Click & Invest
Terms and Conditions
1. Information about who is providing these services
1.1 The services will be provided to you by us, Investec Wealth and Investment Limited, and by Investec Click & Invest Limited.
1.2 This Agreement is legally binding and supersedes any earlier agreement provided by us in respect of the same services. By entering into transactions with us, you are agreeing to the terms set out in the Agreement.
1.3 Investec Click & Invest Limited (“IC&I”) is an Appointed Representative of Investec Wealth and Investment Limited ("IW&I") who is authorised and regulated by the Financial Conduct Authority, under registration number 124537. The FCA’s address is: 25 The North Colonnade, Canary Wharf, London, E14 5HS. You can check this on the FCA's Register by visiting the FCA's website https://register.fca.org.uk or by contacting the FCA on 0845 606 1234.
1.4 The main business of IW&I is the provision of Investment Management and Financial Planning Services and the IW&I SIPP.
1.5 As an Appointed Representative, IC&I provides services to clients on our behalf. We remain responsible for all regulatory activities undertaken by IC&I. We make it clear in these terms and conditions (the "Terms") where it is IC&I providing the services to you, rather than us.
1.6 IW&I is a company registered in England, with company number 02122340. Our Registered Office is at 2 Gresham Street, London EC2V 7QP.
1.7 IC&I is a company registered in England, with company number 03700427 and their Registered Office is 2 Gresham Street, London EC2V 7QP.
2.1 These Terms and Conditions are very important as they form part of a legal contract (our "Agreement") and you should read it in its entirety. You should ensure that you are in possession of all the documents listed below which form our Agreement and inform us if any of these documents are missing. If there is any part of this document, or any other document which you do not understand, you should contact us. Our Agreement is made up of the following documents:
a) These Terms for Click & Invest
b) The Investment Proposal document. This is the document which was produced for you after you completed the online questions in relation to your attitude to risk and capacity for loss. It sets out which discretionary managed portfolio we recommend you should invest in, based on your answers, includes a list of applicable charges and explains the risks associated with certain Investments;
c) Any other letter or document that we may be required to provide to you by any law, rule or regulation, that is stated by us to form part of our Agreement.
2.2 Words and phrases used in these Terms shown in bold or which are capitalised have, unless the context requires otherwise, the meanings set out in the Definitions section at the end of these Terms. For the purpose of these Terms, references to "we", "our", or "us" refer to IW&I. References to "you" or "your" refer to the account holder.
2.3 The Client Money and Assets section details the arrangements we have in place for handling your assets. You should note that if you are a client of our Service, the assets within your portfolio will be held in our nominee.
2.4 Our Order Execution Policy and a summary of our Conflicts of Interest Policy are also contained within this document. These apply to all the services we offer and you should also familiarise yourself with the content of these Appendices.
2.5 Upon entering into this Agreement, and at any other time during which these Terms and Conditions are in force, there will be documents and other information which we may reasonably require you to provide or expect you to provide in order to provide services under this Agreement. This will include:
a) providing us with prompt notification of changes to any nominated bank account previously instructed to us, together with supporting evidence of the new account; and
b) asking you to provide us with relevant information which is personal to you which is necessary for us to be able to provide the relevant service to you such as your knowledge and experience in relation to particular products and services, and your financial situation and investment objectives, so that we can ensure the service we provide is suitable.
2.6 References in the Agreement to any statute or legislation shall include any modification or re-enactment and shall include any secondary or subordinate legislation made under it and any rules or guidance made under it.
3. Customer Classification
3.1 In accordance with FCA Rules, we are required to assign you a particular classification. On the basis of the information which you have provided to us, we will categorise you as a Retail Client.
3.2 You have the right to request a different classification, for example as a Professional Client, however if you make such a request and we agree to this you will lose some of the protections given to Retail Clients by the FCA Rules. We will provide you with details of the protections you will lose if we agree to any request you make to be classified as a Professional client. If you are categorised as a Professional Client, your Client Money and Custody Assets will be held in accordance with the FCA Client Asset Rules as if you were a Retail Client.
3.3 As a Retail Client we will provide you with a discretionary management service outlined in clause 4 (The service we will provide).
4. The service we will provide
Simplified Advice Service
4.1 IC&I will provide you with a Simplified Advice Service providing advice specifically on the merits of you investing your money into a discretionary managed portfolio provided by us. The portfolio which IC&I recommend you invest in will be based upon the information which you provide on the Click & Invest website in relation to your knowledge and experience and investment objectives for this investment.
4.2 When providing you with a Simplified Advice Service, IC&I will not take into account your broader financial circumstances such as your income, personal characteristics (for example age or marital status), assets or investment portfolios, but will take into account your attitude to risk and capacity for loss in relation to the money you wish to invest, also taking into account your knowledge and experience and objectives in investing that money.
4.3 In order for IC&I to provide you with the Simplified Advice Service, you will need to accurately complete the online questions which generate your Investment Proposal. Your Investment Proposal sets out your attitude to risk and capacity for loss in relation to the specific investment you wish to make through Click & Invest and your objectives for your specific investment.
4.4 If you have more than one portfolio with the Click & Invest Simplified Advice Service, each portfolio will be treated separately and a separate Investment Proposal will be generated for each portfolio. IC&I will take into account your attitude to risk, capacity for loss and investment objectives in relation to each portfolio separately, and information provided in relation to one portfolio will not be taken into account in relation to others. This is to allow you to take different levels of risk with different portfolios when you have different objectives.
4.5 You agree to notify IC&I promptly in writing of any material changes to the information you have provided when completing the online questions. This can be done through the online client area and/or in writing.
4.6 IC&I will exercise reasonable diligence, skill and care to ensure that a personal recommendation we (IC&I) make to you, to invest your money in one of the portfolios is suitable for you, having regard to the information you have provided about your investment objectives, attitude for risk and capacity for loss for this investment, and your knowledge and experience of the different types of financial instruments or services generally available.
4.7 The portfolio which IC&I recommend as suitable for you will be one which reflects your knowledge and experience of making investments, your attitude to risk and capacity for loss in relation to this investment and your investment objectives.
4.8 It is for you to decide whether to accept or reject any recommendation IC&I makes for you to invest in one of our portfolios. IW&I or IC&I cannot make this decision for you.
4.9 When making a decision to deal in Investments, you should consider the risks inherent in these Investments. For all Investments, the value may go down as well as up and past performance is no indication of future performance.
Discretionary portfolio management
4.10 We will provide you with a discretionary portfolio management service when you accept a recommendation to invest made by IC&I. Discretionary portfolio management means that we will make decisions to invest your money in a variety of Investments to make up your portfolio and make changes to the Investments forming the portfolio during the lifetime of your investment, without obtaining your agreement before making or changing any Investment. You provide your consent to us doing this by entering into this Agreement. You will therefore have no say over the specific Investments which will be in your portfolio.
4.11 Once you have accepted the recommendation made by IC&I, we will use the money which you provide to purchase the Investments to construct your portfolio. We will make decisions on a continuing basis as to what Investments should form your portfolio and manage it for you on the basis of your investment objectives and risk profile for this investment as stated in your Investment Proposal. We will then monitor your portfolio and make changes to the Investments within it as we see fit so that your portfolio as a whole continues to reflect your investment objectives and risk profile for this investment.
4.12 You agree that we have full authority, at our discretion and without having to discuss our proposals with you first or obtain your consent to each transaction, to enter into any kind of transaction or arrangement for your account. We will execute all transactions in accordance with our Order Execution Policy.
4.13 This service will be provided in relation to those Investments and your Free Money for which we are authorised to advise and transact in under the Act on a discretionary basis.
4.14 The types of Investments which we are able to transact and advise you upon will be those for which we are authorised by the FCA. You should ensure that you are familiar with the descriptions contained in the relevant section of our Managing Your Investments document which is available on our website or on request.
4.15 Once a year we will contact you to ask you to recomplete the online attitude to risk and capacity for loss questions to ensure the service we are providing to you continues to be suitable. It is important that you do this so that we can make the right decisions on how to manage your portfolio. If you fail to complete the questions, we may be unable to manage your portfolio and may have to close your account and return the proceeds from the sale of your Investments to you, if the information you have provided us with is manifestly out of date, inaccurate or incomplete.
4.16 Income generated on Investments held in your portfolio and interest generated on any cash held on the account will be reinvested.
4.17 Where you invest less than £1000 within a single Click & Invest account, or where you make withdrawals such that the value of your remaining Investments is less than £1000, we may reserve the right to hold the money you invest solely as cash in an interest bearing account and not invest it into Investments.
4.18 We have certain responsibilities under various pieces of money laundering legislation and rules, know your customer requirements and taxation treaties in and outside the UK to verify the identity of customers and may need to make certain enquiries and obtain certain information from you for that purpose. You confirm that all information you supply will be accurate and that we may pass on such information, as we consider necessary to comply with any legal or regulatory obligations to which we are subject. We must complete all of these checks before we can accept any cash from you, or conduct any transactions on your behalf.
4.19 We shall not in any circumstances be responsible for giving taxation, legal or accountancy advice and shall not be required to take into account the taxation, legal or accountancy consequences of Investments for you. You should take independent advice, including (without limitation) tax, legal or accountancy advice, where you consider it appropriate to do so.
4.20 We shall not be liable for any loss of opportunity or reduction in the value of your portfolio due to market fluctuations.
5. Online access and online client area
5.1 In order to use the online client area, you will need to create a username, password and answer some security questions. Instructions on how to do this are provided when you sign up. You will need to provide your username and password each time you wish to use the secure online area. You may be asked to confirm the answers to your security questions if you contact us or if we contact you.
5.2 In relation to the username, password and security questions you must:
a) keep them safe and not disclose them to any other person for any purpose whatsoever, without our prior written consent;
b) immediately notify us if you become aware of their loss, theft or disclosure to any third party; and
c) ensure any device(s) you use such as a computer, tablet and other electronic devices have the correct anti-virus software and are kept up to date.
5.3 If we reasonably believe that your username, password and security questions answers are being used without your knowledge by unauthorised persons, we may without prior notice suspend your rights to use the online client area.
5.4 If we reasonably believe that you have supplied your username, password and security questions answers to other persons in breach of clause 5.2 we may suspend your online access.
5.5 From time to time we will provide you with market data and information ("Market Data") through the online client area. You understand that we are under no obligation to provide this. Market Data is obtained from both our systems and that of third party data providers, which we believe to be reliable but may be subject to change without notice. You acknowledge and agree that:
a) Market Data should not be interpreted as constituting any sort of advice or recommendation by us that any Investment referred to therein is suitable for you;
b) all Market Data is either our own property or the property of third party data providers and is protected by copyright and other intellectual property laws. It may be displayed, re-formatted, stored or printed for your personal non-commercial use only. You agree not to reproduce, re-transmit or distribute Market Data to anyone without our prior written consent (and, where relevant, the prior written consent of the relevant data provider) and undertake that you will not sell or supply Market Data to any third party; and
c) you may print copies of any item in hard copy for your personal use. You may also download any item to a local hard disc provided it is for your personal use.
