions, notices or communications that we believe to

be from you and/or a person authorised by you to give the same, including any Representative or joint

account holder or any person authorised to give instructions and Orders in respect of any Corporate or

Trust Portfolio (as the case may be).

8.2.3 Force Majeure. You agree that we will not be liable for losses of any kind that you may suffer if we are

unable to perform our obligations by reason of any cause beyond our reasonable control, including but not limited

to: any failure, interruption or delay in the performance of our obligations resulting from a breakdown, failure or

malfunction of any telecommunications or computer service or system, or any riot, civil unrest, commotion or

rebellion; war or civil war (whether or not declared) or armed conflict, invasion and acts of foreign enemies,

blockades, embargoes (including as to trade); any act (or credible threat) of terrorism, acts of Competent

Authorities; explosion or fire, earthquake, extraordinary storm, flood, abnormal weather conditions or other

natural catastrophe; any nuclear, chemical or biological contamination; or any strikes, lock-outs or other industrial

disputes. If such an event happens, we will take reasonable action, in accordance with the FCA Rules on business

continuity, in an attempt to mitigate its effect on our ability to perform our obligations to you.

8.2.4 Nothing in these Terms will exclude or limit any duty or liability to you which we or our Nominee (or

our respective directors, employees or agents) may not exclude or limit under the FCA Rules or any Applicable

Law, or for liability for fraud, or for death or personal injury resulting from negligence, and nor will anything in

these Terms require you to compensate us and/or our Nominee (as the case may be) to any extent prohibited by

Applicable Law.

8.3 Intellectual Property Rights

8.3.1 We warrant and represent that we own (or have the right from a third party to use and allow you to use,

where relevant) the Intellectual Property Rights in any systems, software or Market Data that are made available

by us for use in the provision of the Service under these Terms. This shall include the provision of Services to

the extent accessed via the Representative’s Website. Nothing in these Terms shall be understood to invoke the

transfer of any Intellectual Property Rights from us (and/or a third party) to you or to any third party on your

behalf (including a Representative). You may not redistribute or otherwise make available in any way the Service

(including any systems, software or Market Data received hereunder) to any third party.

8.3.2 Neither you nor your Representative or any other person shall acquire and we shall (and/or our third

party licensors shall) retain all Intellectual Property Rights in and to the Services, including any system or

software, including that made available via the Representative’s Website, accessed by you or any Representative

on your behalf under or in connection with these Terms.

8.3.3 You are not entitled to use our name or any of our Affiliates’ (including our Nominee’s) names, logos or

trademarks in any way whatsoever without first obtaining our prior written and explicit consent.

8.4 Disclaimer relating to Market Data

8.4.1 No Warranty. You acknowledge and agree that Market Data is purely indicative and provided to you or

your Representative without any assurance as to its accuracy, completeness, relevance or timeliness, as market

prices can change rapidly and actual execution prices for less liquid instruments may vary.

8.4.2 No Liability. Neither we nor any provider of Market Data shall be liable: (a) for Market Data in any

way, including if the Market Data is inaccurate, incomplete or delayed in any respect; or (b) for any actions that

you or your Representative on your behalf take or do not take based on the Market Data.

8.4.3 No Distribution. You or your Representative will use Market Data solely for the purpose of using the

Service and will not redistribute or, save as required under Applicable Law, disclose it to any third party

whatsoever. All Intellectual Property Rights in and to Market Data are and shall remain our exclusive property

and/or of our third party licensor(s), as the case may be.

8.5 Communications and Notices

8.5.1 Once we have sent you or your Representative a communication, which shall be done via email or by

posting a message via the Representative’s Website, or by post, we will and are entitled to consider that message

has been received by you or your Representative (as the case may be) as follows:

(a) if sent by first class post, on the second Business Day after it was posted or if by standard post then on

the fifth Business Day after it was posted;

(b) if by email, at the time of dispatch evidenced by the email timestamp on the message; or

timestamp), which will be sent to notify you of the Website posting.

8.5.2 Where you or your Representative send us a communication, which shall be done by post to our address

set out in the Key Points section at the beginning of these Terms or (in the case of complaints), by email to

wbsenquiries@winterflood.com

, or (in the case of Orders or other instructions) via the Representative’s Website,

unless otherwise explicitly stated in these Terms, you and your Representative are entitled to consider that message

has been received by us as follows:

(a) if sent by first class post, on the second Business Day after it was posted or if by standard post then on

the fifth Business Day after it was posted; or

(b) if by email, at the time of dispatch as evidenced by the email timestamp on the message; or

electronic communication as may be agreed with your Representative, upon our confirmation of receipt

thereof (but note that this is without prejudice to clauses 2.5 and 2.6 which describe when we are deemed

to be bound (if at all) by such Orders and/or instructions which may differ to the above).

We will not be liable for any delay or non-delivery of a communication sent out in accordance with these Terms.

8.5.3 All communications between us will be in English.

8.5.4 You acknowledge that you are solely responsible for ensuring, or for having your Representative ensure

on your behalf, that the email address and other contact details we hold for you are correct and current and for

promptly notifying us in writing (via your Representative) if your details change. Where it is necessary to

communicate with you or your Representative by post, we will send all postal communications to the address that

we hold for you in respect of the relevant Investment Account(s).

8.5.5 If we become aware that either your email and/or postal address proves to be incorrect or obsolete, we will

take reasonable steps to contact you or your Representative to obtain correct and current details. We shall have

no liability whatsoever in relation to loss of any kind that results from us not being able to communicate with you

or your Representative because of incorrect and/or out of date contact details.

8.5.6 You may provide us with an alternative postal address in the UK (unless we explicitly agree in writing to

a foreign address) in addition to your permanent residential address in the UK.

8.5.7 You agree that we may also contact you or your Representative by telephone to discuss matters relating to

your Investment Account(s).

8.5.8 If you have an Investment Account in a Joint Portfolio and/or Corporate and Trust Portfolio, you

acknowledge that communications will be sent out as specified when the Investment Accounts were set up. In

circumstances where it is necessary to communicate with you via post, we will only send mail to the primary

Portfolio holder or your Representative pursuant to which we will deem all communications as having been

received by all account holders.

8.6 Recording of Communications

8.6.1 In order to comply with Applicable Law and internal legal or compliance requirements we may (subject

to Applicable Law) in our absolute discretion record, monitor and retain all communications (which may include

the recording and monitoring by a third party appointed by us), including facsimile, email and other electronic

messaging, telephone conversations and other electronic communications with you and we will normally record

telephone conversations and keep copies of relevant electronic communications (and may record mobile phone or

other mobile handheld electronic communications device based conversations) between you and our employees

who act in a trading, sales or client services capacity.

8.6.2 We will retain such records for such period(s) as may be required by Applicable Law and/or our internal

legal and compliance requirements. Such records will be and remain the sole property of WBS, however may be

made available to you upon request during the relevant period(s) prescribed by Applicable Law. Where you

request such records, we may charge you an administration fee and such fee will be disclosed to you in advance

of any related costs being incurred.

