V2.12 01/12/2024

Terms and Conditions for Clients

1. Introduction

The below outlines the terms and conditions (“Terms”) on the basis of which we provide our Services.

These Terms, together with:

• The Website Terms and Conditions
• the Client Profile completed by you in connection with your application to open a Client Account;
• our Fee Schedule; and
• the Risk Disclosure Statement we have provided;

constitutes the ‘Agreement’ between you and us for the provision of our Services in relation to that Client Account.

In these Terms, references to ‘we’, ‘us’ or ‘our’ are to InvestEngine (UK) Limited, a company incorporated in England and Wales under company number 10438231, and references to ‘you’ or ‘your’, or to a ‘customer’ or ‘client’, are to any person or Corporate Investor opening or operating a Client Account with us.

Certain capitalised words and expressions have been given specific meanings, either in the text of these Terms or as set out in section 30 below, and have those meanings when used in these Terms, unless the context suggests or requires otherwise.

Our registered office is 3rd Floor, Lawford House, Albert Place, London, N3 1QA. We are authorised and regulated by the FCA to carry on investment business in the United Kingdom. Our FCA registration number is FRN 801128.

These Terms take effect as soon as you have agreed to them and any accompanying information on our Platform and provided all information required by the sign up process. Please read these Terms carefully before accepting them. These Terms detail the Services which we will provide and set out obligations and rights applying between ourselves and you. If there is anything you do not understand or with which you do not agree, please contact us by email at info@investengine.com.

2. Client Acceptance and Provision of Services

2.1. These Terms cover the provision of Discretionary investment management services, Execution services, ISA management and related custody services to you in relation to your Client Account.

2.2. We will only provide Services with for Available Investments. An up-to-date list of Available Investments can be found in our Execution Policy in Appendix 1.

2.3. We may decline to accept the Client Profile or to open a Client Account for you unless the Client Profile has been completed fully, assessed by a member of our team, and the identification and verification procedure is complete. If we are satisfied with all the information we have received from you, we will notify you of acceptance and you may start to use our Services. We may at our absolute discretion refuse to accept the Client Profile and not open a Client Account.

2.4. Once we accept your Client Profile and open a Client Account for you, you may select the specific Portfolio type you wish to receive from us by way of selecting a Portfolio within the Platform that is either;

• “Discretionary” (Managed); or
• “Execution.” (DIY)

The terms that relate to these Portfolio types are provided under these Terms and more specifically under sections 9 (Discretionary) and 10,11 (Execution). For any Portfolio type which is selected and subsequently funded, we will provide the ancillary services required under these Terms to operate your Client Account

2.5. We do not provide financial, legal or tax advice or recommendations based on your personal circumstances outside of the specific mechanics of our Discretionary service. Should you require advice or recommendations with respect to our Services, please contact an independent financial advisor.

2.6. Under these Terms, you operate at your own level of risk whilst using our Services. We require all of our clients to have read and confirmed our Risk Disclosure Statement provided. With respect to Discretionary Services, we do not have any influence over individuals’ profiles who wish to operate at high risk levels; this is at the sole discretion and instruction of the individual themselves. You are solely responsible for deciding the mandates to be followed or individual securities to be executed.

2.7. We do not offer joint Client Accounts at this time. In exceptional cases, such as to assist accessibility, where you have requested in the Client Profile that the Client Account is to be held in the name of more than one person or for an additional person to be provided access to the account, we will identify and verify each individual.

Corporate Customers

2.8. Where an Account is held in the name of a UK registered Limited Company we will only take instructions from a director of the Limited Company or the authorised persons or representatives notified to us by a director of the Limited Company in writing, and in each case for whom we have completed anti‑money laundering checks. It will be the director’s or the authorised person’s responsibility to ensure the legal entity is able to make those investments offered by us and where necessary has taken necessary legal and tax advice in relation to our investment products.

2.9. For a Corporate Customer to transact into ETFs, you are required to supply us with an LEI for transaction reporting purposes. Trading cannot take place without an LEI. Should a Corporate Investor use an existing LEI it is your responsibility to maintain this and notify us should this change.

2.10. You, as a Director of a Company or Partner of a Partnership, can instruct us to obtain an LEI on your behalf using an appointed agent RapidLEI. By agreeing to these terms you have provided us with authorisation to obtain or renew the LEI on your behalf and that we can sign the RapidLEI Terms of Service on your behalf as a Registration Agent. A copy of these terms can be found via this web address: https://rapidlei.com/documents/global-lei-system-terms/. We will inform you should we require you to sign a RapidLEI Letter of Authorisation (LOA) which will include the transfer of an existing LEI to RapidLEI. There is a fee payable for new, transferring and ongoing renewal of the LEI. The actual fees will be disclosed to you at the outset and at the time of renewal. These fees will be deducted from cash held within your Portfolio.

Overseas Customers

2.11. We will by default, only accept customers based in the UK and who hold their Nominated Account in the UK. From time to time and at our absolute discretion we may accept customers from overseas jurisdictions. Certain jurisdictions may require additional or extended due diligence to be carried out where required by our legal and regulatory requirements. We will advise you of any additional documentation required if it becomes necessary.

3. Terms Applying to ISA accounts

3.1. The terms and conditions set out in this section apply to an ISA Portfolio. You will be considered to have agreed to these terms on the opening of a Client Account, but these terms will not apply until you subscribe to an ISA.

3.2. We offer Stocks & Shares ISA accounts (‘Stocks & Shares ISA’), and are authorised to offer Stocks & Shares ISAs under HMRC reference number Z2012 To subscribe for a Stocks & Shares ISA, you must be a UK resident aged 18 or over. Corporate Investors will not be eligible for the Stocks & Shares ISA.

3.3. You are subscribing to a Stocks & Shares ISA for the current Tax Year i and each subsequent Tax Year by sending funds from your bank or transferring a current Tax Year ISA.

3.4. You can subscribe to multiple Stocks & Shares ISA within each tax year, either with us or another provider.

3.5. The maximum amount that can be added to all stocks & shares ISAs in each Tax Year is prescribed by the ISA Regulations.

3.6. The ISA investments contained within your Stocks & Shares ISA will be, and will remain in, your beneficial ownership and will not and cannot be used as security for a loan except to the extent permitted by the ISA Regulations.

3.7. The title to your ISA investments, in the case of investments in registered form, will be registered in the name of the Nominee and in the case of investments in book entry form, held in Client Accounts with CREST.

3.8. We will make sure that any person to whom we delegate any of the functions or responsibilities under the terms agreed with you is competent to carry out those functions and responsibilities.

3.9. We will notify you by email if your ISA has, or is likely to, become void.

3.10. The agreement between you and us in relation to your Stocks & Shares ISA 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 cash proceeds of transfer from your previous ISA manager. To open an ISA in a specific tax year it is your responsibility to ensure a valid application and subscriptions are received in good time before the tax year end.

3.11. You authorise us to disclose to HMRC all such information as required by law.

3.12. At your request, we will transfer all or part of your ISA investments (with the associated rights and obligations) to another ISA manager, in accordance with the ISA Regulations relating to transfers. Where you request to transfer a fractional share, we may be required to sell all or part of your investments and transfer the ISA as cash.

3.13. We will process any withdrawal or transfer request promptly and in any event within the 30‑day maximum period as per the ISA Regulations. If you request your withdrawal or transfer to be affected at a specific time, we will take all reasonable steps to meet your request; for ISA transfers, we are dependent upon the receiving ISA manager and cannot guarantee to meet your request.

3.14. This is not a flexible ISA product. If you withdraw funds from your ISA, that portion of your allowance remains used up. As a result, if you have already invested the maximum amount in the ISA, you will not be able to replace the funds withdrawn.

3.15. Our default ISA settings will automatically renew your ISA for the subsequent tax year provided you make at least one contribution to your ISA in each tax year. For the avoidance of doubt, should you fail to make a contribution to your ISA in a given tax year, your ISA will lapse for the following tax year and a new ISA application would be required from you.

4. Disclosure of Certain Risks

4.1. By agreeing to these Terms you confirm that you have read and understood the latest version of the Risk Disclosure Statement. This statement sets out the risks associated with investing into ETFs and similar exchange traded products, including the provision of our Services. By continuing to use our service you also agree to any amended versions that we post to our Website in the future. We will notify you of any material amendments that are made to these Terms.

4.2. In addition to agreeing to the Risk Disclosure Statement, you acknowledge and agree that:

4.2.1. the value of investments made on the Client Account may go down as well as up and are not guaranteed;

4.2.2. any Execution Only investment that you make is entirely of your own volition and without influence of us, and you accept in its entirety the risk of such an investment.

4.2.3. any Discretionary investments made on behalf of your Client Account by us are subject to various market, currency, economic, and business risks as well as the risk that those investment decisions will not always be profitable.

4.2.4. past performance results achieved by individual investments or accounts supervised or managed by us are not indicative of the future performance of the Client Account; and

4.2.5. investments are subject to investment risk, including the possible loss of principal amount invested.

5. Communications

5.1. All communications from all parties in relation to services provided by us will be in English. Unless otherwise specified by these Terms, our current appropriate contact information is available on our Website or via our Platform.