5.6 You acknowledge that the operation and provision of the online client area is dependent upon computer and communication systems and software which may be susceptible to malfunction, unauthorised access, failure or interruption beyond the control of ourselves and that the internet is not a completely reliable transmission medium and you agree that we shall have no liability and shall not be responsible for any failure to provide the online client area on the occurrence of a Force Majeure event (as set out in clause 34 (Force Majeure) of the Terms) and in such circumstances, any obligation we may have to supply or continue to supply the online client area shall be suspended until such time we can reasonable resume supply.
6. Our charges
6.1 Our charges to you will be those set out in the Investment Proposal document that has been provided to you and in effect at the time the charges are incurred. The charges for our services in force at any time are shown in Annex 1 and at www.clickandinvest.com/fees and these are subject to revision from time to time. A message will be posted to your online client area to detail any changes.
6.2 We charge an Annual Management Fee which will be charged monthly in arrears based on the value of the portfolio as at the last Business Day of the month.
6.3 For the avoidance of doubt, the initial advice provided, in relation to the suitability of and choice of service, will be provided free of charge.
6.4 We reserve the right to review the fee where we believe total gross contributions are being manipulated by deposits and subsequent withdrawals, or other unreasonable activity.
6.5 We may deduct any amount payable by you to us from your account. If the available cash is insufficient, we may sell assets held as part of your account to cover such charges.
6.6 In addition to our charges you will be responsible for payment of any Taxes, duties, charges, or expenses which we have to pay to any Investment Exchange (including stamp duties and stock exchange levies) or other third party (including, without limitation, any buying-in charges or settlement fines) on your behalf where they directly relate to your assets, Investments or transactions.
6.7 We will levy a separate administration charge where your Investments are transferred in specie out of our Nominee Company on termination of this Agreement in accordance with clause 30 (Terminating the Agreement) of these Terms.
6.8 Where we have or have had an on-going relationship with you, during the year we will also provide you with an annual summary of the costs and charges that you have incurred.
7. Funding your account
7.1 Where you decide to invest with us, we will not accept transfers of any of your existing Investments to us. Your account may only be funded with cash. All payments must be made in GBP Pounds Sterling by bank transfer or by debit card from an account in your name.
7.2 We will ask you to provide us with details of a nominated bank account in your own name from which and to which we will accept or make payments from or to you. We cannot make payments or accept payments to/from any other account. No third party receipts or payment requests will be accepted.
7.3 Monies received will be assigned to the account that you quoted as a payment reference when you transferred it. If money has been received, and we are unable to locate the correct account to allocate these funds due to missing/incorrect information, the money will be returned to the account that is was sent from.
7.4 Any funds received after 17:00 on a working day, at the weekend or public holidays, will be credited to your account by close of business the following Business Day.
7.5 Where you pay money to your account via debit card and subsequently withdraw those funds within 60 days, we reserve the right to return the funds to you via a debit card refund, rather than by transferring them into a bank account.
7.6 In the event you cancel a debit card payment via a Chargeback, we will debit your account by the amount being reimbursed. If there is insufficient money in your account to cover the amount being reimbursed, we will sell such of your Investments to cover the amount of any shortfall as required, and if your account goes into debit you will be liable.
7.7 You must not grant anyone a right over any of your money or over any part of your portfolio or Investments held within it.
8. Your money
8.1 We will hold your money as Client Money in accordance with the Financial Conduct Authority (“FCA") Client Assets Rules which, among other things, require us to hold your money in a Client Bank Account free of lien (for example any right of ours or anyone else to claim that money), segregating your funds from our own at an Approved Bank or CRD Credit Institution.
8.2 We, and any third party who we authorise to hold your assets, may hold your money in a general “Client Bank Account”, alongside that of our other clients. This means that Client Money is held as part of a common pool of Client Money, so in the event of our insolvency or other such event, your money will be protected in accordance with the FCA Client Assets Rules. Any claim by you is against the Client Money pool in general. This means that the balance on the Client Bank Account will be divided proportionately between all clients who have a valid claim against the sum held in the general pool and this may or may not be equal to the individual sum you hold in your client portfolio.
8.3 We may hold money on your behalf in a Client Bank Account at an Authorised Bank or CRD Credit Institution situated outside the UK, provided that the overseas bank is governed by the rules of another country which specifically regulates and supervises the safekeeping of Client Money and/or Custody Assets.
8.4 We will ensure that any third party who holds your money is selected and appointed specifically for this purpose and will exercise all due skill, care and diligence in the selection and monitoring of such agents. However, in the event of their default or their insolvency, this may lead to the loss of your Investments.
8.5 Our intention is that your money will be held with an Approved Bank or CRD Credit Institution subject to the laws of England and Wales. However, in the event that your money is held in an Approved Bank subject to the law of a jurisdiction other than that of a European Economic Area (EEA) state, your money and the rights relating to your money may be subject to different legal and regulatory requirements than those applying in the UK. This may happen where we invest in shares listed outside the UK.
8.6 If necessary, we may allow another institution such as an exchange, clearing house, overseas settlement agent or other intermediate broker to hold or control your money, but only if your money is transferred for the purpose of a transaction through or with that person or to meet any obligation that you may have to provide collateral for a transaction. If this happens, we will endeavour to ensure your money is held as Client Money under the FCA Client Assets Rules.
8.7 We reserve the right to pool your Free Money with that of other customers and place such Client Money on a term or notice deposit at an Authorised Bank or CRD Credit Institution in accordance with the FCA Client Asset Rules, subject to a maximum notice period or unbreakable term. Please note that this will not affect your right to receive or withdraw your Free Money. Client money held on longer notice periods or unbreakable terms is subject to certain risks. IC&I will not be able to withdraw client money in response to market information concerning a bank. In addition, in the event of IC&I’s failure, client money can be returned to clients or transferred to another service provider as soon as possible. This process cannot start until the end of the notice period or unbreakable term, potentially to the detriment of clients expecting to share in the client money pool.
8.8 You should be aware that, we reserve the right to hold client money with an associated company, Investec Bank (UK) Limited in accordance with the FCA rules.
Payable to you
9.1 Your money will be held in a client money account alongside monies held on behalf of other clients.
9.2 Where the rate of interest we receive overall is more than the rates set out on the website, any difference between the interest received by us and the interest paid to you will be retained by us.
9.3 Interest will be paid at these rates on all Free Money which we hold, with effect from the date on which it is received by us to the date on which the debit is made in your favour. We will not pay interest on any other balances held with us.
9.4 Please note that we reserve the right not to credit interest into your account when the total interest earned in that period is less than £1.
9.5 Should we fail to pay you on a timely basis, we will pay interest at a rate equivalent to that which you receive on your Free Money in accordance with section 9.3 above.
9.6 In the event that interest received or payable to you becomes a negative rate, either by application of our interest rate payment basis described in 9.3 or by virtue of market conditions and rates achieved, we reserve the right to pass on the negative charge to you in full. We will pay interest to you at the rate published on our website.
Payable to us
9.7 If you default in paying any sum to us as and when it is due, we reserve the right to charge interest at 3 per cent per annum above the base rate of The Bank of England. We will allow you a period of 30 days from the date of your default to pay the sums due. After that interest will be charged daily and will be charged to your account when the debt has been discharged. Please note that interest will be charged after, as well as before, judgement.
10. Custody of your investments
10.1 We will arrange for Investments held by us to be held and registered in the name of our Nominee Company. The title to your Investments will be registered or recorded in the name of the Nominee Company, through which you will retain beneficial ownership, unless we are required to do otherwise by any law, rule or regulation.
10.2 Nominee Company is a wholly-owned subsidiary of ours for whom we accept responsibility for safe custody obligations. In the event of our insolvency or other such event, the use of the nominee name ensures that the assets are held separate from our own assets and protected in accordance with the FCA Client Assets Rules.
10.3 In some cases, where it is not possible to use the IW&I Nominee Company and safe custody services (for example for non-UK securities), your Investments may be registered, recorded or held in the name of a third party in an overseas jurisdiction and this may mean your Investments are pooled with those of other investors. In the event of the insolvency of that third party, your Investments may be treated differently from the manner in which they would be treated if they had been passed to an intermediate broker, settlement agent, Custodian or counterparty within the UK.
10.4 Pooling your Investments with those of other investors means that your individual entitlement may not be identifiable by separate certificates, physical documents or entries on the register. The general nature of a pooled nominee means that your assets will be held in a way that enables the available assets to be used to settle open trades in the same stock. There is a risk that this could happen for a transaction that is unrelated to you, but we have strong controls in place to mitigate this. In the event of insolvency or other such default event, as your holding is pooled with other clients, this means that you will have a general claim on the assets alongside other clients, which in the event of any shortfall, may result in a proportionate distribution of such assets to you that are less than your recorded holding.
10.5 Investments belonging to you which are held overseas may be subject to different settlement, legal and regulatory requirements than those applying in the UK as well as different practices for identifying individual Investments. Such assets may be subject to a security interest, lien or right of set-off where this is required by applicable law in a third country jurisdiction in which the safe custody assets are held and where we have taken reasonable steps to determine that holding your investments subject to that security interest, lien or right of set-off is in your best interests.
10.6 We will ensure that any third party who holds your assets is selected and appointed specifically for this purpose and we will exercise due skill, care and diligence in the selection and monitoring of such agents.
10.7 We and our Nominee Company do not accept responsibility, in the absence of fraud, negligence or wilful default, for the safe custody obligations of any third party. In the event of the default of a third party or their insolvency, this may lead to the loss of your money.
10.8 You should be aware that in appropriate circumstances Investments held by us in safe custody may nonetheless be sold by us in accordance with clause 23 (Power to sell or close out) of these Terms.
10.9 We will confirm to you all of your Investments that are held by us or to our order at least quarterly. This confirmation will form part of your portfolio valuation.
10.10 Additionally, we reserve the right to use your assets that are registered to our Nominee Company. Usually this will only be as security for any of your transactions, either individually or as part of a larger trade with other clients. If the assets are used as collateral, we will only do this for transactions that are unsettled and are traded on a venue that is subject to a regulated clearing arrangement, where we are required to provide security to cover pre settlement risk in accordance with the regulated clearing arrangement. We may from time to time, (due to settlement timing and techniques) temporarily use your assets, by nature of operating a pooled nominee, but we have strong controls in place to monitor and mitigate this and ensure your assets are protected in accordance with the FCA CASS rules.
