These Terms of Business (together with the Application Form) form a legally binding Agreement between us. Please read these terms and conditions carefully as they set out the basis upon which we will be offering our Dealing Service to you.
Definitions:
Administration Fee: The amount set out in the Charges section of the Online menu.
Agreement: These Terms of Business and the Application Form.
Application Form: The application form you are required to complete prior to registering with our Dealing Service.
Associate: Any undertaking which is connected (as defined by the rules of the FSA) with us.
Best: The obligation to deal at the best price available at that time.
Business Day: Is a day (other than Saturday or Sunday) on which the clearing banks in the City of London and the relevant exchange is open for business.
Data Providers: Any third parties who provide Data which is displayed on our website as part of the Dealing Service.
Data: Any market news, prices or other information displayed on our website.
Dealing Service: The on-line execution only dealing service provided by us to you
Foreign Market: An officially recognised stock exchange in countries other than the United Kingdom, dealing in officially listed securities.
FSA: The Financial Services Authority, or any superseding body whose address is 25,The North Colonnade, Canary Wharf, London E14 5HS.
FSMA: Financial Services & Markets Act (2000)
HMRC: Her Majesty’s Revenue and Customs
HB: Hoodless Brennan Plc (Registered No. 2693942), 40 Marsh Wall, Docklands, London E14 9TP, authorised & regulated by the FSA, Number 155104, together with its successors or assigns together with any parent company, companies in the same group (including our nominee company) and, where applicable, employees of any such persons.
Investment Trading Account: Your on-line account where your stock and available cash is shown and the history of your trades.
Investments: Equity securities (including warrants) on which HB can provide a quote and which are settled using CREST or any other recognised clearing system.
ISA: Means an Investor's Individual Savings Account as shown on your application form and defined by the HMRC Rules and Regulations
IRS: International Retail Service – service provided by the LSE quoting foreign shares in sterling on the LSE tradable via CREST Depository Interest (CDI) format.
Limit Order: A buy or sell order to be executed at a price specified by the client. A 'Limit Order System' is an automated system that allows input of orders 24 hours a day 7 days a week to be executed by the system if the price specified is reached during the opening hours of the Relevant Market
LSE: The London Stock Exchange PLC, the recognised market for dealing shares in the UK.
Personal Information: Any information we have obtained about you as a result of the Application Form and trading activity.
Plan Manager: Hoodless Brennan Plc Appointed Plan Manager of the Hoodless Brennan Self Select ISA.
Price Enhancer: The software by which the Dealing Service attempts to obtain a ‘better than Best’ price on every trade.
Regulations: Means the Individual Savings Account Regulations 1998 as amended from time to time.
Rising Buy: An order to buy a specific security through the Dealing Service if the price of the Security rises to or above the price selected by you.
RSP: Retail Service Provider – Electronic Market Maker.
Settlement Date: The date on which cash and securities are due to be exchanged.
Stop Loss: An order to sell a specific security through the Dealing Service if the price of the Security falls to or below the price selected by you.
Terms of Business: The Investment Services and Terms, Conditions, Obligations and Rights applying between us and you, as set out in this document, together with the appended “Personal Information & Data Protection Policy”, “Commission Rates and Charges”, “Warrants & Derivatives Risk Warning Notice” and “Risk Warnings” as may be varied from time to time.
The Hoodless Brennan Self Select Stocks & Shares ISA: Is an execution only Self Select Stocks & Shares ISA
The Rules: The rules of the FSA or any relevant superseding body together with the rules, customs and practices of the relevant investment exchange and any other applicable laws or regulations as amended and supplemented from time to time.
UK: United Kingdom of Great Britain and Northern Ireland.
URL: A uniform resource locator.
We, Us: Hoodless Brennan Plc.
You: The person who has registered with our Dealing Service.
1. THE SERVICE
1.1 We provide a Dealing Service which allows you to buy and sell Investments using our website located at www.hoodlessbrennan.com (or any subsequent URL that may replace it). The Dealing Service is available to all persons who may invest and deal in equity securities without breaching applicable rules, regulations or laws. The service is not available to residents of the United States, Canada or Japan. HB reserves the right to refuse to open an Internet Trading Account if, in HB’s opinion, opening such an account will violate the rules, laws or regulations of the country in which the applicant resides.
1.2 Our Dealing Service is an execution only service and, therefore, we will not be providing you with any type of investment advice. If you are in any doubt about the suitability or merits of a particular transaction, you must take appropriate independent advice from a regulated person who is qualified to give such advice. The decision to buy, sell or hold Investments will be your responsibility.
1.3 We will communicate in English with you during the course of our Dealing Service.
1.4 Unless we notify you otherwise we will classify you as a retail customer as defined by the Rules. You may request a different classification as a Professional Client or Eligible Market Counterparty. If these are relevant for you we will discuss these options with you, but you will lose some protections from which you currently benefit.
2. YOUR RESPONSIBILITIES
2.1 You agree not to copy, re-send, sell, distribute, publish, broadcast, circulate or commercially exploit the Data and you agree not to use the Data or Dealing Service for any unlawful purpose.
2.2 You agree not to transmit (whether intentionally or unintentionally) any virus or other item of destructive nature to our website.
2.3 You will receive a special user name, password and account number and it is your responsibility to ensure that these details remain confidential.
2.4 You are responsible for all dealing instructions placed using your user name, password and account number. We will treat as genuine and duly authorised all dealing instructions placed using your user name, password and account number.
2.5 You agree to let us know immediately by telephone and then confirm within 24 hours by e-mail and post if your details are lost, stolen or are no longer confidential and/or if you have received confirmation of a transaction where you did not place an order.
2.6 You will not be responsible for dealing instructions placed after you have so notified us that such details were lost, stolen or are no longer confidential.
2.7 MARKET ABUSE PROVISIONS OF FSMA
2.7.1. You confirm that you have read and understood the code of market conduct published by the FSA. You also confirm that you will comply with its provisions in your dealings with us and undertake that you will indemnify us against any loss arising out of any failure by you to comply with such code.
3. DEALING
3.1 We may carry out a credit reference check at any time before buying or selling shares for you. We may refuse to accept your instructions, at our sole discretion as a result of such check
3.2 Our own charges will be in accordance with our published charges sheet, which is attached herein as Appendix C and is displayed on this website under the section ‘Charges’. These charges are subject to change. Subject to clause 13.3, we will notify you in advance either orally, by e-mail or by publishing the change on our website of any changes to our charges. Published charges are incurred on a per bargain basis, and any blanket variation in charges will only be enforceable where we have expressly agreed in writing to such a blanket charge. Transactions dealt for non-standard settlement may result in an additional charge or fees levied by third parties, which will be notified on the contract note. Any sums due to us may be deducted from any funds, which we may from time to time hold on your behalf.
3.3 You can only sell shares you own, free of lien, or which you have a legal right to sell and for which you are entitled to receive the proceeds personally, and which have been deposited in your Internet Trading Account. If you hold share certificates, then these will need to be put in a de-materialised form prior to us accepting an instruction to sell them for you. If your shares are already in a de-materialised form then it is your responsibility to arrange for a transfer to HB prior to instructing us to sell them for you.
3.4 Any order which we execute on your behalf will be made as soon as possible during normal dealing hours at the best price available at the time of dealing.
3.5 You alone will be treated as our customer under the Rules, even where you are acting as an agent and have identified your principal to us. We will not treat such identified principal as our indirect customer unless this is specifically agreed in writing under the terms of an indirect customer agreement between you and us.
3.6 We shall be entitled to rely on and treat as binding, any instructions we reasonably believe to be from you or your agent(s) whom we have accepted in good faith. We may refuse to follow your instructions, if in our opinion, compliance therewith would be contrary to any applicable law, rule, regulation, regulatory requirement, market practice or code of practice, or to do so would in our bona fide opinion, be unreasonable in the circumstances. If you wish to give authority to another person to deal on your account, we will only accept instructions under the terms of a properly constituted Power of Attorney. Subject to any limitation on the Power of Attorney that you provide to us, you agree that we are entitled to treat your agent as having an unlimited authority to deal on your account. In relation to instructions in respect of your safe custody investments, we are under no obligation to obtain your confirmation about any limits on their value, size, frequency or indebtedness of their dealings or instructions in respect of safe custody services and we will not be obliged to consider, in the light of your circumstances that are known to us, whether they have exceeded the authority you have given them.
3.7 We will accept instructions by telephone if our website is not functioning. Such instructions will be subject to the terms of this Agreement. However, we are unable to accept instructions over the telephone to deal in complex instruments such as warrants or other similar derivatives.
