THESE TERMS AND CONDITIONS ARE EFFECTIVE FROM 17 MARCH 2017.

1. DEFINITIONS AND INTERPRETATION OF TERMS

   1. In these Terms the following words shall, unless the context otherwise requires, have the following meanings and may be used in the singular or plural as appropriate: Abnormal trading Conditions: Shall include, but not be limited to, the suspension or closure of any market or the abandonment or failure of any event to which we relate or quote. Account: means your account at Gear Investments. Account Statement: shall mean a periodic statement of the Transactions credited or debited to an Account. Account Summary: shall mean a statement of your portfolio, open positions, cash deposits, custody management etc. at a specific point in time. Account Value: Agent: Shall mean an individual person or legal entity undertaking a transaction on behalf of another individual person or legal entity but in his/ its own name. Agreement: The contract formed between us and you in accordance with these Terms. Appropriateness Assessment: Means the process we use to assess the appropriateness of a product of Service for you. Applicable Law: All applicable laws, laws, statutes, regulation, rules (including the FCA Rules and any default rules of any market or central counterparty or any default arrangements of any system, including any order routing system, or any trading rules or conventions in the relevant markets), regulations, directives, codes customs, practices, decisions and usages of any relevant exchange, market, multi-lateral trading facility, central securities depository and/or clearinghouse or system and/or central counterparty, if any, applicable to the provision of the Services described in the Terms, together with all applicable procedures, guidance, codes of conduct of any market or governmental or regulatory authority or any self-regulatory organisation, including without limitation, any accounting rules, fiscal regulations, anti-money laundering, terrorist financing and sanctions laws, rules, procedures, guidance and regulations, all as amended from time to time. Authorised Person: Shall mean a person authorised by you to give instructions in respect of your portfolio. Business Day: A day other than a Saturday, Sunday or public holiday in England when banks in London are open for business. Client Application Form: Means that account application form completed by you and assessed by SCML. Custodian: The third-party custodian (or its nominee company) who we select under the FCA Rules to act on its behalf to keep safe and administer your investments. Customer Default: Has the meaning given to it in clause 12.5. Data Controller: Has the meaning set out in section 1(1) of the DPA 1998. Data Subject: An individual who is the subject of Personal Data. DPA 1998: The UK Data Protection Act 1998 as may be amended, supplemented or replaced from time to time. EEA: Means European Economic Area. FCA: Means the Financial Conduct Authority. FCA Rules:The conduct rules contained within the FCA Handbook as amended from time to time. FSMA:Means the Financial Services and Markets Act 2000 as may be amended, supplemented or replaced from time to time. Gear Investments Messages: An email to hello@gearinvestments.com which you have access to in accordance with clause 5. Nominee Company:A nominee company is one which is used solely for holding investments separately and which does not carry on any other business. Personal Data:Has the meaning set out in section 1(1) of the DPA 1998 and relates only to personal data, or any part of such personal data, in respect of which we are the Data Controller and in relation to which we are providing Services under this Agreement. Portfolio(s): Your portfolio of investments with us. Processing and process: Have the meaning set out in section 1(1) of the Data Protection Act 1998. SCML: Shall mean Saxo Capital Markets UK Limited, a company registered in England & Wales no: 7413871 with registered address 40 Bank Street, Canary Wharf, London, E14 5DA who shall as at the date of this Agreement be our appointed Broker/ Custodian. Services:The discretionary wealth management services supplied by us to you in accordance with and subject to these Terms as more particularly set out in clause 7.1, including services which are incidental or ancillary to such services. Terms: These terms and conditions as amended from time to time. VAT:Value added tax chargeable under the Value Added Tax Act 1994.
   2. Clause, Appendix and paragraph headings shall not affect the interpretation of this Agreement.
   3. A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
   4. The Appendices form part of this Agreement and shall have effect as if set out in full in the body of this Agreement. Any reference to this Agreement includes the Appendices.
   5. A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.
   6. Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.
   7. Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.
   8. This Agreement is personal to you, and you may not transfer or assign rights and obligations to any third party.
   9. A reference to a statute, statutory instruments, rules or regulations or statutory provision is a reference to it as amended, extended or replaced from time to time.
   10. A reference to a statute or statutory provision shall include all subordinate legislation made from time to time under that statute or statutory provision.
   11. A reference to writing or written includes email.
   12. Any obligation on a party not to do something includes an obligation not to allow that thing to be done.
   13. A reference to this Agreement or to any other agreement or document referred to in this Agreement is a reference of this Agreement or such other agreement or document as varied or novated (in each case, other than in breach of the provisions of this Agreement) from time to time.
   14. A reference to a statute, statutory instruments, rules or regulations or statutory provision is a reference to it as amended, extended or replaced from time to time.

2. COMMENCEMENT OF THIS AGREEMENT

   1. In order to subscribe to the Services you must first.
      1. Provide all the relevant personal details required as part of our account opening procedure via our website;
      2. Satisfy our money laundering verification identity checks and suitability criteria in accordance with clause 3.
      3. Click your acceptance to these Terms and Conditions.
      4. Click your acceptance to SCML’s terms and conditions in respect of the Custodian services that they will provide as more particularly detailed in clause 7.
   2. Once the above steps have been undertaken, provided that you have satisfied our identity checks and suitability criteria, this Agreement will become legally binding and we will start providing the Services to you.
   3. You acknowledge and accept that the information and data provided to you during the application process in respect of any potential investment returns are for illustrative purposes only and do not guarantee the amount of returns which you may receive if you invest with us.