10.11 Consolidated tax vouchers are prepared for your tax returns annually. Dividends on overseas Investments will normally be converted into sterling on receipt and paid to your portfolio.
11.1 You may withdraw cash from your portfolio if that money is not due to be used to pay for any transaction entered into and, in any event, cannot do so without prior notification and agreement with us.
11.2 We will review your withdrawal request and where we are satisfied that it has been made by you, it will be processed within two Business Days of receipt. It may take up to seven Business Days before the funds are received into your bank account.
11.3 If you do not have sufficient cash in your portfolio to cover your withdrawal request, we will have to sell some of your Investments to raise the amount of funds you have requested and payment will only be made to you once all of these trades have settled and funds have been received into your account. In these circumstances it may take longer for the funds to reach you and we are not responsible for any delay in you receiving funds which occurs due to the bank clearing process or through any regulatory, law or market practice associated.
11.4 We may be able to transfer your Investments from the Nominee Company to another nominee or into your own name, rather than returning cash to you. Please note that administration charges may apply. Please contact us if you wish to do this.
11.5 All funds will be remitted back to the nominated bank account. No payments will be made to any other bank account or to any third party.
12. Settlement of transactions
12.1 You cannot grant any charge lien or encumbrance over any part of your portfolio or investments held within them.
12.2 In accordance with the FCA Client Assets Rules we reserve the right to utilise the Delivery vs. Payment ("DVP") exemption for treatment of Client Money and Custody Assets where we have entered into a transaction on your behalf that is traded on a venue that is classified as a Commercial Settlement System in accordance with the FCA Client Assets Rules. By entering into these Terms, you are agreeing, and giving IW&I permission, to fully utilise this exemption at their discretion.
13. Foreign currency & securities
13.1 Income from foreign securities may be subject to Taxation in the country of origin. This Taxation will not be recovered by us even if you are in a position to recover tax from the local tax authorities, you must make arrangements to do this yourself.
14. Confirmations and porfolio valuations
14.1 We will send you, every three months, an electronic valuation of your portfolio to your secure online area. This will include a schedule setting out the various transactions which we have entered into on your behalf during the last three months.
14.2 The portfolio valuation shall include details of the contents and value of the Portfolio and the investments and other assets comprised therein the total amount of fees or charges incurred during the relevant period and other information in relation to your Portfolio.
14.3 Securities will be valued at the close of business on the valuation date. If the valuation date falls on a non-Business Day, prices quoted will be those as at the close of business on the last Business Day before the valuation date.
14.4 We will notify you where the overall value of your Portfolio falls 10% or more from the date of your last portfolio valuation. Further falls of 10% from the last portfolio valuation will also be notified. Such notification shall be provided to you no later than the end of the next Business Day after the threshold is exceeded.
14.5 As part of our services to you, we may provide ‘internal’ or ‘ad-hoc’ valuations to assist you. Please note however that such valuations are working documents only and are designed primarily to assist us in administering your portfolio. They have not been subject to our quality control procedures and many of the features of your regular report (e.g. statement of custodianship) are not present. They should be considered as indicative only and not be relied upon for any purpose.
15.1 The purpose of a benchmark is to provide customers with a reference point for their portfolio. It is not a promise that your portfolio will perform in line with the chosen benchmark or necessarily follow its distribution. The benchmark is designed only to assist you to assess the performance of your portfolio. It does not mean that your portfolio will be based on the Investments which make up the indices within the benchmark or will necessarily follow their asset allocation or performance.
15.2 We will use an appropriate benchmark based on your investment objectives, risk profile and the types of designated investments included in your portfolio, for performance measurement purposes. We will inform you of this benchmark.
16. Reporting of transactions
16.1 We will, on your behalf, perform trade and transaction reporting obligations you may owe to relevant regulators and execution venues, where we undertake the trades.
16.2 We will comply with our obligations under Applicable Law in relation to transactions executed with you or on your behalf. To enable us to comply with our obligations, you agree to promptly deliver to us any information that we may from time to time request to enable us to complete and submit transaction reports to the relevant competent authority. In some instances, we may not be able to trade for you without this information. You consent to us providing information about you and transactions executed with or for you to competent authorities in the course of submitting transaction reports and to us making public relevant details of quotes provided to you and transactions executed for you in accordance with Applicable Law.
17. Dealing in Investec PLC and associated company shares
17.1 Transactions may be carried out and advice may be provided which result in the purchase of shares in an Affiliate of ours on your behalf. There are appropriate controls and procedures in place to manage any conflicts of interest. However such transactions and advice will only be provided or given in accordance with general law or regulatory rules.
18. United States (US) witholding tax regime and international tax compliance
18.1 Holders of US Assets: You will provide us with appropriate client documentation in line with US regulations. We will endeavour to collect income and sale proceeds under the appropriate reduced rate of withholding tax. In the event that appropriate client documentation is not provided as and when required, we will sell stock within one month of the stock being acquired by the account.
18.2 The International Tax Compliance Regulations 2015 implement FATCA (Foreign Account Tax Compliance Act) and CRS (Common Reporting Standard) into UK Law. Where requested, you will provide us with your Tax Identification Number (“TIN”) (if applicable), or other relevant information together with documentary evidence of such information (for example, certified copy of passport) so that we are able to meet our reporting requirements under any relevant tax compliance legislation.
18.3 We reserve the right to exchange or report any information regarding your account, where either we are obliged to report information to HMRC or any other such official body, who may exchange that information with tax authorities in other jurisdictions under the automatic exchange of information arrangements, without further notification to you.
19.1 We take complaints very seriously and have established procedures in accordance with the FCA’s requirements for complaints consideration and handling; and to ensure that complaints are dealt with fairly and promptly.
19.2 Our written complaints policy is available upon request.
19.3 In the event that you wish to make a complaint, you can email us at [email protected] or contact our Compliance Officer at 30 Gresham Street, London EC2V 7QN.
19.4 If you submit a complaint we will send you a prompt written acknowledgement enclosing details of our complaints procedure. We will attempt to rectify any complaint to your satisfaction.
19.5 Where you are an eligible complainant (which is most individuals and some small businesses), if we do not provide you with a final response within eight weeks from the date we received your complaint, or if you do not agree or are dissatisfied with the outcome of our response, you have the right to refer your complaint to the Financial Ombudsman Service, which is an independent dispute resolution service.
19.6 The Financial Ombudsman Service can be contacted at: The Financial Ombudsman Service, Exchange Tower, London E14 9SR, or www.financial-ombudsman.org.uk
20. Financial services compensation scheme
We are a member of the financial services compensation scheme ("FSCS"). The FSCS can pay compensation to clients in certain circumstances if a firm is unable, or likely to be unable, to pay claims against it. You may be entitled to compensation from the FSCS if we cannot meet our obligations. This depends on the type of business and the circumstances of this claim. Most types of investment business is covered up to £50,000. Further information about compensation scheme arrangements is available from the FSCS. You can contact them on 0800 678 1100 or 0207 741 4100 or at www.fscs.org.uk you can also write to them at FSCS, 10th floor, Beaufort house, 15 St Botolph street, London EC3A 7QU.
21. Rights issues, takeovers, scrip dividends, voting and other entitlements
21.1 Corporate Actions
We may proceed with any one of the following without prior reference to you and in such manner as we determine:
(a) exercise any conversion, subscription or voting rights regarding your holdings;
(b) proceed in takeover situations, other offers or capital reorganisations concerning your holdings;
(c) take dividends in cash;
(d) exercising or dealing with any other rights.
21.2 We may exercise voting rights regarding your holdings (save for any which arise in connection with the events set out above) without prior reference to you, in such a manner as we determine to be appropriate.
21.3 Where Investments are held by our Nominee Company, we will not be responsible for passing to you information received from companies or their registrars relating to voting, shareholder benefits or corporate actions. Any instructions received from you in connection with the clause above must be received by our Nominee Company within a reasonable period, but not less than four Business Days prior to the date of the meeting to which the vote applies.
21.4 Where Investments are held in our Nominee Company on a pooled basis, corporate activity may result in shares or units being issued, with your individual entitlement being a fraction of a share or unit. If it is possible to sell these shares or units, this will be done as soon as practicable. Because of the disproportionate costs involved, only where your individual entitlement exceeds £5 will we distribute this to you. Otherwise we will not treat this as a Client Asset but will retain it, and may distribute accumulated proceeds to a charity of our choice.
21.5 You should be aware that in certain circumstances, we may not be able to act in conversions in your best interests. This will always be due to factors outside our control. For example company registrars may treat our Nominee Company as being one holding and therefore offer us one conversion option across all client accounts.
22. Right to retain your funds
22.1 We shall be entitled at any time to retain or make deductions from, or set-off amounts or credit balances which we owe to you, (including, without limitation, the proceeds of sale or closing-out transaction or any other account or sub-account which you have with us under this Agreement) in order to meet any liabilities which you may have incurred to us or which we may have incurred on your behalf under this Agreement including, for example:
(a) sums to be paid in settlement of transactions, application monies and calls due for new issues which we have applied for or taken up on your behalf;
(b) dividend claims which we have made from you;
(c) settlement of any monies due as a result of any corporate actions in which you have participated (or we have participated in on your behalf in accordance with clause 21 (Rights Issues, Takeovers, Scrip Dividends, Voting and other entitlements) of these Terms);
(d) settlement of our fees, commissions or charges or any other amounts referred to in clause 6 (Our charges) or any liabilities or costs incurred when exercising rights under clause 23 (Power to Sell or Close Out) or clause 30 (Terminating the Agreement) or any other relevant provision of these Terms;
(e) any interest payable to us pursuant to the terms of the Agreement; and
(f) any necessary Taxation, rights, claims or deductions.
22.2 If after a period of six years has elapsed since the last movement on your Client Money account (disregarding any payment or receipt of interest, charges or similar items) we are unable to contact you, having taken reasonable steps to do so as required by the FCA Client Asset Rules, we may stop treating the balance as Client Money and donate it to a registered charity of our choice. Similarly, if after a period of twelve years has elapsed since the last movement of Custody Assets on your account (disregarding any payment or receipt of interest, dividends, corporate actions or similar items) we are unable to contact you, having taken reasonable steps to do so as required by the FCA Client Asset Rules, we may stop treating the assets as Custody Assets and donate them, either liquidated or as an Investment, to a registered charity of our choice. Where we do this we undertake to make good any valid claim made by you or on your behalf against any balances or assets that we treat in this way. We may require evidence from you to support any claim. However, where the balance of Client Money is under £25 (or under £100 if you are a Professional Client), and we have taken the steps required by the FCA Client Asset Rules to contact you, we may stop treating the balance as Client Money and donate it to a registered charity of our choice but we will not make good any claim by you against the balance.