8.6.3 All telephone calls may be recorded and such recording remains our sole property. You accept that we

may rely on these recordings in the event of a dispute.

8.7 Conflicts of Interest

8.7.1 In accordance with FCA Rules and our own conflicts of interest policies, we have in place arrangements

to identify and prevent or manage conflicts of interest that arise between ourselves or our employees and our

clients, and between our different business areas and between our different clients. However, these arrangements

may not be sufficient in every case to ensure with a reasonable degree of confidence, that the risk of damage to

your interests will be prevented. Where this is the case, we will inform you or your Representative of the general

nature and/or source of the conflict of interest and the steps taken to mitigate those risks so that you can decide

how to proceed before we undertake any business for you.

8.7.2 In relation to any transaction we execute or arrange with or for you, we may have an interest, relationship,

arrangement, or duty which is material or which gives or may give rise to a conflict of interest with your interest(s)

in relation to the investment or transaction concerned or investments or assets underlying, derived from or

otherwise directly or indirectly related to such investments (a “material interest”). We will take all necessary

steps to ensure fair treatment for you in relation to any such transactions and will identify and prevent or manage

any conflict of interest in accordance with our conflicts of interest policies.

8.7.3 Your attention is drawn to the fact and you acknowledge that we are involved in a full range of services.

As such we may have a material interest or a conflict of interest in the services or transactions we carry out with

or for you. We have in place internal policies and procedures pursuant to our conflicts of interest policies to ensure

that our various business areas and companies operate independently of each other and restrict access by the

particular employee(s) responsible for handling your affairs to certain areas of information.

8.7.4 You agree that we are entitled to provide services to, or effect transactions with or for you,

notwithstanding that we may have a material interest in, or a potential conflict of interest in relation to, the

transaction or investment concerned and you consent to our acting in any manner that we would consider

appropriate in such cases. A material interest may include but is not limited to circumstances where we may:

(a) be dealing as principal for our own account by selling the investment concerned to you or buying it from

you, or being a market-maker or otherwise having a holding or dealing position in the investment

concerned or an associated investment;

(b) be providing services to another person in relation to an investment in relation to which you are entering

into transactions;

yours where we are acting or seeking to act as agent for (and to receive and retain commission or other

charges from) both parties;

(d) have other business relationships with the company, or a related entity, in relation to whose securities

you are entering into transactions;

(e) trade (or may have traded) for our own account (or for or on behalf of other customers), have either a

long or short position in the investment concerned, or other related investments or otherwise pursue our

legitimate business as a market-maker or dealer (including entering into an agreement for the

underwriting of an issue of financial instruments) in connection with the investment concerned or related

or other investments;

(f) enter into transactions as agent or principal, including for pre-hedging purposes, with a view to executing

or facilitating the execution of the proposed transaction(s), based upon information you provide to us and

any information held by us regarding your previous trading, when you provide us with the bid

information, including when you ask us to provide a quotation for a portfolio trade involving the

commitment of our capital or otherwise. Such transactions may impact upon the prices you subsequently

obtain when we trade with you or when you trade with other firms;

(g) be corporate adviser to the trustee, operator or manager of an investment fund in respect of any units

which we are buying from or selling to you or buying or selling on your behalf; or

(h) provide investment research.

8.7.5 Where we do have such a material interest in, or a potential conflict of interest in relation to, the

transaction or investment concerned, the organizational and administrative arrangements we have established to

prevent or manage conflicts of interest are not sufficient to ensure, with reasonable confidence, that the risk of

damage to your interests will be prevented, we will disclose the conflict to you.

8.7.6 We may receive payment from, or share commissions and charges with our Affiliates or other third

parties in connection with transactions carried out on your behalf. We or any Affiliate may benefit from

commission, mark-ups, mark-downs or any other remuneration where we act for the counterparty to a transaction.

Further details of this are available on request.

8.7.7 For further details on how we deal with conflicts, please see our Conflicts of Interest Policy which can be

viewed via the Representative’s Website.

8.8 Market Abuse

8.8.1 You agree that you will not, whether deliberately, recklessly, negligently or otherwise, by act or

omission, engage in market abuse (within the meaning of Part VIII of the Financial Services and Markets Act

2000) or insider trading (within the meaning of Part V of the Criminal Justice Act 1993), or require or encourage

another person to do so, including your Representative. Market abuse is a civil and/or criminal offence, for which

the sanctions may include a financial penalty and/or imprisonment. Insider trading is a criminal offence for which

you can be prosecuted, fined and imprisoned.

8.8.2 Trading strategies which are aimed at exploiting errors in prices and/or concluding trades at off market

prices (commonly known as arbitrage) are not accepted or permitted. If we consider that you and/or your

Representative either exploited or attempted to exploit such an error, we reserve all rights and may take any action

we consider necessary to prevent future occurrences. This may include the close out, cancellation, termination or

reversal of any relevant contract or open positions and/or termination of any Investment Account or of our Services

under these Terms, as we consider necessary in order to comply with Applicable Law.

8.9 Data Protection and Privacy Policy

8.9.1 General. We will obtain, process and store your personal information in accordance with the UK Data

Protection Act 1998, as such act may be amended, supplemented or replaced from time to time (the “DPA”). Our

forms part of our agreement under these Terms. This section highlights some of the key ways in which we will

hold, use, process and store your personal data.

8.9.2 Disclosure to Third Parties and Transfers Outside of the European Economic Area. For the purposes of

complying with Applicable Law, you consent that we can pass your personal data to other members of our

corporate group, third party service providers in connection with the Services herein (which may include fund

managers and distributors, third party fund administrators and transfer agents, other custodians (including any

sub-custodian), our agents or sub-contractors, consultants required for the provision of the Services, Executing

Brokers and third party payment providers), regulatory and other government authorities in any jurisdiction,

and/or any other persons to whom we are required by Applicable Law to disclose, or where there is a public duty

to disclose, or where our interests require disclosure, or which is required to be disclosed for the purpose of

performance of our obligations under these Terms; and any other persons at your request or with your consent.

This may involve transfer of your personal information to countries outside the European Economic Area,

including countries whose data privacy laws may not be as protective of privacy as those in the United

Kingdom.

8.9.3 You agree that, at any time and in order to comply with Applicable Law, we may send your information

to credit reference and or fraud prevention or similar agencies that help us and others make credit decisions and

which carry out identity, fraud prevention or credit control checks to help reduce the incidence of fraud. We will

be supplied with credit information (although we do not offer lines of credit) as well as information from the

electoral register. The agency will record the details of the search, irrespective of whether we accept your

application. We may use automated credit scoring methods to assess your application and verify your identity.

You further agree that we may provide information, data and documents received from or relating to you and

transactions executed with or for you to (i) Competent Authorities where requested or required to do so in

accordance with Applicable Law; (ii) appointed insolvency practitioners and those responsible for failed

institutions; and (iii) manufacturers and other relevant third parties to the extent reasonably required in accordance

with the FCA Rules and other Applicable Law.

