Trustnet Direct Investor Terms and Conditions
SECTION A General Terms and Conditions
1 Introduction
1.1 Trustnet Direct is a trading name of Trustnet Limited, which is authorised and regulated by the Financial
Conduct Authority (with firm registration number 209967) and for the purposes of its transactional service is a
trading name of Interactive Investor Trading Limited (IITL) which is authorised and regulated by the Financial
Conduct Authority (with firm registration number 190551) and is an HMRC approved ISA plan manager. IITL is a
company incorporated in England with Company Number 0369918 and having its registered office at Standon
House, 21 Mansell Street, London, E1 8AA. Our telephone number is 0845 204 88 00.
1.2 These terms use a number of capitalised words and phrases and the meaning given to such words and
phrases are set out in paragraph 2 below.
1.3 References to “Clauses” in this Section A shall be to clauses in section A of these terms unless specifically
stated otherwise.
1.4 These terms are divided up as follows:
1.
Section A - general terms applicable to all Trustnet Direct Accounts;
2.
Section B - additional terms applicable to our Trustnet Direct Regular Investing service;
3.
Section C - additional terms applicable to our Dividend Reinvestment Plan service; and
4.
Section D - additional terms applicable to our Trustnet Direct Individual Saving Account (ISA).
1.5 The legal agreement (the “Agreement”) between you, the client, and us, Trustnet Direct, will be made up of:
1.
these terms;
2.
the SIPP Terms and Conditions (to the extent applicable to you);
3.
any information contained on the Website which is explicitly stated to form part of our Agreement with
you including, without limitation, the Risk Warnings; our Order Execution Policy, our Conflicts of Interest
Policy and our Privacy Policy (Website Data Protection and Privacy Statement);
4.
any further terms agreed between us in writing in relation to our services; and
5.
the terms relating to our charges, commissions, tariffs and interest rates that we give you or tell you
about when we agree to provide you with a particular service or which are provided to you on our
Website; in each case as amended from time to time in accordance with the terms of the Agreement.
1.6 The Agreement comes into effect when we start providing any part of the Trustnet Direct Service to you. You
should carefully read, and be sure that you fully understand, the Agreement and any words and phrases relating
to trading Investments on the stock markets used in the Agreement. If you have any doubts in relation to the
consequences of entering into this legally binding Agreement you should take legal advice.
1.7 For the purposes of the FCA Rules, we will treat you as a Retail Client unless we agree with you otherwise.
1.8 All communication between us and you, either oral or written, will be in the English language.
1.9 Please note that the Trustnet Direct Share Dealing Service is operated by IITL under the Trustnet Direct
brand. Trustnet Direct Limited has entered into arrangements with Interactive IITL to specify in detail the nature
and standard of services to be provided to you. It will provide the interface between you and IITL via its website
(www.trustnetdirect.com). IITL will provide the clearing, settlement, custody and brokerage services to you.
2 Definitions
2.1 In these terms the following words and phrases have the special meanings set out below:
Approved Bank
means a bank authorised by an applicable regulator to accept deposits
Cash Account or CA
means a part of an Trustnet Direct Account used to hold cash pending investment
Charges
means the fees and charges payable in respect of your Trustnet Direct Account as detailed on the Website.
Charges may be amended from time to time in accordance with the Agreement
Client Money Rules
means the FCA’s requirements relating to holding client money as set out in the FCA Rules
Complex Instruments
means Investments which are, by their nature, relatively complex (including derivatives, Warrants, options and
futures) which, in our opinion, do not fall within the definition of “Non-complex Instruments” as set out in MiFID
Conflicts of Interest Policy
means our policy on the identification and management of conflicts of interest, a summary of which is available
on our Website
Contract Note
means the record, either provided in paper form or electronically, detailing a Trade or Trades, including applicable
dealing costs and charges and the total amount payable by or to you in respect of such Trade or Trades
Cookies
shall be given the meaning set out in Clause 18.10
Corporate Action
means a rights issue, take-over, merger, capital reorganisation, conversion, subscription rights or similar event
affecting any Investments held for you
CREST
means the electronic system for Settlement and custody for shares traded on the LSE and other Exchanges
Debit Card
means a card through which money can be deducted from your Nominated Bank Account and which is
acceptable to us in our discretion
De Minimis
Amount means the de minimis level of cash funds or value of Investments that may be held in your Trustnet
Direct account, as set out on our Website
Dividend Reinvestment Plan (DRIP)
means the service we currently provide as part of the Trustnet Direct Service whereby you can use cash
dividends received on a DRIP Eligible Investment (as such term is defined in Section C of these terms) held by
you to purchase further shares/units of that DRIP Eligible Investment, as more fully described in Section C of
these terms
Exchanges
this includes regulated and designated markets, such as the LSE, which bring together buyers and sellers of
Investments (including Retail Service Providers (being firms that, in basic terms, provides a price feed for an
online electronic quoting system used in executing certain Trades) and Market Makers (being, in basic terms,
firms who make markets in certain Investments and who play a role in providing liquidity in the markets).