3.8 After you have requested a quote, you will be asked if you wish to place an order, upon which a firm price will be displayed at which time you must specify as soon as possible whether or not you want to complete the transaction. Any delay on your part, or any delay caused by transmission difficulties, may result in the transaction not being completed. Once the transaction has been completed, a trade confirmation /contract note will be displayed on the website which will state the price and the number of shares sold or bought.
3.9 Once we have received and executed your instructions to complete a transaction, you will not be able to change such instructions.
3.10 Instructions will not be accepted unless your Internet Trading Account contains sufficient cash to cover the full cost of purchase and/or sufficient securities for a sale as appropriate.
3.11 We will not accept telephone-dealing instructions after market hours.
3.12 We may, without prior reference to you, combine your order (whether it be a buy or sell order) with other orders for execution (including orders placed by connected Persons or on our own account). Where such aggregation results in a number of transactions at different prices, we may average the prices obtained and allocate your own share to you at the average price. Before combining your order with others, we must follow our written policy on aggregation which requires us to reasonably believe it will work to the advantage of each customer concerned, although you accept that on occasion, aggregation may work to Your disadvantage in your obtaining a less favourable price.
3.13 We will record the date and time that you place an instruction and all relevant bargain details. In the event of a dispute, you agree that our records will be conclusive.
3.14 We will be entitled to cancel any trades executed in any half-hour period by the same end user which causes the number of shares traded to exceed the Maximum Dealing size quoted by the RSP for that stock at that time.
3.15 Minimum Trade Value is £50. We will not accept instructions below that value.
3.16 Except as otherwise provided in these Terms of Business, all transactions are subject to The Rules and the customs and practices of the exchange or market on which they are executed. You warrant to us that you are not prohibited from using our services by the laws of the country in which you currently reside or otherwise, and that your dealings will comply with all relevant laws and regulations affecting you.
3.17 Order Execution Arrangements: Details of our arrangements for order execution are available on our website. If you require a printed copy please contact us. Any subsequent amendments to these arrangements will be notified only via our website. In some circumstances when executing orders on your behalf, we may transact “off market” i.e. away from a regulated market or multilateral trading facility. By entering into this agreement you expressly consent to your order being executed in this way.
4. DEALING IN OVERSEAS INVESTMENTS
4.1 Dealing in Foreign Securities electronically through the Dealing Service. (By Internet)
4.1.1 Dealing in Foreign Securities electronically is via the established RSP services during the specific trading hours set by the RSP and may not reflect the trading hours set by overseas exchanges.
4.1.2 The specific trading hours for Electronic Trading in Foreign Securities;
4.1.2.1 USA – 08:00 to 16:30
4.1.2.2 European – 08:00 to 16:30
(Note all times are Greenwich Mean Time (GMT) or British Summer Time (BST).
4.1.3 Dealing in Foreign Securities is limited to Securities tradable via the International Retail Service (IRS) listing on the London Stock Exchange.
4.1.4 A list of Foreign Securities tradable under the Dealing Service is available on the site under ‘Foreign Dealing’ listing market, country, EPIC code and full name of Security. This list is subject to change without notification by the RSP’s and therefore our listing is not guaranteed as accurate.
4.1.5 If a Foreign Security is not tradable via the system, you can trade via the telephone subject to additional charges quoted at time of dealing. Foreign Securities traded in this way may not be subsequently traded through the Dealing Service.
4.1.6 Limit Orders on Foreign Securities quoted electronically may be entered at any time but will only be attempted to execute during market hours specified in 4.1.2 above.
4.1.7 You agree that Foreign Securities traded on this system will be held in Crest Depository Interest form in the name of Raven Nominee and not available to be withdrawn as certificates by you. Transfers of foreign Securities out of our nominee can only take place in the form of CREST Depository Interests, (CDI’s).
4.1.8 All prices for shares shall be quoted in sterling and you agree that trades in foreign securities electronically via the RSP will be transacted in Sterling.
4.1.9 Any currency conversion into Sterling from the security’s currency of listing, will already have been completed by the RSP and included in the spread offered to you. This may therefore cause the price quoted on a Foreign Security via the IRS service to differ from prices quoted in the home market listing of a Foreign Security. No separate conversion shall be included in IRS dealing or on contract notes issued from us to you.
4.1.10 The list of markets covered by this service shall be displayed with the names of stocks available as stated in 4.3 and shall not include Japan & Canada. This list does not form an exclusive list of markets traded electronically and is subject to change without notification by the RSP’s and is not guaranteed accurate.
4.1.11 There is therefore a risk that the market price in the UK for this stock in CDI form may differ due to the RSP converting home currency to sterling of a Foreign Security.
4.1.12 Foreign Securities held with agents overseas cannot be traded via the Dealing Service as these are not held in CDI format by the Dealing Service. Only those Foreign Securities bought through the Dealing Service may be sold in this manner, unless transferred to the Dealing Service from another broker in CDI format.
4.1.13 Price quotations may not be available on Securities via the IRS RSP service if dealings in that Security are suspended. Securities may not be tradable in the UK in the event that the market is closed in one of the markets where a Security is dual listed.
4.1.14 The level and basis of Stamp Duty and other taxes varies between overseas markets and is subject to change. Details of charges applicable will be quoted at the time of trade on the Dealing Service.
4.1.15 The deduction of tax on any dividends received on a Foreign Security held by us for you will not be reclaimed by us on your behalf. You accept that you are responsible for reclaiming dividends on Foreign Securities held by us.
4.1.16 Unless we are otherwise instructed in writing, we will not be obliged to exercise any of the following rights attached to or conferred by your investments: taking up any rights, whether pursuant to a rights or open offer; exercising any subscription or conversion rights; dealing with takeover or similar offers or capital reorganizations; exercising any voting rights. We shall act on your instructions when you direct us, and when it is reasonable and practicable for us to do so, but we shall not be held responsible for any loss or damage suffered by you directly or indirectly as a result of your failure to instruct us in writing to exercise any of the rights conferred by your investments, or where we are not able to action your instruction due to events beyond our control. We will not instruct you that a corporate action is taking place in a company which is held in our Nominee unless we are instructed by the company or its registrar about the corporate action. We may choose a deadline for receipt of your instructions earlier than the final date announced by the company in order to give us sufficient time to exercise rights on your behalf.
4.2 Dealing in Foreign Shares other than through the electronic Dealing Service (By telephone).
4.2.1 Hours – Telephone dealing ;
4.2.1.1 USA – 14:30 to 17:00
4.2.1.2 European - 08:00 to 17:00
(Note all times are Greenwich Mean Time (GMT) or British Summer Time (BST)
4.2.2 Securities in companies listed overseas bought via telephone will be dealt and held separately from those held and dealt electronically. Securities bought electronically through the Dealing Service will be held in CDI form with CREST in the United Kingdom and held in our Nominee. They are not eligible to be withdrawn as certificates.
4.2.3 In order to execute transactions and provide investment services in overseas investments (Foreign Securities), we may introduce your business to an overseas investment broker who may not be authorised to carry on investment business in the United Kingdom. This means that as regards such foreign securities you may not have the benefit of the protection afforded to investors under the FSMA and under The Rules of the FSA. In particular, you may not benefit from the following protections: the right to claim under the Investor Compensation Scheme for losses or defaults; in the event of a dispute, access to the Financial Ombudsman’s Service; protection of money held on your behalf under the FSA’s Client Money Regulations; the obligation to execute your transactions at the best price available in the relevant market at the time of the transaction; the obligation to disclose charges levied on you in advance.
4.4.2 Trades conducted via telephone on securities other than in the UK market may attract additional charges, which will be disclosed at the time of dealing. This applies only to telephone conducted foreign securities trading.
5. LIMIT AND STOP LOSS ORDERS
5.1 The Limit, Rising Buy and Stop Loss Order facility enables you to place Limit, Rising Buy and Stop Loss Orders in Securities currently quoted by the real time price feed.
5.2 Limit, Rising Buy and Stop Loss Orders against a single Security will be executed on first received and dealt basis. If there are a number of Orders against a Security then the later Orders received or modified may not execute against the RSP firm quote, or may be subject to aggregation which may affect the price you obtain, see paragraph 3.12.
5.3 Our acceptance of Limit, Rising Buy and Stop Loss Orders on this basis relies on our having available a continuous electronic feed of prices from the market on which the deal is attempting to be executed. We cannot accept responsibility for any loss or consequential loss if we are unable to complete an Order if this feed is for any reason interrupted.