8.9.4 Data Access Requests. You may under the DPA request that we provide you with a copy of the personal

data that we hold about and for you. You may obtain this personal data at a reasonable charge to the extent

permitted under the DPA which may be charged at our discretion.

8.9.5 Duty to Notify. You and your Representative on your behalf are wholly responsible for the accuracy of

any information that you or they provide to us and we accept no liability whatsoever should incorrect data received

from you or from your Representative result in financial loss or damage (including any costs, expenses or

liabilities) of any kind. You will notify us immediately and in writing if you discover that any information we

hold for you is obsolete, incorrect, misleading, inconsistent and/or irrelevant in any way.

APPENDIX A

NISA INVESTMENT ACCOUNT

ADDITIONAL TERMS

This section applies to customers who are opening a NISA Investment Account with us. These NISA Terms

should be read alongside the general Terms and to the extent of any inconsistency these NISA Terms shall prevail.

Winterflood Securities Limited is approved by HMRC as a NISA manager.

Please note that we only operate stocks & shares NISAs under these Terms and not cash NISAs.

1. Application

1.1 You acknowledge that in order to open a NISA, you are and must:

(a) be resident in the UK; and

(b) be aged 18 or over; and

1.2 For the purpose of ensuring compliance with the applicable NISA Rules, you hereby declare that you

have not subscribed, and will not subscribe, more than the overall subscription limit in total to a cash

NISA, a stocks and shares NISA, and an innovative finance NISA, in the same tax year.

1.3 You may also be entitled to open a NISA if you are a Crown employee working outside the UK and you

are being paid out of the UK public revenue or are married to or in a civil partnership with such a person.

1.4 Should your circumstances change and you no longer meet the required NISA eligibility criteria, you must

inform us immediately and in writing as new subscriptions will not be permitted. We may also need to put

restrictions on the transactions you can place.

1.5 To open a NISA Investment Account, you must complete the online application and complete the NISA

declaration which is available via your Representative’s Website and supply all the information requested in order

for us to comply with the NISA Rules and any other Applicable Law. We reserve the right to refuse to open a

NISA Investment Account if and until all the requested information is provided or for any other reason we

reasonably see fit.

1.6 Subject to clause 3 below (Transfers), your stocks and shares NISA will begin when we receive and have

approved both a properly completed application and your valid subscription.

2. Subscription

2.1 You confirm that you will only subscribe with your own money and not with money belonging to another

person. We will only accept payments from a recognised institution and an account held in the name of the

applicant. We do not accept third party payments.

2.2 You agree to comply with any and all investment limits as dictated by HMRC from time to time.

2.3 You may also open a NISA Investment Account and transfer any existing NISA to us from a different NISA

provider.

3. Transfers

3.1 You are entitled to switch provider for stocks and shares NISAs. Should you wish to transfer any existing

NISA from another NISA provider to us, or vice versa, you will need to complete a transfer form. If you wish to

transfer your NISA from another provider to us, and if in our reasonable discretion we decide to accept the transfer,

we will instruct your existing NISA provider to transfer your holdings.

3.2 Your transfer will not be complete until we have received all your holdings from your previous NISA

provider, including any dividends. Whilst we would hope this process would not take more than thirty (30)

Business Days, please be aware that it could take several months as we are partially dependent on your existing

NISA provider.

3.3 You are not permitted to give us an Order to trade on holdings until your assets and/or cash have been

received and registered with us or our Nominee (as the case may be), which means that you may be out of the

market for a certain period. You will not be permitted to subscribe to a current year NISA until we have received

your current year NISA.

4. NISA Holdings

4.1 NISA Rules stipulate that you are only permitted to invest in certain instruments defined as Qualifying

Investments.

4.2 You are not permitted to hold non-Qualifying Investments within your NISA. Should it become apparent

that you are holding non-Qualifying Investments, we will ask you to sell them and retain the cash proceeds within

your NISA, or to transfer those holdings outside of the NISA Investment Account. All NISA benefits will be lost

on those assets/amounts removed from your NISA Investment Account and your current subscription will remain

unchanged after your removal of these assets.

4.3 Upon discovery of a non-Qualifying Investment, we will ask you to take one of the actions in the paragraph

above. If, after a defined period (which will be no more than thirty (30) calendar days), you have taken no action,

we reserve the right in our sole discretion to sell your non-Qualifying Investments and credit any cash proceeds

to your Investment Account. You or your Representative agree to pay all associated fees and charges in that

regard.

4.4 We will notify you or your Representative if, by reason of any failure to satisfy the provisions of the

NISA Rules, your NISA has, or will, become void.

4.5 Any investments within your NISA Investment Account will be, and must remain, completely

beneficially owned by you and you must not grant any rights or interests over the investments to any other person

(for example, you must not allow your investments to be used as security for a loan).

4.6 Title to de-materialised investments (being those investments that can be transferred and held without

evidence of ownership in the form of certificates) within your NISA Investment Account will be held in the name

of our Nominee. However, in the event that share certificates are issued, these will be held by us or as we direct.

4.7 On request, we will arrange for you to receive a copy of the annual report and accounts issued by the

issuing companies in respect of which shares, securities or units are held within your NISA Investment Account.

A charge may be made for the provision of these documents, of which you or your Representative will be notified

in advance.

4.8 On request and in accordance with Applicable Law, we will arrange for you to attend shareholders’,

securities holders or unit holders’ meetings in respect of your investments. We can also arrange for you to vote

and receive any information issued to shareholders, securities holders or unit holders, but only upon the prior and

timely receipt of an instruction by you, or by a Representative on your behalf, to do so.

5. Income and Deductions

5.1 All and any Income received relating to your NISA Investment Account will be paid into your NISA

Investment Account.

5.2 Dividends will be credited to your NISA Investment Account after the deduction of the HMRC flat rate

charge of 10% as required by the NISA Rules. This deduction is not refundable to you. The flat rate charge of

10% is subject to variation by HMRC from time to time and the appropriate rate will be levied at the relevant

time. Please note that the actual tax treatment of your NISA depends on your individual circumstances and

may be subject to change in the future.

6. Transfer out and Withdrawal

6.1 You are entitled to close and/or transfer out your NISA Investment Account holdings whenever you want, in

part or in full. To do this, you will need to make a transfer application to your new NISA manager. You cannot

transfer your NISA Investment Account by closing it and paying the proceeds into a new NISA account with the

new NISA manager. We will only transfer your NISA Investment Account holdings to another NISA manager as

nominated by you and pursuant to receipt of a valid instruction (which may be from your Representative on your

behalf) and any necessary documentation.

6.2 Upon receipt of a valid instruction, we will transfer your holdings as soon as is reasonably practicable but

in any event within thirty (30) days of receipt of all relevant documentation and consents from you or your

Representative and your new NISA manager. The terms of a transfer should be agreed between you (or your

Representative on your behalf), us and your new NISA manager.