FCA
means our regulator, the Financial Conduct Authority or its successor bodies
FCA Rules
means the rules of the FCA contained in the FCA Handbook of rules then in force
General Terms and Conditions
means the terms and conditions set out in Section A of these terms
HMRC
means HM Revenue & Customs in the UK or its successor bodies
Income
means money received from dividends, interest, (including interest on cash held by us) or distributions from
Investments held for you in your Trustnet Direct Account
Trustnet Direct Account
means an account you hold with us in connection with the Agreement as described in Clause 3. This may
encompass your Trustnet Direct General Investment Account (GIA), your Trustnet Direct ISA account and your
Trustnet Direct SIPP account (to the extent that you hold such accounts)
Trustnet Direct Regular Investment Programme
means the service we currently provide as part of the Trustnet Direct Service whereby regular purchases of
Investments can be made from available cash in your CA, as more fully described in Section B of the terms
Trustnet Direct Service
means the services that we provide in accordance with the Agreement and as described, in general terms, in
Clause 3
Trustnet Direct SIPP
means the Trustnet Direct SIPP, a self invested pension plan made available through the Trustnet Direct Service
Trustnet Direct General Investment Account (GIA)
means a general account that you may hold with us through which Trading in Investments can be effected and
encompassing your Cash Account, Nominee and Safe Custody services as described in Clause 3
Investment
means the investments that you can hold and Trade through your Trustnet Direct Account, as we may determine
from time to time at our discretion and as detailed on our Website
LSE
is London Stock Exchange plc
MiFiD
means the Markets In Financial Instruments Directive (Commission Directive No. 2006/73/EC implementing
Directive 2004/39/EC of the European Parliament and of the Council) as amended from time to time
Mobile Device
is a portable electronic device which allows you to process, receive and send data without the need to maintain a
wired connection with the internet
Nominated Bank Account
is your personal bank, building society or savings account (denominated in Sterling or in such other currency that
we may in our discretion permit and registered in the UK) that you have nominated and that we will electronically
debit (using direct debit instruction or a Debit Card) or credit (via BACS (being the Bankers Automated Clearing
System) or Debit Card). Your Nominated Bank Account must be in your name or held jointly by you.