5.4 Price limits for Overseas Investments will not be accepted where they vary from the current price of the relevant Security by more than 5%.
5.5 If you wish to cancel a Limit, Rising Buy or Stop Loss Order which has not yet been executed we will, without accepting liability, attempt to cancel and withdraw the order with the agents (if any) to whom we have passed it, but no assurance can be provided that we will be able to cancel the order prior to its execution. In placing any Limit or Stop Loss or Rising Buy Order with us, you accept full liability for its completion unless we confirm that we have been successful in cancelling the Order, and you accept liability for any costs arising from such cancellation.
5.6 Our confirmation that we have received your instruction to cancel your Limit, Rising Buy or Stop Loss Order, is not an assurance that the order has been or can be cancelled.
5.7 It is your responsibility to access your account and check the status of the Orders through the Limit, Rising Buy and Stop Loss sections of your account. We will not be responsible after we have received your instruction for notifying you that execution, cancellation, amendment or failure to execute the order on your account has taken place.
5.8 The time of receipt of your instructions is the time at which the Limit, Rising Buy or Stop Loss order is received onto the system and is not deemed to be the time at which your order can be transacted.
5.9 It remains your responsibility to review your Limit, Rising Buy and Stop Loss Orders on a regular basis in the light of your current trading both to ensure your Orders remain valid and that you have sufficient monies on account to execute all outstanding Orders including dealing costs, stamp duty and any other fees.
5.10 By placing a Limit, Rising Buy or Stop Loss Order you are instructing us to automatically buy or sell securities in the market on your behalf when your specified price Order is reached.
5.11 We do not guarantee that Limit, Rising Buy and Stop Loss Orders will be executed even if the limit price is met. The following is a non-exhaustive list of reasons that may prevent execution;
(i) market conditions at the time (such as a "fast market" i.e. where the market is so volatile that prices quoted by Market Makers are only indicative rather than guaranteed),
(ii) other clients having placed similar orders, but at an earlier time than your order and being executed in priority to your order or
(iii) other factors which are outside of our control;
5.12 The system will only execute orders in sizes that are at or below the maximum quote size offered by the RSP at the point of execution. If your Limit, Rising Buy or Stop Loss Order is above this size, it will not be executed, even if the price is matched by the market price.
5.13 Your Limit, Rising Buy or Stop Loss order if triggered for execution due to your price being met, but fails to complete the trade, will retain your order and continue to monitor and attempt to execute again if your price is met, subject to a maximum ten attempts and will email you after each attempted trade and failure.
5.14 It is your responsibility to monitor corporate actions which affect the Security price. you are responsible for monitoring the price of the Security to ensure your Limit, Rising Buy or Stop Loss order remains appropriate for you.
5.15 The Market in Financial Instruments Directive requires us to publish any limit order in relation to shares traded on a regulated market where we do not immediately execute that order, unless we have your explicit consent not to publish the order. Our Online service does not provide the facility to publish these limit order and, therefore, if you wish to place a limit order with us you acknowledge that it will not be published. By entering into this agreement you are providing express consent for us not to publish your limit orders.
6. Stabilisation
6.1 We may deal for you in investments that may have been the subject of stabilisation. This is price supporting process that often takes place in the context of new issues and similar offerings, including rights issues. The effect of stabilisation can be to make the market price of the investment, which is the subject of the issue or offering, higher than it would otherwise be. Stabilisation may also affect the price of investments of the same class, which are already in issue, and of other investments whose price affects the price of the new issue. Stabilisation is undertaken in order to ensure that the issue of investments is introduced to the market in an orderly fashion, and that the issue price and/or the price of associated investments is not artificially depressed because of the increase in supply cause by the new issue. The fact that there have been dealings in an investment in which stabilisation may be taking place does not necessarily mean that investors are interested in buying that investment or in buying it at the level at which the dealings have taken place. Stabilisation takes place for a limited period. There are limits on the price at which shares, warrants and depository receipts may be stabilised but the limits do not apply where loan stock or bonds are being stabilised. At the time of dealing, reasonable steps will be taken to enable you to understand the nature of the risks involved.
7. CONFLICTS OF INTERESTS
7.1 When we carry out a transaction for you, we may have an interest, relationship or arrangement that is material in relation to the transaction or investment concerned or could give rise to a conflict of interest. However, our employees are required to comply with our Policy of Independence and Our Policy of Treating Customers Fairly, and to disregard any such interest. In particular, when we enter into a transaction for you, we may deal as principal for our own account by selling the investment concerned to you or buying it from you or may match your transaction with that of another customer by acting on their behalf as well as yours or may buy investments in a company with respect to which we are involved in a new issue, rights issue, takeover or similar transaction. Our arrangements for managing our conflicts of interest are available on our website and any amendments to those arrangements will be detailed on the website.
8. SETTLEMENT AND CHARGES
8.1 Your trades will be settled automatically on the relevant Settlement Date.
8.2 Before you buy investments for the first time there must be sufficient cleared funds in your account. The funds can be paid into your account by either:
8.2.1 sending us a cheque drawn from your UK bank account which must be a personal account in your name and match the bank account details supplied by you when opening the account with us.
8.2.2 using a debit card (Switch or Visa Delta). The debit card must be drawn from your personal UK Bank account you supplied when opening your account with us.
PLEASE NOTE: We do not accept payments to your account from third parties, bankers drafts, building society cheques or other money orders and drafts.
8.3 When you buy investments you must make sure that there are sufficient cleared funds in your account to cover the costs of carrying out any instructions which have been given. Our obligation to deliver the investments to you or to your account is conditional on prior receipt by us of such cleared funds.
8.4 If there is not sufficient money in your account to pay for an investment, we reserve the right not to buy or sell such investment at our complete discretion. In these circumstances, we may charge you the cost of the purchase (if relevant) and we may also charge you an Administration Fee as well as interest on any amount owing to us at 8% over our Bank’s base rate until the day cleared funds are received by us from you.
8.5 If a debt remains outstanding for more than 10 business days, we shall be entitled to refer the debt to a collection agent or solicitor. Alternatively, we shall be entitled sell any of your shares held by us, subject to FSA rules. You will also be charged an Administration Fee and any legal costs incurred.
8.6 You must send us any dividends or other benefits which you receive that you are not entitled to. We may take these amounts from your account or claim them from you. We will then send them to the person who is entitled to them.
8.7 We may keep part of any commission paid as a result of transactions we carry out for you through an Associate or third party. Details of any such remuneration or sharing arrangements will not be set out on the relevant contract note but can be made available to you on Your written request.
8.8 You agree to inform us immediately if there are any errors in documentation that we send to you and to repay to us immediately any overpayments made to you.
8.9 You will ensure that all monies due to us are paid and all documents are delivered to us in good order to settle transactions effected by you or on your behalf, which we shall have no duty to check and have done everything necessary to allow settlement by the date confirmed to you at the time of dealing, or as stated in the contract note (whichever is the earlier). You confirm that when you sell an investment through us, you own that investment and have the right to sell it free from all liens and any other restriction and to receive the proceeds personally. You agree to indemnify us from all fines, taxes and charges that CREST, the London Stock Exchange or any other exchange or clearing house may impose on us or our nominee as a result of your failure to deliver money or documents to allow transactions to be settled. All sums due to us in respect of commissions and other charges (whether under these Terms of Business or otherwise) may be deducted from any funds which we may hold from time to time on your behalf. Payments to you in respect of sale transactions carried out on your behalf will be dependent on CREST accepting the stock as good. All dealings for securities held in CREST will be dealt for standard settlement unless we confirm otherwise.. We do not make or accept payments to or from third parties unless we have agreed to do so by prior written agreement. You agree to inform us immediately if there are any errors in documentation that we send to you and to repay to us immediately any overpayments made to you.
8.10 All investments which we hold (or are entitled to receive) on your behalf will constitute security for the payment of any liabilities which you may have incurred to us and which remain outstanding on the due settlement date. Such investments will not be released or discharged, by time being given, or other concession being granted by us to you or to any other interested person, or by any other matter as a consequence of which the investments or your liabilities might be released or discharged. At any time after the due settlement date in respect of any liabilities which you have incurred to us, we shall have the power to sell or dispose of any such investments in or toward satisfaction of those liabilities and will account to you for any surplus. Any costs incurred by us in effecting the above will be debited to your account. Without prejudice to our rights we shall be entitled, without instructions from you, to execute an offsetting transaction at your expense, if we do not hold the investments sold for you by the relevant due settlement date.