5.2. Unless you notify us otherwise, we may accept instructions from anyone whom you have named as being authorised to give instructions on your behalf and have access to the Platform. Where the Client Account is in the name of more than one person or a corporate body, any communication may be given by any Client Account holder or authorised person, including any instruction to close the Client Account or to transfer any cash to an approved bank account we have on file.

5.3. We may communicate with you at any time, including by email or telephone where we wish to discuss your Client Account with you. We will endeavour to make such calls to you between 0900hrs and 1700hrs, Monday to Friday.

5.4. You can instruct us with any action on your Client Account via our Platform.. All instructions received from you will be effective until cancelled by you using our Platform or contacting us directly via the email or telephone details on our Website where this is possible. For all other notifications these can be communicated to us by email or via the Platform.

5.5. We may record and monitor any telephone conversation that we have with you for training purposes or where otherwise required by law. We will store recordings in compliance with applicable law and for so long as is necessary for such purposes.

5.6. We may rely upon any email address provided by you being active and up‑to‑date and upon the integrity of communications to and from that email address and, accordingly, we may (at our discretion) accept instructions from that email address and will be entitled to send notices and communications to you at that email address. We cannot guarantee that electronic communications will be successfully delivered, or that they will be secure or virus free. To the fullest extent permitted by law, we will not be liable for any loss, damage, expense, harm or inconvenience caused as a result of an email being lost, delayed, intercepted, corrupted or otherwise altered or for failing to be delivered for any reason beyond our control.

5.7. We may also send communications or notices to your postal address, as set out in your Client Profile. It is your responsibility to notify us of any changes to your details we hold as part of your overall profile.

5.8. Any communications or notices that we send to you will be deemed to have been received by you (if sent by email) when we have received confirmation from our server that the relevant message has left our systems or (if sent by post) 2 Business Days after posting. Any communications or notices that you intend to send to us will only be effective upon receipt by us and (where we advise you it is so required in our discretion) any additional verification required by us has also been received by us.

5.9. All physical documents that are sent by us to you or to any other person in connection with our Services, or sent to us (by you or by any other person in connection with our Services) are dispatched at your risk. In the case of documents sent by us, provided the document has been correctly addressed and placed into the postal system with postage paid, we have discharged our obligations in connection with that document. Unfortunately, some items are not received on time or never arrive at all and, in these circumstances, we are unable to accept responsibility; accordingly, provided (in the case of documents sent by us) we have discharged our obligations as set out in this clause, you agree that we have no liability to you or to any other person for any loss, cost, expense or liability arising (directly or indirectly) as a result of the late delivery or non‑delivery of any physical document and you agree to indemnify us against any loss, cost, expense or liability that we may incur as a result. If you would like a duplicated version of the original information we have sent to you, please email your instructions to info@investengine.com.

5.10. We will treat you fairly and with respect in all our communications with you. Language or actions that are considered abusive, aggressive or harassment of any kind will not be tolerated by our staff members. We reserve the right to handle any such behaviour in the manner we see fit, including but not limited to the ceasing of communications, the refusal to open an account or notice to close your account.

6. Platform Usage

6.1. In order to use our Services you will be provided access to our Platform. Our Platform will typically take the form of a web-based portal and/or mobile application, however we may adjust the Platform and its parameters at any time. Where we make the Platform unavailable for any reason, the considerations under section 21 applies

6.2. Access to the Platform will require your Secure Details. These details and how they are used will depend on the version of the Platform you are using and must be held by you at all times to ensure that you maintain access to the Platform. If you have lost or forgotten your details, you will be able to reset your Secure Details via the Platform or by emailing us at info@investengine.com.

6.3. Your Secure Details for access to our Platform are personal to you and you must not disclose them to a third party. If you suspect that your details have been obtained by someone who has not been authorised by you, you should contact us immediately by email at info@investengine.com. We will not be responsible for any loss suffered by you as a result of you disclosing your log in details to a third party or as a result of a third party obtaining your log in details (save as a result of our negligence) and in each case you did not inform us of the third party gaining access to your log in details.

6.4. From time to time we may be required to communicate with you for the purpose of fulfilling our legal or regulatory obligations. We may opt to make such a communication via the Platform at our absolute discretion, and it will be your responsibility to check the Platform for any message, report or documentation provided.

7. Payments and Account Instructions

7.1. We will only accept funds transferred from, or drawn on, UK, Channel Island, or Isle of Man bank accounts that are classified as a ‘current account’ or a building society account in your name(s). For Corporate Investors, we will accept funds from accounts registered in your name with Companies House or an equivalent official company register in jurisdictions outside of the United Kingdom (as applicable), provided we are satisfied, at our discretion, that we hold sufficient due diligence information and documentation to meet our regulatory obligations regarding the source of funds as being from an ‘approved account’. E-money accounts may be accepted at our discretion and could be subject to additional due diligence requirements. Please note that we only accept cash transfers into your Client Account; we cannot accept the transfer of investments or other assets, except in the case of an ISA transfer.

7.2. Instructions for making payments to your Client Account are provided on the Platform, including details of any minimum top-up amounts. Your initial payment must meet our Minimum Portfolio value unless you are setting up a Savings Plan. Once your Client Account is open, you can make additional ad hoc payments at any time and amend your payment amounts on the Platform. All payments to your Client Account must come from an approved bank account, that we have verified, and include the reference we provide. Any payments received from unapproved accounts or without the necessary information may be returned.

7.3. If you wish to close your Client Account or to withdraw any of the value of your Portfolio, then you may only do so by selecting the appropriate function available to you on the Platform, specifying (where relevant) the sterling amount which you wish to withdraw. Any such request is irrevocable once submitted and constitutes an instruction to realise such amount of your investments, pro rata across your holdings, as is necessary in order to realise the requested sterling amount (net of fees).

7.4. You should note that whilst such instructions will be actioned as soon as practicable, there may be fluctuations in the values of your investments and/or currency exchange rates between the point when your instruction is submitted and the point when it is executed. We may treat an withdrawal instruction that provides an amount greater than the realisable value of your Portfolio, or which would result in your Client Account having a residual value of less than the Minimum Portfolio, as an instruction to close your Client Account. The withdrawal amount paid to you will also include any Income held at the time the instruction was received, which will be subject to our fees during the encashment period. Subject to these Terms, settlement of withdrawal instructions will usually be made promptly after the relevant settlement period, normally two Business Days from the trade date in the relevant markets.

7.5. If you choose to have the Income generated from your investments paid to your approved bank account as cash or assets, the Income received in the preceding month will be paid within 5 Business Days the following month. Income will be paid gross of tax and you are responsible for your own taxation affairs. The Income awaiting payment will not form part of your overall Portfolio for fee calculation purposes.

7.6. We will only pay amounts due electronically to an approved bank account in your name (s) or, where you are a Corporate Investor, your name registered with Companies House or other official company register in any jurisdiction other than the United Kingdom (as applicable). If you wish to make any changes to these arrangements, we require authorisation from all Client Account holders and may impose further requirements before implementing any such changes. We can only transfer cash out of your Client Account; we cannot transfer any investments to you or any third party on your behalf. We may need to undertake further due diligence checks and/or request further due diligence documents or information before releasing any funds.

8. Your Responsibilities

8.1. You will not use our Services for any purpose which is unlawful, abusive, defamatory or threatening and you must have the power and approval to enter into and perform your obligations under these Terms.

8.2. You will provide to us promptly on request a copy of any documentation as we may reasonably require from time to time.

8.3. You warrant that:

8.3.1. you or any person designated by you will at all times have due authorisation to enter into transactions and act in all respects in relation to these Terms;

8.3.2. you or the Corporate Investor are the sole owner of all assets in the Client Account and no option, charge, security or encumbrance exists over such assets; and

8.3.3. any information and/or documentation provided to us in the Client Profile or otherwise is true, accurate and complete and you will promptly notify us in writing of any occurrence that results, or threatens to result, in any representations by you already made becoming inaccurate, false, misleading or incomplete on you becoming aware of the same.

8.4. Please check that the information contained on contract notes, statements and other communications are correct. Where this is not the case please let us know as soon as possible.

8.5. You agree that you will keep us informed of any changes to personal circumstances, such as changing address or bank accounts. In addition, if you are a Corporate Investor, you will keep us informed of changes relating to the purpose of the business, share capital or other ownership structure of the business, members, beneficial ownership, directors or senior managers who have responsibility for the account with us. Upon these changes we may request additional due diligence.

9. Provision of Discretionary Investment Management Services

9.1. Discretionary Investment management means that we will make decisions to invest your money in the specific investments that make up your Discretionary Portfolio and we will make changes to these investments, without requiring your consent, during the lifetime of your investment.

9.2. We will manage the individual transactions and the overall composition of your Portfolio based on the information set out in your Client Profile. Our discretionary management responsibilities only commence once you have selected a discretionary managed Portfolio on the Platform and all the cash within this Portfolio has been fully and effectively transferred to us.

9.3. We will treat you as a ‘Retail Client’ for the purposes of the Rule Book.

9.4. We will monitor your Portfolio on a continuing basis and shall have full authority without reference to you to manage, invest, realise or re‑invest any such investments and money; in particular:

9.4.1. to place your money with any recognised bank or other money market institution; and

9.4.2. subject to these Terms, to enter into transactions for your Client Account in the investments described in clause 2.2 (but no other types of investments or structures); and

9.4.3. to exercise as we see fit all and any rights attaching to any investments for the time being comprised within your Discretionary Portfolio.