23. Power to sell or close out
23.1 If, at any time, you have not met any liabilities which you have incurred to us or which we may have incurred on your behalf or do not comply with any other obligations under this Agreement, including any of those matters detailed in clause 30 (Terminating the Agreement) of these Terms, we shall be entitled (and authorise us to do so) to take all or any of the following actions having given at least thirty Business Days prior oral or written notice to you:
(a) sell any securities held or registered by us or in the Nominee Company or another Custodian to our order or acquired on your behalf; and
(b) take any other steps (whether or not similar to the above) we may consider to be necessary to meet any obligations which you have to comply with under this Agreement or otherwise to protect our position.
23.2 If, after any of the actions specified above have been taken, there is a positive balance in your favour we will either hold on account or pay to you that balance as soon as reasonably practicable and supply you with a statement.
24. Aggregation and execution of orders
24.1 We may aggregate your order for your portfolios with our orders, orders of associated companies and persons connected with us and orders of other customers without further reference or authority from you. By aggregating your order with those of other customers we must reasonably believe that this is in the overall best interests of our customers and it is unlikely such aggregation will work to the disadvantage of you when we aggregate your order. However, aggregation may operate on some occasions to your disadvantage.
24.2 When effecting transactions for you, we will take all sufficient steps to achieve the best possible result for you in accordance with:
• the applicable requirements of the FCA Rules;
• our Order Execution Policy; and
As we have classified you as a Retail Client, price will usually be the most important factor when considering whether we achieve best execution. However, you should be aware that the price at which we carry out a transaction for you may be less advantageous if we deal on nonstandard terms, for example, for extended settlement, whether by choice or as a result of you not having fulfilled your delivery obligations to us.
24.3 When executing all client orders we shall comply with our Order Execution Policy unless we act on your specific instructions. A copy of our Order Execution Policy accompanies and forms part of this Agreement. A copy is also available on our website at https://www.investec.com/en_gb/legal/click-and-invest-terms-and-conditions-for-investment-management-services.html and any material changes to the Order Execution Policy will be made available on our website. Unless you notify us otherwise we will consider the placement of orders by you under this Agreement as confirmation that you continue to give your consent to our Order Execution Policy as in effect from time to time.
24.4 Please be aware that the markets that we are prepared to deal on may be limited by our ability to settle or hold Investments within those jurisdictions.
24.5 The Order Execution Policy highlights instances where, in your best interests, we may deal away from a Regulated-Market (RM), a Multilateral Trading Facility (MTF), an Organised Trading Facility (OTF) or a Systematic Internaliser (SI). By entering into this Agreement with us you give us your prior express consent to do so. We will trade on an RM, MTF, OTF or SI unless we deem it in your best interests to trade outside of these markets.
25. Cancellation rights
25.1 If you enter into this Agreement for services by Means of Distance Communication you may cancel this Agreement within 14 days of commencement (or 30 days for certain life insurance and pension products, as notified to you at that time) by serving notice upon us. However, cancellation rights will not apply if:
(a) the price of the service or services provided during the cancellation period depends on fluctuations in the financial market outside our control;
(b) the performance of the distance contract has been fully completed by both parties at your request before you exercise your right to cancel; or
25.2 Upon notice of cancellation, we shall pay to you any sum which you have paid to or for a benefit in connection with services under this Agreement, except fees we shall retain for any services we have already provided prior to cancellation. Where a right of cancellation is exercised, any amounts paid will be reimbursed, subject to a deduction, if applicable the amount by which time the value of your Investment has fallen at the time written notification of your wish to cancel is received by us in accordance with clause 31 (Notices) of these Terms (known as a shortfall and will be calculated under the FCA Rules), and we have had proper time to effect such request subject to clause 24 (Aggregation and Execution of orders) of these Terms.
25.3 If you cancel outside of the cancellation period in 25.1 then clause 30 (Terminating the Agreement) will apply.
26.1 Communications may be sent via email, post, telephone, SMS (text message), direct message on social media, via the online client area service or in app message using the details provided when you set up your account online, or since amended by you.
26.2 We cannot guarantee that electronic communication will be successfully delivered, or that they will be secure and free from viruses. We will not be liable for any loss, damage, expense, harm or inconvenience caused as a result of an email being lost, delayed, intercepted, corrupted or otherwise altered or for failing to be delivered for any reason beyond our reasonable control.
26.3 In the event of the online client area being unavailable, we cannot be held responsible for any delays in service where such delays are outside our reasonable control.
26.4 All instructions from you must be given through your secure online area. We may act on any instruction or other notification received using this area which we believe in good faith is from you without carrying out any further checks or investigations. We will not be liable for following an instruction or notification which is not in fact genuine or for not following or for investigating further any instruction or notification we believe may not be genuine. We will not be liable for any error of transmission or misunderstanding, or for the fraud of any other party (except in the case of our negligence, wilful default or fraud as described in clause 33.2 of this Agreement). We are not obliged to acknowledge receipt of your instructions.
26.5 In order to assist with our training, monitoring and compliance procedures, and to avoid misunderstandings, all telephone calls with you will be recorded. A copy of the recording of such conversations and communications with you will be available to you on request for a period of five years, or as otherwise required by law or regulation. To obtain copies of these recordings, you should contact our Compliance Officer at 30 Gresham Street, London EC2V 7QN . Where you request such records we may charge an administration fee which will be disclosed in advance of any related costs being incurred.
26.6 You give your consent to us recording telephone conversations and other electronic communications which we or IC&I may have with you, and acknowledge that such recordings may be used in evidence in the event of a dispute. Our recording shall be and remain our sole property and will be accepted by you as conclusive evidence of the orders, instructions or conversations so recorded. You agree that we may deliver copies and/or transcripts of such recordings to any court or regulatory authority.
26.7 We may wish from time to time to contact you via telephone to discuss Investments without your express invitation.
27. Conflicts of interest
27.1 In accordance with FCA Rules and our own conflicts of interest policies, we have in place arrangements to identify and prevent or manage conflicts of interest that arise between ourselves or our employees and our clients, and between our different business areas and between our different clients. However, these arrangements may not be sufficient in every case to ensure with a reasonable degree of confidence, that the risk of damage to your interests will be prevented. Where this is the case, we will inform you of the general nature and/or source of the conflict of interest and the steps taken to mitigate those risks so that you can decide how to proceed before we undertake any business for you.
27.2 In relation to any transaction we execute or arrange with or for you, we may have an interest, relationship, arrangement, or duty which is material or which gives or may give rise to a conflict of interest with your interest(s) in relation to the investment or transaction concerned or investments or assets underlying, derived from or otherwise directly or indirectly related to such investments (a “material interest”). We will take all necessary steps to ensure fair treatment for you in relation to any such transactions and will identify and prevent or manage any conflict of interest in accordance with our conflicts of interest policies.
27.3 Your attention is drawn to the fact and you acknowledge that we are involved in a range of services. As such we may have a material interest or a conflict of interest in the services or transactions we carry out with or for you. We have in place internal policies and procedures pursuant to our conflicts of interest policies to ensure that our various business areas and companies operate independently of each other and restrict access by the particular employee(s) responsible for handling your affairs to certain areas of information.
27.4 You agree that we are entitled to provide services to, or effect transactions with or for you, notwithstanding that we may have a material interest in, or a potential conflict of interest in relation to, the transaction or investment concerned and you consent to our acting in any manner that we would consider appropriate in such cases.
27.5 Where we do have such a material interest in, or a potential conflict of interest in relation to, the transaction or investment concerned, the organisational and administrative arrangements we have established to prevent or manage conflicts of interest are not sufficient to ensure, with reasonable confidence, that the risk of damage to your interests will be prevented, we will disclose the conflict to you.
27.6 We may receive payment from, or share commissions and charges with our Affiliates or other third parties in connection with Transactions carried out on your behalf. We or any Affiliate may benefit from commission, mark-ups, mark-downs or any other remuneration where we act for the counterparty to a Transaction. Further details of this are available on request.
27.7 For further details on how we deal with conflicts, please see our Conflicts of Interest Policy which is available on request and a summary of this at Annex 2.
28. Advice and research
28.1 Any Market Information, advice and research supplied is prepared from sources which are believed to be reliable and is provided only for your personal use. You may not copy, distribute, or redistribute Market Information or sell, resell, retransmit or otherwise make Market Information available to third parties and we will not be liable for any loss caused by the misuse of Market Information. We may already have positions in, or options on, the Investments mentioned therein or may buy, sell or offer to buy or sell such Investments from time to time.
29. Changes to the agreement
29.1 We may from time to time change the Agreement for the following reasons:
(a) to comply with or reflect a change of Applicable Law or a decision of an ombudsman, Court, regulator or industry body;
(b) to make them more favourable to you or to correct a mistake or oversight (provided that any correction would not be detrimental to your rights);
(c) to provide for the introduction of new systems, service procedures, processes, changes in technology and products (provided that any change would not be detrimental to your rights; or
(d) to add or remove a product or service.
29.2 We will notify you of any proposed change by sending you a copy, by post or email, of the proposed changes at least 30 days' prior to the changes becoming effective. If as a result of the changes we propose you wish to terminate the Agreement you may do so in accordance with clause 30 (Terminating the Agreement). We will not make a charge for transferring any Investments or money we hold for you if you terminate under this paragraph.
30. Terminating the agreement
30.1 You are entitled to terminate this Agreement by logging on to your secure area and completing the online closure process. Where possible we will effect the closure within two Business Days and it may take up to seven Business Days after that date before you receive your funds. Once all trades have settled, we will remit the funds to your nominated bank account.
30.2 Where possible, we can transfer eligible holdings to another company which you nominate or into your own name for a fee per line of stock transferred. You can request this in writing, to Freepost INVESTEC CLICK & INVEST.
30.3 We are entitled to terminate this Agreement by giving 30 days prior written notice to you.
30.4 If the value of your portfolio is nil, we reserve the right to close your account, in which case we will notify you.
30.5 On termination of this Agreement the amount of any fees which have accrued up to the date of termination will be due 30 days after the date of termination. Fees will continue to accrue in accordance with our fee card.
30.6 If you move outside the UK, we will not allow you to make further contributions to your account and should you move outside the EEA, we reserve the right to close your account on 30 days prior written notice.