Nominee
means Investor Nominees Limited, the nominee company owned by IITL and in whose name certain of your
Investments will be registered or held to its order, or any successor or alternative nominee company we may
appoint from time to time
Non-UK Investments
means Investments where the relevant Trade is effected on an Exchange situated outside the UK
Order Execution Policy
means the execution policy setting out the arrangements we have adopted to ensure that your orders achieve the
best possible result. A summary of our current Order Execution Policy is available on our Website
Personal Information
means information that relates to a living individual who can be identified from that information or from that
information and other information that is held by, or is likely to be held by, us or any members of our corporate
group
PIN
is your Personal Identification Number
Privacy Policy
means our policy relating to the collection and use of Personal Information described at Clause 18.2, the latest
version of which is available on the Website
Retail Client
is defined under FCA Rules as a customer who is not a professional client or an eligible counterparty (as such
terms are defined in the FCA Rules)
Risk Warnings
means the risk warnings in relation to Investments either contained in these terms or displayed on our Website
Safe Custody
means the safeguarding and administration of Investments held in trust for you in the name of the Nominee, or to
its order
Settlement
means the delivery of Investments to the buyer and the delivery of the purchase consideration to the seller either
via an Exchange or through a Settlement system such as CREST
SIPP Terms and Conditions
means the terms and conditions from time to time of the Trustnet Direct SIPP which are provided as a separate
document rather than as part of these terms
SMS
means Short Message System and is a mechanism enabling text messages to be received and/or sent by a
Mobile Device
Takeover Panel
means the Panel on Takeovers and Mergers in the UK or any successor body thereto
Takeover Panel’s Disclosure Table
means the table maintained by the Takeover Panel in relation to dealings in Investments that require to be
disclosed under the rules contained in the City Code of Takeovers and Mergers
Tax Year
runs from 6th April of one year to 5th April of the next
Trade or Trading
means the purchase of or sale of or subscription for Investments by you through the Trustnet Direct Service
Trading Parameters
means limit orders, stop loss orders, target setting, range trading, price locking and other similar facilities that
may be available as part of your Trustnet Direct Account from time to time (further details of which are given on
our Website)
Trading Period
shall be given the meaning set out in Clause 6.4
Trustnet Direct Share Dealing Service
the service that we provide via the Website in accordance with these conditions, as
described in condition 1.9; the Trustnet Direct Share Dealing Service is operated by IITL
under the Trustnet Direct brand
UK
means the United Kingdom of Great Britain and Northern Ireland
Us/we/our
means IITL, who own and operate the Website through which the Trustnet Direct Service is provided. We are
approved as an ISA Manager by HM Revenue & Customs.
Warrant
gives the holder the right (but not the obligation) to subscribe for shares to which that warrant relates
Website
means our website at www.trustnetdirect.com or any other Internet address which we may notify to you from time
to time
Working Day
means any day other than a Saturday, Sunday, or a bank holiday in England
You/your
means any person entering into the Agreement with us
2.2 In these terms:
1.
references to the singular includes the plural and vice versa; and
2.
headings are for reference only and shall not affect the construction of these terms.
3 The Trustnet Direct Trading Services
3.1 The General Terms and Conditions set out in this Section A of these terms apply to any dealing account you
have with us.
3.2 The main service provided is execution only Trading in Investments being buying, selling or subscribing for
certain types of Investments described on the Website. This means we will not give you any form of investment,
taxation or other advice, or advise you about the merits of a particular Trade or a particular Investment. In the
provision of this service, we are not required to assess the suitability for you of the investments or services
provided or offered and therefore you will not benefit from the protection of the FCA Rules on assessing
suitability. (An assessment of suitability takes into account an investor’s knowledge and experience, financial
situation and investment objectives and only applies when a firm makes a personal recommendation or manages
investments). If you need advice, you should consult an appropriately qualified FCA regulated financial adviser.
3.3 The Trustnet Direct Service is made available through the Website and we may, at our discretion, make the
service, or part thereof, accessible through Mobile Devices.
3.4 The Trustnet Direct Account can hold both Investments and/or cash and where relevant we will maintain
separate records of these for you. Details of how such cash and Investments are held are set out in Clause 8
below. The Investments that are available to hold and Trade through your Trustnet Direct Account, and the
services that are available in respect of particular Investments, are detailed on our Website and may be amended
from time to time at our discretion. (For example, certain Investments may be designated as “sell only” which
means that you can effect sale Trades in respect of such Investments but may not purchase them through your
Trustnet Direct Account.)
3.5 We will carry out each Trade in accordance with the FCA Rules and the rules and market practices of any
Exchange on which we carry out that Trade.
3.6 Certain countries have local laws or regulations that may prohibit you from using the Trustnet Direct Service.
We are unable to offer the Trustnet Direct Service in these countries and the Website is intended for use by UK
residents only.
4 Opening Your Trustnet Direct Account
4.1 You must be 18 years of age or over and be resident in the UK or if not resident, be performing duties as a
crown employee serving overseas and paid out of the public revenue of the UK (typically a serving member of
the armed forces, or a diplomat) or be married to, or in a civil partnership with, such a person. You must
immediately inform us if you cease to be resident in the UK or if you cease to be performing duties as a crown
employee serving overseas and paid out of the public revenue of the UK or be married to, or in a civil partnership
with, such a person.