9.5. We will not undertake transactions in relation to your Portfolio in the following investments:

9.5.1. warrants in respect of any investments;

9.5.2. investments which are not quoted on any recognised exchange or which are not readily realisable investments; or

9.5.3. units in certain collective investment schemes and funds that are unregulated or which we decide to treat as such.

9.6. We will not enter into any of the following in relation to your Portfolio:

9.6.1. margined transactions or transactions which would result in you having a short position;

9.6.2. derivatives, contracts for differences or hedging transactions;

9.6.3. borrowing or granting security over any investments;

9.6.4. lending investment to, or borrowing investment from, third parties; or

9.6.5. participating in underwriting securities.

9.7. In managing your Portfolio, we will pay due consideration to your particular needs, having considered your preferences and objectives, your ability to tolerate losses and your knowledge and experience, based solely on the information set out in opening your Client Profile. All Investors are required to review our Risk Disclosure Statement provided on our Website before entering into a Client Profile. By submitting your Client Profile to us, you confirm that you understand and agree to the risks associated with the types of investments we offer. If for any reason your circumstances change and you want to change the risk tolerance levels this must be completed via the Platform. If you require guidance please email your request to info@investengine.com.

9.8. Your Client Profile allows you to stipulate your investment and risk objectives. We will endeavour to take into consideration these objectives in providing our Services. If you wish to amend your objectives at any time you may request this by updating your Client Profile. We will continue to take into consideration the objectives stipulated by you in your Client Profile until these objectives are amended by you by updating your Client Profile or you close your Client Account.

9.9. Any funding received into your Discretionary Portfolio above the Minimum Order Size will be treated as an instruction to fund the Portfolio and rebalance the account in line with the asset allocation at the time of receipt.

9.10. Where we undertake a transaction in relation to your Portfolio for the purchase or sale of Portfolio shares for the Client Account, you authorise us to select brokers or dealers as we deem appropriate, within regulatory constraints. Such transactions will be made in accordance with the model allocated to your Portfolio.

10. Provision of Execution Services

10.1. Execution services mean that you will make decisions to invest your money in the specific investments that make up your Portfolio without any involvement from us. You will select the investments that make up your Portfolio, and make all subsequent investment decisions entirely at your own discretion.

10.2. We will treat you as a ‘Retail Client’ for the purposes of the Rule Book.

10.3. When providing Execution Services, we will not offer any oversight, monitoring, or analysis of the investments within your Execution Portfolio(s). This is distinct from our Discretionary Portfolios, which are monitored and managed by us. Even if you hold both Execution and Discretionary Portfolios with us, they are separate, and our Execution Services do not include any management or supervision of your investments. You are free to make any investments permitted by the Platform within your Execution Portfolio, regardless of the risks involved. We will not intervene in any transactions you carry out in your Execution Portfolio(s) and are not liable for any losses or negligence resulting from your management. It is solely your responsibility to ensure that the investments within your Execution Portfolio suit your needs and circumstances. If at any point our Execution Services no longer meet your requirements, you should cease using them.

10.4. Lifeplan Portfolios are offered as part of our Managed Portfolio Services. By opting to invest in a Lifeplan Portfolio, you are selecting a ready-made portfolio that aligns with your objectives and personal circumstances. You grant us full discretion over the management of the selected portfolio, meaning we will make decisions regarding its composition, including any changes to the investments, without requiring your prior consent. Our role is to act solely in accordance with the mandate you have chosen.

10.5. We do not provide financial, legal or tax advice or recommendations based on your personal circumstances in relation to our Execution Service. Should you require advice or recommendations with respect to our service, please contact an independent financial advisor.

10.6.We do not make complex financial instruments available via our Platform and do not provide an assessment of the appropriateness of the Available Investments available on our Platform. If you have concerns as to whether any of our Services is appropriate for you, please contact an independent financial advisor.

10.7. Prior to investing in an ETF, Fund or any Packaged Retail Investment and Insurance Based Product (‘PRIIP’) you must read the "Key Investor Information Document" or "KIID" relating to the relevant investment. The KIID contains important information of which you should be aware. The KIID is made available to you via the Platform when viewing Available Investments.

11. Investment Instructions

11.1. Investment Instructions are any order to buy or sell Available Investments for your Execution Portfolio via our Platform.

11.2. An Investment Instruction will be created when:

11.2.1. You select and confirm an Available Investment via the Platform in your Execution Portfolio and the requisite funds are available (buy); or

11.2.2. You select and confirm an investment you hold in your Execution Portfolio that you wish to dispose of and the value you wish to dispose of (sell).

11.2.3. You enable a recurring investment on funding instruction (‘AutoInvest’) for a given Execution Portfolio.

11.2.4. You create a Savings Plan by setting up a variable recurring payment or Direct Debit. This will enable an AutoInvest instruction as in 11.2.3 unless disabled on the Platform.

11.3. Once an Investment Instruction is created, it will be queued in our order management system awaiting processing at the times outlined in Appendix 1 where possible. This instruction will be executed via several Execution Venues or Counterparties whom we appoint.

11.4. Any Investment Instruction received after the Cut-Off time as per the Order Execution Policy in Appendix 1, will be treated as received on the next business day.

11.5. You will be able to cancel any Investment Instructions that have not yet been executed by us, by contacting our support team or sending us a cancellation instruction via our Platform where available. We must, however, receive your cancellation instruction before the Cut-Off Time. If we receive a cancellation instruction from you after the Cut-Off Time, that cancellation instruction will not be processed and we will execute your original instruction.

11.6. There is always a risk that you may not be able to send a cancellation instruction before the Cut-Off Time or that we may not receive it, including (for example) if our systems are non-responsive, if there is a communications failure or if you are unable to log into the Platform. You should consider this risk before you place an instruction that will be executed later.

11.7. Prices of Available Investments are always changing. We recommend that you check the price of the Securities in respect of which you have given us an Investment Instruction, closer to the Cut-Off Time, to satisfy yourself of the price of the Securities in respect of which you have sent us Investment Instructions.

11.8. We accept Investment Instructions at our sole discretion and reserve the right to refuse to accept these instructions and/or to execute them after we have received them, at our sole discretion. We will use reasonable endeavours to notify you if we refuse to accept your Investment Instructions and/or if we decide not to execute them, although there may be circumstances where we are unable or not allowed to do so. You agree that neither us nor any of our group companies, directors, staff, agents, suppliers or contractors will have any liability, of whatever nature, to you or anyone else for any loss that you may suffer as a result of our decision not to accept your Investment Instructions and/or not to execute such instructions.

11.9. We will not accept any Investment Instruction on an Execution Portfolio that is less than the Minimum Order Size or where such an instruction would not be executable as per Appendix 1.

Autoinvest

11.10 Where you enable AutoInvest on your portfolio(s) this will create a recurring instruction to invest. The frequency and value of the instruction will vary dependent on the frequency that you fund your portfolio, and the value by which you fund it with. This is explained in more detail in Appendix 1.

11.10.1. By enabling AutoInvest you agree to creating a variable recurring instruction that will invest any and all funds available in your portfolio over the value of £1 or another value you inform us by setting a “buffer” on the Platform.

11.10.2. Any transaction created by AutoInvest cannot be cancelled where AutoInvest remains enabled as at the applicable Cut-Off Times. Should you erroneously enable AutoInvest, you will be liable to settle the transaction and pay any Fees applicable for the transaction or security, including any fees incurred through selling down the position should you wish to do so.

11.10.3. AutoInvest can be enabled or disabled multiple times prior to the applicable Cut-Off Times and will only take effect where it is enabled as at the applicable Cut-Off Time or later. InvestEngine’s exact trading times vary, and an instruction may be accepted if you enable AutoInvest after the applicable Cut-Off Time.

11.10.4. For the purpose of 11.10 and its sub-sections, funds available will include funds received by you by any means we make available as at the time of funding and any funds credited to the account through dividend, yield or other investment income.

11.10.5. When creating a Savings Plan for a given Execution Portfolio, this will enable AutoInvest for this portfolio.

12. Execution

12.1 Whenever carrying out a transaction in investments, we will seek to achieve Best Execution. To achieve Best Execution we will deal in accordance with our Order Execution Policy, as detailed in Appendix 1.

12.2. By accepting the Terms, you agree to the Order Execution Policy in Appendix 1. Any material changes to the policy will be notified to the clients.

Execution Venues and Counterparties

12.3. Unless otherwise expressly agreed in advance in writing, either we or the appointed Broker may deal on any regulated markets or exchanges and with any counterparties that we believe provide the best outcome reasonably available. All transactions will be carried out in accordance with the rules and regulations of the relevant market or exchange, and we may take any steps as may be required or permitted by such rules and regulations and/or by appropriate market practice.

Fractional Shares

12.4. Some Available Investments are available for Fractional Trading. Fractional Trading allows trading in fractions of shares in ETFs, whereby you may buy or sell less than the whole value of one share in such an ETF.

12.5. Whenever Fractional Trading occurs, our Nominee or nominated third party provider will hold the entirety of a share and you will be entitled to the fraction of this share corresponding to the value that you have invested. The fraction you are entitled to does not exist outside of our Platform, you will not own the full share and will only be able to trade, transact or transfer the share within your Client Account.