6.3 We will allow you to sell part or all of the investments held within your NISA Investment Account. Where

requested, proceeds from the sale of these investments will be paid to you within thirty (30) days of sale.

6.4 You are reminded that once cash and/or sale proceeds are removed from your NISA Investment Account,

all NISA benefits are lost on those amounts and you are unable to pay funds into your NISA Investment Account

other than into your current year NISA Investment Account to the extent that your subscription limit has not been

fully utilised.

6.5 You or your Representative may instruct us to pay cash holdings within your NISA Investment Account

into your bank account, details of which shall be in accordance with the information we hold on record for you.

Typically, we will aim to pay your money out within seven (7) Business Days of receiving your instructions.

7. Death

7.1 In the event of your death, the assets in your NISA Investment Account will continue to benefit from the tax

advantages until the earlier of:

(a) the completion of the administration of your estate;

(b) the closure of your NISA Investment Account; or

7.2 No new subscription can be made into your NISA Investment Account after your death. However, any

interest, dividends or gains in respect of the assets in your NISA Investment Account are exempt from tax. The

assets in your NISA Investment Account will also continue to be managed in accordance with your agreement

with your Representative.

7.3 Upon receipt of all the required documentation, we will act on the instructions of your legally appointed

representatives/executors.

8. General

8.1 We will notify you or your Representative upon becoming aware if your NISA Investment Account

becomes invalid due to a failure to satisfy the provisions of the NISA Rules.

8.2 We may delegate any function or responsibility under these terms in accordance with clause 8.1.4

(Assignment) of the general Terms, and provided we have satisfied ourselves they are competent to carry out

those functions and responsibilities.

8.3 The management of your NISA is subject to the NISA Rules and the rules and guidance of HMRC. In the

event of a dispute regarding these Terms, the NISA Rules and HMRC rules and guidance, the NISA Rules and

HMRC rules and guidance shall prevail.

APPENDIX B

SIPP INVESTMENT ACCOUNT

ADDITIONAL TERMS

1. General

1.1 These terms (“SIPP Terms”) are in addition to the general Terms and sets out the relationship between

us when you open a SIPP Investment Account. Please read these SIPP Terms carefully alongside the

general Terms. To the extent of any inconsistency between these SIPP Terms and the general Terms, the

SIPP Terms shall prevail.

1.2 Please note that WBS is not a provider or administrator of any SIPP. The SIPP will be governed by

the Trust Deed and Rules and the SIPP Administrator will administer the SIPP in accordance with the

Rules. The Trustee (which may also be the SIPP Administrator or someone else) of the SIPP is the legal

owner of all cash and assets within the SIPP, holding them on behalf of the Members. Prior to opening

your SIPP Investment Account with us, you must already be a Member of the relevant SIPP and shall

have independently agreed with the SIPP Administrator to be bound by the Rules of the SIPP which

either have or may be made available to you by your SIPP Administrator.

1.3 We have been appointed by the SIPP Administrator and/or Trustee (as the case may be) to provide

viewing, trading and custody services in respect of the SIPP Investment Account and we have no

obligations, responsibility or liability whatsoever for or in respect of the maintenance, management and

administration of the SIPP. Furthermore, we do not provide any advice as to the suitability of the

SIPP or any investments you may decide to hold in your SIPP Investment Account, which includes

making sure that HMRC contribution limits are not exceeded.

2. Our SIPP Service

2.1 You understand that we offer an execution-only dealing service and you or your SIPP Administrator

and/or Trustee (as the case may be) shall be responsible for all Orders to buy and/or sell in respect of

your SIPP Investment Account.

2.2 The SIPP Administrator and/or Trustee (as the case may be) and you will be treated as our customer

under these Terms. You will be able to carry out trading on the SIPP Investment Account. However,

although we will be able to receive your or your Representative’s instructions regarding payments in and

out of the SIPP Investment Account, your SIPP Administrator and/or Trustee (as the case may be) will

have ultimate authority over the actual receipt or delivery of such payments (including in respect of

cancellation and/or termination).

3. Eligibility for SIPP

3.1 In addition to the eligibility criteria at clause 1 of the general Terms, in order to open up a SIPP

Investment Account you must have already signed up with and be a Member of a relevant SIPP with an

approved SIPP Administrator with which we have already entered into a separate services arrangement.

4. Corporate Actions

4.1 We can receive your or your Representative’s instructions regarding Corporate Actions in respect of

investments in your SIPP Investment Account, which may be performed in accordance with clause 2.9

of the general Terms (Corporate Actions).

5. Cancellation and Termination

5.1 Cancellation. You will have the right to cancel our Services in respect of your SIPP Investment

Account(s) up until fourteen (14) calendar days from the date the relevant SIPP Investment Account was

opened under these Terms.

5.2 If you do wish to cancel our Services in respect of your SIPP Investment Account, we will need to receive

a confirmatory instruction from your SIPP Administrator and/or Trustee (as the case may be), and acting

on those instructions we will either:

5.2.1 return your cash holdings to your SIPP Administrator; and/or

5.2.2 transfer investments in specie to the SIPP Administrator.

5.3 The process for cancellation shall otherwise be as described in the general Terms at clause 2.2.7,

including in respect of the payment of any fees, charges, liabilities and expenses incurred during the

cancellation period.

5.4 Termination. If you do not cancel within the timescales referred to above, you can otherwise terminate

your SIPP Investment Account(s) with us at any time by giving us or procuring that your Representative

gives us, written notice, which must include confirmatory notice from your SIPP Administrator and/or

Trustee, and a request to transfer to another appropriate and identified pension arrangement.

5.5 Unless otherwise required in order to comply with Applicable Law and subject to any obligations owed

to your SIPP Administrator and/or Trustee, we may close your SIPP Investment Account(s) by giving

you or your Representative and your SIPP Administrator and/or Trustee(s) at least three (3) months’ prior

written notice and require you to transfer your investments and cash to another suitable scheme. If you

and/or your SIPP Administrator and/or Trustee do not make arrangements within this time, upon

fulfilment of your obligations (including in respect of payment of any fees and charges due on your SIPP

Investment Account(s)) unless otherwise agreed with the SIPP Administrator and/or Trustee, we will

either transfer your investments or sell your holdings and remit the proceeds to your SIPP Administrator

and/or Trustee and you authorise us to execute documentation on your behalf to complete such

arrangements.

5.6 All Orders to buy or sell investments and other instructions which are pending at the time of receipt will

be binding in addition to any fees, expenses or charges due on your SIPP Investment Account(s).

5.7 Except as described above, the process for termination shall be as otherwise described in clause 7 of the

general Terms.

APPENDIX C

GLOSSARY OF DEFINED TERMS

For the purposes of these Terms, wherever the following words appear, they shall have the meanings set out

below, unless the context otherwise requires:

“Affiliate” means any affiliated companies (as defined by the FCA Rules) of Winterflood Securities Limited.