3. CUSTOMER VERIFICATION AND SUITABILITY CHECKS

   1. We are only authorised to provide Services to individuals who are over the age of 18 and who are resident in the UK, Channel Islands, Austria, Belgium, Bulgaria, Croatia, Cyprus, Czech Republic, Denmark, Estonia, Finland, France, Germany, Gibraltar, Greece, Hungary, Iceland, Ireland, Italy, Latvia, Liechtenstein, Lithuania, Luxembourg, Malta, Netherlands, Norway, Poland, Portugal, Romania, Slovakia, Slovenia, Spain and Sweden you must inform us in writing prior to your move outside as we may be required to place certain restrictions on your account. By setting up an account with us or accepting these Terms, you warrant to us that you meet these criteria. If at any stage you will no longer be a UK resident or resident of the Channel Islands, you must inform us in writing prior to your move outside as we may be required to place certain restrictions on your account.
   2. We are currently unable to offer Services to US passport holders or nationals of any country listed in the United States Department of Treasury’s Office of Foreign Assets Control website at http://www.treas.gov/ofac.
   3. We make decisions to deal on your behalf in relation to your investments based upon our assessment of the suitability of transactions based upon the portfolio you have selected and the information you have provided us about your knowledge and experience of investing, your financial situation and objectives.
   4. As part of the process for setting up an account with us, we will ask you some questions. The answers you provide to those questions will allow us to assess whether we believe that you have the requisite experience, expertise and knowledge required to understand the risks involved in, and make your own investment decisions about, the investment opportunities provided through our Services.
   5. We have certain responsibilities under the FCA Rules and other applicable UK money laundering legislation to verify the identity of, and run anti-money laundering checks on, our customers prior to their investing. For this reason we may use your Personal Data, in order to carry out electronic searches on private and public databases. We may also use third-party identification checking and credit reference agency services to confirm your identity when you first seek to invest, and we will carry out regular monitoring checks while you remain a customer. This will place a search footprint on your electronic file, and your personal details may be accessed by third parties for the specific purpose of anti-money laundering, credit assessment, identity verification, debt collection, asset reunification, tracing and fraud prevention.
   6. As part of our identification procedure we may collect, use, share and store personal financial information about you, including your Personal Data. We make every effort to protect the privacy of our customers’ Personal Data as more particularly set out in clause 16.
   7. By clicking your acceptance of these Terms, you expressly agree that we or credit reference agencies may run any and all of these checks on you which may result in a record. The decision whether to all you to open an account is entirely ours, and we may decide for any reason, or no reason, not to accept you. We may, at our discretion, permit you to answer the questions again at a future date, but we are under no obligation to do so, and you should assume that our initial determination not to accept you to open an account will apply to you in perpetuity. We will not be liable to you for any losses, damages or costs arising from our decision not to accept you or not to permit you to answer the questions again.
   8. You will not be able to make investments until and unless we are able to complete these checks to our satisfaction. We will not be liable for any losses, damages or costs arising from our conduct of these checks, your inability to make investments while these checks are pending or as a result of the unsatisfactory completion of the checks.

4. CUSTOMER CATEGORIZATION

   1. For the purpose of the FCA Rules, which require us to categorise our customers into groups so that we can treat them according to their level of knowledge about investments.
   2. Services provided by us under this Agreement will be on the basis that you are a Retail Client as defined in the FCA Handbook. This means that you are entitled to the protections that must be provided to Retail Clients under the rules contained in the FCA Handbook (the FCA Rules) and under relevant legislation. If you would like further information on the nature of these protections, please notify us by Gear Investments Message or by contacting our Compliance Officer at hello@gearinvestments.com.
   3. Before activating your Account, SCML are required by FCA rules to carry out an Appropriateness Assessment. They will do this by asking you to answer certain questions, contained within the Client Application Form so that we can assess your knowledge and experience of the relevant product and service.
   4. If you hold an account jointly or otherwise hold assets jointly, with any other person, then you and any such other person(s) shall have joint and several liability to us. If joint and several liability applies, the effect is that both you and the other person(s) separately promise to meet all obligations under these terms of business in respect of the account either (1) jointly with the other person(s); and (2) individually.

5. COMMUNICATIONS

   1. We will send all notices, information and other correspondence to you via the email address you have provided us with when you set up your account. You agree as an ongoing obligation to provide us with an up to date email address and to inform us as soon as reasonably practicable if this should change. Gear Investments is entitled to rely on the last email address you have provided, and an email sent to that email address by Gear Investments shall be good service under these Terms.
   2. You can give us instructions and notifications in relation to investments we hold on your behalf using hello@gearinvestments.com.
   3. We will not be obliged to act on any instruction and in particular we will not act on any instruction where it is illegal or against any relevant rule or regulation to do so. Where we do act on your instructions we will do so as soon as reasonably practicable once we have received them.
   4. Where instructions given orally or by electronic communication are directed to a specific person and that person is not present to receive them, there may be a delay in acting on such instructions until actual receipt by such person.
   5. If we choose to correspond by post, communications will be sent to the address you provided when you set up your account, and will be deemed to have been delivered on the second business day after posting. Alternatively, we may communicate with you when appropriate by telephone.
   6. We may act on any instruction or other notification 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 12 of this Agreement). We are not obliged to acknowledge receipt of your instructions.
   7. If as a result of any unsolicited communication from us, you enter into any investment transaction you will not have the right under Section 30 of FSMA to treat such investment transaction as unenforceable.
   8. We cannot guarantee that electronic communications will be successfully delivered, or that they will be secure and virus free. 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.
   9. All communications in relation to Services provided under this Agreement will be in English.
   10. You acknowledge that we may record all telephone calls for quality and monitoring purposes. We will store recordings securely for as long as is appropriate in accordance with clause 16 and the generality of the DPA 1998.

6. MINIMUM INVESTMENT

   1. Gear Investments have a minimum account size of £3,000. You will not be permitted to partake in any portfolio with less than this amount.
   2. You can add to your account regularly with payments of £50 or more.

7. SCOPE OF SERVICES

   1. For the purposes of this Agreement, Gear Investments will provide the following services:
      1. Discretionary investment management of your portfolio, including placing trades on your behalf.
      2. Facilitate payments.
      3. Arrange safekeeping and custody of your assets and investments.
      4. ISA management services together (the “Services”).
   2. We offer discretionary investment management, and our investments may cover all world markets without the geographical spread or type of investment being restricted. We will not accept specific instructions relating to individual investments within the portfolio.
   3. In order to utilise our Services, you will be required to accept the risk profile and characteristics of the portfolio selected. Where additional investment is made into a portfolio, it will be invested and managed in accordance with the risk profile selected.
   4. Where we make a decision to deal on your behalf in relation to your portfolio, we will assess the suitability of the transaction for you based on the information you have provided to us about your knowledge and experience of the investment field relevant to the particular kind of investment, your financial situation and your objectives, in accordance with the relevant FCA Rules.
   5. Our portfolios are managed on a fully discretionary basis to match defined risk profiles. This Service enables us to make investment decisions on your behalf without needing to obtain your approval for those transactions. You will see on your periodic statements the changes that are made. Please see clause 13.3 for further detail on reports.
   6. We will pool (aggregate) your transactions with those of other customers without seeking agreement from you beforehand where we reasonably believe that this is unlikely to disadvantage your overall position, even where it may do so in relation to any specific order.
   7. We are responsible for the provision of post execution Services to you. We have entered into an agreement with SCML as the Custodian of your investments to keep safe, administer and provide execution Services on your and our behalf.
   8. The custody and execution Services provided to you by SCML will be in accordance with instructions submitted by Gear Investments on your behalf. You hereby agree to Gear Investments providing such instructions to SCML on your behalf and acknowledge that such custody services are provided to you by SCML subject to, and in accordance with, SCML’s terms and conditions, which you will be required to accept in order for us to provide our Services to you.
   9. We are not obliged to provide prior notice to you before terminating our relationship with our Custodian or Client Money Bank, or appointing replacement or additional parties. We will notify you of the identity of any replacement we may appoint.