13. Valuations and Statements

13.1. Whilst you hold a Client Account with us we will provide you with such information as we are required to provide from time to time including (but not limited to) statements made up to the end of each quarter in relation to your Portfolio(s) setting out:

13.1.1. the current valuations of the investments and money held in your Portfolio on your behalf as at the valuation date;

13.1.2. a comparison with the movement of a relevant market or benchmark;

13.1.3. any transactions undertaken for the account of the Portfolio since the last valuation date; and

13.1.4. any other information that may be required to be included.

13.2. Valuations are available via the Platform and are prepared at the close of business on the relevant valuation date using the mid‑market price for the underlying securities. In the event that there is no mid‑market price available we may use another source in our discretion, such as the last traded price. We will not send you individual contract notes in respect of transactions undertaken for the account of your Portfolio.

13.3. If you require the information above in another format, broken down or in more granular detail, please contact info@investengine.com. Please note reports can only be provided in English.

13.4. We will provide you with a consolidated tax voucher in relation to your Portfolio in respect of each tax year (ending 5 April) promptly after the end of the relevant tax year

14. Custody

General

14.1. We will provide or procure custody services in relation to all investments held for you in accordance with these Terms.

14.2. Registration of investments held in either the pooled client account or individual segregated client account will be in the name of the Nominee and segregated from any investments held in our name. By accepting these Terms you agree to your investments being held in our Nominee.

14.3. Where investments are registered in the name of our Nominee, all dividends and other rights accruing to you will be allocated to your Client Account.

14.4. Our duties in relation to the custody of any investments only extend to investments actually received by us or placed under our control.

14.5. We hold the same level of responsibility for any Nominee controlled by us.

14.6. In accordance with the FCA’s CASS Rule Book, we may pay investments to a registered Charity of our choice, only if we have held the balance concerned for at least twelve years following the last movement on your Client Account. We will unconditionally undertake to pay to you a sum equal to the balance paid away to charity in the event of you seeking to claim the balance in future. Certain provisions apply.

Corporate Actions

14.7. When holding securities in a company or securities in which company shares are either in your own name or the name of our Nominee, from time to time a corporate action may arise. A corporate action may include an invitation to cast votes in relation to the company in question, attend a meeting of that companies, subscribe to additional securities in that company and any other action relating to those securities. We or our nominated third party will be made aware of these corporate actions.

14.8. In opening a Client Account with us, you hereby:

a) acknowledge and agree that we will have no duty to inform you of any corporate actions related to any securities that are beneficially owned by you through our Services, even if we become aware thereof,

b) irrevocably waive your right to exercise any corporate actions that may be exercised by the holder of the securities that you beneficially own through our Services, and

c) agree that we may in our discretion act on those corporate actions as we see fit (which may include not to take any action at all).

14.9. Where your holding of a security entitles you to any proceeds, such as dividends in the form of cash or securities issued by way of a rights issue, upon being aware of these benefits we will allocate the benefit to your Client Account when we are in receipt of the benefit. If the benefit takes a form that cannot be allocated to your Client Account, we may provide an alternate means of accessing the benefit or if deemed reasonable, not provide the benefit at all.

14.10. Where clause 14.9 applies to a fractional share, the benefit you receive, where applicable, will correspond to the fraction you nominally hold in that share.

14.11. Minor investment (asset) rounding differences may occur from time to time due corporate actions received but not allocated in whole. Such rounding differences are foreseen to be minimal in value and will be transferred to the firm’s rounding account in line with the firm’s rounding policy. Where applicable we will allocate any additional rounding received in equal value to all clients in the pool and we will ensure that client entitlements are fulfilled without any detriment to you.

Pooled client accounts

14.12. By default your investments will be held in a pooled client account with CREST (operated by Euroclear UK and Ireland), at no cost to you.

14.13. For a pooled client account, each client is considered to have a beneficial interest in all the securities in the account proportionate to their holding of securities. Various investor rights are attached to shared ownership, some of which may not be possible to pass on to you when your investments are held through our Nominee.

14.14. An asset shortfall may arise in the pooled client account as a result of intraday movements, administrative errors, a counterparty default or where the securities of one client are used to settle another client’s position on an intraday basis. The Client Asset rules mitigates the risk of loss of the investment caused by a shortfall by us holding an equivalent amount of client money.

14.15. In respect of investments held on your behalf through our pooled client account:

a) ‘Pooled’ means that all investments of the same type held for multiple clients will be treated as a single holding.

b) A consequence of pooling is that in a corporate action, you may not receive the same treatment as you would if your investment were held by you in an individual client segregated account under your own name or in a ‘designated’ nominee. An example of this would be the issue of rights whereby your share of the pooled investment results in a fractional entitlement which could be lost.

c) Another important consequence of pooling is that in the event of the default of a third party custodian, and there being an un‑reconcilable shortfall, clients may share in that shortfall in proportion to their original share of the investments in the pool.

Individual Client Segregated Accounts

14.16. You also have the option to hold your investments in an individual client segregated account with CREST.

14.17. The cost for operating an individual client segregated account covers any fees levied by Euroclear UK and Ireland (supplier of CREST) and any operating costs incurred by us. Any costs which have paid for the use of holding investments in an individual client segregated account will be deducted from your Portfolio. This may have an impact on how you view the performance of your Portfolio.

14.18. The benefits of choosing an individual client segregated account will include:

a) Beneficial ownership of all investments held in this account will belong to you.

b) All of your investments will be separated from other client’s accounts and investments.

c) All corporate actions will be received, directly into your individual client segregated account without the risk of partial allocation or fractional entitlement.

d) You will also have the opportunity to confirm your securities holdings directly with the relevant issuer independent from us.

14.19. Asset shortfalls may still arise from intraday movements, administrative errors or counterparty default. However in an individual client segregated account, the whole of a shortfall is attributable to you. The Client Asset rules mitigates the risk of loss of the investment caused by a shortfall by us holding an equivalent amount of client money.

14.20. The option outlined in clause 14.16 is not available to Fractional Trading. Taking up of this option is available only to account’s that maintain a minimum value to ensure that full shares can be held.

15. Your Money

15.1. Money controlled by us on your behalf will be dealt with in accordance with the FCA’s CASS Rule Book. It requires us to segregate your money from the Firm’s own money in a UK client money bank account.

Further information in connection with clients’ money can be found on our Client Money and Asset Information Sheet, the current version of which can be viewed at any time on our Website.

15.2. If you are concerned about the implications of the client money arrangements set out in clause 15.1, or have any further queries relating to it, we recommend that you seek independent legal advice.

15.3. Where required and deemed reasonable by us we may hold client money received on your behalf in notice or unbreakable fixed term deposit accounts with a recognised bank/s up to a maximum of 95 days.

15.4. Placing client money in notice or unbreakable fixed term deposit accounts will not affect your ability to withdraw your money however you may face slight delays in such amounts being returned particularly in the event of insolvency. We continue to monitor the client money liquidity on an ongoing basis to ensure sufficient amounts of client monies are available for your withdrawals.

15.5. No interest is payable on Client Money held on your behalf. Therefore, you should consider transferring any uninvested cash to an interest-bearing account or activate AutoInvest to keep your money working for you. For example, £1,000 in a savings account with a 4.5% interest rate earns about £3.75 monthly. In contrast, if invested over the past decade in a balanced portfolio comprising 60% global stocks and 40% global bonds, this amount could have doubled to over £2,000 by 31/12/2023.

15.6. Minor rounding differences may occur from time to time due to aggregated trading activity or corporate actions received but not allocated in whole. Such client money rounding differences are foreseen to be minimal in value and will be transferred to and from the firm’s rounding account. Where applicable we will allocate any additional rounding received in equal value to all clients in the pool and we will ensure that client entitlements are fulfilled without any detriment to you.

15.7. In accordance with the FCA’s CASS Rule Book we may pay Client Money to a registered Charity of our choice only if we have held the balance concerned for at least six years following the last movement on your Client Account. We will unconditionally undertake to pay to you a sum equal to the balance paid away to charity in the event of you seeking to claim the balance in future. Certain provisions apply.

16. Service Availability

16.1. We will seek to make the Platform and our Services available at all times without interruption, however we cannot guarantee that our Services will always be functioning, accessible or error-free.

16.2. If required we may from time to time suspend our Services or access to our Services whilst we perform maintenance, upgrades or emergency works. Where possible we will make all reasonable efforts to notify you of any planned closure without guarantee of advanced notice.

16.3. Where the Platform is unavailable we will seek to make available to you an alternative method of accessing our Services but may not be able to do so. In such case you will be unable to interact with your Client Account and may not be able to create instructions, deposit or withdraw funds or change any details on the account.

16.4. By agreeing to these Terms you agree that neither us nor any of our group companies, directors, staff, agents, suppliers or contractors will have any liability, of whatever nature and howsoever arising, for any Loss arising as a result of your inability to access our Services, whatever the reason or cause for that inability

Changes to Services

16.5. Our Services may change from time to time. The changes we can make to our Services may include but are not limited to both adding or removing functionality to the Platform, introduction or withdrawal of jurisdictions in which the Platform is available or expansion or limitation in the class of persons that our Platform is available to.