30.7 Our authority under these Terms is given by you on behalf of your successors in title as well as yourself. Accordingly, on notification of your death, will sell all your holdings and continue to administer the account. We may (but prior to any grant of probate/grant of representation, are not bound to) act on the instructions of your personal representatives. Once the grant of probate/grant of representation is presented to us, the intention is that these Terms will be terminated.
30.8 You agree that during this interim period, all correspondence and documentation which we are required to forward to you under the FCA Rules will be forwarded to the person who has notified us of the death, unless otherwise agreed.
30.9 This Agreement shall terminate immediately in the event that you make a voluntary arrangement with your creditors or become bankrupt or become subject to an administration order, go into liquidation or call a meeting of creditors or are otherwise the subject of proceedings under the Insolvency Act 1986 (or any successor legislation) (whether for the appointment of a liquidator, receiver or administrator other than for the purposes of a legitimate amalgamation or reconstruction) or you are unable to pay your debts as they fall due within the meaning of Section 123 of the Insolvency Act 1986 (or any successor legislation).
30.10 If the Agreement is terminated by either you or us, we may undertake the completion of any outstanding orders or transactions initiated by us prior to termination in a timely fashion and in accordance with best practice. However, once such orders or transactions have been completed, this Agreement will terminate, save for the clauses relating to custody and nominee services.
30.11 Any legal rights or obligations of either you or us which may have arisen prior to termination shall not be extinguished or reduced by termination of this Agreement.
30.12 After you close your account, it is possible that further monies may reach your account (for example, dividend payments). We will treat this as Client Money in accordance with the FCA rules and clause 8.
30.13 We reserve the right not to pay interest on any monies received after you have closed your account.
30.14 If we receive interest or dividend payments on your behalf after you cancel your account, we will accumulate these and forward the cash to you on a periodic basis. Please also refer to clause 22.2.
31.1 All notices given pursuant to the Agreement shall be in writing and shall be sent electronically to your secure online area or sent to the relevant address stated when you opened the account, unless a new address has been supplied since the date of account opening.
32.1 The Agreement is personal to you and your personal representatives and shall not be capable of assignment or transfer by you or them.
32.2 We may at any time assign any or all of our rights and/or obligations under this Agreement provided that we have given you at least ten Business Days written notice to you to that effect.
32.3 Where we assign this Agreement under clause 32.2, you authorise us to transfer any of your money/assets held by us or on our behalf to that person, or someone nominated by that person. We will only transfer your money and/or assets to another person who either will hold them under the Client Asset Rules or to whom we have exercised all due skill, care and diligence in assessing whether that person will apply adequate measures to protect it. Where we intend to do this we will give you ten Business Days prior written notice and following any transfer, no later than seven Business Days later, we will write to you to advise you of that it has taken place and the successor will write following this to you or provide the new Terms that apply to your Client Money and Custody Assets protection, treatment and transfer, including the relevant compensation scheme arrangements that apply.
32.4 If you do not want your Client Money and Custody Assets transferred in accordance with clause 32.3, you are entitled to terminate this Agreement and withdraw your money and/or assets , in accordance with clause 30 (Terminating the Agreement) and clause 31 (Notices).
33.1 Nothing contained in this clause or elsewhere in this Agreement shall act as to limit or exclude our liability to you to the extent that such liability is attributable to a breach by us of the regulatory system established by the Act.
33.2 Neither we nor any of our staff shall be under any liability whatsoever for any loss or damage sustained by you arising from any actual or proposed transaction as a result of, or in connection with, the provision of any services to which this Agreement applies except in so far as and then only to the extent that, such loss or damage is caused by negligence or fraud on our part or of our staff or any failure by us to comply with applicable FCA Rules.
33.3 Unless we agree with you otherwise, where as a result of the services we provide to you under the Agreement we hold Investments on your behalf which give you rights in relation to a Cause of Action against a third party in any existing or potential group litigation or class action, we will not take any action in relation to such Cause of Action on your behalf. Should we become aware of such Cause of Action we will notify you of its existence. This clause shall remain in force following termination or cancellation of this Agreement.
33.4 We have legal obligations regarding the detection, reporting and prevention of fraud, money laundering and terrorist activity. We are required to take action where we have suspicions about the use of, or any activity concerning, any accounts or funds we hold or any facilities we provide. Where we are permitted legally to do so, we will advise you of any investigation or of any delay arising from any such investigation. We may be obliged to refuse transactions or instructions. We will not be liable to you or any third party for any loss or damage arising from any action we may take as a result of our legal obligations.
33.5 We shall not be liable for the Taxation consequences of any transaction nor shall we be liable for Taxation charges arising for any reason and we will not take into account any capital gains liabilities.
33.6 We shall not be liable for any loss of opportunity which may have resulted in an increase in the value of your portfolio nor any reduction in the value of your portfolio as a result of market movements.
33.7 We shall not be responsible for making any disclosures or notifications that you may have under the Panel Rules, the Companies Act or any other future legislation in relation to your Investments even if they are registered in the name of the Nominee Company.
33.8 You agree that the only duties or obligations we owe to you are those set out expressly in this Agreement and that we do not owe you any other further duties or obligations (whether arising from the fact that we are acting as your fiduciary or otherwise).
34. Force majeure
34.1 Except as provided otherwise under the Act, we shall not be liable to you or in breach of the Agreement if there is any total or partial failure of performance of our duties and obligations hereunder occasioned by any act of God, terrorism, fire, act of government or state, war, civil commotion, insurrection, embargo, breakdown of computer systems or other machine failure, inability to communicate with market makers for whatever reason, prevention from or hindrance in obtaining any raw materials, energy or other supplies, labour disputes of whatever nature or any other reason (whether or not similar in kind to the foregoing) beyond our control (any such event or events referred to as a "Force Majeure").
35.1 If any provision or term of this Agreement or any part of it shall become or be declared illegal, invalid, unfair (in accordance with any relevant law, rule or regulation) or unenforceable for any reason whatsoever, such term or provision shall be deemed to be deleted from this Agreement, but the legality, validity, fairness or enforceability of the remaining provisions of this Agreement shall not in any way be affected or impaired provided that, should any such deletion substantially affect or alter the commercial basis of this Agreement, the parties shall negotiate in good faith to amend and modify the provisions of this Agreement as may be necessary or desirable in the circumstances.
35.2 These Terms shall be subject to the rules of any Investment Exchange under whose rules or using whose facilities we enter into any transaction on your behalf. Such rules shall be deemed to be incorporated herein and shall form part of this Agreement. In the event of any conflict between such rules and these Terms, the provisions of such rules shall take precedence over these Terms.
36. Governing law
36.1 These Terms and Conditions are supplied in English and we will communicate in English with you for the purposes of this Agreement. The provisions of the Agreement and the relationship created by it shall be governed by the Law of England and Wales and subject to the exclusive jurisdiction of the courts of England and Wales.
37.1 Our failure to seek redress for violations or to insist upon strict performance of any condition or provision of this Agreement, or our failure to exercise any right or remedy to which we are entitled under it, shall not constitute a waiver thereof.
38. Data protection act
38.1 All personal information provided by you to us and any other information relating to your accounts will be treated in confidence.
38.2 By disclosing your personal information to us, you consent to such information being collected and held in our computer systems and used in the following ways:
(a) to provide the services which you have engaged us to provide;
(b) to keep you informed by mail or telephone of other services which we or any of our sister or associated companies consider may be of interest to you, if you have opted in to receive these communications.
We may also use your personal information in aggregate form in order to help us analyse, develop, and manage our business.
38.3 Your personal information will not be disclosed to any third party except:
(a) we may be required or it may be appropriate for us to disclose your personal information to the FCA, the London Stock Exchange or any other regulatory or enforcement body (whether in the UK or elsewhere) having jurisdiction over the matters in respect of which disclosure is made, including without limitation matters relating to actual or suspected money laundering;
(b) we may disclose your personal information to a credit reference agency who may retain a record of the data we supply to them for the purpose of carrying out both credit reference checks and also money laundering checks which we are required to carry out by law and to fulfil our legal obligations from time to time;
(c) it may be necessary for us to disclose your personal information to third parties to enable us to transact business on your behalf;
(d) it may be necessary for us to disclose your personal information to third parties if we are arranging a seminar or other corporate events with such parties in order to manage the event and, if applicable, to reduce the risk of you receiving more than one invitation.
(e) Where we, our third parties, may also use your personal information in aggregate, or anonymised form in order to help us analyse, develop, and manage our business.
38.4 We may also disclose or allow your personal data to be collected or used under a strict code of secrecy to persons within the sub-contractors or persons acting as our agents who may include our Affiliates (or any other successor group holding company), who administer or process the information on our behalf. Please be assured that all personal data, wherever it is held within the same group as us or by its sub-contractors or agents will be afforded a high level of protection against any authorised, unauthorised or accidental disclosure, access or deletion, although this cannot be guaranteed by us.
38.5 We will check if you are a client of Investec Bank plc (“IBP”) and if you are, we will use the information that IBP holds about you to assist us in opening your account. If we need further information, we may ask IBP to share with us any information or documentation they hold about you which will help us confirm your identity, as part of our anti-money laundering and client identification checks.
38.6 You consent to us using a credit scoring or other electronic data check mechanism when considering your account application and also when providing you with services under this Agreement. In the same circumstances, we may search files of credit reference agencies, who may keep a record of the search. We may also carry out identity and anti-fraud checks. Your information may also be used for debt tracing.
38.7 You also consent to the possible transfer of your personal information outside the EEA for the purposes of processing by us, our subcontractors or agents and to the possible transfer of your personal information to unconnected third parties in the event that the assets of the company were sold to a third party.
38.8 In accordance with the Data Protection Act 1998, you are entitled, on payment of a fee, to a copy of the information we hold about you. In the first instance, you should direct any such request to us in writing to:
The Data Protection Officer at our Liverpool office address (Investec Wealth & Investment Limited, The Plaza, 100 Old Hall Street, Liverpool, L3 9AB (or such new address as we may inform you of).
38.9 Investec Wealth & Investment Limited is the data controller for the purposes of the Data Protection Act, 1998.
39. Contracts (rights of third parties) Act 1999
39.1 A person who is not a party to this Agreement shall have no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any terms of this Agreement, save for our agents, nominees and Affiliates only, and anyone to whom we assign this Agreement under clause 32 (Assignment) of these Terms.
40. Record Retention
40.1 In accordance with legal and regulatory requirements, we will retain your records for at least five years following the termination of any relationship between us, unless this period is extended by law or regulation.
Additional Terms and Conditions for ISA Accounts
For any ISA Investments, these ISA Terms and Conditions are in addition to clauses 1 - 40 of these Terms, unless otherwise stated.