8. INVESTMENT OBJECTIVES AND RISK PROFILE

   1. By indicating your choice of portfolio(s), you are advising us of your investment and risk objectives, which we will use to manage your portfolio.
   2. You must notify us promptly of any material change in your investment objectives, attitude to risk, any individual financial or personal circumstances or knowledge and experience in financial services. Such changes are important and may affect the Services we provide to you. Failure to provide up to date information may impact on our ability to provide Services that correspond with your needs. You will be required to state or restate (as the case may be) your current investment and risk objectives no less than annually.
   3. We will manage your portfolio in accordance with the information in your account on a fully discretionary basis, such that investment decisions will be made in relation to the cash/assets in each portfolio on your behalf. We will take all reasonable steps to manage your portfolio with due care and skill, however, without prejudice to the provisions of clause 21 (Force Majeure), the impact of events and circumstances outside Gear Investments’ control, including but not limited to the ongoing movements in the markets and fluctuations in the value of investments, will not, of themselves, be deemed in contravention of the investment objectives or risk profile of any particular portfolio.
   4. In accordance with the terms and risk profile attributable to any particular portfolio, you grant us full authority, at our sole discretion, to enter into any kind of arrangement or transaction on your behalf including investing in any type of investments or other assets. Unless we have agreed otherwise, there will be no limit on the proportion of your portfolio that we may invest in any one investment, or on the proportion of your portfolio that any one investment may make up, and there will be no limit or restriction on any particular type of investment, or currency, or on the markets on which transactions are carried out.
   5. Unless otherwise expressly agreed in advance in writing, we may deal on any markets or exchanges and with any counterparties that we believe provide the best outcome reasonably available. All transactions will be carried out in accordance with the rules and regulations of the relevant market or exchange, and we may take any steps as may be required or permitted by such rules and regulations and/or by appropriate market practice.
   6. An explanation of the nature and risks of the investments in which you may invest in is set out in Appendix 2 and you should ensure that fully understand such risks before accepting these Terms and Conditions.
   7. We do not provide any guarantee as to the performance of any particular investments or portfolio as a whole.

9. INTEREST AND INCOME

   1. Interest is not currently payable on cash balances held in your account. In the event, this changes we will update our Fees and Charges schedule. If interest becomes payable (either under FCA Rules or by the decision of Gear Investments), it will be held in your account in accordance with FCA client money rules.
   2. We will oversee the collection of income and payment of dividends, which is carried out by SCML.
   3. In accumulation portfolios, income, will be reinvested at the discretion of the investment management team.

10. DEPOSITS

    1. You acknowledge and understand that in order to secure the identity of the sender that SCML will only allow transfers to your Account from your own accounts in other banks. In order to accept such transfers they must receive sufficient information about the transfer, which must include reference to your account from the remitting bank to identify you as the ultimate payer of the transaction and the account holder of the funds remitted.
    2. SCML accepts payment from a personal or joint UK account which you’re authorised to use. Initial funding of your account can only be made by way of a Bank/Wire Transfer. Any subsequent funding can be made by using a Debit card.

11. WITHDRAWALS

    1. When making a withdrawal from the portfolio it must be at least £50.00.
    2. You understand and accept with consideration to outgoing transfer costs, that if the aggregated funds held in your Account (s) amount to less than £100.00, SCML will transfer the aggregated funds.

12. YOUR DUTIES

    1. From the outset of this Agreement and on a continuing basis, you agree that you will be legally bound by the Terms in this Agreement:
       1. You have and will maintain full legal capacity and all necessary authority, permissions and powers, and have taken all necessary action to enable you:
          1. To enter into these Terms lawfully.
          2. To give us orders and instructions.
          3. To enter into any transactions.
          4. To grant any security interests, rights and powers referred to in these Terms.
       2. You shall:
          1. Co-operate with us in all matters relating to the Services
          2. provide us with such information and materials as we may reasonably require in order to supply the Services, and ensure that such information is true and accurate.
       3. The Services we provide in clause 7 are services which you are willing and able to retain in accordance with the investment objectives and risk profile appropriate to your portfolio in accordance with clause 8
       4. You will notify us promptly of any changes to your circumstances or information you provided e.g. your residency, financial circumstances, investment objectives, or attitude to risk.
       5. There is no pending or, to your knowledge, threatened, any action, suit or proceeding before any court, tribunal, governmental body, agency or official, or any arbitrator that purports to affect or is likely to affect, the legality, validity or enforceability against you of these Terms or ability to perform your obligations under these Terms.
       6. You are now and will be at all material times in the future in compliance with all applicable law, rules and regulations concerning the detection of financial crime, prevention of terrorism and anti-money laundering and you acknowledge that any transaction dealt with by us on your instructions will be covered by statutory and other requirements relating to money laundering and combating terrorist financing.
    2. You are wholly responsible for the accuracy of any information that you provide to us, and we accept no liability whatsoever should incorrect data received from you result in financial loss or damage (including any costs, expenses or liabilities) of any kind. You will notify us immediately if you discover that any information we hold for you is obsolete, incorrect, misleading, inconsistent and/or irrelevant in any way.
    3. All tax matters relating to your tax position are your responsibility, and we have no liability towards you with regard to your personal tax position.
    4. As UK or Channel Island residents, your investments will be subject to the UK taxation regime. For UK residents invested in a non-ISA account, the tax will be deducted from any funds we invest in, by the fund provider.
    5. If our performance of any of its obligations under the Agreement is prevented or delayed by any act or omission by you or failure to perform any relevant obligation under these Terms (“Customer Default”):
       1. We shall, without limiting our other rights or remedies, have the right to suspend performance of the Services until you remedy the Customer Default, and to rely on the Customer Default to relieve us from the performance of any of our obligations to the extent the Customer Default prevents or delays our performance of any of our obligations.
       2. We shall not be liable for any costs or losses sustained or incurred by you arising directly or indirectly from our failure or delay to perform any of your obligations as set out in this clause 8.
       3. You will indemnify us against any liability, cost, expense, loss or any damage incurred by us (including but not limited to professional advisors’ fees) arising from your breach of this Agreement, negligence, wilful default or fraud or fraudulent misrepresentation.