8.11 Our charges are set out in Appendix C incorporated into these Terms of Business. Our charges are subject to change. Subject to Clause 15, we will inform you of any changes to our charges. Our charges are incurred on a per bargain basis. Transactions dealt on non-standard settlement may result in additional charges or fees levied by third parties, which will be notified on your contract note. Dealing on non-standard settlement terms may also mean that you are offered a worse price than the price quoted for standard settlement. If you incur debit or uncleared balances with us, or we do not settle in cleared funds an amount when it is due, we reserve the right to charge you interest at a rate of 8% per annum above our bank’s published lending rate from time to time on any amount overdue form you, from the date such amount falls due until the day cleared funds are received into our customer bank account. Such interest shall accrue on a daily basis. In addition, we reserve the right to make an overdue payment charge (as detailed in our published charges sheet in effect at the time) in respect of sums you owe us. We may share dealing charges with our associated companies and other third parties, or receive remuneration from them in respect of transactions carried out on your behalf. Details of any such remuneration or sharing arrangements will not be set out on the relevant contract note but are available on written request.
9. YOUR MONEY
9.1 We are obliged to treat money held by us, on your behalf, in accordance with FSA’s Client Money Rules. Amongst other things, these require us to hold your money segregated from our money and at a bank approved by us for the purpose. Any monies belonging to you and other customers held in separate customer accounts at a bank or banks selected by us in accordance with the client money rules, will be identified as trust accounts. We will require any bank or banks selected by us to acknowledge that, in accordance with the client money rules, monies held in the customer accounts belong to our customers and are not our property. If we receive money from you to invest, we will keep it in our customer accounts until we make payment on your behalf for the investment concerned. If we receive money payable to you, we will hold it in our customer accounts until such time as it is re-invested or you request us to transfer it to you. In the latter event, we will forward it to you by electronic transfer to your bank account that you have nominated on your application form.
9.2 If there has been no movement in an account for a period of not less than six years (apart from payment of interest or deduction of charges, interest, dividends or similar items) we shall be entitled to cease to treat unclaimed client money as client money, but before we do so, we will send notice to that effect to your last known address, giving you 28 days in which to make a claim. We will make and retain records of all such balances and undertake to make good any valid claims in respect such funds received during such period.
9.3 We will present cheques for payment as soon as we receive them and in any event in accordance with the Rules.
9.4 We will pay interest, on your money which is held by us, at the rate detailed in our charges sheet as posted on our website, and as may be amended from time to time. Such amount will be credited to your Internet Trading Account once a quarter. We reserve the right not to credit interest where the amount would be less than £5 per quarter.
9.5 Any dividend, interest or other benefit received by us in respect of investments held on your behalf shall be held in your Internet Trading Account.
9.5 We reserve the right to round up or down amounts which are less than 1p.
9.6 Information regarding trading history, cash balances and stock held on account is accessible through the web site and will not be separately posted.
10. CUSTODY OF SHAREHOLDINGS
10.1 All investments purchased through us to be held in custody on your behalf (except for bearer stocks) will be registered in the name of a nominee company owned by us, or a custodian in accordance with the Rules of the FSA. We will use reasonable endeavours to obtain your instructions before a) exercising on your behalf conversion and subscription rights and voting rights regarding your holdings b) acting on your behalf in takeover situations, other offers or capital reorganisations concerning your holdings. We will endeavour to forward to you information about corporate actions sent to us from those companies shares held by our nominee on your behalf. However we shall not be responsible for the failure of information to reach you or your instructions to reach us as a result of loss of mail or other event outside our control. We will not forward to you annual reports and accounts or other information to shareholders unless you have specifically requested us to do so in writing. The consequences of your failure to provide instructions by the relevant time, once notification has been given to you, are entirely your own responsibility.
10.2 Statements
A statement of your holdings will be available to you on line at all times. This will be by reference to the date of trade and holdings will be valued at a 15 minute indicative mid-price basis, or the previous closing mid–price when the relevant markets are closed.
Stock lending and use of documents of title
10.3 Unless you agree in writing, we will not lend any documents of title or evidence of title to investments registered in the name of our nominee to any third party, or borrow money on the security of such documents.
Registration and Custody of Your Investments
10.4 We are responsible for the acts of our nominee company and our custodian to the same extent as for our own acts, including, for the avoidance of doubt, losses arising from fraud, wilful default or negligence. You may instruct us in writing to register investments purchased through us in your name, or the name of some other person whom you specify (which must not be HB). If you do so instruct us, the consequences of registration carried out in accordance with your instructions are entirely at your own. Whilst we will take reasonable care in selecting a nominee or custodian, you acknowledge that any nominee or custodian (other than our own nominee company or our own custodian) which hold your securities is not under our control and, notwithstanding any other provision, we shall not be responsible for any loss or damage suffered by you arising directly or indirectly from any act or default of any such nominee or custodian.
Where you instruct us to deal for you in overseas investments (foreign securities) Clauses 10.5, 10.5.1, 10.6 and 10.6.1 will apply:
Foreign Securities
10.5 use of an Intermediate Broker, Settlement Agent or Counterparty Outside the United Kingdom
10.5.1 Money held by us, on your behalf, may be passed to an intermediate broker, settlement agent or counterparty located outside the United Kingdom. In these circumstances, the legal and regulatory regime applying to that Person may be different to that of the United Kingdom. In the event of the insolvency of that Person, your money may be treated differently from the manner in which it would be treated if your money had been passed to an intermediate broker, settlement agent or counterparty within the United Kingdom. Although we will request, and our agents will request on our behalf, that all approved banks outside the United Kingdom acknowledge to us that they have no right of set-off against monies held in their customer bank account for other monies owed by other customers of ours, notwithstanding our request, because of the difference in legal and regulatory systems, these banks may not confirm this. If you do not want your money to be held in this way in certain jurisdictions then you should inform us in writing of which jurisdictions you object to. Please note, however, that should you object to this form of custody, we may not be able to act for you.
10.6 Registration Overseas
10.6.1 Your investments bought other than by electronic RSP method as CDI’s may be registered or recorded in the name of a custodian or us in one or more jurisdictions outside the United Kingdom, where due to the legal requirements or the nature of market practice in the jurisdiction(s) concerned, we believe, on reasonable grounds, it is in your best interest to do so or it is not feasible to do otherwise. We will inform you, if you request us to do so following a transaction, whether registration as described here has taken place. As a consequence of this, your investments may not be segregated from investments belonging to us or the custodian and therefore in the event of our default, your assets may not be as well protected from claims made on behalf of general creditors or HB. Investments belonging to you, which are held overseas, may be subject to settlement, legal and regulatory requirements that differ from those which apply within the United Kingdom. If you give us specific instructions that you wish us to register your investments in the name of a Person other than us, then the consequences of doing so are at your own risk.
Pooling
10.7 Investments registered or recorded in the name of a nominee (other than a nominee company owned by us or as otherwise agreed with us) may be pooled with those of one or more of our other customers. Accordingly, your individual entitlement may not be identifiable by separate certificates, physical documents or entries on the register. In the event of a shortfall after any default by the custodian responsible for the pooled investments which cannot be reconciled, you may not receive your full entitlement but may suffer a pro-rata share in that shortfall. If your investments are pooled with those of other customers, you may find that your entitlement to new shares distributions and other corporate actions is different from what you would have received if your investments were not pooled. We reserve the right in this situation either to apportion the total entitlement received in respect of the pooled investments between you and the other customers involved, or treat any fractional entitlement in the same way as the company concerned has done so with respect to the corporate action when acting through its registrar.
Exercise of rights relating to investments
10.8 Unless you have instructed us in writing, and subject to Clause 10.1, we will not be obliged to exercise all or any of the following rights attached to or arising by virtue of your investments: taking up any shares or other securities, whether pursuant to a rights or open offer; exercising any subscription or conversion rights; dealing with takeover or similar offers or capital reorganisations; exercising any voting rights. We shall act on your instructions when you direct us and it is reasonable and practicable for our to do so, but we shall not be held responsible for any loss or damage suffered by you arising directly or indirectly as a result of your failure to instruct us in sufficient time in writing to exercise any of the rights referred to in Clause 10.1, or where we are not able to act on your instruction because of events beyond our control. We will not instruct you that a corporate action is taking place in a company security which is held in our nominee unless we are notified by the company or its registrar. We may impose a deadline for receipt of your instructions earlier than the final date stipulated by or on behalf of the company in order to give us sufficient time to exercise rights on your behalf.