16.6. Where a change occurs, we will take all reasonable steps to notify you of the change at the earliest available time. Regardless of whether such notice is provided, the change will take place in accordance with our timings and at our discretion. You must ensure that our Service is suitable for your needs and circumstances and we will bear no liability should this cease to be the case.

16.7. If for any reason our Services becomes unavailable to you, for example we are required to withdraw from your jurisdiction, we will take all reasonable steps to notify you at the earliest possible opportunity where we are able to provide advanced notice. Where a change of this nature occurs your right to use our Services will cease immediately from the moment this change occurs, and we will take such steps as reasonable to freeze, close or otherwise stop activity on your account. From this point your Client Account will be considered terminated.

17. Fees and Expenses

17.1. You agree to pay all fees, charges and expenses set out in the Fee Schedule. In particular (but without limitation) you agree to pay us a management fee for your Discretionary Portfolio(s) at the annual percentage and any transactional fees for Execution Services as per our Fee Schedule. Our Fee Schedule can be found at the following link: https://investengine.com/costs/.

17.2. The management fee accrues from day‑to‑day and is payable in arrears on the last Business Day of each month (and on the closure of your Client Account) based on the total value of your Portfolio (determined in accordance with these Terms) as at that date. Your Portfolio will hold a sufficient portion of cash enough to pay for the fee monthly and without the need to sell investments which is maintained from the opening of your account and when the rebalancing of the Portfolio is undertaken. Fees are deducted from this cash portion with the intention that we do not sell investments to raise cash for fees. Your management fee is payable as soon as it has been determined and will be settled by deduction from any cash standing to the credit of your Client Account. If you do fall into arrears with any management fee, we will work with you in finding a solution to complete this payment. We may also sell investments within your Portfolio in order to generate cash to pay the management fee at our discretion.

17.3. Transactional fees are dependent on the Available Investments that can be selected on our Platform through the Execution Service. Typically a transactional fee will be charged on the buying or selling of an investment and can include brokerage fees, commissions, fund management fees and any other duties fees or third party costs associated with these transactions.

17.4. We shall pass on all levies, duties and third party costs to you in full. Examples of these additional costs are set up and renewal of LEIs (for Corporates only), CHAPs payments, telegraphic transfers, currency conversion charges and other miscellaneous expenses. We cannot be specific about all possible third party costs, but will inform you in advance if a specific charge is material.

17.5. We reserve the right to make a reasonable charge for the provision of information to third parties (such as information provided to your accountants or auditors or additional tax reporting information), additional valuations or our involvement in any legal proceedings brought by or against you.

17.6. We reserve the right to charge interest at 4% per annum above the relevant published base rate of the Bank of England (compounded quarterly) on any amounts unpaid by you under any provision of the Agreement after the due payment date.

17.7. We may vary the Fee Schedule applicable to your Client Account, and/or our fees generally, from time to time by giving you not less than 30 days prior notice. If you do not agree with the changes made to the Fee Schedule, you must provide notice to terminate your Client Account within the notice period. By continuing to hold a Client Account following this notice period, you are deemed to agree to the variation in the Fee Schedule.

17.8. All our fees and expenses are inclusive of value added tax (VAT), which (where applicable) will be levied in addition thereto.

18. Conflicts of Interest and Disclosures

18.1. A conflict of interest is a situation in which someone in a position of trust has competing professional or personal interests. Such competing interests can make it difficult to fulfil his or her duties impartially. A conflict of interest may exist even if no unethical or improper act results from it.

18.2. We are committed to identifying, monitoring and managing all actual and potential conflicts of interest that can arise between you and us and any of our Associates.

18.3. We maintain a conflicts of interest policy which is reviewed on a regular basis and designed so that we take all reasonable measures managing our affairs to minimise the probability of conflict. The conflict of interest policy identifies circumstances which give rise to conflicts and documents the procedures to be followed in order to deal with such conflicts. These include, amongst other things, arrangements relating to personal account dealing by our staff, remuneration and incentives. A copy of our conflicts of interest policy is available on request.

18.4. We will not advise you to use the services of another person who is an Associate of ours without disclosing the existence and nature of that relationship.

19. Taxation

19.1. You are responsible for your own taxation affairs and you acknowledge that we will transact on your behalf without consideration as to any implications for your tax position. We recommend that all relevant documentation should be retained by you for the purpose of assisting you in discharging your tax reporting obligations.

19.2. We do not accept any liability whatsoever for any taxation implications that may arise from our Services to you.

19.3. You confirm that your residence for tax purposes (and that of any person controlling, beneficially owning or otherwise directly or indirectly interested in your Client Account) is as set out in your Client Profile or as otherwise provided by you and documented on our records. You undertake to notify us promptly in the event that any of this information ceases to be accurate or complete.

19.4. You may be required to complete and return forms required by tax authorities in order to receive a reduction in withholding tax. You agree that we will not be liable to you for any over deduction of tax, or for the recovery of such tax, when this is caused by you failing to fully complete and return to us any required documentation.

19.5. You agree and authorise us to make (and remit) any deduction or withholding in respect of tax from your Client Account that may be required of us by law or any competent authority and acknowledge that we have no liability to you in relation thereto.

20. Lien and Default

20.1. We and the Nominee have a right of security and /or lien over all cash and investments held or controlled by us in respect of any amount or liability that is owed, or which may become due or owing, to us by you or in relation to the Client Account based upon the provision of services provided. We will not grant any security interest, lien or right of set‑off to any third parties over the cash and investments held on your behalf save as provided for by applicable law or regulation.

20.2. If you are subject to an ‘Termination Event’ in respect of your Client Account and these Terms, we reserve the right to take any appropriate action to protect our interests which may include selling investments purchased for you and/or terminating our Agreement with you and closing your Client Account in accordance with section 21.

20.3. We also reserve the right to retain any monies held by us for you to offset any liabilities you may have to us.

20.4. If you have more than one Client Account with us, we reserve the right (without notice to you) to offset any debit on one Client Account against the credit on another. If any of your cash balances (including cash balances across different Client Accounts held by you) are in different currencies we may also (without notice to you) set those balances off against one another, they shall be converted to sterling at the current rate of exchange for the purposes of any set off. We may exercise the rights, set out in this clause, upon the occurrence of any of the events referred to in paragraphs (c) to (g) of clause 20.5.

20.5. The following constitute ‘Termination Events’ on your part for the purposes of these Terms:

a) You fail to pay any amount owed to us by the due date;

b) You fail to perform any obligation in relation to your Client Account and/or required by these Terms in the manner and by the time required;

c) You suspend, or threaten to suspend, payment of your debts or are unable to pay your debts as they fall due or admit inability to pay your debts or (being a company or limited liability partnership) are deemed unable to pay your debts within the meaning of section 123 of the Insolvency Act 1986 (‘IA 1986’) as if the words ‘it is proved to the satisfaction of the court’ did not appear in sections 123(1) (e) or 123(2) of the IA 1986, or (being an individual) are deemed either unable to pay your debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the IA 1986, or (being a partnership) have any partner to whom any of the foregoing apply;

d) You commit an act of insolvency or are declared bankrupt or have a receiver, manager, administrator or administrative receiver appointed over your assets, undertakings or income or if an order is made, a petition is presented to any Court or a resolution is passed for your liquidation and winding up (except that where a winding up is for the purposes of amalgamation or reconstruction and the resultant company is or agrees to be bound hereby)

e) A creditor or encumbrancer of you attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of your assets and such attachment or process is not discharged within 14 days; or

f) You fail to meet the terms of any referral, bonus or other scheme in which you participated and where a sum, credit or bonus was awarded conditional on those terms; or

g) Any action similar to those described under paragraphs (c) to (f) above is taken in any other jurisdiction.

21. Termination and Closing of Accounts and Suspension of Services

21.1. If you withdraw funds to bring the value of one of your Discretionary Portfolios below the Minimum Portfolio level, we reserve the right to sell the holdings in that Portfolio and hold your investment as cash. You may withdraw this cash at any time, or you may top up to the Minimum Portfolio level at which point it will be reinvested.

21.2. Closure of your Client Account will not affect any outstanding transaction, balances, any rights, or obligations which may already have arisen between you; us, and these Terms, will continue to apply in relation to any actions taken in the process of closing your Client Account.

21.3. You may close your Client Account by selecting the appropriate option on our Platform. If your Client Account is held in joint names we will require written instructions signed by all holders to close the Client Account.

21.4 We reserve the right to close your account immediately if we suspect that you have:

21.5 Breached the terms of this agreement;

21.6 Violated or attempted to violate any laws;

21.7 Placed us in a position where we may be at risk of violating the law;

21.8 Provided false or misleading information.

21.9. Subject to our lien, we will arrange to close your Client Account as soon as is reasonably practicable after notice of termination has been given or received (as the case may be).

21.10. Upon closure of a Client Account for any reason, we will sell all investments in your Portfolio and we will only transfer cash in accordance with these Terms. We will transfer to you any amount due and owing minus any fees or outstanding liabilities due at the date of closure of your Client Account. Income received after your investments have been sold will be paid shortly after they have been received from the underlying investment.

21.11. We may terminate the Agreement by giving you 30 days' notice by email, subject to the settlement of all outstanding transactions.