13. OUR DUTIES

    1. No provision of this Agreement will be deemed to restrict, qualify or exclude any duty owed to you under FSMA or the FCA Rules. Subject to any duties that we owe you in accordance with any statutory rights that you may have and except to the extent we cannot lawfully exclude or restrict any liability. We do not, however, owe you any further duties except as expressly set out in this clause 8 or elsewhere in this Agreement.
    2. We do NOT provide advice on investments. If you have any questions regarding your investments, including the risks associated with investing in a particular product or market, you should seek independent advice from a suitably qualified professional advisor. This might include, but may not be limited to, financial advice, investment, legal and tax advice. We cannot give you any investment, legal, taxation or other advice in connection with your investments.
    3. We will provide valuation reports on a six monthly basis. A valuation report will include a breakdown of holdings within your account, the current market value, income and interest earned, and fees charged. Details of all transactions carried out on your account by Gear Investments will be shown, as will any cash transactions that you have made to your account. If you want a valuation more regularly than this, you can request a quarterly valuation (every three months) by sending us a message at hello@gearinvestments.com. Tax reports will be available via your online portal on an annual basis and details of all trades Gear Investments have instructed on your behalf will be available to view within 24 hours of each trade occurring.
    4. We will always satisfy ourselves that any person to whom we delegate any of our functions or responsibilities under the terms agreed with you is competent to carry out any of those functions and responsibilities. Where appropriate in light of your account, we may offer to refer you to third parties to provide certain additional services. We will not make any such referral without your agreement. We may also accept referrals of business from third parties.
    5. Any cash from time to time held pursuant to your portfolio(s) will be held by SCML or any other appointed Custodian on your behalf on our instruction in accordance with SCML’s (or the appropriate Custodian’s) terms and conditions and the FCA Rules in one or more segregated accounts.
    6. The FCA, stipulates that financial firms operate in line with the principles known as ‘treating customers fairly’ and ‘fair customer outcomes’. More information outlining these principles can be found on the FCA website at www.fca.gov.uk. We are committed to addressing these principles through the design of our products and Services.
    7. Where we invest in Collective Investment Schemes (which might include unit trusts, investment trusts and open ended investment companies), we may receive a commission from the manager of the Collective Investment Scheme invested in. In such circumstances, we will credit your portfolio with the amount of any such commission.
    8. We are legally obliged to keep your affairs confidential, however, we may be required by statute to make a disclosure to a regulatory body, for instance where we know or suspect that a transaction may involve money laundering or terrorist financing. If we make a disclosure in relation to your matter, we may not be able to tell you that a disclosure has been made. We may have to stop providing Services to you for a period of time and may not be able to tell you why. We accept no liability whatsoever for any loss or damage (including any costs, expenses or liabilities) of any kind incurred by you as a result of having to make such a disclosure or having to stop providing Services to you for such period of time.
    9. We maintain professional indemnity insurance to reflect the nature and scale of our business in accordance with the FCA Rules.
    10. We have in place procedures to comply with the Bribery Act 2010. We treat accusations of bribery and corruption with the utmost seriousness and deal with them accordingly.

14. SECURITY

    1. Your access to our online portal; the “my account” section of our website will be protected via the username and password you are required to create as part of the registration process.
    2. Your username and password are personal to you, and you shall not share your username or password with anyone else. Gear Investments shall not be liable to you for any losses, damages or costs suffered as a result of you sharing your username or password with a third party.
    3. It is your responsibility to keep your password secure and confidential. You must notify us immediately if you learn or suspect that the security of your username or password may have been breached, please notify us immediately by emailing us at hello@gearinvestments.com . If we receive such a notification from you or determine ourselves that the security of your username or password may have been breached, you will not be able to access the online portal until measures have been taken to verify your identity.

15. FEES AND CHARGES

    1. Our fees and charges are calculated on the basis and at the rates shown and are payable as set out in the Fees and Charges Schedule at Appendix 1. We reserve the right to change these rates from time to time and will notify you of any such changes by email.
    2. We may deduct any amounts payable by you to us from your account. Where your account does not hold sufficient cash to pay fees, we will be entitled to sell investments to the extent necessary to cover outstanding amounts due.
    3. We may pay (or receive from third parties), fees in relation to referrals of business to which the provisions of clause 17 (Conflicts of Interest) will apply.