“Applicable Law” means, as applicable to the provision of the Services described in the Terms, any law, rule,

regulation, order, ruling, judicial interpretation or directive (whether or not having the force of law) referred to in

these Terms and/or which is applicable to you, your Representative, WBS or any Affiliate, any instructions, Orders

or transactions and/or any Services provided hereunder, whether in England or elsewhere, from time to time,

together with: (i) any rule, regulation, requirement, code, notice, guideline, practice note, circular, policy,

recommendation or request (whether or not mandatory) made by any Competent Authority (including the FCA

Rules); (ii) Market Requirements; and (iii) any statutes, executive orders, directives or regulations relating to US

and EU economic sanctions, as modified, amended, restated or replaced from time to time;

“Approved Bank” means a bank where we may deposit money;

“BACS” means the Bankers Automated Clearing System, which we use to pay money to your nominated bank

account;

“Business Day” means a day when the London Stock Exchange is open for trading, excluding Saturdays, Sundays,

public and bank holidays in England;

“CHAPS” means the Clearing House Automated Payment System;

“Client Assets” means financial instruments (including any fractions thereof) that belong to you and that we

receive and/or hold for you, on your behalf, in accordance with the FCA Rules;

“Client Money” means money that belongs to you and that we receive and/or hold for you, on your behalf. This

money is held in accordance with the FCA Rules on Client Money;

“Commercial Settlement System” means, as defined in the FCA Rules, a system commercially available to

firms that are members or participants of the system, a purpose of which is to facilitate the settlement of

transactions using money and/or assets held on one or more settlement accounts;

“Competent Authority” means any governmental, quasi-governmental, regulatory, judicial, revenue, public or

administrative agency, authority or body of competent jurisdiction;

“Complaints Policy” means our policy and documented procedures for ensuring that we handle any complaint

promptly and fairly in accordance with the FCA Rules. Our Complaints Policy is available via the

Representative’s Website;

“Conflict of Interest Policy” means our policy on the management of conflicts of interests, which describes the

steps we will take to identify and manage any conflicts that may arise. This policy is available via the

Representative’s Website;

“Contract Note” means the document prepared by us in relation to each Trade that we have executed for you,

which contains essential information about your Trade such as the type of Order (e.g. a ‘buy’ or ‘sell’), the quantity

traded, the trading date and time of your Trade, all associated charges and such other information as required by

the FCA Rules. Once a Contract Note has been created by us, it will be available for you to view via the

Representative’s Website;

“Corporate Action” means without limitation any rights, issue, calls, conversion, subscription or redemption

rights and takeover or other offers or matters of a similar nature arising with respect of any financial instruments

in your Investment Account(s);

“Corporate or Trust Portfolio” has the meaning described at clause 2.2.4 of the Terms;

“CRD Credit Institution” is a credit institution that has been approved to accept customer deposits and which is

registered as legitimately providing the services of credit institutions according to the Capital Requirements

Directive 2013/36/EU;

“CREST” means the centralised settlement system for securities trades on the London Stock Exchange;

"Delivery vs Payment" or “DvP” means a settlement procedure in which the buyer and the seller of a security

agree that the seller will pay the buyer upon the security’s delivery to the seller;

“DvP Exemption” means the exemption under the FCA Rules which allows a firm to temporarily dis-apply the

custody rules or the client money rules in relation to money or assets held where the transaction is conducted on

a Delivery vs Payment basis;

“Eligible Securities” means the financial instruments which are eligible for the Fractional Dealing Service, as

are identified in the WBS Fractional Securities List (as is made available to your Representative from time to

time).

“Executing Broker” is the term given to any one or more third parties which may or may not be in the UK,

through which we may execute Orders, as further defined in clause 2.5.6;

“Execution Policy” means the policy setting out the sufficient steps we will take to achieve the optimum result

for our clients when executing an Order and for the prompt, fair and expeditious execution of Orders, in

accordance with the FCA Rules. The Execution Policy may be amended from time to time. The current version

of the Execution Policy is available via your Representative’s Website;

“FCA” means the Financial Conduct Authority or any body that shall replace it, being the statutory regulator of

the financial services industry in the United Kingdom that authorises and regulates WBS;

“FCA Rules” means the rules and regulations issued by the FCA as amended, supplemented or replaced from

time to time;

“Fractional Dealing Service” means the service provided by WBS, as described in clauses 2.5.10 - 2.5.17, which

allows clients and customers of WBS to hold fractional units in Eligible Securities.

“GIA” means a General Investment Account;

“HMRC” means Her Majesty’s Revenue and Customs;

“Income” means money from dividends, fund distributions or interest, including interest on cash balances that

we hold;

“Intellectual Property Rights” means any patents, trademarks, Service marks, registered designs, design rights,

copyrights (including copyright in computer software), inventions, trade secrets and other confidential

information, know-how, rights in databases, business or trade names and all other intellectual and industrial

property and rights of a similar or corresponding nature in any part of the world, whether or not registered or

capable of being registered, and including the right to apply for and all registrations or applications to register any

of the foregoing rights;

“Interest and Charges Schedule” means the document (however titled and in whatever form) which details the

interest applicable to any cash holding and all associated charges relating to the Service (and whether provided to

you directly by us or via the Representative on our behalf);

“Investment Account” means any account that you hold with us which will be subject to these Terms, as more

fully described at clause 2.2.4;

“JISA” new junior stock and shares individual savings account containing Qualifying Investments as permitted

under the NISA Rules;

“Joint Portfolio” has the meaning described at clause 2.2.4 of these Terms;

“KIID” means the Key Investor Information Document;

“Limit Order” means an Order to buy or sell a financial instrument at its specified price limit or better and for a

specified amount. If we accept your or your Representative’s request to place a Limit Order, then the provisions

in these Terms will apply;

“Market Data” means any pricing, reference, static data, index or other financial data provided by us in

connection with the Services, to you;

“Market Requirements” means the rules, requirements, customs, conventions and practice of any Trading

Venue, securities or stock exchange, future exchange, market, over the counter market, relevant financial market

association, clearing house, central counterparty, Commercial Settlement System or securities depository;

“Member” means a person who has applied for and been accepted as a member of a SIPP;

“NISA” new means a new stock and shares individual savings account containing Qualifying Investments as

permitted under the NISA Rules;

“NISA Rules” means the Individual Savings Account Regulations 1998 (SI 1998 No.1870), any and all applicable

rules, regulations and guidance of the HMRC and all other Applicable Law, in each case as amended, replaced or

supplemented from time to time.