22. Cancellation Rights

22.1. You have 30 days to cancel your Client Account or ISA. The cancellation period will begin on the later of (a) the date on which the relevant Account was opened; and (b) in the case of an ISA, the cancellation period will begin on the date when you make your 1st subscription.

22.2. If you wish to cancel, you must send us an email to info@investengine.com, expressly stating that you wish to cancel.

22.3. If you cancel a Service, we will sell your investments and will not be responsible for any market loss you incur as a result.

22.4. We are not obliged to reverse a subscription to an ISA when we cancel these products.

23. In the Event of your Death

23.1. Where the Client Account is in joint names, and in the event of the death of one person; the Client Account will continue in all respects in the name (s) of the survivor (s).

23.2. Upon us receiving notice of the death of a sole or the surviving individual Client Account holder, the Client Account will be suspended and no instructions may be given in relation to the Client Account unless we have received evidence to satisfy ourselves as to making an appropriate Grant of Probate (or equivalent) and as such, we will request further information and documents in order to verify the identity of the executor (s) (or equivalent persons) administering the affairs of the deceased, whereupon, we will act on the instructions of such person (s) regarding the Client Account.

23.3. Your ISA assets will continue their tax‑free status during the administration period of your estate and the income (interest or dividends) and capital gains on your ISA investments will be tax exempt. No further subscriptions can be made into your Client Account, the account will be suspended and closed.

24. Force Majeure, Exclusion and Limitation of Liability and Indemnity

24.1. Subject to clause 24.2 below, if we fail to comply with these Terms:

a. if you are a consumer:

i) we are responsible for loss or damage you suffer that is a foreseeable result of our breaking this contract or our failing to use reasonable care and skill, but we are not responsible for any loss or damage that is not foreseeable; and

ii) we will have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity; or

b) if you are a business:

i) we will not be responsible or liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any indirect or consequential liability, expense, loss or damage suffered or incurred by you in connection with your Client Account and our obligations to you under these Terms, including, but not limited to, any loss of profit, any failure to mitigate any loss, any liability to taxation, any loss of business opportunity, any financing or transaction costs; and

ii) our total liability to you whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising in connection with your Client Account and our obligations to you under these Terms, shall be limited in aggregate to an amount equal to 10 times the aggregate amount of fees and commission received by us under this Agreement during the period of one year prior to the date upon which such liability arises.

24.2. Nothing in these Terms shall limit or exclude our liability to you for:

a) death or personal injury caused by its negligence, or the negligence of its personnel, agents or subcontractors;

b) fraud or fraudulent misrepresentation; or

c) any other liability which cannot be limited or excluded by applicable law.

24.3. You acknowledge and agree that, except where stated in these Terms or on our Website, no warranties are provided as to whether our Services will be fit for purpose. Except where caused by our negligence or wilful default, you assume all risk and liability resulting from the use of our Services.

24.4. If our provision of the discretionary investment management services is delayed by an event outside our control then we will contact you as soon as possible to let you know and we will take steps to minimise the effect of the delay. Provided we do this we will not be liable to you for delays caused by the event, but if there is a risk of substantial delay you may contact us to close your Client Account in accordance with these Terms.

24.5. We will use reasonable endeavours to ensure that the content of our Website and any other communication to you is accurate. We will also endeavour to correct any errors or omissions as soon as practicable after being notified of them. However, we are not responsible for any loss caused by inaccuracies in Website content or other communications.

24.6. We do not guarantee 100% uptime for our Website. We are not liable for losses caused by a lack of availability or delays in our service due to factors outside our reasonable control. In order to execute your instructions we are dependent on 3rd parties including your employer, your bank, our custodian, and fund managers. We are not liable (in contract, tort or otherwise) for any losses caused by 3rd parties failing to meet their obligations to you or to us.

24.7. We will not be liable for any loss suffered by you as a result of a security breach, except to the extent required by law and FCA rules. You are responsible for all use of the site that is authenticated using your username and password, whether or not the use is made by you or by someone else.

24.8. You are responsible for protecting and securing your username and password from unauthorised use. This includes securing the computer you use to access the site against viruses and other malicious programs.

25. Complaints and Client Protection

25.1. If you have any complaints about the Services we provide or how we handle your affairs please let us know immediately.

25.2. We take any complaint very seriously and have established internal procedures for investigating any complaint that may be made against us.

25.3. In accordance with our complaints procedure we would ask that any complaint is made by email complaints@investengine.com or in writing to our office at: 4th Floor, 57 Great Suffolk Street, London, SE1 0BB.

25.4. We will provide a written acknowledgement together with a copy of our Complaint Handling Procedures within 3 Business Days of us receiving the complaint.

25.5. While we hope to resolve any complaint quickly and amicably, in the event you are not satisfied with our response and in accordance with our Complaint Handling Procedures, depending on your status, you may be able to refer the matter to the Financial Services Ombudsman Scheme (‘FOS’), details of which we will provide to you when we receive your complaint. The address of the FOS is Exchange Tower, Harbour Exchange, London E14 9SR www.financial‑ombudsman.org.uk. Certain customers, such as larger companies, may not have access to the FOS.

25.6. You may be entitled to access the FSCS UK Compensation Fund used by customers of authorised Financial Services firms. The FSCS can pay compensation up to £85,000 in the event that a Financial Services firm is unable to pay claims against it. The FSCS is an independent body set up under the Act; it is a free service for eligible customers and may pay compensation in accordance with its Terms of Reference from time to time, to an eligible claimant.

25.7. We and our Nominee have in place the relevant Professional Indemnity Insurance (‘PI’) as required by the FCA.

26. Confidentiality and Data Protection

26.1. We may use your personal information, including sensitive personal information and store it on our systems and may otherwise process it for the purposes of providing our Services. By accepting these Terms you agree that we may provide you with marketing materials, promotions and other information regarding any of our other products and services that we think may be of interest to you. If you do not wish to receive such materials please contact us at info@investengine.com

26.2. We may pass personal information relating to you to third parties appointed by us for the purpose of administration and verifying your identity, as well as for the provision of our Services.

26.3. We may disclose your personal information if we are required to do so by law or we are requested to do so by the FCA, HMRC, or any other relevant regulatory authority in any country.

26.4. Where it is necessary for the provision of our Services, your personal data may be transferred to third parties outside the EEA as well as within it. You should be aware that in territories outside the EEA, laws and practices relating to the protection of personal data are likely to be different and, in some cases, may be weaker than those within the EEA. Where data is transferred outside of the EEA, we will take all reasonable steps to ensure that your data is protected to the most stringent degree possible and in line with industry guidance. By agreeing to these Terms, you consent to such processing of your data.

26.5. We will deal with your personal data in accordance with the Data Protection Act 2018 and the UK General Data Protection Regulation (‘GDPR’), both in accordance with our Privacy Policy.

26.6. Questions, comments and requests regarding our data protection policies are welcomed and should be addressed to info@investengine.com.

27. Due Diligence Information

27.1. In accordance with the law of England and Wales and other applicable laws, we are required to comply with the AML and the ITCR. We are required to obtain, maintain, review, and update certain documentation to identify and verify the identity and tax status of our clients. This further includes their officers, representatives, beneficial owners, controlling parties; and any persons on whose behalf they are acting. You acknowledge these requirements and agree promptly to do all things that we may request in order to assist us to discharge these responsibilities; you further acknowledge that we may determine that enhanced due diligence measures are required and agree to assist us in that regard.

27.2. You agree to provide any information and documentation that we may request in a timely manner and also agree to inform us promptly should any such documentation become out of date or should any of the information previously provided to us by you (or contained or referred to in any documentation provided by you to us) become incorrect.

27.3. You acknowledge that we may undertake searches and checks in relation to you and any information and documentation provided by you and any person associated with your account or body corporate with third party agencies (including credit reference agencies) and public bodies. You acknowledge that such agencies and/or bodies may retain a record of any such enquiry and by entering into this Agreement you accept us making enquiries that may result in such a record and that it will be your responsibility to notify any person associated with the account of these electronic checks.

27.4. In order to comply with the Money Laundering Regulations, we may occasionally need to ask for proof that a payment received by us has originated from your UK Bank Account. We may also have to ask for evidence that your wealth is from a legitimate source and you are the beneficial owner of the funds. You agree to comply with any reasonable request we make for these purposes.

Delegation and Referrals

27.5. We reserve the right to perform any of our obligations to you through the agency of an associate or any third party of our choosing. This means that we may appoint another person or entity to provide the Services to you under the Agreement. We will take all reasonable steps to satisfy ourselves that any person whom we appoint to provide any Services to you or to perform any of our obligations on our behalf is suitably competent to do so. We will ensure that all such parties commit to provide you with Best Execution as set out in the Rule Book where this is applicable.

27.6. We may offer to refer you to third parties that can provide additional services. We will not do this without your agreement. We may also accept referrals from third parties.

28. Miscellaneous (Including Shareholders Rights)

28.1. From time to time we may vary these Terms in order to:

a) include or remove new services, features or functions relating to either our Services or the wider Platform;

b) update changes in applicable legislation, industry guidelines or the Rule Book;

c) update references, definitions or wording within these Terms;

d) add documentation that may form part of this Agreement; or

e) any other reason we are required to make a change as required from time to time.