16. YOUR INFORMATION – DATA PROTECTION

    1. Gear Investments will obtain, process, store and use your personal data in accordance with and subject to the DPA 1998.
    2. You and we acknowledge that for the purposes of the DPA 1998, Gear Investments is the Data Controller in respect of any Personal Data. You further acknowledge that SCML may separately be a Data Controller over your Personal Data, in which case, any terms applicable to SCML’s processing of your data shall be set out in their own terms and conditions.
    3. We will only process the Personal Data in accordance with the terms of our Privacy Policy and your instructions from time to time and not for any other purpose.
    4. We will take reasonable steps to ensure the reliability of all of our employees who have access to your Personal Data.
    5. Having regard to the state of technological development and the cost of implementing any measures, we will take appropriate technical and organisational measures against the unauthorised or unlawful processing of Personal Data and against the accidental loss or destruction of, or damage to, Personal Data to ensure a level of security appropriate to the harm that might result from such unauthorised or unlawful processing or accidental loss, destruction or damage
    6. We may authorise a third party subcontractor to process your Personal Data provided that the subcontractors’ contract is on terms which are substantially the same as those set out in this Agreement; and terminates automatically on termination of this Agreement for any reason.
    7. You authorise us to use any of your personal information which is relevant to our provision of Services to you for all reasonable purposes in relation to your investments. We may retain and continue to process your personal information after the termination of this Agreement or any other agreement between you and us for such time as is reasonable and/or required under the DPA; Money Laundering Regulations 2007; FCA Rules; or any other Applicable Law. Your personal information may be transferred or disclosed to and/or by third parties where necessary for the delivery of Services to you in order that we can provide Services to you and to discharge our obligations to third parties, including relevant stock exchanges, government agencies and regulators. Your personal information may be transferred outside of the European Economic Area provided that any such transferred Personal Data shall be held and protected at standards no less than those required under the DPA 1998.
    8. You agree that, at any time and in order to comply with Applicable Law, we may send your information to credit reference and or fraud prevention or similar agencies that help us and others make credit decisions and which carry out identity, fraud prevention or credit control checks to help reduce the incidence of fraud. We will be supplied with credit information (although we do not offer lines of credit) as well as information from the electoral register. The agency will record the details of the search, irrespective of whether we accept your application. We may use automated credit scoring methods to assess your application and verify your identity.
    9. 16.9 You authorise us to use any of your personal information which is relevant to our provision of Services to you for all reasonable purposes in relation to your investments. We may retain and continue to process your personal information after the termination of this Agreement or any other agreement between you and us in accordance with the DPA 1998. Your personal information may be processed, transferred or disclosed to and/or by third parties where necessary to enable us to provide Services to you.   Gear Investments will retain your information in a confidential manner. In the performance of its Services under this Agreement, Gear Investments may be required or deem it necessary to disclose information relating to you to a third party where:
       1. Required to do so by the FCA or any relevant regulatory authority where they are entitled to require disclosure.
       2. Required to do so in order to meet Applicable Law, the order of a Court or market rules and codes of practice applicable to the circumstances at the time.
       3. Where Gear Investments deems it necessary in order to investigate or prevent fraud or activities believed to be illegal or otherwise in breach of Applicable Law.
       4. Necessary in order to instruct or retain third parties for the performance of its obligations under these terms.
    10. Outside of contacting you about your Gear Investments account, we may use your personal information to contact you in respect of our other products and services as well as to notify you of any special offer, news or competitions. If you do not want us to use your personal information to contact you with information in relation to our other products and services, please notify the Data Protection Officer at hello@gearinvestments.com or, or you can choose to unsubscribe from email communication by clicking ‘unsubscribe’ from the email footer.
    11. Under current legislation, you can request copies of any personal information held by Gear Investments and SCML or any service provider we appoint to provide you with the Services under this Agreement by sending Gear Investments an email entitled ‘Subject Access Request’, detailing the information that you are looking for. We are entitled to charge a reasonable fee for providing you with this information, the charge is £10 per request. We will typically respond within twenty (20) Business Days, whereupon you should notify us if any of the information held is incorrect.
    12. We do not provide copies of information to you financial advisers.

17. CONFLICTS OF INTEREST

    1. Occasions may arise where Gear Investments, one of our affiliates or one of our customers have some form of interest in business being transacted by you and a conflict of interest may arise. Our Conflicts of Interest Policy detailed in Appendix 3 is an important aspect of our procedures.
    2. We will manage any such conflict, or potential conflict to ensure that it does not materially affect the transactions we carry out for you. In accordance with our Conflicts of Interest Policy, we will inform you if we consider that we cannot adequately manage a conflict sets out the types of actual or potential conflicts of interest which may arise given the nature of our business and provides details of how these are managed. Further details and updates of this Policy can be provided upon request.

18. LIABILITY

    1. No provision of this Agreement will be deemed to restrict, qualify or exclude any duty owed to you under the FSMA or the FCA Rules.
    2. Subject to clause 18.3, we will not be liable for any loss or damage of any kind that is attributable to:
       1. Our failure to take any action which, in our opinion, might breach an applicable FCA Rule or any other Applicable Law, or any action taken in order to comply with Applicable Law or the requirements of any market
       2. Any Force Majeure Event, as set out in clause 21
       3. Any fall in the value of investments (including, without limitation, those which may occur due to delays during the process of verifying your identity in compliance with money laundering regulations).
       4. Any reasonable refusal or failure to accept and/or execute any investment on your behalf
       5. Our reasonable reliance on any information, instructions, notices or communications that we believe to be from you and/or a person authorised by you to give the same, including any person authorised to give instructions in respect of your portfolio.
    3. We accept responsibility for any loss, damages or costs suffered or incurred by you only to the extent that such loss arises directly from our negligence, wilful default, breach of contract, fraud, fraudulent misrepresentation and/or our deliberate and wilful breach of any duties which we owe you under FSMA, FCA Rules or any Applicable Law. We will not be liable for any other losses, damages or costs suffered or incurred by you. Nothing in these Terms require you to compensate us to any extent prohibited by Applicable Law.
    4. We will take reasonable care in the assessment and appointment of Custodians, bankers, counterparties, agents and other third parties. Subject to the performance of that duty we will not be liable for any losses, damages or costs suffered or incurred by you that is attributable to the performance of any third party involved in the provision of the Services including but not limited to SCML.
    5. All tax matters relating to your own tax position are your own responsibility and we have no responsibility towards you with regard to your personal tax position.
    6. You will be liable to us for any cost, expense, loss or any damage incurred by us (including but not limited to professional advisors’ fees) arising from your breach of this Agreement, negligence, wilful default or fraud.
    7. Subject to any duties that we owe you in accordance with any statutory rights that you may have and except to the extent we cannot lawfully exclude or restrict any liability therefor, we do not owe you any further duties except as expressly set out in this Agreement.