“Nominee” means any nominee company wholly owned by us which is used solely for holding investments

separately and which does not carry on any other business;

“Order” means an instruction from you and/or from a Representative on your behalf to buy or sell investments

on your behalf;

“Password” means any password, username or trading password chosen by you to access the Service via the

Representative’s Website;

“Portfolio” means any portfolio that is a Single Portfolio, a Joint Portfolio or a Corporate or Trust Portfolio,

which contains your Investment Account(s);

“Qualifying Investments” means the list of stocks and other financial instruments in which a NISA or JISA may

invest;

“Representative” means any person or entity appointed and authorised by you, which shall include an advisor or

any other person or entity appointed to make investment decisions on your behalf, which shall include any

discretionary investment manager, advisor or model portfolio manager, or any other person or entity authorised

to give us instructions and/or Orders and otherwise act on your behalf under and in accordance with these Terms,

and which as at the commencement date of these Terms, includes the entity identified in clause 1.3;

“Representative’s Website” means the website (including any portal or graphical user interface) managed and

operated by your Representative which, as at the commencement date of these Terms, is identified in clause 1.4;

“Retail Client” has the meaning set out in the FCA Rules;

“Rules” means the rules of the SIPP (available from your SIPP Administrator) governing management of the

SIPP;

“Scrip Dividend” is the process whereby a company may offer to shareholders the alternative right to elect to

receive new shares instead of a cash dividend;

“Service” means the execution only (non-advisory) service and related settlement and custody Service that we

provide under these Terms;

“Settlement Date” means the Business Day on which purchased securities are due for delivery to the buyer and

payment is due to be made to the seller and vice versa for the purposes of a sale, and the investments or the title

to the investments is transferred from the seller to the buyer;

“Single Portfolio” has the meaning described at clause 2.2.4 of these Terms;

“SIPP” means a Self-Invested Pension Plan;

“SIPP Administrator” means the company or person or group of individuals appointed to administer the SIPP

in accordance with the Rules, which may or may not include the Trustee;

“SIPP Investment Account” means a SIPP Investment Account as further described at clause 2.2.5;

“Sub-Custodian” means a bank or financial institution providing custody services in respect of a market or

jurisdiction, on behalf of another custodian who may not have an operation in that market or jurisdiction;

“Trade” means the execution of a purchase or sale as a result of an Order;

“Trading Venue” means any regulated market, multilateral trading facility or organised trading facility, as

defined in the FCA Rules.

“Trust Deed” means the trust deed pursuant to which the trust was set up and the relevant SIPP established;

“Trustee” means the trustee of the SIPP; and

“US Person” includes any citizen of the United States of America (“US”) or any person holding a US passport

regardless of residency or domicile; or any company having a registered office in the US or anyone who has an

obligation to pay tax to the US tax authorities on their worldwide income.

APPENDIX D

SIPP INVESTMENT ACCOUNTS

ADDITIONAL TERMS FOR SIPP TRUSTEES

Provided upon request (or for existing clients, as separately agreed, where applicable).

APPENDIX E

ADDITIONAL TERMS FOR CORPORATE CLIENTS

Provided upon request (or for existing clients, as separately agreed, where applicable).

APPENDIX F

JISA INVESTMENT ACCOUNT

ADDITIONAL TERMS

These Junior Individual Savings Account Additional Terms (the “JISA Terms”) apply to customers who are

applying to open a JISA Investment Account (“JISA”) with us on behalf of an Eligible Child (as defined in clause

3.1). These JISA Terms should be read alongside the general Terms (together the “Terms”) and to the extent of

any inconsistency these JISA Terms shall prevail. In addition, the JISA and the Terms are subject at all times to

the NISA Rules (which contain the detailed rules for both NISAs and JISAs), as further described in clause 11.3.

Winterflood Securities Limited is approved by HMRC as a JISA Manager and will act as such in relation to the

JISA.

Please note that we only operate a stocks and shares JISA under these Terms and not a cash JISA.

1. Commencement

1.1 The JISA Terms shall become effective on the date on which we accept your application for the JISA

(and JISA transfer form, if applicable) and receive your valid minimum payment.

1.2 If we receive your completed JISA application prior to the tax year to which it relates (being a period

commencing on 6 April in any year and ending on 5 April in the following year, the “Tax Year”), we

may accept it but we cannot implement your investment instructions until the start of the new Tax Year.

2. Application

2.1 Eligibility: You acknowledge that in order to open a JISA, you are and must:

(a) be in compliance with our general eligibility criteria (be resident in the UK and aged 18 or over);

(b) be either the child’s natural parent or a person with parental responsibility for the child;

and

(d) be in compliance with the declaration at clause 12.1.

2.2 Application Process: In order to open a JISA you must:

(a) complete the online JISA application (and JISA transfer form, if applicable) which are available via

your Representative’s Website; and

(b) supply any and all information and/or documents as we may reasonably request in order for us to

comply with the NISA Rules, or reasonably require to support your application, including

information as to your identity, the source of funds and in respect of your capacity (as described in

clause 2.1), which may include proof of parental responsibility.

2.3 Registered Contact:

(a) We can only accept instructions from the “Registered Contact” of the JISA. There can only be

one Registered Contact at any time. The Registered Contact may be either:

(i) a person meeting the criteria set out in clauses 2.1(a) and (b) who has completed and signed

the JISA application; or

(ii) the Eligible Child if they are aged between 16 and 18 and they have told us that they want to

become the Registered Contact. This will be subject to our prior written agreement and

separate terms will apply as between us and the Eligible Child in such circumstances.

(b) For the purposes of these JISA Terms, clause 2.3(a)(i) applies (i.e. you are submitting the JISA

application and will therefore be the Registered Contact for the JISA), accordingly all references to

‘you’ in these JISA Terms refer to you in your capacity as Registered Contact.

(i) we may accept instructions from you (as Registered Contact) or from your Representative on

your behalf; and

(ii) all correspondence from us will be made available to you via your Representative,

in each case as described in the general Terms.

2.4 The Registered Contact can only be changed with the consent of the existing Registered Contact unless

certain circumstances exist, as further described in clause 10.2. Where we become aware that (if

applicable) the Registered Contact for a JISA no longer has parental responsibility for the child, we will

not be able to take instructions on the account until a replacement Registered Contact application has

been made, pursuant to clause 10.2, and accepted by us.

2.5 We reserve the right, in our entire discretion and without liability of any kind, to refuse to open a JISA,

including if and until all the requested information and/or documents are provided or for any other reason

we see fit (even if you are an existing customers).

3. Eligible Child

3.1 A child is an “Eligible Child” if, when the JISA application is made, they are:

(a) under the age of 18;

(b) born on or after 3 January 2011 or they do not have a Child Trust Fund (“CTF”) (or if they do have

a CTF, provided that this will be transferred into the JISA as part of the JISA application). A CTF

is a Child Trust Fund established in accordance with the Child Trust Fund Regulations 2004 as

amended, supplemented or replaced from time to time; and

Crown servant, or they are a dependant of a UK Crown servant).

3.2 An Eligible Child cannot have more than one stocks and shares JISA at any time.

3.3 If the Eligible Child is not eligible for a JISA (and/or you are not eligible to apply for one on their behalf)

when making your application, then any subscriptions made by you may be voided and returned to you

and the tax benefits and exemptions of a JISA will not apply.