28.2. We seek to give you no less than one month’s prior notice of any amendment we make. If you do not agree with any amendments made to these Terms, you may terminate your Client Account. No amendment will affect any outstanding transaction, legal rights or obligations which may already have arisen.

28.3.You do not have the right to assign or otherwise transfer to any other person your rights or obligations in relation to the Client Account. You may where otherwise permitted in these Terms transfer your investments or their equivalent cash value to another provider, however any such transfer will result in the termination of this Agreement. Following such a transfer any and all services provided by the transferee service provider will be in accordance with their own terms and conditions to which we will not be a party and will bear no obligation or liability

28.4. A person who is not a party to this Agreement cannot enforce or enjoy the benefit of any of its terms under the Contracts (Rights of Third Parties) Act 1999.

28.5. We may give you no less than one month’s prior notice of our intention to transfer all our rights and obligations under the Agreement to an alternative provider of services whom we are satisfied is subject to regulatory requirements no less stringent than those applicable to us. Unless (before expiry of that period of notice) you give us notice of termination of the Agreement in accordance with these Terms, you agree to the transfer of the Agreement in such fashion and to release us from our obligations under the Agreement and to accept the substitution of equivalent or similar obligations from the alternative service provider. In connection with these arrangements you authorise us to take all necessary steps to transfer your Client Account (including any cash and investments) to the alternative service provider and to agree on your behalf to the novation of the Agreement to the alternative service provider or to enter into a replacement agreement with them.

28.6. If we do not take action under these Terms it shall not prevent us from taking action later on.

28.7. If any court or competent authority decides that any of the provisions of these Terms are invalid, unlawful or unenforceable to any extent, the Term will, to that extent only, be severed from the remaining Terms, which will continue to be valid to the fullest extent permitted by law.

28.8. These Terms constitute the entire agreement between the parties and supersede and extinguish all previous drafts, arrangements, understandings or agreements between them, whether written or oral, relating to the Client Account.

Shareholders Rights

28.9. If you ask us to do this in writing, we will arrange for you to receive the reports, accounts and other information issued by a relevant company; and information about a relevant shareholders’ meetings, so that you can arrange to attend and vote (if applicable), if you wish. We will also tell you what you need to do, if you want to exercise any rights attached to your investments in another way.

29. Governing Law and Jurisdiction

29.1. These Terms, the Agreement between us, and any dispute or claim arising out of, or in connection with it (including non‑contractual disputes or claims), are governed by and construed in accordance with the laws of England and Wales.

29.2. Each of the parties hereby irrevocably agrees that the courts of England and Wales will have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with these Terms or the Agreement between us (including any non‑contractual dispute or claim).

29.3. If we were to become insolvent, insolvency proceedings would take place in England under English Insolvency Law.

30. Definitions

30.1. The words and expressions set out in this clause bear the following meanings when used in these Terms, unless the context suggests or requires otherwise. A reference to a statute or statutory provision is a reference to it as it is in force for the time being, taking account of any amendment, extension, or re‑enactment and includes any subordinate legislation for the time being in force made under it.

30.2. ‘Act’ means the Financial Services and Markets Act 2000.

30.3. ‘Agreement’ or ‘The Agreement’ has the meaning outlined in section 1.

30.4. ‘Available Investments’ means all available financial instruments available for transacting in on the Platform.

30.5. ‘AML’ means all and any applicable laws, rules, regulations, codes and guidance relating to the detection, reporting and prevention of money laundering, terrorist financing, bribery and corruption and other financial crime.

30.6. ‘Associate’ has the meaning afforded to that expression in the Rule Book.

30.7.    ‘AutoInvest’ is the name for our recurring invest on funding instruction, whereby you enable your selected portfolio to invest all funds over £1 held in the portfolio into your selected securities in the weights that you have allocated in the next available trading window.

30.8. ‘Best Execution’ means taking all sufficient steps to obtain, when executing orders, the best possible results for you, taking into account price, costs, speed, likelihood of execution and settlement, size, nature or any other consideration relevant to the execution of an order, as set out in the Rule Book.

30.9. ‘Broker’ means any counterpart who executes trades on our behalf to achieve Best Execution. Our Brokers are listed in the Order Execution Policy.

30.10. ‘Business Day’ means a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business

30.11. ‘Client Account’ means, as the context requires, the cash balances and investments held for you for the time being, and/or the transactions from time to time undertaken by us on your behalf, pursuant to the Agreement.

30.12. ‘Client Money and Asset Information Sheet’ means the document issued by us setting out information in respect of our treatment of client money and clients’ safe custody assets in accordance with the FCA, as the same may be amended from time to time.

30.13. ‘Client Profile’ means the information maintained by us in respect of you on the basis of, among other things, information submitted by you via the Website, including (without limitation) the online application form submitted via the Website whereby you request us to open or maintain the Client Account and any information set out therein or provided by you in connection therewith (as the same may be amended, supplemented or replaced from time to time). The Client Profile includes information provided through your Investor Questionnaire.

30.14. ‘Corporate Investor’ means a client who is not a natural person but is a company, limited liability partnership, corporation or other body corporate, incorporated or established in the United Kingdom, the Isle of Man, Guernsey or Jersey.

30.15. ‘Cut-Off Times’ means the time outlined in clause 11.4 at which an Investment instruction must be provided in order to be executed the next working day.

30.16. ‘Discretionary(Managed)’ is a form of Portfolio we offer as part of our Services as outlined in clause 9.1.

30.17. ‘ETF’ means an exchange traded fund, which is an investment fund traded on stock exchanges, much like stocks. ETFs hold assets such as stocks, commodities, or bonds.

30.18. ‘Execution’ is a form of Portfolio we offer as part of our Services as outlined in clause 10.1.

30.19. ‘Termination Event’ has the meaning given at clause 20.5.

30.20. ‘FCA’ means the Financial Conduct Authority and any successor body having the same functions in respect of regulation.

30.21. ‘Fee Schedule’ means our schedule of fees and charges, as the same may be amended from time to time.

30.22. ‘HMRC’ means HM Revenue & Customs, or any successor authority.

30.23. ‘Income’ is income that is generated from interest payments and dividends from the underlying investments and can be paid to your account level cash as detailed in section 7 of these Terms.

30.24. ‘Investment Instructions’ mean an instruction of the type outlined in section 11.

30.25. ‘Investor Questionnaire’ means our set of specific questions seeking to understand your investment objectives, needs, tolerance for loss and knowledge and Experience. The Investor Questionnaire forms part of your Client Profile.

30.26. ‘International Tax Compliance Regulations (ITCR)’ is an act created in 2015 allowing the exchange of information between tax authorities of different countries about financial accounts and investments to help stop tax evasion.

30.27. ‘ISA’ means an individual savings account as defined by the ISA Regulations and as provided by us.

30.28. ‘ISA Regulations’ means the Individual Savings Account Regulations 1998 as may be amended, supplemented or replaced from time to time.

30.29. 'LEI' means Legal Entity Identifier, a unique identifier for persons that are legal entities or structures including companies, charities and trusts.

30.30. ‘Lifeplan Portfolio’ is the LifePlan Discretionary Managed Portfolio Service that we offer as part of our Services as outlined in Clause 10.1

30.31. ‘Minimum Portfolio’ means such sterling amount as may be specified on our Platform from time to time as being the minimum amount required in order to set up or maintain a Client Account (or its currency equivalent for the time being). This is currently set up as £100 for all portfolios.

30.32. ‘Minimum Order Size’ means the minimum single investment that can be made within an Execution Portfolio. This is currently set at £1.

30.33. ‘Nominee’ means InvestEngine Nominees Limited or InvestEngine Pension Nominees Limited or both that are run solely for the purpose of providing safe custody and nominee services to our clients.

30.34. ‘Platform’ means the platform provided to access our Services. This may comprise of multiple platforms including web portals, mobile applications and over the phone.

30.35. ‘Portfolio’ means the Portfolio of cash and investments held in your Client Account in respect of which we are providing Services to you in accordance with these Terms.

30.36. ‘Privacy Policy’ means our policy relating to data protection and privacy (as amended from time to time), the current version of which is available from our Website: https://investengine.com/privacy/.

30.37. ‘RapidLEI’ are a counterpart who have been appointed by us to obtain and manage LEI on your behalf. Details of RapidLEI can be found via their website https://rapidlei.com/lei-platform/.

30.38. ‘Regular investment’ and ‘one‑off investments’ are additional money invested into your Portfolio. The amount received by InvestEngine will be allocated to your Portfolio as per the target allocations of the funds comprising the model in which you are investing. A residual amount of cash might be held in your Portfolio, for operational purposes. For ISA investors annual ISA limits will apply to additional investments.

30.39. ‘Retail Client’ means the class of customer as defined by the FCA, and which is afforded the highest degree of protection available by the Rule Book.

30.40. ‘Risk Disclosure Statement’ means the document issued by us describing certain risks relating to investing and our Services under this Agreement, as the same may be amended from time to time.

30.41. ‘Rule Book’ means any rule book made by the FCA under the Act that is applicable to us for the time being.

30.42. 'Savings Plan’ means a fixed or variable recurring payment made via the Platform in line with section 7.

30.43. ‘Secure Details’ means any password, pin, secure key, authentication app, biometric data or other means by which you may gain access to your Client Account via a Platform.