19. “COOLING-OFF” PERIOD – CANCELLATION

    1. You have a period of fourteen (14) calendar days, beginning on the date on which you accept these Terms to cancel your portfolio(s). If you wish to do this, you will need to provide us with clear notice in writing of your decision to cancel the Terms, which notice must be posted to us prior to the end of the 14-day cancellation period. You are not required to give us any reason for exercising your right to cancel.
    2. In the event of your cancellation under this clause 19, all instructions to buy or sell investments which are pending at the time of receipt of your notice to cancel, will be binding. We will sell any investments made on your behalf, but will not be responsible for any trades that have occurred on your portfolio prior to the date of cancellation, or for any market loss that you may incur as a result of your cancellation.
    3. 19.3 If you cancel these Terms within the cancellation period, we will refund any relevant fees received by us pursuant to these Terms (in the event of full cancellation), except that you agree that you shall be pay to us any applicable amounts:
       1. For any Service actually provided by us in accordance with these Terms and our Interest and Charges Schedule, where you have expressly requested such performance (such as, for example, where we have provided custody of your assets and are due a custody fee in accordance with the Interest and Charges Schedule).
       2. For any loss under a contract caused by market movements that we would reasonably incur in cancelling it, as any such market movements will be outside of our control.
       3. For any other fees or charges due to us.
    4. Any attempt to cancel your portfolio(s) more than fourteen (14) calendar days after the date that the Terms become effective must be in accordance with the general termination provisions set out in clause 20, and in any event, you will not be refunded any associated fees.

20. TERMINATION

    1. You may terminate this Agreement at any time, to take effect thirty (30) days after we receive notice from you at hello@gearinvestments.com, subject to the settlement of all outstanding transactions. The charges as outlined in the Fees and Charges Schedule will apply. We may pass on to you charges levied by third parties as a result of the termination of this Agreement. Transactions already in progress will be completed in the normal course of business.
    2. We may terminate this Agreement by giving you thirty (30) business days’ notice by email, subject to the settlement of all outstanding transactions, unless a shorter period of notice is required in order to comply with Applicable Law. Payment of any fees, charges and expenses which you owe to us under these Terms which will become due and payable at the expiry of this notice period.
    3. No additional amount will be payable solely for terminating the Agreement, except that you will pay a due proportion of our fees to the date of termination, the transfer charges as outlined in the relevant Fees and Charges Schedule, any expenses reasonably incurred by us in giving effect to such termination and any losses incurred in settling or concluding outstanding obligations. We may deduct these fees and expenses from any money forming part of your portfolio(s) and/or sell sufficient assets from your portfolio(s) to cover such fees and expenses.
    4. On termination of this Agreement, we will, following payment in accordance with clause 20.3 and settlement of all outstanding transactions, re-register your assets and transfer your cash as you reasonably request. If you make no reasonable request we will take steps to re-register your assets in your name and to transfer your cash to you at our discretion.
    5. We will mark any account as dormant if it has been inactive for at least one year to protect both you and us. If you ask us, we will tell you how you can access your account. If you have money in a dormant account, it will remain your property (or if you die it will form part of your estate. Please see clause 24 in this regard).
    6. You may close your account and terminate this Agreement at any time by closing your account on our website. We will notify SCML of your decision to terminate the Agreement, and your account will terminate immediately upon receipt by SCML of our notification of termination of your account.
    7. We may terminate the Agreement immediately by giving you notice via email in the following circumstances:
       1. In the event of a breach of the Agreement by you
       2. Where any circumstance arises which, in our reasonable opinion, could cause a breach of the FCA Rules or any Applicable Law
       3. Where we believe it is necessary to limit or protect its own financial exposure.
    8. Subject to any other provisions in these Terms, the process of closing your account shall be as follows:
       1. We will close the account as instructed
       2. We will return any cash held in the account
       3. We will transfer your investments to another regulated financial services firm as nominated and instructed in accordance with these Terms
       4. We will sell your investments and return the cash proceeds from such sale, if told to do so.
    9. Termination of this Agreement by us or you shall not affect any rights or obligations which have already arisen, for example, to settle transactions effected prior to the date of termination and/or to satisfy any liabilities or obligations owed to us. This shall include the making of any payments due, in respect of which we shall be entitled to retain any of your monies or assets and apply them to or towards satisfaction of such liabilities and obligations. We shall also continue to have the right to disclose information, where required, to a UK or overseas regulator.

21. FORCE MAJEURE

    1. “Force Majeure Event” means any circumstance not within a party’s reasonable control including, without limitation:
       1. Acts of God, flood, drought, earthquake or other natural disaster.
       2. Changes in Applicable Law, governmental, regulatory or judicial changes.
       3. Currency restrictions.
       4. Breakdown in market systems or infrastructure (including of trading, clearing house, market participant or counterparty).
       5. Epidemic or pandemic.
       6. Terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations.
       7. Nuclear, chemical or biological contamination or sonic boom
       8. Any law or any action taken by a government or public authority, including without limitation imposing an export or import restriction, quota or prohibition, or failing to grant a necessary licence or consent.
       9. Collapse of buildings, fire, explosion or accident.
       10. Any labour or trade dispute, strikes, industrial action or lockouts.
       11. Failure, breakdown or disruption of electronic communications or other communications or computer service.
       12. Non-performance by counterparties, suppliers or subcontractors.
       13. Interruption or failure of utility service.
    2. Provided we have complied with clause 21.3, if we are prevented, hindered or delayed in or from performing any of our obligations under this Agreement by a Force Majeure Event. Gear Investments shall not be in breach of this Agreement or otherwise liable for any such failure or delay in the performance of such obligations. The time for performance of such obligations shall be extended accordingly.
    3. As soon as reasonably practicable after the start of the Force Majeure Event, we shall notify you in writing of the Force Majeure Event, the date on which it started, its likely or potential duration, and the effect of the Force Majeure Event on our ability to perform any of our obligations under the Agreement; and use all reasonable endeavours to mitigate the effect of the Force Majeure Event on the performance of our obligations.
    4. If the Force Majeure Event prevents, hinders or delays our performance of its obligations for a continuous period of more than four weeks, either party may terminate this Agreement by giving one week’s written notice to the other.
22. VARIATION   Gear Investments may amend these Terms where we have a valid reason for doing so. Notification of amendments will be provided to you via email before they are due to take effect. Changes will typically take effect ten (10) calendar days after the notice has been sent to you (unless a later date is provided for in the notice), however if we are required to amend this Agreement for reasons of compliance with the FCA Rules, or any other applicable law or regulation, we may do so with immediate effect. Any amendment to these Terms will not apply retrospectively unless required by Applicable Law. You will not normally be required to sign new agreements or consent to proposed amendments which will take effect as described above. If, as a result of the amendments we make to these Terms or any amendments SCML may make to its own legal terms, you wish to close your account with us, you may do so in accordance with clause 20.