3.4 If, having previously subscribed for a JISA, the Eligible Child no longer meet the eligibility criteria for

a JISA, or the child already has another valid JISA of the same type, then the JISA will become void.

This means that the JISA will lose its tax benefits and we may speak to HMRC to determine what steps

we should take.

4. Payments and Limits

4.1 There are prescribed maximum investment amounts dictated by HMRC that apply to JISAs in any Tax

Year and which may be subject to change by HMRC from time to time. It is your responsibility not to

exceed the overall JISA subscription limit prescribed by HMRC. You are not permitted to ‘roll over’

any unused subscription allowance or part thereof from one Tax Year to another.

4.2 The minimum payment that can we can receive for investment in the JISA at any one time is £1, or any

other amount as we may notify to you via your Representative in writing from time to time.

4.3 You may make payments into the JISA at any time, but we will only accept payments electronically by

bank transfer, BACS or CHAPS (or by such other methods as we may agree with you from time to time,

as further set out in the general Terms). Payment must be from a recognised institution and from an

account held in your name, which has been validated by us as a legitimate account belonging to you. We

do not accept third party payments.

4.4 All payments made into the JISA are deemed to be a gift to the Eligible Child and so cannot be withdrawn,

returned or transferred except in accordance with these JISA Terms or the NISA Rules.

4.5 If we identify that a payment received in respect a JISA is in excess of the limits prescribed by HMRC

at the time when you are making the subscription, we can refuse to accept the subscription. Where we

identify the excess after it has entered into the JISA, we may speak to HMRC to determine what steps

we should take.

5. JISA Holdings

5.1 The NISA Rules stipulate that the investments you may purchase and hold in a JISA must be Qualifying

Investments, orders in respect of which will be instructed to us by your Representative on an execution-

only basis in accordance with the general Terms. You are not permitted to hold non-Qualifying

Investments within a JISA. Should we become aware that the JISA contains any non-Qualifying

Investments, you or your Representative may be required to instruct us to sell them or transfer those

holdings outside of the JISA, but in all cases the action to be taken (and the resulting impact, if any, on

the current subscription limit and JISA benefits) shall be subject to the NISA Rules. We will have no

liability whatsoever to any person for any losses of any kind arising from or in connection with the sale

of any non-Qualifying Investments.

5.2 If, upon discovery of any non-Qualifying Investments, you or your Representative have taken no action

within a specified period (which will be no more than thirty (30) days), we reserve the right in our sole

discretion (and without liability of any kind) to sell the non-Qualifying Investments and credit any cash

proceeds to the JISA. You or your Representative agree to pay all associated fees and charges in that

regard and will hold us harmless from and against any and all losses incurred in relation thereto.

5.3 You understand and agree that the Eligible Child will be the beneficial owner of the Qualifying

Investments and/or cash in the JISA, and you confirm that you have not granted any rights or interests

over the same to any other person (for example, you must not allow these to be used as security for a

loan). Furthermore, you confirm that no one else has or will have any rights in respect of any Qualifying

Investments or cash, including rights to demand that these be transferred to settle amounts you owe, or

to sell the investments, and you will not, without our prior written agreement (and subject to the NISA

Rules) sell, dispose of, deal with or give anyone else any rights over the Qualifying Investments and/or

cash in the JISA.

5.4 On request, we will arrange for you to receive a copy of the latest annual report and accounts issued by

the issuing companies in respect of which shares, securities or units are held within the JISA. A charge

may be made for the provision of these documents, of which you or your Representative will be notified

in advance.

5.5 On request and in accordance with Applicable Law, we will arrange for you to attend shareholders’,

securities-holders’ or unit-holders’ meetings in respect of Qualifying Investments. We can also arrange

for you to vote and receive any information issued to shareholders, securities-holders or unit-holders, but

only upon the prior and timely receipt of an instruction by you, or by a Representative on your behalf, to

do so.

6. Income and Deductions

6.1 Any and all Income received relating to Qualifying Investments held within the JISA will be paid into

the JISA. Income received on Qualifying Investments does not count towards the annual subscription

limit.

6.2 Income will be credited to the JISA after the deduction of any applicable taxes. Please note that the tax

payable in relation to the JISA will depend on the Eligible Child’s individual circumstances and

may be subject to change in the future.

6.3 All cash held in the JISA will be held in a client money account by an Approved Bank or CRD Credit

Institution in accordance with the FCA Rules and other Applicable Law, as per the general Terms.

7. Transfers and Withdrawals

7.1 Transfers in: An existing JISA (or CTF) held with another manager may, subject to the NISA Rules

related to transfers, be transferred to our JISA service (in the form of cash only). Such transfers are

subject to our agreement and our receipt of any and all information and/or documents (including

instructions and any JISA transfer forms) as we may reasonably request or require, and subject to

satisfactory completion of any and all anti-money laundering, know-your-customer or other checks we

require (to be determined and undertaken in our sole discretion), including fraud prevention checks.

7.2 The cash received in relation to the existing JISA must have been within the relevant annual subscription

limit(s) in each Tax Year and in accordance with the NISA Rules, and the value of the cash from the

incoming JISA or CTF must not be less than the current minimum payment for our JISAs (as specified

in clause 4.2).

7.3 If any documents (including any instructions) required to effect a transfer to us are incomplete or not

received by us, this may delay the transfer process and the commencement of the Services.

7.4 Transfers out: You are entitled to close and/or transfer out JISA holdings to a new JISA manager

whenever you want, in accordance with the NISA Rules related to transfers. To do this, you will need to

make a transfer application to the new JISA manager who should then contact us to discuss the transfer.

We will only transfer JISA holdings to another JISA manager as nominated by you and pursuant to

receipt of a valid instruction (which may be from your Representative) subject to our receipt of any

necessary information and/or documents and satisfaction of any checks that we require.

7.5 Transfer process: upon receipt of a valid instruction, we will transfer the JISA holdings as soon as is

reasonably practicable but in any event within thirty (30) days of receipt of all relevant information,

documentation and consents from you or your Representative and the outgoing or incoming JISA

manager (as the case may be). The terms of a transfer should be agreed between you (or your

Representative on your behalf), us and the incoming or outgoing JISA manager (as applicable).

7.6 Please note that it is not possible to transfer only some of the payments made into the JISA in the current

Tax Year: any current Tax Year payments must be transferred in full. We will allow you to transfer to

another stocks and shares JISA or a cash JISA in the name of the Eligible Child by re-registering the

investments into a new JISA manager’s name (or their nominee) or by liquidating the investments and

transferring the cash received (as appropriate).

7.7 Withdrawals from the JISA may only be made if the Eligible Child has a terminal illness, is deceased, to

meet certain charges and other specific expenses, or the JISA is otherwise closed in accordance with the

NISA Rules and these JISA Terms (please see clauses 8 and 9 below for more information).