For the avoidance of doubt, we will not accept any applications from a US person as defined under US IRS rules.
4.2 We will not knowingly accept instructions to open a Trustnet Direct Account from a corporate body or
investment club, except to the extent that is necessary to enable you to close or transfer your Trustnet Direct
Account.
4.3 When you apply to become a client of Trustnet Direct, you will be asked to select a unique username,
password and PIN. This information should be kept confidential and can be used to access the Trustnet Direct
Service. We will also allocate to you a personal customer number which should be used as part of the verification
process when contacting us by telephone. When we accept you as a client we will send you a welcome secure
message and e-mail containing further instructions. Secure messaging can be accessed via the Website.
4.4 Prior to accepting you as a client we may require you to complete certain documents and provide evidence of
your identity in line with our obligations under the law and applicable regulations, including in relation to
preventing money laundering and financial crime.
4.5 We may, at our discretion, refuse to open an Trustnet Direct Account or to allow you to Trade or transfer into
or pay into that account any cash or Investments unless and until we are satisfied that you have met our security
verification procedures. If you fail to comply fully with any of our security checks or requirements, you may be
provided with a Trustnet Direct Account, however we may in these circumstances require further identification
documents from you before the account will become fully active. We may, in these circumstances, restrict the
services available to you until we are satisfied with the documentation provided.
4.6 Subject to the terms of Clause 15 below, we will not accept any responsibility for any loss, costs, expenses or
other disadvantage that you may suffer as a result of our refusal to open, or any delay in opening, your Trustnet
Direct Account whilst we complete our security verification procedures.
Activating a Trustnet Direct Account
4.7 The payment mechanisms by which you can pay funds into, and by which we can make payments from, your
Trustnet Direct Account are set out on the Website from time to time. We reserve the right to levy administration
charges for accepting payments, or making payments, by certain payment mechanisms (such as, for example,
payments by cheque) and these charges will be detailed on the Website.
4.8 To activate your Trustnet Direct Account a minimum initial subscription may, at our discretion, be required. We
will advise if this is the case when you register and will take payment of this amount in accordance with the
procedures notified on our Website. If you do not fund your Trustnet Direct Account with either cash or
Investments that are acceptable to us within six months of registering we may, at our discretion, close your
Trustnet Direct Account and we shall notify you of such closure.
4.9 You are responsible for providing current details of your Nominated Bank Account and Debit Card in your
name that we may electronically credit (send money to you) or electronically debit (take money due to us from
you) in line with the terms of the Agreement. You are responsible for making sure that any payments that you
make will not affect any benefits available under your Nominated Bank Account. All payments to be made by you
into your Trustnet Direct Account and all cash payments to you from your Trustnet Direct Account will be in
pounds Sterling. You must make sure your Nominated Bank Account continues to be able to make and receive
payments. If it is not, you must promptly provide details of a replacement account acceptable to us.
Risk warning
4.10 Buying Investments can involve risk and you will be able to effect Trades in different types of Investment
carrying different levels of risk. The value of your Investments and the Income from them can go down as well as
up. You may not get back the full amount you have invested.
4.11 There is an extra risk of losing money when Investments are bought in some smaller companies including
penny shares. There may be a big difference between the buying price and the selling price of these shares. If
they have to be sold immediately, you may get back much less than you have paid for them. The price may
change quickly and it may go down as well as up.
4.12 Certain Investments may not be readily realisable. You may have difficulty selling these Investments at a
reasonable price and, in some circumstances, it may be difficult to sell them at any price. You should not invest in
these Investments unless you have carefully thought about whether you can afford them and whether they are
right for you.
4.13 We may deal for you in Investments that may have been the subject of “Stabilisation”. Stabilisation is a
process that supports the price of newly issued Investments. It can make the market price of the newly issued
Investments temporarily higher than it would otherwise be. It may also affect the market price of Investments of
the same class already in issue and of other Investments whose price affects the price of the newly issued
Investments. It is undertaken to ensure that:
1.
newly issued Investments are introduced to the market in an orderly fashion; and
2.
the issue price and/or price of associated Investments is not artificially depressed because of the
increase in supply caused by the new issue. It may only take place for a limited period. There are limits
on the price at which shares and warrants may be stabilised.