10.9 Where a corporate event results in the entitlement to part of a share, this cannot be allocated to Your portfolio. Instead the value of such part of a share (subject to a minimum of £5) will be paid in cash and credited to your account.
11. SELF SELECT STOCKS & SHARES ISA REGULATIONS
Clause 11 is specifically in relation to ISA accounts
11.1 Eligibility
11.1.1 To qualify for a Hoodless Brennan Self Select Stocks & Shares ISA, you must be aged 18 or over and be resident or ordinarily resident for tax purposes in the United Kingdom or be a non-resident crown employee or spouse.
11.1.2 The United Kingdom excludes The Channel Islands and the Isle of Man.
11.1.3 Application must be made in your name only. You cannot apply for a Joint Account.
11.1.4 You shall promptly notify us in writing of any change of address or in United Kingdom taxation status which may render you ineligible to subscribe further to the Account. You shall inform us immediately if you cease to be a UK resident for tax purposes, or if being a non-resident you cease to qualify as a crown employee.
11.1.5 Investments eligible for inclusion in the Hoodless Brennan Self Select Stocks & Shares ISA are restricted to those available through the Dealing Service – namely Securities and Investment Trust Securities quoted on the LSE.
11.1.6 AIM listed securities, Unit Trusts, OEIC’s, UCITS, Life Assurance, Gilts and other non qualifying investments as defined by the HMRC Regulations are not permitted to held in an ISA account with us.
11.1.7 Provided that your application is approved by us, your Account will open upon receipt by us of a duly completed application together with payment of your initial subscription.
11.1.8 Your Account application will cover the current tax year and each subsequent tax year until We receive no subscription for a full tax year.
11.1.9 Your National Insurance Number and Date of Birth (DOB) must be quoted on your application form. We reserve the right to reject an application that does not quote your National Insurance Number.
11.1.10 You may subscribe to the allowable Limit and this is subject to legislative change.
11.1.11 Hoodless Brennan Plc will notify you if for any reason you fail to satisfy the ISA Regulations and that an Account has, or will, become void. Hoodless Brennan Plc will not be responsible or liable for any loss that occurs should a termination of an account be required.
11.1.12 Your application must be in respect of existing Stocks and Shares components of ISAs.
11.1.13 We will only be able to accept cash and Qualifying Investments that we currently deal in. It is your responsibility to determine whether the investments you wish to transfer meet these criteria. Please refer to our website for further information on which Qualifying Investments we deal in.
11.1.14 A non-qualifying security bought by the account holder using cash held in the ISA wrapper can be removed without notice to the General Trading account. The removal of ineligible investments will be treated as a withdrawal from the ISA wrapper.
11.2 Appointment
11.2.1 Hoodless Brennan Plc are Plan Manager for the Hoodless Brennan Self Select Stocks & Shares ISA and are authorized by HMRC as Managers of ISA’s under the Individual Savings Account Regulations 1998 (Statutory Instrument 1998 Number 1870).
11.2.2 Hoodless Brennan Plc will provide Account management and administration in accordance with the Rules and Regulations and otherwise as set out in this agreement
11.3 Beneficial Ownership
11.3.1 Investments within the Account shall at all times be beneficially owned by you.
11.3.2 We shall not lend to a third party the documents of title relating to any investment or any underlying investment held in an ISA.
11.4 Cash
11.4.1 Account money committed for investment in an ISA will be held separately from monies in a general trading account.
11.4.2 All cheques must be made payable to Hoodless Brennan Plc.
11.4.3 All cash received in your ISA including subscriptions, monies pending investment, any balance of un-invested cash, cash resulting from the transfer in of an ISA, income payments, dividends, tax repayment or the proceeds of sale of Qualifying Investments will be held in a designated client account in accordance with the Rules.
11.4.4 We will only retain cash within your ISA for the purpose of applying it on your behalf to purchase your chosen Qualifying Investments.
11.4.5 We reserve the right to transfer any cash held for more than a period of twelve months, and which has not been reinvested, to your General Trading Account. This may be done at shorter notice on the instruction of the Plan Manager or other lawful authority.
11.5 Transfers
11.5.1 You may apply to transfer either the whole of an existing current years Self Select Stocks & Shares ISA to us, or the whole of your previous years' ISA’s, in accordance with the ISA Regulations. Your application to transfer an ISA will need to be made in conjunction with an application to open an ISA with us.
11.5.2 If you wish to transfer your ISA out to a new ISA Manager, the transfer of the account must be made in full. We do not allow a partial transfer out.
11.5.3 We will not be responsible for any loss of income or growth, following a rise in the markets, whilst the ISA transfer remains pending.
11.5.4 We will transfer out your ISA within 30 days of receiving any written request and when all fees and account charges have been paid up
11.6 Investments
11.6.1 You authorize the Plan Manager to recover from the Inland Revenue such tax credits on dividends that are reclaimable for the credit of the Account.
11.6.2 Any investments will be subject to our approval. If an investment is made by us, on your instruction, in good faith and subsequently found to be non-qualifying under the ISA regulation, the Inland Revenue may require the money or investment to be removed from your account, any losses or profits will be passed to you.
11.6.3 Bonus issues of shares or units received can be retained in your account so long as they are qualifying investments.
11.6.4 In the event of a takeover or redemption, we will elect to receive and pay into your account in sterling, converting non-sterling proceeds where necessary.
11.7 Custody
11.7.1 All investments held in your Hoodless Brennan Self Select Stocks & Shares ISA will be registered in the name of a nominee company owned by us.
11.7.2 Dividends, interest payments and cash entitlements due to you will be paid promptly to your Account.
11.7.3 Dividends, interest payments and cash entitlements received in a currency other than sterling will be converted to sterling as soon as reasonably practicable. We may recover any foreign currency negotiation costs. The exchange rate used will be the appropriate prevailing commercial rate available from our bankers. We will round down the converted dividends, interest payments and cash entitlements and may keep any amounts arising out of this rounding process for Our own account.
11.7.4 We are authorised to act on your behalf in respect of CREST and to enter into any arrangement we consider to be necessary to facilitate the clearing of settlement of your transactions through CREST
11.8 Charges and Expenses
11.8.1 You will pay to us the advertised annual fee on our web site for your ISA account in advance as becomes due each year and at the outset of application for an ISA account.
11.8.2 Your annual fee will be debited automatically from your General Trading Account opened for you when you opened the ISA account.
11.8.3 All account administration charges, but not commission and related bargain charges, will be deducted from the General Trading account.
11.8.4 We may sell part or all of your holdings to cover any outstanding fees, charges or commission on an account at our discretion.
11.9 Liability
11.9.1 The Plan Manager shall not be responsible for any loss or damage or depreciation in value of the Account or for its failing to produce a return on capital invested howsoever arising except insofar as the loss, damage or depreciation results directly from the fraud or wilful default or neglect of the Account Manager or by reason of breach of any of the Rules or Regulations.
11.9.2 You acknowledge that the value of, and income from, any investment in the Market may fall as well as rise and you may not get back the amount originally invested.
11.9.3 You also acknowledge that have not given any advice as to the suitability of this investment service for you. You should consult an Independent Financial Advisor if you have any doubt that this investment service may not be suitable for you.
11.10 Subscriptions, Withdrawals, Terminations and Transfers
11.10.1 Subscriptions may be made at any time to your Account subject to the maximum annual subscription permitted by the Rules and Regulations.
11.10.2 Transfers to us must be from an ISA registered in your name.
11.10.3 Subject to the HMRC Rules and Regulations, (“Rules and Regulations”) the settlement of outstanding investment transaction(s), and any tax liabilities, charges and expenses, you may transfer your ISA or withdraw part or all of the investments in your Account at any time by giving us written instructions. Such transfer or withdrawal will take place as soon as reasonably practicable.
11.10.4 In the event of a withdrawal transfer of your Account any annual charges paid to us will not be repaid to you whether in whole or in part.
11.10.5 You shall be entitled to transfer your full ISA or make withdrawals without restriction.
11.10.6 Without prejudice to any other term of this agreement you or we may terminate this agreement without penalty and subject to paragraph 16.2 or in the event that HB ceases or intends to cease to be Plan Manager by giving written notice of not less than 30 days to the other party whereupon (and subject to payment for outstanding transactions, accrued fees and expenses and for sums due under the Regulations) we shall forthwith transfer or procure the transfer of the Account's investments to you or at your direction.