41.1 In the case of ISAs, Investec Wealth & Investment Limited is approved by HM Revenue & Customs ("HMRC") to act as ISA Manager. You hereby appoint us as the ISA Manager for your ISA, and give us authority to operate it in accordance with these ISA Terms, the Terms, the appropriate online account opening process being completed, and either your Stocks and Shares ISA Application Form or ISA Transfer Form as applicable, in accordance with the requirements of HMRC (currently The Regulations).
41.2 You authorise us to:
a) Hold your ISA Investments in the name of our Nominee Company.
b) To carry out any actions required by the ISA Manager on your behalf.
c) To comply with any law or regulation which may affect the management of your ISA.
d) To apply on your behalf to HMRC to make the necessary reclaims, where appropriate, under The Regulations as appropriate. Such claims for the payment of tax credits on your behalf will be made in accordance with The Regulations as applicable.
41.3 Your ISA will be operated in accordance with the requirements of HMRC, the Regulations and the terms contained in these ISA Terms.
41.4 In all cases, if any of these ISA Terms or the Terms conflict with The Regulations or with the rules of the FCA, then The Regulations or the FCA Rules will take priority and either these ISA Terms or the Terms, as applicable, shall be amended in order to comply. In this case, any change deemed significant by us shall be brought to your attention. We may otherwise amend any provision of this ISA Agreement in accordance with clause 29 (Changes) these Terms.
41.5 If any term or provision in this ISA Agreement shall in whole or in part be held to any extent to be illegal or unenforceable under any enactment or rule of law, then that term or provision shall be deemed not to form part of this ISA Agreement and the enforceability of the remainder of this ISA Agreement shall not be affected.
41.6 We reserve the right to delegate any or all of our functions under this ISA Agreement to a third party. In so doing we will ensure that we are satisfied with the competence of such a person or organisation to carry out such functions or responsibilities.
41.7 The ISA subscription will be continuous for each new tax year. This means that if you do not pay into your ISA during a tax year and want to pay in during the following tax year, you will need to complete an ISA declaration before we can accept your further payment. This is a requirement of the ISA Regulations.
42.1 Monies held in an ISA will be retained by us in a Client Money bank account and in accordance with the FCA Client Assets Rules, with an Approved Bank or CRD Credit Institution as we may from time to time nominate for this purpose.
42.2 You warrant that during the continuance of the ISA, you will remain the beneficial owner of the Investments and/or cash held in the ISA.
43.1 Dividends, income distributions and interest on bank deposits will be collected and retained within the ISA on your behalf and will be reinvested by us.
43.2 We do not offer the facility to take up a scrip dividend or an enhanced scrip dividend within an ISA nor will we use the Dividend Reinvestment Plans ("DRIPs") offered by certain companies. All dividends will be taken in cash. Taxation that can be reclaimed is governed by the Regulations as amended from time to time.
(In addition to clause 6 (Our charges) of these Terms).
44.1 Full details of the charges made by us in connection with the ISA are shown on our website. We will be entitled to vary the rate of charges on prior written notice of thirty Business Days in advance of the date of the charge being applied in accordance with clause 31 (Notices).
44.2 Should there be insufficient funds in the ISA to pay charges as and when they become due or if you are unable or unwilling to meet any other liabilities or obligations under this ISA Agreement, we reserve the right, if we have requested payment from you in writing and the amounts remain outstanding 30 days from the date of this notification to sell ISA Investments, and/or transfer funds held with us in your name or take any other steps we may consider necessary to protect our position.
44.3 Please note that if you have inadvertently breached The Regulations resulting in voidance of your account by HMRC under the Regulations, we reserve the right to charge our normal administration fees for handling the voidance of your account.
45. Rights issues, takeovers, and other entitlements
(This clause is in addition to clause 21 (Rights Issues, Takeovers, Scrip Dividends, Voting and Other Entitlements) of the Terms).
45.1 In the case of ISA Investments, subscriptions to rights issues and calls on partly paid stock can only be financed by money held within the ISA. You cannot add further funds to finance these events unless you have not yet subscribed in full for an ISA in the year concerned and that the additional funds are confined to the unused subscription limit. If non-eligible stock is acquired as a result of a bonus issue or de-merger and if no instruction has been received from you, we will sell the holding(s) and the proceeds will be applied to your ISA account.
46.1 Commencement of the ISA Agreement
a) Your ISA will commence on the day on which you complete your online ISA application form and an ISA account is created.
b) Subscriptions to your ISA account will take place on the day on which we receive funds from you. In the case of a deposit made by debit card, the date of any subscription is deemed to be the date on which the payment is authorised by your bank.
46.2 If you make a payment to us in excess of your available ISA limit, we reserve the right to open a “supplementary” general account (if you do not already have a general account) and remit the excess amount to this account. We will contact you to ask you to confirm how you wish for these funds to be managed or whether you wish for the excess to be paid back to your nominated bank account. If we are unable to contact you within 60 days of receiving the excess funds, we will send the money back to your nominated bank account. In the event that you already have a general account open at the time of the ISA oversubscription, we will add any excess funds to your general account, and manage your Investments in line with your prevailing investment objectives.
47. Termination, transfer, withdrawal and deceased ISA holders
(For your ISA only, this replaces clause 30 (Terminating the Agreement) of the Terms)
47.1 Our appointment as ISA Manager may be terminated by you or us giving 30 days prior written notice. Once terminated and subject to your instructions, we will either sell the ISA Investments at the prevailing selling price and hold the proceeds to your order, or transfer the eligible ISA Investments in accordance with instructions received from you. We may also take a retention from the ISA and apply it towards the discharge of your tax liabilities and any of your obligations under the terms of this ISA Agreement.
47.2 You may at any time by written notice require us to transfer current year subscription in whole and/or previous year's Investments in whole or in part, together with all rights and obligations of the parties to the ISA, to another ISA Manager.
47.3 You may at any time withdraw part of your ISA in a combination of Investments (where possible) and/or cash upon giving us notice online. Termination will be subject to the completion of transactions already initiated.
47.4 We operate a flexible ISA which gives you the ability to withdraw and replace ISA monies within a tax year without it counting towards the annual subscription limit. Any monies withdrawn from a flexible ISA must be replaced by the end of the tax year in which they were withdrawn. Any monies not replaced before the end of the tax year cannot be taken forward into the new tax year. Any withdrawals from an IW&I ISA that include previous year’s subscriptions can only be replaced with IW&I. We will only offer flexibility on capital withdrawals requested via your Click & Invest account. Any flexibility used within the ISA and not replaced is lost on account closure.
47.5 Transfers or withdrawals will be completed on our instructions, as soon as practicable after receipt of your validated written instructions. We will endeavour to make this transfer or withdrawal within 30 days, but you should be aware that we cannot be held responsible for delays caused by other Plan Managers, Registrars or Custodians.
47.6 Partial transfers or withdrawals are permitted subject to a minimum value of £1000 remaining in the ISA.
47.7 We are unable to advise you on the suitability of any ISA transfer.
47.8 The date of death of an investor shall be treated as the date of termination of the ISA. Distributions, interest, dividends or gains arising after the date of death are subject to a full tax charge. Based on our interpretation of current tax legislation, for capital gains tax purposes, the Investments under the ISA will be treated as if they had been acquired by the personal representative at market value as at the date of death. For inheritance tax purposes the market value of the Investments under the ISA as at the date of death will form part of the investor's estate.
47.9 We shall notify you in writing if, by reason of any failure to satisfy the provisions of The Regulations, an ISA has or will become invalid for tax purposes. We reserve the right to levy a charge should an ISA (or part of) be deemed void (unless caused by our negligence or that of an associated company).
47.10 Please note that in all cases of termination, the clauses of the ISA Agreement relating to our Nominee Company and custody will continue in effect whilst your money and/or Investments remain in our possession.
48. Cancellation rights
48.1 For new ISA Applications only:
In addition to your rights under clause 25 (Cancellation rights) of the Terms, you have the right to withdraw any offer which you make to us to subscribe/apply for a stocks and shares ISAs. To exercise that right you must, within 7 days after the date upon which you submit to us the Stocks and Shares ISA Application Form, send to us written notice of your wish to withdraw. However, this right to withdraw will not apply if at the date of your Stocks and Shares ISA Application Form we are acting as your Investment Manager or if in the previous tax year you entered into an ISA with us on substantially the same terms as the ISA to which this Agreement relates.
48.2 For ISA Transfers only:
In addition to your cancellation rights, (Cancellation rights), you have the right to withdraw any offer which you make to us to transfer your Cash ISAs and/or Stocks and Shares ISAs as applicable. To exercise that right, you must, within 7 days after the date upon which you send to us the applicable Transfer Form, send to us written notice of your wish to withdraw. However, this right to withdraw will not apply if at the date of your Transfer Form, we are acting as your Investment Manager.
48.3 Any notice of withdrawal should be made in writing.
“Act” means the Financial Services and Markets Act 2000, as amended;
“Agreement” is made up of:
a) These Terms for Click & Invest;
b) The Investment Proposal document. This is the document which was produced for you after you completed the online questions in relation to your attitude to risk and capacity for loss. It sets out which discretionary managed portfolio we think you should invest in, based on your answers, and includes a list of applicable charges;
c) Any other letter or document that we may be required to provide to you by any law, rule or regulation, that is stated by us to form part of our Agreement.