7.8 You are reminded that once cash and/or sale proceeds are removed from the JISA, all JISA benefits are

lost on those amounts and you are unable to pay funds into the JISA other than to the extent that the

subscription limit has not been fully utilised for the current Tax Year.

8. Terminal illness or Death

8.1 In the event that the Eligible Child is terminally ill, the parents of the child can make a claim to HMRC

to be allowed access to the funds in the child’s JISA. As Registered Contact you, or your Representative

on your behalf, may subsequently instruct the withdrawal of funds held in the JISA, whether in whole

(in which case the JISA will be closed) or in part (subject to a minimum balance of at least £10 being

retained within the JISA). Such withdrawals may only be effected in cash (pursuant to the sale of any

relevant investments, where applicable). We will permit the withdrawal of such funds, subject to the

NISA Rules and these Terms, once we have received a valid authenticated approval from HMRC (which

may be passed to us by the Registered Contact) that the funds in the JISA can be withdrawn. We may

elect to contact HMRC to verify this.

8.2 If we receive notification of the death of an Eligible Child and this is verified with a death certificate, the

JISA will continue to benefit from the tax advantages afforded to it until the earlier of:

(a) the completion of the administration of the Eligible Child’s estate;

(b) the closure of the JISA; or

8.3 No new subscriptions can be made into the JISA after the death of the Eligible Child. However, any

interest, dividends or gains in respect of the assets in the JISA are exempt from tax. The assets in the

JISA will also continue to be managed in accordance with your agreement with your Representative.

9. Closing the JISA

9.1 The JISA can only be closed:

(a) on the death of the Eligible Child (as described in clause 8.2);

(b) on the Eligible Child reaching their 18

birthday;

(d) where a nil balance arises in the following circumstances:

(i) a JISA has been opened and the minimum payment made, however the contributions cease

and agreed fees and charges subsequently bring the balance to nil; or

(ii) a terminal illness claim has been accepted by HMRC and the Registered Contact has

withdrawn the funds held in the JISA (as further described in clause 8.1).

9.2 In respect of clause 9.1(b), when the Eligible Child reaches 18, the JISA will automatically cease to be a

JISA and will close to new subscriptions. The funds may subsequently either:

(a) be withdrawn from the JISA; or

(b) on the Eligible Child’s 18

birthday, the JISA will automatically transfer to a standard NISA

Investment Account, provided:

(i) the NISA Rules are satisfied,

(ii) we are permitted to do so by HMRC; and

(iii) the individual meets our eligibility criteria as set out in the general Terms and NISA Terms

(Appendix A).

The replacement NISA Investment Account will be established for the individual in their own right

and the NISA Investment Account – Additional Terms – as contained in Appendix A hereto, as read

alongside the general Terms, shall instead apply.

9.3 If the individual wishes to make subscriptions, or to make withdrawals, after their 18

birthday, they will

need to provide us with their National Insurance number (if they have one) and confirm their residence

status and any other necessary eligibility criteria to us (as we may request). They will be required to

provide a standard ISA declaration and authority by completing a full application to subscribe to a NISA,

as if this was an entirely new account.

9.4 Any transfer, withdrawal or termination described in clauses 8 and 9 will be subject to the payment of all

costs and charges due and payable to us, the settlement of any outstanding transactions in relation to the

JISA and the payment of any commissions or fees or any other charges in relation to the account, as

described in the general Terms.

10. Informing us of Changes

10.1 You undertake to inform us, without delay, of any change in the circumstances or status of you (both in

your capacity as the Registered Contact or in terms of our general eligibility criteria) or the Eligible

Child, including any change of address, name, bank account, residency, tax status, or if you or the Eligible

Child is or becomes a US Person.

10.2 Any request to change the Registered Contact must be submitted to us in writing. The Registered Contact

can only be changed with the consent of the existing Registered Contact, except where the following

applies:

(a) the applicant for Registered Contact status is the Eligible Child who is 16 years or older (subject

to our prior written agreement and as further described in clause 2.3);

(b) on the death or incapacity of the existing Registered Contact;

(d) the existing Registered Contact can’t be contacted (if there’s been no contact within 12 months or

post has been returned unopened);

(e) a court order brings to an end the existing Registered Contact being a person with parental

responsibility for the child;

(f) a court has appointed a guardian or a special guardian of the child who holds the JISA;

(g) a court orders that the person who is the existing Registered Contact cease to be so; or

(h) the new Registered Contact has adopted the child under an adoption order.

10.3 If an adoptive parent tells us that they want to become the Registered Contact, once we have received

sufficient documentation to satisfy us that the person is the adoptive parent of the child, we will update

the Registered Contact accordingly.

11. General

11.1 We will notify you and/or your Representative upon becoming aware if the JISA becomes invalid due to

a failure to satisfy the requirements of the NISA Rules, including if we receive an instruction from HMRC

that the JISA is void.

11.2 We may delegate any function or responsibility under these terms in accordance with clause 8.1.4

(Assignment) of the general Terms, and provided we have satisfied ourselves they are competent to carry

out those functions and responsibilities.

11.3 The management of the JISA is subject to the NISA Rules and the rules and guidance of HMRC. In the

event of any conflict between these Terms, the NISA Rules and HMRC rules and guidance, the NISA

Rules and HMRC rules and guidance shall prevail.

12. Declaration

12.1 For the purpose of ensuring compliance with the Terms and the NISA Rules, you hereby declare that:

(a) the JISA application is made to open a stocks and shares JISA;

(b) you are resident in the UK and over the age of 18;

(d) you will be the Registered Contact for the JISA;

(e) the Eligible Child (1) is not a US Person and (2) is either:

(i) resident in the UK;

(ii) a UK Crown servant;

(iii) married to, or in a civil partnership with, a UK Crown servant; or

(iv) the dependent of a UK Crown servant;

(f) the Eligible Child named in the JISA application will be the beneficial owner of the investments

within the JISA;

(g) you have not subscribed and will not subscribe for another stocks and shares JISA for the Eligible

Child (and, if the Eligible Child holds a Child Trust Fund (CTF) account, that this will be transferred

into the JISA as part of the JISA application);

(h) you are not aware that the Eligible Child has another stocks and shares JISA;

(i) you are not aware of any other JISA subscriptions that will result in the Eligible Child exceeding

the annual subscription limit; and

(j) you will not knowingly make subscriptions to a JISA for the Eligible Child that would result in the

subscription limit being exceeded for this or any subsequent tax year.

12.2 You further declare that:

(a) you authorise us to hold the Eligible Child’s cash subscriptions and any interest earned on those

subscriptions, together with any investments within the JISA and any dividends and/or other rights

or proceeds in respect of those investments; and

(b) you authorise us to make, on the Eligible Child’s behalf, any claims to relief from tax in respect of

investments in the JISA;

information contained within the JISA application (and JISA transfer form, if applicable) is true,

complete and up-to-date; and

(d) you agree that the JISA application is subject to WBS’s agreement and we may decline to accept

any JISA application as further described in these JISA Terms.