11.10.7 We may at our discretion complete any transactions commenced prior to receipt of a notice under clause 11.10.3.
11.10.8 At your request the Account and all rights and obligations of the parties hereto may be transferred to another account manager by you giving notice in writing to us and by the new Plan manager accepting the account. A Written confirmation is required by the Plan Managers accepting the account.
11.10.9 We shall notify you if by reason of failure to comply with the Rules and Regulations the Account has or will become void.
11.10.10 Partial sales of stock will or withdrawals will be deemed to be capital for taxation purposes.
11.10.11 In the event you wish to close your ISA, any interest accumulated during that quarter will not be calculated nor applied to the account before account closure.
11.10.12 We offer no advice in respect of the Qualifying Investments you purchase within your ISA.
11.10.13 Where you subscribe to an ISA component in more than one tax year, each years subscription will be merged together as one portfolio.
11.10.14 Where a subscription or payment is made by a debit card such as Switch and we do not receive the funds from the Debit card provider, we will sell investments from your portfolio to meet any costs incurred.
11.10.15 Cancellation and Withdrawal of your ISA application will be permitted within the first 14 days after successfully applying for an ISA with us. If you cancel without making a subscription to your ISA, the Inland Revenue Rules and Regulations permit you to retain an ISA subscription for the current tax year.
11.10.16 If you subscribe by transferring funds or assets into the ISA or transfer an existing ISA into your new ISA with us, you will be deemed by the Inland Revenue to have invested in the ISA for that tax year. If you cancel your ISA and do not transfer it to another provider you will lose your ISA subscription for that tax year.
11.10.17 We will refund the Annual Management Charge upon cancellation of an ISA within the initial 14 days if no transfer or subscription has been received and will not charge an exit fee.
11.10.18 Termination of an ISA after the initial 14 days will be charged at the applicable rate of charges as described in Appendix C of this Agreement and may mean your right to invest into an ISA in that tax year will be lost.
11.10.19 The effect of cancelling may have the effect of cancelling the entire ISA agreement and may also (where it is the case) delay you from entering into another ISA agreement until next year.
11.11 Death
11.11.1 Should you die your Account will cease to be exempt from tax, and the assets will be held by us awaiting instruction from your personal representatives, Who may direct that the assets be sold or that the assets be registered in the names of the appropriate beneficiaries, subject to any restrictions relating to minimum holdings. We will comply with the reasonable requests of your personal representatives provided that such requests comply with the Rules and Regulations. Prior to any transfer that may result following your death we shall be entitled to deduct all amounts owing in respect of Transactions, accrued fees and expenses and sums owing under the Rules and Regulations and we shall be allowed to sell investments in the Account to raise any amount owing.
11.12 Records of Your Account
11.12.1 The Plan Manager shall make such returns to HMRC for the purposes of taxation as They are required to do by HMRC, and provide all taxation details to you, as may be required under the Rules and Regulations.
11.13 Assignment
11.13.1 Subject to the Rules and Regulations, we may assign this agreement and/or appoint another company to be the Manager of your Account under these terms and conditions on giving you one month's notice. The party to who we assign this agreement and/or the new Manager of your Account must be approved to act as a ISA manager by HMRC.
11.14 General
11.14.1 We reserve the right to refuse any application to subscribe to an ISA or open an Account without giving a reason for so doing.
GENERAL PROVISIONS
12. HOW WE COMMUNICATE
12.1 We will send you a contract note by e-mail each time we buy or sell investments for you as well as displaying the contract note at the time of dealing. We will normally do this by the end of the Business Day on which we deal. If you do not receive a contract note within two Business Days of this time period you must let us know immediately both by telephone and e-mail. The contract note will show the amount you will receive or are due to pay on the settlement date, including commission. You must check that the information on the contract note is correct and let us know both by telephone and e-mail as soon as possible if it is not.
12.2 We will send all contract notes, notices and other documents by e-mail to the e-mail address you gave us when you registered or to any other e-mail address you may have given us in writing.
12.3 We will communicate with you in English. Where these Terms of Business are addressed to more than one person, any instruction, notice, demand, acknowledgement, request or other communication by or to you may be given by or to any one of you.
12.4 Our address for general correspondence is:
Hoodless Brennan Plc
40 Marsh Wall Docklands London E14 9TP
Tel: 020 7538 1166
E-mail: info@hoodlessbrennan.com
13. NOTICES AND COMPLAINTS
13.1 All notices and complaints to be served on us must be in writing and sent to the Compliance Officer at Hoodless Brennan plc, 40 Marsh Wall, Docklands, London E14 9TP. Any notice served by us on you will be sent to your last known address as shown in our records. If, after we have had a reasonable opportunity to deal with any complaint, you remain dissatisfied with our handling of it, or its outcome, you may take the complaint direct to the Financial Ombudsman Service, whose address is available from the Compliance Officer. If you wish to make a complaint, we will explain at the appropriate time our procedures for complaints handling. Details of our complaints handling procedures are available at any time from the Compliance Officer.
13.2 All documents, sent by or to you, will be at your risk before they are received, or after they have been despatched. Share certificates should be sent to us by recorded delivery.
13.3 For your security all telephone calls and e-mails are recorded and, in some cases, they will be monitored by us.
14. GENERAL
14.1 You must write or e-mail to us if any of your details change.
14.2 You agree that your bank or building society can give us details of your account if requested.
15. VARIATION OF TERMS OF BUSINESS
15.1 We may amend these Terms of Business by notice to you specifying the proposed amendments. Such notified amendments shall become effective on the date specified in the notice which will be at least ten business days after the notice is sent. Notice may also be delivered to you by facsimile, electronic or other virtually instantaneous communication medium, and it is so delivered, it will be deemed to have been received no later than two business days after posting. Notice may also be delivered to you by facsimile, electronic or other virtually instantaneous communication medium, and if it is so delivered, it will be deemed to have been received by you immediately, and the notice period will commence from that time. It may be impractical in certain circumstances for us to give you advance notice, in which case, at the time of giving you notice of the change, (which may be done orally or by other instantaneous communication medium), we will inform you that the change will take place with immediate effect. Unless you terminate your use of the service within the period of the notice, or immediately (where no notice period has been given), you will be deemed to have accepted the amendment. Any amendments which you propose will become effective only when we confirm our acceptance of such amendments in writing. No amendment will affect any outstanding order or transaction or any legal right or liability, which may already have been acquired or incurred. These Terms and Conditions may not be amended by us without the written approval of a director
15.2 We may employ agents to provide our services including our Associates.
16. RIGHTS OF CANCELLATION AND WITHDRAWAL
16.1 This agreement constitutes an “Initial Services Agreement” as defined under the Distance Marketing Directive 2004.
16.2 Cancellation & Withdrawal
16.2.1 You have the right to cancel the agreement between us within 14 days from the date of application. However, you do not have cancellation rights in respect of: (1) transactions that you have entered into with us prior to cancellation, (2) where the transaction has been completed by both parties at your express request or (3) the contract is in relation to services subsequently provided under the agreement. Your right to cancel is without prejudice to our accrued rights under this agreement and the termination provisions in the following paragraph.
16.2.2 There are no charges or penalties for cancellation of the Initial Service Agreement but any transactions entered into must be completed and cannot be cancelled and we are entitled to charge our applicable fees to complete your instructions for settlement and transfer of your investments held by us or our Nominee as defined in Appendix C.
16.2.3 The termination provisions for an ISA account with us under the Distance Marketing Directive 2004 are detailed at 11.10.17 and 11.10.18.
16.3 Termination
16.3.1 You are entitled to terminate the agreement between us at any time by giving written notice to us, such termination to be effective on the first working day after the notice has been received by us or at any time specified in such notice, whichever is later, subject, in either case, to the completion of outstanding transactions. We may terminate the agreement at any time by giving you notice in writing, or orally or by facsimile, electronic or other virtually instantaneous communication medium. Such termination will be effective from the date specified in the notice. Termination will not affect accrued rights, existing commitments or any contractual provision intended to survive termination and will be without penalty. If, on termination, any sum is, or may become, due from you to us, you shall pay such sum to us immediately, and without demand. On termination of the agreement, we reserve the right to cancel, close out, terminate or reverse any transaction or enter into any other transaction or do anything which has the effect of reducing or eliminating any liability under any contracts, positions or commitments undertaken on your behalf.
16.3.2 We may end this Agreement immediately if you have not dealt within a 12 month period or if (i) you breach terms set out in clauses 1.1, 2.2 and 2.6; (ii) in our opinion your dealing behaviour threatens to disrupt the market or (iii) in our opinion your dealing behaviour provides other causes of concern, or (iv) in our opinion your manner in dealing with us is aggressive, abusive or threatening. We shall not be liable for any claims, actions, damages, liabilities, loss, costs or expenses suffered or incurred by you as a result of us terminating the Agreement in these circumstances.