“Affiliate” means a company within the Investec group, connected by ownership or legal structure;
“Approved Bank” is the bank or credit institution that we have appointed to hold your Client Money on our behalf and is also specifically defined in the FCA Rules. This definition is available from us on request or can be found on the FCA's website (www.fca.org.uk);
“Best Execution” means the obligation we owe to you to effect a transaction in accordance with the relevant FCA Rules which generally require that we take all reasonable steps to obtain the best possible result for you taking into account various factors, as set out in our Best Execution Policy;
“Best Execution Policy” means our policy setting out how we meet our Best Execution obligations;
“Business Day” a day (other than a Saturday or Sunday) on which banks are open for general business in London;
“Commercial Settlement System” means the place where transactions are settled, as defined in the FCA Client Assets Rules and guidance. Such definition is available from us on request or can be found on the FCA's website (www.fca.org.uk);
“CREST Settlement System” means the place where transactions are settled, as defined in the FCA Client Assets Rules and guidance. Such definition is available from us on request or can be found on the FCA's website (www.fca.org.uk);
“Delivery vs. Payment (DVP)” A settlement procedure in which the buyer and the seller of a security agree that the buyer will pay the seller upon the security's delivery to the buyer;
“Calls on partly paid stock” means shares have not been paid for by their holders and the issuing firm has to make a 'call' for collecting the remaining amount;
“Chargeback” means the request you may make of your card provider, in certain circumstances and within certain time frames, to reverse a transaction on your debit card, i.e. for the money to be returned to you. This will result in your card provider reclaiming the funds from us;
“Client Bank Account” means the account at an Approved Bank of CRD Credit Institution that contains Client Money in accordance with the FCA Rules. Such definition is available from us on request or can be found on the FCA's website (www.fca.org.uk);
“Client Money” means money that belongs to our clients and is segregated from our own firms’ money in accordance with the FCA's rules relating to Client Money in the Client Assets sourcebook. The rules ensure a clear separation between money that belongs to our customers and money that belongs to the firm as defined in the FCA Rules. This definition is available from us on request or can be found on the FCA's website (www.fca.org.uk);
“CRD Credit Institution” means as defined in the FCA Rules. Such definition is available from us on request or can be found on the FCA's website (www.fca.org.uk). Broadly this means an institution providing credit and deposits;
“Custodian” means the appointed firm responsible for safekeeping of our client’s assets on our behalf, as defined in the FCA Rules. Such definition is available from us on request or can be found on the FCA's website (www.fca.org.uk);
“Custody Assets” means an asset that is held by us on a client’s behalf, as defined in the FCA Handbook Rules. Such definition is available from us on request or can be found on the FCA's website (www.fca.org.uk);
“Electronic communication” means various forms of communications, including but not exclusive to, emails, direct message on social media, online message service, in app message and text messages (SMS);
"FCA" means the Financial Conduct Authority or any successor organisation;
"FCA Client Assets Rules" means the rules FCA relating to the protection of client money and assets as defined in the FCA Rules. Such definition is available from us on request or can be found on the FCA's website (www.fca.org.uk);
"FCA Rules" means the FCA handbook of rules and guidance, which can be found here (www.handbook.fca.org.uk);
"FCA's Conduct of Business Rules" means the Conduct of Business Rules issued by the FCA from time to time, pursuant to the Act;
"Free Money" means cash held by us on your behalf and not held as part of accrued dividend and other income, or for the settlement of immediate transactions. Cash receipts become Free Money on the day that they are applied to your account; sale proceeds become Free Money on the settlement date;
“IC&I” means Investec Click & Invest Ltd (“IC&I”) is an Appointed Representative of Investec Wealth & Investment Ltd (“IW&I”) which is authorised and regulated by the Financial Conduct Authority. IC&I is incorporated in England under number 03700427;
"Investment" means any investment that falls within the regulatory regime established under the Act for which we are authorised by the FCA to conduct investment business in;
"Investment Exchange" means any dealing exchange recognised, designated or prescribed by the FCA, as amended from time to time;
"Investment Proposal" means the document which was produced for you after you completed the online questions in relation to your attitude to risk and capacity for loss. It sets out which discretionary managed portfolio we think you should invest in, based on your answers, and includes a list of applicable charges
"ISA" means an Individual Savings Account, as defined by the ISA Regulations and subscribed to, by you;
"ISA Agreement" means:
a) These Terms and either the Stocks and Shares ISA Application Form or Stocks and Shares ISA Transfer Form as applicable;
b) Any other letter or document that we may provide to you under the FCA's Conduct of Business Rules that is stated by us to constitute part of the Agreement.
"ISA Manager" means Investec Wealth & Investment Limited;
"ISA Regulations" means the Individual Savings Account Regulations 1998, as directed by HM Treasury and as amended from time to time;
"ISA Transfer Form" means the transfer form signed by you in accordance with the ISA Regulations to transfer a Cash ISA or a Stocks and Shares ISA to us;
"IW&I" means Investec Wealth & Investment Limited, incorporated in England under number 2122340, authorised and regulated by the Financial Conduct Authority. A member firm of the London Stock Exchange;
“Leveraged Financial Instrument” means a financial instrument that has the potential of magnifying an investor’s exposure to an underlying risk;
"Market Information" means any news, information or educational materials provided by us;
"Means of Distance Communication" means the entering into our Agreement without visiting any of our offices or having a meeting with any of our employees or agents ("staff"), as defined in The Financial Conduct (Distance Marketing) Regulations 2004, as amended from time to time;
"Nominee Company" means Click Nominees Limited, (incorporated in England under number 03276308); For overseas securities, for reason of law, market practice or other restrictions, assets may not always be held in the name of Click Nominees Limited and so this may mean, the use of an account with any authorised depository with whom we lodge the securities in the name of their nominee or associated company, on behalf of IW&I or IC&I;
"Panel Rules" means the rules issued by the Panel of Takeovers and Mergers, as amended from time to time;
"Registered office" means our registered office, which is currently 2 Gresham Street, London EC2V 7QP;
"Retail Client" means a retail client as defined in the FCA Rules. Such definition is available from us on request or can be found on the FCA's website (www.fca.org.uk);
"Retail Investment Product" means as defined in the FCA Rules. These include the following Investments:
(a) a life policy; or
(b) a unit; or
(c) a stakeholder pension scheme (including a group stakeholder pension scheme); or
(d) a personal pension scheme (including a group personal pension scheme); or
(e) an interest in an investment trust savings scheme; or
(f) a security in an investment trust; or
(g) any other designated investment which offers exposure to underlying financial assets, in a packaged form which modifies that exposure when compared with a direct holding in the financial asset; or
(h) a structured capital-at-risk product;
Such definition is available from us on request or can be found on the FCA's website (www.fca.org.uk);
“Rights Issues’’ means an issue of rights to a company's existing shareholders that entitles them to buy additional shares directly from the company in proportion to their existing holdings, within a fixed time period;
“Scrip Dividends” means an issue of additional shares to shareholders in proportion to the shares already held;
"Stocks and Shares ISA Application Form" means the application form signed by you in accordance with the ISA Regulations to subscribe to a Stocks and Shares ISA;
"Taxation" means all forms of taxation whether of the UK or elsewhere in the world wherever imposed and all statutory, governmental, state, provincial, local government or municipal impositions, duties and levies and all penalties, charges, costs and interest relating thereto;
"Taxes" means taxes, duties, imposts and fiscal charges of any nature, whether of the UK or elsewhere in the world, including value added taxes and stamp and other documentary taxes;
"The Manager" means the external manager who investment manages or administers and prices a collective or fund type asset;
"The Regulations" in the case of ISAs refers to the ISA Regulations;
"UK" means United Kingdom, which is made up of England, Wales, Scotland and Northern Ireland.
50. Annex 1
Charges and interest
1. Our annual management fee
Please note this is subject to change
Annual Fee Scale
• On the first £100,000 0.65% incl. VAT per year
• On the next £150,000 0.50% incl. VAT per year
• On amounts over £250,000 0.35% incl. VAT per year
Fees will be charged monthly in arrears based on the value at the last Business Day of each month and pro rata for any part period of the month.
Cash in your portfolio will be held in a deposit account paying the interest rates as shown below, based on the current Bank of England base rate.
Your money will be held in a Client Money account alongside monies held on behalf of other clients.
Where the rate of interest we receive overall is more than the rates set out below, any difference between the interest received by us and the interest paid to you will be retained by us.
Interest is credited to your account quarterly.
Cash Balance Interest Rate
Under £50,000 0.00%
Over £50,000 0.00%
In the event that interest received or payable to you becomes a negative rate, we reserve the right to pass on the negative charge to you in full.
3. Nominee transfers
A charge of £10 per holding will be made for transfers out of our Nominee Company.
4. Probate charges
Probate valuation charges
There is £25 charge for probate valuations plus £1.95 per line of stock.
Stamp Duty/ Stamp Duty Reserve Tax (SDRT)
Stamp Duty of 0.5% rounded up to the nearest £5 is payable on all certificated UK equity purchases. SDRT of 0.5% is payable on non-certificated UK equity purchases. From 28 April 2014 stamp duty and SDRT has been abolished for transactions conducted on a recognised ‘Growth’ market. This includes transactions carried out, but not limited to, on the Alternative Investment Market (“AIM”) and the ISDX Growth Market. Stamp duty is not payable on transactions with consideration of less than £1,000. This exemption does not apply to SDRT.
Stock Exchange Levy
For certain UK transactions greater than £10,000 a Stock Exchange Levy of £1 will be payable. This levy funds the Panel on Takeovers and Mergers and will be shown as PTM Levy as a separate item on contract notes if applicable.
Third Party Charges
We reserve the right to pass on any third party charges incurred in the operation of your account, for example, indemnity charges.
Unit Trusts and OEICs
Any marketing allowances given to us at the time of dealing will be passed on to clients as a discount in the price of units. We may receive renewal commission in some cases.
VAT will be added to charges, where applicable at the standard rate.
51. Annex 2
Summary of IW&I conflicts of interest policy
Investec Wealth & Investment Ltd consists of three trading companies:
Investec Wealth & Investment Limited (IW&I);
Investec Wealth & Investment (Channel Islands) Limited (IW&I (CI));
Investec Click & Invest Limited (IC&I).
Appropriate controls are in place to manage conflicts of interest between the above parties.
The Investec Wealth and Investment Ltd is a wholly owned subsidiary of Investec Bank plc. The business of the Investec Wealth & Investment group is managed independently of Investec Bank plc having autonomy over its affairs and the Investec Group management does not believe that this relationship creates a material conflict of interest.
The main business of IW&I and IW&I (CI) is to advise and manage the investments of private investors’ trusts, charities and small pension funds. In addition IW&I provides financial planning services including Inheritance Tax planning, management of a Venture Capital Trust and is the administrator for Self-Invested Pension Plans.
IC&I Limited is an Appointed Representative of Investec Wealth & Investment Limited and is responsible for providing online investment services to clients on behalf of IW&I.
The following activities and services are not undertaken within the Investec Wealth & Investment Group:
Finance arrangements (other than exceptional high net worth loans);
Market maker; or
Proprietary trading (except as required for error correction)
Therefore the Investec Wealth & Investment Group does not have the potential conflicts of interest that arise from such services and activities.
IW&I may introduce business to the Investec group and vice-versa. IW&I or its employees do not receive any payments for the introduction of business. We will not make payments to group entities introduced to us unless agree with the client in return and that entity is providing an ongoing service.
FCA Handbook rules require us to establish, implement and maintain an effective conflicts of interest policy encompassing the firm. The policy should be relevant to the size and complexity of the firm. This policy details the different types of inherent conflicts that have been identified and the controls adopted to manage these conflicts.
In the context of the FCA rules, conflicts of interest are those that arise when the firm is carrying on regulated activities or ancillary services between:
The firm and a client; or
A client and another client
Types of conflicts of interest outlined in FCA rules are:
Will the firm make a financial gain, or avoid a financial loss, at the expense of the client?
Will the firm have an interest in the outcome of a service provided to the client, or a transaction carried out on behalf of the client, which is distinct from the client's interests in that outcome?