23. ASSIGNMENT

    1. You do not have the right to assign or otherwise transfer to any other party your rights or obligations under this Agreement.
    2. We may assign our rights and obligations under this Agreement at any time. If this occurs, you will be notified by email. Where we do this, you authorise us to transfer any of your money/assets held by us or on our behalf to the third party, or someone nominated by that person. We will only transfer your money and/or assets to another person who we reasonably believe will hold them under the FCA Rules or in respect of whom we have exercised all required due skill, care and diligence in assessing whether that person will apply adequate measures to protect it. Where we intend to do this, we will give you at least ten (10) Business Days prior written notice. If you object to such an assignment, you may terminate these Terms and close your account with us in accordance with clause 20.

24. CIRCUMSTANCES ON DEATH

    1. Should you pass away whilst holding a portfolio with us, we will need to receive notification as soon as possible. Gear Investments requires official evidence of registration of death such as a registrar’s certified copy of the death certificate.
    2. Upon receipt of evidence of your death, your investments will be frozen and will not be subject to any further rebalancing or changes. We will not be liable for any losses incurred while the account is frozen.
    3. Your account will continue to incur fees at the normal rate, even when frozen. Fees will be taken from the available cash balance. If there is insufficient cash available, we will sell down investments at our discretion to cover fees owed.
    4. After freezing assets, we will await receipt of a letter of administration or probate to determine what to do with the assets.
25. THIRD PARTIES   A person who is not a party to the Agreement will not have any benefits under the Contracts (Rights of Third Parties) Act 1999 and will not have any rights to enforce its terms.
26. ENTIRE AGREEMENT   This Agreement constitutes the entire agreement between you and us and supersedes and extinguishes all previous agreements and arrangements between us, whether written or oral, relating to its subject matter. You acknowledge that you have not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of us which is not set out in the Agreement.

27. COMPLAINTS AND COMPENSATION

    1. If you wish to make a complaint in relation to Gear Investments services, please refer to our Complaints Policy.
    2. Should you have any complaints in relation to the Services, please notify us by emailing our Customer Support team at hello@gearinvestments.com. We will aim to acknowledge your complaint promptly, investigate the circumstances and report the results to you.
    3. If your complaint is unresolved 8 weeks from the date you first made the complaint you may refer it directly to The Financial Ombudsman Service (“FOS”). The address of FOS is Exchange Tower, London E14 9SR www.financial-ombudsman.org.uk.
    4. We are covered by the Financial Services Compensation Scheme (FSCS). This means that in the event that we have stopped trading or are declared to be in default and cannot meet our obligations, you may be able to claim compensation. Whether compensation is available to you will depend upon the type of business and the circumstances of your particular claim. The FSCS offers different levels of cover for different types of business. Most types of investment business are currently covered for 100% of the first £50,000. Further information about compensation arrangements is available from the FSCS ( www.fscs.org.uk).
    5. In the event that an investment is unable to meet its obligations, this will not in itself entitle investors to compensation from the FSCS. Likewise if the performance of a fund does not match any illustrated benefits, investors will not, for that reason alone, be entitled to any compensation under the FSCS..

28. JURISDICTION AND GOVERNING LAW

    1. This Agreement and any dispute or claim arising out of or in connection with it (including non-contractual disputes or claims) will be governed by and construed in accordance with the law of England and Wales.
    2. The parties irrevocably agree that the courts of England and Wales will have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Agreement (including non-contractual disputes or claims).

29. ADDITIONAL TERMS FOR CUSTOMERS WITH STOCKS & SHARES ISAs

    1. This section contains additional terms and conditions applicable to the Stocks and Shares ISA.
    2. It should be read in conjunction with our Terms and Conditions for the provision of investment services. The Agreement for your Stocks and Shares ISA will consist of your Account, the Terms and Conditions, these Additional Terms and the Stocks and Shares ISA Application Form on the website and/or the ISA Transfer Form.

30. IMPORTANT INFORMATION

    1. You are subscribing to a Stocks and Shares ISA for the current tax year and each subsequent tax year by sending funds from your bank or transferring a current tax year ISA.
    2. You can only subscribe to one Stocks and Shares ISA within each tax year..
    3. To subscribe for a Stocks and Shares ISA you have to be a UK resident and aged 18 or over.
    4. This agreement will commence on the day we have both a valid application and receipt of your first subscription, or where you are transferring to us from another ISA manager, on the day we have both a valid transfer application form and receipt of the proceeds of transfer from your previous ISA manager.
    5. This is NOT a flexible ISA product, so if you withdraw the funds from your ISA, that portion of your allowance remains used up.

31. INVESTMENT STRATEGY

    1. Your Stocks and Shares ISA will be invested on a discretionary basis in accordance with your Objectives set out by you in your Account subject always to the requirements of HM Revenue & Customs (“HMRC”).

32. WITHDRAWING YOUR ISA INVESTMENT

    1. You will not incur tax liabilities by withdrawing. We will send an acknowledgement of your instructions to you at the email address you designate in your Account.
    2. 32. You are entitled to close and/or transfer any New Stocks and Shares ISA(“NISA”) holding opened in your name by SCML whenever you want, in part or in full in accordance with paragraph 9 of SCML ISA Terms and Conditions as set in Appendix 1 of these terms.
    3. At your request, we will transfer all or part of your ISA investments (with the associated rights and obligations) to another ISA manager, subject to HMRC’s ISA transfer rules.

33. ISA REGULATIONS

    1. You authorise us to disclose to HMRC all such information as required by law. We will notify you by email if, by reason of any failure to satisfy the provisions of the Regulations, your Stocks and Shares ISA becomes void.

34. DELEGATION

    1. We will satisfy ourselves that any person to whom we delegate any of our functions or responsibilities under the terms agreed with you is competent to carry out any of those functions and responsibilities.

35. TIMING

    1. These terms and conditions are effective from 17 March 2017.

Appendix 1: FEES AND CHARGES IMPORTANT: THE FEES AND CHARGES OUTLINED IN THIS APPENDIX INCLUDE THE CHARGES PAYABLE TO BOTH GEAR INVESTMENTS AND SCML.  