17. OUR LIABILITIES
17.1 We are covered by the Financial Services Compensation Scheme. You may be entitled to compensation from the Scheme if we cannot meet our obligations. The compensation available depends on the type of business and the circumstances of the claim. Most types of investment business are covered for 100% of the first £ 30,000 and 90% of the next £20,000, so the maximum compensation is £48,000. Further information about these arrangements is available from the Financial Services Compensation Scheme.
18. EXCLUSION OF LIABILITY
18.1 We shall not be liable for loss, costs or expenses (including tax) that may be suffered or incurred by you as a result of, or in connection with the provision of any services to which these Terms of Business apply unless, and then only to the extent that, such loss, costs or expenses are caused by our fraud, negligence or wilful default, or by our failure to comply with the FSA Conduct of Business Rules for the time being in force.
19. COMMENCEMENT
19.1 This agreement will become effective following receipt by us of your application under this agreement and subject to our obligations under money laundering regulations having been satisfied.
20. FORCE MAJEURE
20.1 In the event of any failure, interruption or delay in the performance of our obligations, resulting from acts, events or circumstances outside our reasonable control (which circumstances shall include, but not be limited to unanticipated dealing volumes, industrial disputes, acts or regulations of any governmental or supranational bodies or authorities, act of God, threats or acts of terrorism, fire, war, civil commotion, insurrection, embargo, breakdown, failure, malfunction or delay caused by any public utility, telecommunications or computer service or systems) we shall not be liable for any loss or damage incurred or suffered by you.
20.2 Any Data displayed on our website may have been obtained either by us or by another party from third party data providers that we believe are reliable and competent. We cannot guarantee the accuracy, completeness, timeliness or correctness of the Data. We are not responsible for any decision made or action taken by you in reliance upon such Data.
20.3 We shall not be held responsible for any errors, failures or distortions in the transmission of information or instructions, either from you to us or from us to you and we will not be responsible for any claims, losses, demands, actions, costs and expenses (including legal costs and disbursements) as a result of the interception of encrypted communications between us by third parties.
20.4 You agree to indemnify us against any claim by a third party that is a result of your breach of any term of this agreement, both while this agreement is still in place and after it has ended.
21. PERSONAL INFORMATION
21.1 We may use your Personal Information and store it on our systems for the purposes of providing you the Dealing Service. We may also pass your Personal Information to our Associates or Third Parties who we feel may offer products and services that may be of selected interest to you.
21.2 The handling and processing by us of your Personal Data complies with the Data Protection Act (as amended). The database containing this information is constantly updated and is securely protected against unauthorised entry. Personal Information will be kept strictly confidential and subject to the terms in 16.1 it will not be passed to other parties without your consent.
21.3 You are entitled to see all Personal Data relating to you, which is held on any database controlled by us. A charge, as provided for by the Data Protection Act, is made if you use this service. our Personal Information Data Protection Policy is set out in full in Appendix D of this Terms of Business.
22. JOINT CUSTOMERS
22.1 If you are a party to these Terms of Business with another person, or persons, the liability of each of you will be joint and several. Where such persons are trustees, you warrant that you have been validly appointed and will inform us in writing of any changes to the trustees.
23. POWER OF ATTORNEY AND AGENTS
23.1 Any notice given by us under these Terms of Business will be deemed to have been duly given to you if it is given to the person(s) whom you have informed us is your agent or to the person(s) whom you have informed us holds a power of attorney granted by you.
24. TERMS OF BUSINESS NOT TRANSFERABLE
24.1 Unless we consent in writing, your rights under these Terms of Business and any transactions effected under or pursuant to it are non-assignable and unenforceable by third parties whether under the Contract (Rights of Third Parties) Act 1999 or otherwise and your obligations shall not be capable of performance by anyone else.
24.2 Each provision of this Terms of Business is severable and if any provision is or becomes invalid for whatever reason, or contravenes any applicable regulations the remaining provisions will not be affected. We both agree that the invalid and unenforceable parts will be substituted by valid and enforceable provisions which have largely the same effect.
25 INVALIDITY OF PROVISIONS
25.1. Each provision of these Terms of Business is severable and if any provision is or becomes invalid for any reason or contravenes any applicable regulations, the remaining provisions will not be affected and will remain enforceable.
26. REGULATION AND LAW
26.1 These Terms of Business are governed by and shall be construed in accordance with English law and each party submits to the jurisdiction of the English Courts for the resolution of disputes. These Terms of Business, together with the other documents referred to in them, constitute the whole agreement between us, and supersede all previous terms agreed between us.
27. DISCLOSURES
27.1 Investment Warning. Please read the risk warning notice set out in Appendix A to this Agreement.
27.2 Warrants Risk Warning. If you wish to buy or sell warrants, please read the Warrant Risk Warning notice set out in Appendix B to this Agreement.
27.3 Authorisation Status. We are authorised and regulated by the FSA and we are a member of the London Stock Exchange and PLUS Markets.
APPENDIX A
Risk Warning
All investments are speculative and will fluctuate in value. It should not be assumed that the value of investments will always rise. Past performance will not necessarily be repeated and is no guarantee of future success.
You should carefully consider in the light of your financial resources whether investing in stocks and shares is suitable for you.
Changes in currency exchange rates may affect the value of your overseas investments (foreign securities).
Penny Shares. You run an extra risk of losing money when you buy shares in certain smaller companies including “penny shares”. There is a big difference between the buying price and the selling price of these shares. If you have to sell them immediately, you may get back much less than you paid for them. You may have difficulty in selling these shares. The price may change quickly and it may go down as well as up and it may be more difficult to buy and sell shares in the penny share category. You should therefore not invest amounts you cannot afford to lose.
Non-readily Realisable Investments. You may have difficulty in selling such investments at a reasonable price. In some circumstances it may be difficult to sell them at any price. It can be difficult to assess what would be a proper market price for these investments. You should not invest in these unless you have thought carefully about whether you can afford it and whether it is right for you.
Geared Investments. All companies are likely to use gearing as part of their investment strategy and may choose to borrow money (gearing) to make investments. The effect of gearing on investment trusts and investment companies may cause the share price to become more volatile than the asset value of their underlying investments and may result in the share price of your investment being subject to sudden and large falls. Dependent on the level of gearing, it may mean that you could get nothing back.
AIM. The Alternative Investment Market (AIM) is a market designed primarily for emerging or smaller companies. The rules of this market are less demanding than those of the official List of the London Stock Exchange and therefore carry a greater risk than a company with a full listing.
PLUS Markets. PLUS Markets is authorised as a Prescribed Market under the FSMA 2000. It is not a recognised or designated investment exchange and companies trading on PLUS Markets are not listed or subject to the same level of regulation as those companies trading on the AIM or those companies with a full listing on the London Stock Exchange. It may be difficult to obtain reliable information about the current trading position of companies on PLUS Markets and if there is only one market-maker quoting prices, there may be occasion where you may have difficulty in buying or selling shares at a reasonable price or at all. Similarly the difference between the buying and selling prices can be wide and prices being quoted on PLUS Markets may only be indicative prices and not firm two-way prices. Additionally, there may have been little or no trading in the stock since its issue. Consequently, there is a higher level of risk attached to companies trading on PLUS Markets and if you have to sell shares in these companies immediately, you may get back much less than you paid for them.
Material Interest. Hoodless Brennan Plc is highly active in “Penny Shares” and shares quoted on the AIM and PLUS Markets and (including its parent company and its subsidiaries, their directors, officers or employees) it may have or have previously held a material interest in companies which are the subject of a recommendation or research note, or any other company mentioned, and may be providing or have provided within the previous 12 months significant advice or investment services in relation to any company or a related company referred to in this document or any other associated document.
Whilst we endeavour at all times to ensure that our research is clear, fair and not misleading, and accurately reflects our opinions at the date of publication, we do not hold our research out as being impartial and it should not be viewed as wholly objective since Hoodless Brennan Plc may also be acting or seeking to act as market maker, broker or adviser to; or have taken positions as a principal in the companies featured in the research notes.
Investments in these shares are considered by the market professionals to be highly speculative and there is always the risk of partial or complete capital loss. The company will assume, unless it receives written instructions from you to the contrary, that you understand and accept the risk inherent in these investments. You further agree that we may arrange to buy or sell investments on your behalf whether or not that interest in them may conflict with you or with the interest of other customers of ours.