30.44. ‘Services’ means our collective service provided to you through our Platform, comprising of any specific service included in clause 2.4 and the ancillary services we are required to provide in the course of providing these services to you.

30.45. “Tax Year” means the UK personal tax period which runs from 6 April and finishes on 5 April every year.

30.46. ‘Terms’ means these terms and conditions, as amended, varied and/or replaced from time to time.

30.47. ‘Website’ means our website with the URL www.investengine.com.

30.48. ‘Withdrawal’ means an amount to be taken from your investment and should be taken from your funds pro‑rata to their valuations at the time of making the withdrawal. If the total amount to withdraw takes the account below the Minimum Portfolio value, then we reserve the right to close the investment completely and cancel any direct debits.

 

Appendix 1

Order Execution Policy

InvestEngine (UK) Limited is required, as specified in Chapter 11.2A of the FCA’s Conduct of Business Sourcebook (COBS), to establish an Order Execution Policy explaining how we take all sufficient steps to achieve the best possible results for our clients.

Financial Instruments

InvestEngine (UK) Limited trades solely in Exchange Traded Funds (ETFs) listed on the London Stock Exchange.

Client Classification

All clients are classified as retail clients, as defined in Chapter 3.4 of COBS.

Execution Factors

The best possible result for our clients is determined by ‘Total Consideration’, which represents the execution price and the costs related to execution. In executing an order under our execution policy, we will consider and exercise our discretion in assessing the following execution factors:

a) Price — This is the price at which a trade is executed;

b) Cost — any costs related to execution to ensure the best possible net outcome;

c) Likelihood of execution and settlement — the probability that the trade will be successfully executed and completed;

d) Size and nature of the order — size of the trade and how any particular characteristics of a trade can affect best execution;

e) Speed — how quickly the trade can be completed, and

f) Any other relevant considerations.

When executing a customer order, we will take into account and exercise our discretion in assessing the following criteria for determining the relative importance of the execution factors:

• The characteristics of the customer including the categorisation of the customer;
• The characteristics of the customer order;
• The characteristics of the financial instrument that are the subject of that order; and
• The characteristics of the execution venue to which that order can be directed to.

In exceptional circumstances, such as technical faults leading to loss of connections with an execution venue, we may have to use other execution methods than those listed below.

The instruments that we may trade in include UK and Non‑UK ETFs.

The risks of these types of Investments are covered in Key Features Documents and within the ETF’s FAQ on our Website.

We typically trade once daily. We reserve the right to trade more frequently if we regard it as necessary or desirable to do so.

Quality of Execution

We provide both a Managed (discretionary) and DIY (execution) portfolios to our clients. To provide these services we execute orders for your investment with participants in the market.

To facilitate lower minimum trading and improve diversification we trade in fractional shares, and we will take all sufficient steps to achieve Best Execution when internally allocating fractions. This means that execution will be based on a price no worse than the prevailing bid/offer on the reference exchange as of the time of our order, for all full share and fractional share components of a transaction. Any order greater than one share that includes a fractional share component will be executed in a mixed capacity. We do not act in either a principal or riskless principal capacity with respect to the fractional share components of the transaction. Where a transaction involves a fractional share you will have beneficial rights relating to the fractional element, though be aware that this fractional elements only exists within the InvestEngine framework.

Where trades are conducted through AutoInvest, they may react differently to ordinary trades as per the section below.

Execution Venues

All trading shall be conducted on with Winterflood Securities Ltd, at appropriate trading times.

The main market that your securities will be traded on is the London Stock Exchange. Winterflood Securities Ltd may also deal directly with certain execution counterparties which provide the best liquidity for the ETFs we use.

Winterflood Securities Ltd will determine the best possible result by considering the price of the relevant investment, and the total cost of buying or selling it.

Relying on a single venue

The FCA has clarified that a firm is permitted to rely on a single venue or custodian to execute client orders. However, in order to demonstrate that best execution is being provided in this situation, firms must be able to show that its reliance on this single venue or custodian provides the best possible result for its clients on a consistent basis, and that the results are at least as good as could be obtained from relying on other entities.

InvestEngine (UK) Limited conduct regular post-trade Best Execution analysis to evaluate the execution performance of trades against market prices at the time of each trade and other quantitative and qualitative criteria. This is to ensure that clients are consistently obtaining the best possible result and that these are at least as good as the results that could have been obtained from other execution venues.

If we find that clients are not consistently obtaining the best possible result, we will make the necessary changes to ensure that we achieve Best Execution for our clients.

Cut Off Times

InvestEngine will trade once per day per security for both discretionary and execution portfolios. In order to ensure that your transaction is executed on the same day, you must fund your portfolio and confirm your order prior to the cut off times below:

ETFs: All Investment Instructions to buy or sell ETFs must be made prior to 14:00 GMT and will be executed by 18:00 GMT on the same day. Any instruction made at or after 14:00 GMT will not be guaranteed for same day execution and may be executed the next business day.

Your account will only be considered funded where the funds have been received and cleared by us and any payment delays may result in your order being executed the following business day.

Cancellation

If you wish to cancel an order you should do so in App or on the Platform, or by emailing support@investengine.com before the cancellation cut off time below. Any email received after the cut off time below will not be accepted, and your order will be executed.

ETFs: All cancellation instructions relating to an ETF order must be received by 14:00 GMT.

Specific Instructions

If you provide us with specific instructions to deal for you, there is a risk we cannot achieve Best Execution in respect of that aspect covered by your specific instructions and we may not accept a specific instruction.

Settlement

Once execution has taken place, the trade must then settle. Settlement is the process which finalises the trade, by completing delivery of cash to buy a security, or delivery of the security in return for cash in a sell transaction.

We will seek to carry out settlement on a T+2 basis. This means that we aim to settle trades within 2 days of execution. Whilst trades are in the settlement process, you will be unable to create any other order, transaction or withdrawal regarding the assets or funds relating to the trade.

Whilst the risk of settlement failure is very low, there is a moderate risk that settlement of transactions are delayed as a result of external factors, such as market liquidity, broker trading bandwidth or other unforeseen operational issues. We will seek where possible to settle T+2, but this may not always be possible, and settlement may take longer.

Trade Aggregation and Allocation

So that we may trade efficiently, we may aggregate our customer orders before going to the market. This reduces a number of risk including settlement and counterparty, as well as providing economies of scale to improve the possibility of getting the best price available.

We seek only to execute transactions when we can confirm that the client and market orders are equal. This means trades will only be executed on the basis that they can be filled 100% in volume. The trades will then be allocated to the clients in the proportion that was calculated before the trade was executed – ensuring that you receive the correct amount.

As we conduct Fractional Trading, all trades will be effectively aggregated and allocated, as it will often involve the purchase or sale of a whole share and allocation of a fraction of that share. Multiple fractions may be allocated to different clients from the same purchased share, or aggregated with other sale orders to make up the whole share to be sold through our broker.

We do not trade with our own funds – so your orders will be allocated only with other customers that are using the same service. This means we aggregate DIY orders with DIY orders, and Managed orders with Managed orders.

AutoInvest

AutoInvest is a function that allows any available cash in your DIY portfolio over £1 to be automatically invested in the next applicable trading window.

By turning on AutoInvest, you are giving us an ongoing instruction to deal on any and all funds over £1 that you have deposited into your DIY portfolio. The cash available will be invested proportionate to your DIY portfolio target weight as at 12:00 GMT, which is the cut off time on the day that the funds are in the account. Any changes to your DIY portfolio target weight must be made before the cut off time, otherwise the money will be invested in the target weights on the portfolio at the time and you will need to rebalance the portfolio, incurring any ETF costs which apply.

For example, if you deposit £100 and your DIY portfolio has 5 ETF’s at a split of 35%, 25%, 20%, 15% and 5%, this will create 5 orders of £35, £25, £20, £15 and £5 in the respective ETFs that you have chosen.

Once AutoInvest is turned on, we will take sufficient steps to achieve Best Execution on any orders executed. For the purpose of this policy, we will treat the instruction as given at one minute before the relevant cut-off for the next applicable trading window.

You can set a cash buffer amount once you enable AutoInvest. This means that only the amount over the cash buffer amount will be invested via AutoInvest. For example, if you set a cash buffer of £25 and have £100 in your account, only £75 will be invested and the remaining £25 cash will stay in your account.

To avoid funds being unintentionally invested, you must turn the AutoInvest function off by 12:00 GMT, otherwise the cash will be automatically invested. Should you mistakenly leave AutoInvest enabled, InvestEngine will not be liable for additional ETF fees which may be incurred in selling down your investments.

Savings Plans: Please note that when setting up a variable recurring payment or Direct Debit, AutoInvest will be enabled by default. If you do not wish to use the AutoInvest feature, it can be disabled via the Platform dashboard after setting up your Savings Plan.

Review and Monitoring

We will review the effectiveness of our order execution arrangements (including the venues that we use) and the execution policy at least annually (and also on an ad hoc basis in response to any material change affecting a relevant execution venue). We will monitor our compliance with the policy, making enhancements to it or to our order execution arrangements where necessary and advising you of such changes and/or our on‑going compliance with the policy, as appropriate.

Regulatory permissions

We will maintain such FCA regulatory permissions as we may require from time to time.