Will the firm have a financial or other incentive to favour the interest of another client or group of clients over the interests of the client?
Will the firm carry on the same business as the client?
Will the firm receive from a person other than the client an inducement in relation to a service provided to the client, in the form of monies, goods or services, other than the standard commission or fee for that service?
N.B. – the term 'firm' above may be interchangeable with the following:
A relevant person;
A person directly or indirectly linked by control to the firm.
Identification, Recording and Managing of Conflicts
The firm incorporates procedures for:
Identification of conflicts;
Recording of conflicts; and
Managing of conflicts.
Sufficient arrangements are in place to manage or prevent conflicts identified within IW&I.
Gifts, Hospitality and other minor-non monetary benefits
IW&I may allow employees to receive or provide gifts, hospitality or other minor non-monetary benefits from inside or outside of the Investec Group. A policy is in place and appropriate approval limits have been set to ensure such benefits do not inappropriately influence their behaviour. Employees may only accept these if permitted by the rules set out by our regulator.
52. Annex 3
Order execution policy
The intention of this document is to set out our understanding of the obligations regarding Best Execution under Markets in Financial Instruments Directive II (“MiFID II”) and to explain how we intend to fulfil these obligations.
The core of best execution is our Order Execution policy which is to ensure that all our clients are treated fairly. This means that the same procedures and safeguards will be in place for all of our clients, irrespective of the type of service that they receive from us, or their client categorisation.
Investec Wealth & Investment (“IW&I”) has made a commitment that we will not carry out principal business (i.e. dealing for our own account) apart from in exceptional circumstances (such as correcting an error). Thus, we do not have any conflict of interest with any of our clients’ dealings.
IW&I is a member of the London Stock Exchange and NEX Exchange. We have access to other exchanges through our market counterparties. Wherever possible, transactions will be carried out and reported on a regulated market (“on- market”).
Transactions that are carried out off-market when they are normally carried out on-market will require prior express consent from the client. In some circumstances and, when acting in your best interest, we may carry out transactions off-market.
By signing our agreement, you expressly consent to us carrying out off-market transactions on your behalf.
Below is the list of Venues upon which we place significant reliance. We reserve the right to use other Execution Venues where we deem appropriate in accordance with our order execution policy and may add or remove any Execution Venues from this list. We will regularly assess the Execution Venues available in respect of any Financial Instruments that we trade to identify those that will enable us, on a consistent basis, to obtain the best possible result when executing orders. We reserve the right to trade on an Execution Venue not listed where we deem appropriate to satisfy the execution of a particular order or instrument.
- Members of the London Stock Exchange
- Member of the NEX Exchange
- Member firms of the International Capital Market Association (ICMA)
- A Multilateral Trading Facility (MTF)
- An Organised Trading Facility (OTF)
- A Systematic Internaliser (SI)
- Market Makers
A list is available upon request of active counterparties and they are reviewed on a regular basis, in addition to whenever a material change occurs, to ensure that we obtain the best possible result on a consistent basis.
Best Execution/Best Possible Result
There is no formal definition of Best Execution but it refers to an obligation to transact deals on the appropriate terms for our clients.
We “…must take all sufficient steps to obtain the best possible result, taking into account price, costs, speed, likelihood of execution and settlement, size, nature or any other consideration relevant to the execution of the order”. Source MiFID II Article 27.
We refer to this obligation as the “Best Possible Result”.
All of our clients, irrespective of their client categorisation, receive the highest obligation of Best Execution coverage.
Guidelines have been established for IW&I dealers so that in each class of security there is a procedure for achieving and recording Best Execution. In most equity markets, trade information is publicly available on electronic providers such as Factsheet, and Bloomberg; in other markets where there is no publicly available trade data, the IW&I dealers will have access to details on how Best Execution has been achieved.
When the dealing desk receives an order, it will prioritise the relevant factors in considering and achieving the Best Possible Result, including any specific client instructions (e.g. price limit); relevant factors could include the liquidity and volatility of the stock, width of the buy/sell spread and accessible markets and dealing platforms. Examples where different relevant factors would be considered by us are listed below. These are applied on a consistent basis and, as such, Best Possible Result should be achieved.
a) An actively traded company e.g. listed within the FTSE 100 index – If an order is passed with no specific instructions and in a size that could easily be traded the relevant factor to be considered will be the price.
b) A less active company with lower turnover of transactions – If an order is passed with no specific instructions then the most relevant factors to be considered will include price and size of the liquidity available.
c) Electronic Algorithmic Platform Trading – A number of factors are used to determine the best possible result for this type of order. It is normally a combination of speed, likelihood of execution, cost, size and price.
d) A fixed interest security with an active secondary market e.g. UK Government security – The factors considered would normally focus on price and in some instances size of the transaction.
IW&I accepts full responsibility to achieve Best Execution on all eligible orders; however, if specific instructions are provided by the client and IW&I agrees to act on these, then our obligation to achieve Best Execution is met by acting in accordance with those specific instructions.
Best Possible Result can still be satisfied if IW&I aggregates several client orders into one larger order.
Equities – UK
IW&I dealers use a range of methods to execute a UK
(a) Retail Service Providers (“RSPs”). RSPs are market makers who enable us to deal with them electronically.
(b) Electronic order books. The principal ones are SETS and SETSmm, both set up by the London Stock Exchange to provide anonymous order books in all but the smallest UK shares.
(c) Telephone negotiation. The dealers speak to market makers or other broker members of the London Stock Exchange.
(d) Agency crosses. This is when IW&I match a buyer and seller in-house and the deal is struck at a mutually agreeable price to both parties.
(e) Electronic Algorithmic Platforms. These provide access to various market venues.
Orders passed electronically in UK equities to the dealing desk that fit certain criteria can be transacted through our “Auto Execution” facility; they are then traded automatically and instantly via an RSP who is willing to accept the trade. The transaction will be covered by the usual Best Execution guidelines.
Equities – Non-UK
There are extra considerations when dealing in non-UK equities. IW&I is not currently a member of any non-UK exchanges; our obligations of Best Execution are shared with our market counterparties who transact on our behalf in non-UK markets. In order to achieve Best Possible Result, we must also take into account any local execution charges (commission, stamp duty etc) that will be included in the final price to the client.
Bonds – Gilts, Eurobonds etc
Bonds include Government bonds (e.g. Gilts), Eurobonds, Floating rate notes (FRN), Zero coupon bonds and other similar debt structures. The majority of these instruments will be transacted on-market, however in some instances it may be in your best interest for us to trade off-market. Some Gilts and Bonds are also tradable on the London Stock Exchange and we will use the price as reference before trading.
Prices in the most actively traded bonds are available on information providers such as Bloomberg. In many instances, trades can then be effected by a direct electronic link to the best price from all the contributing market makers with which IW&I has a relationship. In some circumstances, dealing prices will be negotiated with market makers with additional reference to any available electronically displayed prices.
Liquidity varies between different bonds: for some bonds, there may only be one market maker and situations such as this might limit our ability to deal on a narrow buy/sell price spread.
Unit Trusts & Mutual Funds
Unit trusts/mutual funds are normally traded directly with the manager at a fixed price on any given dealing day; these prices are usually available in financial sections of newspapers or on the managers own website.
Although best execution does not apply to spot currency transactions it does to forward currency transactions.
Spot currency transactions are transactions that have a settlement period of two business days. Forward currency transactions are transactions that have a settlement period of greater than two business days.
Currency markets operate in a highly liquid environment and IW&I have in place relationships with a number of pricing providers. We will execute spot and forward transactions via the same platform to achieve best execution from the prices available. Prices are not published but we maintain sufficient records to ensure we achieve the best possible results.
Money Market Instruments e.g. Certificates of Deposit
These instruments cannot be transacted on-market and we will continue to operate on your behalf off-market.
These instruments are not traded on-market and we will continue to operate on your behalf off-market. IW&I will assume that Best Execution was achieved by reference to the prices provided by those liquidity providers and any relevant market display providers.
On rare occasions, we will be required to trade in an instrument not covered by the above categories: any trade could be restricted to a limited number of liquidity providers that IW&I has connections with. IW&I will assume that Best Execution was achieved by reference to the prices provided by those liquidity providers and any relevant market display providers
Where we choose to accept a limit, these will be accepted on a reasonable endeavours basis. The contract note for the trade will disclose that a client’s limit was passed. Any client limit will normally only be accepted until the end of the trading period for the day it was passed. All limit orders will be for that Business Day only. If, in exceptional circumstances, we agree to retain a limit order for more than one day, you provide us with your prior express consent not to publish those limit orders.
To achieve timely execution, once IW&I has agreed, or decided in its discretion to execute a client order, it will do so in a prompt, fair and expeditious manner, unless IW&I has taken reasonable steps to ensure that postponing the execution of a client order is in the best interests of the client.
In-house Crosses (Agency crosses)
Crosses of UK listed stock between two clients at a mutually agreeable price will be deemed to have taken place on-market.
IW&I will usually allocate on a pro rata basis any partially completed orders that are received from different clients in the same stock; if this allocation would result in uneconomic or unsuitable holdings for the clients concerned, we may allocate other than on a pro rata basis. In every instance that an allocation other than pro rata is used then IW&I must take reasonable steps to ensure that any allocation is in the best interest of all clients concerned.
Client orders will normally be executed in the same order as they were received except where there are special conditions such as price limits or limited liquidity: such conditions might require extra time to ensure achievement of Best Possible Result. Orders that are tradable under the Auto Execution facility will normally be executed immediately, even though the dealers may already be working orders in the same stocks. It is deemed acceptable to treat these trades separately and therefore Auto Executions do not need to be averaged with any other orders.
Time of Execution
Any execution time shown on the contract note will be stated as UK time. If the order is completed in a series of transactions and shown on the contract note as an averaged price there is no requirement to disclose the execution times. Trade times for an averaged price transaction are available upon request.
In the unlikely event of system failure, clients who contact IW&I during this time to pass deal instructions will be informed; any instructions received will be accepted on the basis that they could be executed once the relevant system has been restored. IW&I will conduct a subsequent review to ensure that best execution has been achieved.
IW&I will review its Order Execution Policy either annually or whenever there is a material change that affects IW&I’s ability to continue to obtain the best possible result for the execution of client orders on a consistent basis via the execution venues used by IW&I.
Investec Click & Invest Limited is an Appointed Representative of Investec Wealth & Investment Limited which is authorised and regulated by the Financial Conduct Authority. Investec Wealth & Investment Limited is entered on the FCA register under reference 124537. Investec Click & Invest Limited is registered in England, Company Number 03700427. Registered address 2 Gresham Street, London,
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