Conflicts of Interest. We have a documented policy of Treating Customers Fairly and will use our best endeavours to avoid any conflict of interest arising. Where conflicts do arise however, we will ensure fair treatment to all our customers by disclosure, internal rules of confidentiality, declining to act, or otherwise. We will not unfairly place our interests above those of our customers.
APPENDIX B
Warrants & Derivatives Risk Warning notice
This notice is provided to you, as a retail customer, in compliance with the rules of The Financial Services Authority (FSA). Retail customers are afforded greater protections under these rules than are other customers, and you should ensure that your firm tells you what this will mean to you. This notice cannot disclose all of the risks and other significant aspects of warrants. you should not deal in these products unless you understand their nature and the extent of your exposure to risk. You should also be satisfied that the product is suitable for you in the light of your circumstances and financial position. Certain strategies, such as a ‘spread’ position or a ‘straddle’, may be as risky as a simple ‘long’ or ‘short’ position.
Warrants
A warrant is a time-limited right to subscribe for shares, debentures, loan stock or government securities, and is exercisable against the original issuer of the underlying securities. A relatively small movement in the price of the underlying security results in a disproportionately large movement, unfavourable or favourable, in the price of the warrant. The prices of warrants can therefore be volatile.
It is essential for anyone who is considering purchasing warrants to understand that the right to subscribe, which a warrant confers, is invariably limited in time with the consequence that if the investor fails to exercise this right within the predetermined time-scale then the investment becomes worthless.
You should not buy a warrant unless you are prepared to sustain a total loss of the money you have invested plus any commission or other transaction charges. Some other instruments are also called warrants but are actually options (for example, a right to acquire securities which is exercisable against someone other than the original issuer of the securities, often called a ‘Covered Warrant’).
Commissions
Before you begin to trade you should have details of all commissions and other charges for which you will be liable. If any charges are not expressed in money terms (but, for example, as a percentage of contract value), you should obtain a clear and written explanation, including appropriate examples, to establish what such charges are likely to mean in specific money terms. Please refer to the Charges and Commission sheet detailed herein in Appendix C.
Foreign Markets
Foreign markets will involve different risks to UK markets. In some cases the risks will be greater. Please refer to clause 4.1, 4.2 and 4.3 for further details.
Suspensions of Trading
Under certain trading conditions it may be difficult or impossible to liquidate a position. This may occur, for example, at times, of rapid price movement if the price rises or falls in one trading session to such an extent that under the rules of the relevant exchange trading is suspended or restricted. Placing a stop-loss order will not necessarily limit your losses to the intended amounts, because market conditions may make it impossible to execute such an order at the stipulated price.
Clearing House Protections
On many exchanges, the performance of a transaction by your firm (or third party with whom he is dealing on your behalf) is ‘guaranteed’ by the exchange or clearing house. However, this guarantee is unlikely in most circumstances to cover you, the customer, and may not protect you if your firm or another party defaults on its obligations to you under the clearing guarantee applicable to any on-exchange derivatives in which you are dealing. There is no clearing house for traditional options, nor normally for off exchange instruments which are not traded under the rules of a recognised or designated investment exchange.
Insolvency
In the event of our own insolvency or default, or that of any other brokers involved with your transaction this may lead to positions being liquidated or closed out without your consent. In certain circumstances, you may not get back the actual assets which you lodged as collateral and you may have to accept any available payments in cash. Please refer to clauses 18.1 of the Terms of Business.
APPENDIX C
Commission Rates and Charges
Commission
From just £6.50 per trade
Your commission rate will automatically be set according to trades you completed in the previous quarter as follows:
|
Number of Trades in Previous Quarter
|
Flat Rate Commission Per Trade
|
|
20+
|
£6.50
|
|
11 to 19
|
£7.00
|
|
1 to 10
|
£8.00
|
Quarters run from 1 Jan - 31 March, 1 April - 30 June, 1 July - 30 September and 1 October - 30 December.
Your online trading account will remain free to use as long as you trade at least once per quarter, if you do not trade in the previous quarter you will be charged a maintenance fee of £5 inclusive of VAT.
Please note that the Maintenance Fee of £5 per quarter including VAT is not applicable for ISA or SIPP accounts.
Select Select Online Stocks & Shares ISA Accounts
From just £6.50 per trade
Your commission rate will automatically be set according to trades you completed in the previous quarter as follows:
|
Number of Trades in Previous Quarter
|
Flat Rate Commission Per Trade
|
|
20+
|
£6.50
|
|
11 to 19
|
£7.00
|
|
1 to 10
|
£8.00
|
Quarters run from 1 Jan - 31 March, 1 April - 30 June, 1 July - 30 September and 1 October - 30 December.
Please note that the Maintenance Fee of £5 per quarter including VAT is not applicable for ISA or SIPP accounts.
Other Charges
We may charge (to cover our costs) £15 each time a payment is not fulfilled, within one day after its due date, in addition to interest charges on overdue amounts.
Invalid stock rejection from Registrars £15. (Stock Certificates deposited by you that are rejected by Registrars as invalid will incur this administration charge per rejected stock).
Withdrawal of Share Certificates will incur an additional charge of £15 per item. (Requests to withdraw shares from electronic holding at Hoodless Brennan back to you as a Certificate will incur this additional charge).
Other Services
Internal Stock Transfer (Advisory to/from Online accounts) - £10 per item. (Transfer of stock between accounts at Hoodless Brennan).
Transfer of Holdings to other institutions - £10 per item.
Transfer of foreign holdings outside of Crest via Agent- £40 per item.
Overseas market listed share certificate deposit £50 per line of stock.
Splitting bargains - £10 per item.
Audit requests - £15 per item.
Probate Valuations – £35 or 0.5% whichever is greater.
Sales of shares under probate - £17 per stock line.
Corporate action handling - £5 per item.
Request for duplicate dividend voucher - £5 each.
Request for hard copy of annual reports - £5 each. (Free if requested online).
Request for statements - £2.00. (Free if requested online).
Tape recordings of telephone conversations - £25 minimum charge (full details of charges on request).
Customers holding cash on their account with us will be paid interest at the flat rate of 2%. Interest is calculated daily and credited at the end of each quarter. We reserve the right not to credit interest where the amount would be less than £5 per quarter.
Stamp Duty - UK Equities 0.5% on all purchases. Different rates may apply to Foreign Market listed shares.
PTM Levy - Panel of Takeovers & Mergers Levy - £1.00 on all transactions of £10,000 and over for UK Equities.
(Where applicable all charges are inclusive of VAT)
ISA Charges
Commission
From just £6.50 per trade
Your commission rate will automatically be set according to trades you completed in the previous quarter as follows:
|
Number of Trades in Previous Quarter
|
Flat Rate Commission Per Trade
|
|
20+
|
£6.50
|
|
11 to 19
|
£7.00
|
|
1 to 10
|
£8.00
|
Quarters run from 1 Jan - 31 March, 1 April - 30 June, 1 July - 30 September and 1 October - 30 December.
Please note that the Maintenance Fee of £5 per quarter including VAT is not applicable for ISA or SIPP accounts.
Type:
Self Select Stocks & Shares ISA Transfer.
Account Charges:
Annual Management charge of £50 for an ISA.
Other Charges
Plan closure £25.00
Call payments & rights – Free
Dividend collection and tax reclaims - Free
Transfer in of existing account - Free
Transfer in of shares - Free
Withdrawal & Deposit of cash - free
Internal Stock Transfer (Online to/from Advisory) - £10 per item.
Transfer of Holdings to other institutions - £10 per item.
Splitting of bargains - £10 per item.
Audit requests - £15 per item.
Probate Valuations - £35 or 0.5% whichever is greater.
Sale of shares under probate - £17 per line.
Corporate action handling - £5 per item.
Request for duplicate dividend voucher - £5 per item.
Request for hard copy of annual reports - £5 each.
Request for statements - £2 each.
Tape recordings of telephone conversations - £25 minimum charge (full details of charges on request).
Customers holding cash on their account with us will be paid interest at the flat rate of 2%. Interest is calculated daily and credited at the end of each quarter. We reserve the right not to credit interest where the amount would be less than £5 per quarter.
Stamp Duty - UK Equities 0.5% on all purchases. Different rates may apply to Foreign Market listed shares.
PTM Levy - Panel of Takeover & Mergers Levy - £1.00 on all transactions of £10,000 and over for UK Equities.
(Where applicable all charges are inclusive of VAT)
APPENDIX D
Personal Informatio
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