1. ANNUAL MANAGEMENT FEE
   1. Gear Investments charge an annual management fee. Our fee is based on a percentage of the money you have invested with us. It includes all costs associated with the daily maintenance and management of your portfolio(s) and includes VAT where applicable. It also includes SCML’s custody and transaction fees. Please note that while we quote the fee as ‘annual’, it is taken monthly in arrears. We will deduct the fee directly from your account, so you do not have to set up a monthly payment to us. Fees will be debited on or before the 28th day of each following month and will be clearly marked on your statements.
   2. You will only be charged fees on the money in your account, so if you added £10,000 halfway through the month, you would only be charged for the time it was invested with us during that month. The value of your investment is the combined value of all the portfolios you hold with us.
   3. Please note that fees can be changed at our discretion. We will notify customers of any changes to their charges with at least 30 days’ written notice.
2. FUND CHARGES Your money is invested in a number of carefully selected low-cost funds, each which incurs a small charge. This is taken directly from the fund at source and goes to the fund provider. So while you do not pay the charge directly, it will affect your overall return.
3. SUBJECT ACCESS REQUESTS Under current legislation, you are able to request to see any personal information which we hold about you. If you wish to see the information Gear Investments and SCML hold, there is a charge of £10 per request.
4. TRANSFERS Extra charges will be payable if you decided to transfer your investments to us, or from us to another provider. In the majority of cases, Gear Investments invests in dematerialised instruments. If a foreign exchange transaction is required, you can transfer cash in a different currency to your Saxo account currency (i.e. GBP). Please note that it will be converted at the FX Spot rate, minus 0.5% conversion fee.
   1. Transfer in of dematerialised instruments Free
   2. Transfer out (Dematerialised instruments) 50 EURO per ISIN (MAX 160 EUROS)
   3. Prices available on request, typically £25 on average
5. OTHERS CHARGES Annual Reports and Accounts for stocks can be provided for £25.00 per report.

APPENDIX 2: RISK WARNING For your information, Gear Investments have provided a summary of the main risks that are associated with investing and opening an account with us. This list is not comprehensive but should act as a guide for you to better understand the risks involved.  

1. NO ADVICE We do not provide investment advice and shall not at any time be under any duty to provide any such advice, and shall not be regarded as having done so. You are solely responsible for seeking your own advice and making your own independent assessment of the risks of transactions. Gear Investments have not undertaken any assessment whatsoever of your personal circumstances and will not make any personal recommendation to you.   If you are unsure on any matter, you should take independent professional advice, such as financial advice, legal and tax advice in relation to your individual circumstances and requirements.
2. INVESTMENT VALUE The value of your investment is not guaranteed and prices may go up as well as down. You may get back less than the amount that you originally invested. The main general risks associated with investing are as follows:
   1. Past performance is not an indicator of future performance.
   2. The value of investments may go down as well as up.
   3. You are not certain to make a profit. You may make a loss. You may lose your entire investment.
   4. The price or value of investments may fluctuate significantly.
   5. If there are income distributions, they may also fluctuate significantly.
   6. Market conditions may limit the ability for the investment manager to trade and/or adversely affect the price of an asset.
   7. Investments in non-UK markets are subject to exchange rate fluctuations.
3. MARKET RISK External factors may cause the value of your investments to fall. You are not certain to make a profit. You may make a loss. You may lose your entire investment.
4. INFLATION RISK If the value of your investment changes by less than the rate of inflation, it will have less buying power in the future.
5. TAX RISK All UK residents are subject to the UK taxation regime. All offshore residents are subject to their local tax regimes. As a result of using our Services, your tax position may change. Levels of tax, tax rules and tax relief are subject to change. You have sole responsibility for the management of your legal and tax affairs, and if you are unclear as to what your position is, you should seek professional advice.
6. LIQUIDITY RISK Gear Investments endeavour to ensure we only invest in liquid instruments which trade frequently and are easy to sell. Despite our best efforts, it is possible that market conditions may make it difficult to sell a position.
7. MANAGER RISK We provide discretionary investment management, where your investments are managed by Gear Investments. This means that we have discretion over both asset allocation and security selection in relation to the assets held for you. This means that your portfolio and its performance will be specific to you, even when compared to a portfolio with a broadly similar mandate.

APPENDIX 3: CONFLICT OF INTEREST Gear Investments have a Compliance department which is responsible for ensuring that control structures and procedures within Gear Investments are adequate to ensure compliance with all relevant laws, regulations, codes and practices relating to its business activities. We are committed to taking measures to recognise, supervise, examine and resolve conflicts of interest. We recognise that it is not possible to eliminate all sources of conflict of interest; however, safeguarding customers’ welfare remains our primary objective. This policy encompasses the relationships with customers and third party contacts. We consider a conflict of interest as either arising between us and you as a customer; or between yourself and another customer where your interests are materially affected. Our Compliance Department is responsible for: Maintaining and operating effective organisational and administrative arrangements with a view to taking all reasonable steps to prevent conflicts of interest from giving rise to a material risk of damage to the interests of clients. Establishing, implementing and maintaining an effective written conflicts of interest policy which takes into account any circumstances, of which the firm is, or should be aware of, that give rise to a conflict of interest arising as a result of the structure and business activities of the firm. The types of conflicts of interest which may arise include, but are not limited to the following:

1. Acting for more than one customer in a transaction.
2. Receiving gifts or entertainment which could conflict with our duties to you.
3. Employees pursuing activities or personal relationships potentially detrimental to you.
4. Holding information on other customers that would affect you or them if it was disclosed.
5. Personal account holdings in investments being recommended by us.

If a Gear Investments’ employee has an interest in the outcome of a Service provided to the client or of a transaction carried out on behalf of the client, which is distinct from the client’s interest in that outcome. If a Gear Investments employee has a financial or other incentive to favour the interest of another client or group of clients over the interests of the client. We are committed to operating in the best interests of our clients and managing conflicts of interest fairly. Where we have a material interest or a conflict of interest, we may not knowingly deal or advise unless it has taken reasonable steps to ensure fair treatment for our clients. Our protocols are considered by us to satisfactorily allow us to act without bias to prohibit damage to your interests. At all times stringent criteria to address and resolve conflicts is followed. Protocols have been developed and introduced to manage conflicts of interest. Our employees are provided with relevant training about the protocols and standards of conduct expected thereafter. Our management remain responsible for ensuring the protocols and resources are sufficient to identify and attend to a conflict as it may arise. Where we are unable to resolve a conflict of interest we will notify you formally by email, from which you can evaluate whether it is appropriate to continue using our Services in respect of the pertinent conflict.