4.14 In certain overseas jurisdictions there may be different Settlement, legal and regulatory requirements to
those applying in the UK and also different practices for the separate identification of clients’ Investments.
Suspension of your Trustnet Direct Account
4.15 If we reasonably believe that you are using the Trustnet Direct Service for illegal purposes or outside of
normal market etiquette, or if we find out that there is a disagreement about who owns or has authority to deal in
the Investments held for you under the Trustnet Direct Service, or we find that information provided by you as
part of your application or otherwise is materially incorrect, we may freeze your Trustnet Direct Account or all or
some of the Investments held for you. This means that we will not allow anyone to Trade those Investments or
carry out any transactions until we are satisfied that you are not using your Trustnet Direct Account for illegal
purposes, you provide corrected information to us or that the disagreement is settled.
Your Trustnet Direct Account on death
4.16 If we receive proof of your death that is satisfactory to us (acting reasonably), the Nominee will continue to
hold (either directly or to its order) your Investments and any cash held in your CA. If the Nominee was holding
those Investments and, if applicable, cash only for you, the Nominee will follow the instructions of your personal
representatives.
4.17 When we have received evidence of your death that is satisfactory to us (acting reasonably), and we are
asked by your personal representatives or any other person entitled to the Investments in your Trustnet Direct
Account we will sell those Investments and pay the proceeds and any other cash in your Trustnet Direct Account
(less any money owed to us or to HMRC) to them once we have verified their identity. Alternatively, if your
personal representatives or any other person entitled to the Investments in your Trustnet Direct Account ask us to
register them in the name of another person or persons, we will do this once we have been able to verify their
identity (less any money owed to us or the HMRC). Your Trustnet Direct Account will then be closed.
4.18 If more than one personal representative is appointed by the holder of an Trustnet Direct Account, we may,
at our discretion, send all written notices and other communications to the person first named and those notices
and communications will be treated as given to all holders.
4.19 Until we sell the Investments, they will be subject to daily price movements and Corporate Actions as
normal. When we know who your personal representative is, we will tell them the value of the Investments and
cash in your Trustnet Direct Account upon request (subject to applicable Charges) on the date of your death.
5 Funding Your Account
Operation of the Cash Account
5.1 Subscription monies and the proceeds from the sale of Investments will be paid into your CA as will any
Income arising from your Investments.
5.2 When you instruct us to buy or subscribe for Investments for you, your CA needs to contain sufficient cleared
funds to meet the full costs of the purchase or subscription. If cleared funds are insufficient at the point of
execution to cover the whole amount of a purchase or subscription, we will either:
1.
not carry out any part of the purchase or subscription; or
2.
adjust your trade to match the cleared funds in your CA.
5.3 As mentioned at Clause 4.7 above, you can fund your Trustnet Direct Account in a number of ways. Further
details and instructions on how such payments/methods of funding are to be made are set out on the Website.
6 Trading
Placing Trades
6.1 We may, at our discretion, accept instructions for Trades or in relation to other services made available as
part of your Trustnet Direct Account in the following ways:
1.
through our secure Website. If the Website is unavailable or if you should receive an ‘error message’
you should contact our contact centre (details of which can be found on a holding page on our Website)
to place or confirm your instructions by telephone;
2.
through an application on an internet enabled Mobile Device that we support as part of the Trustnet
Direct Service; and
3.
telephone deals to buy, sell and subscribe for a number of different types of Investments. The types of
Investments you can Trade on the telephone, and details of the relevant procedures and contact
numbers, are listed on the Website.
The level of Charges may vary depending on the method that you use to place a Trade and the relevant Charges
are set out on our Website.
6.2 Any Investments that you buy or transfer in will be held in your Trustnet Direct Account and the relevant
nominee and Safe Custody procedures outlined in Clause 8 will be applied.
6.3 Before you place an instruction to effect a Trade in Complex Instruments you will be required to successfully
complete an assessment set out on the Website. This assessment will allow us to assess your knowledge and
experience in trading in Complex Instruments. If you do not provide us with the necessary information in order to
complete an assessment or you fail to answer the questions to our reasonable satisfaction, we reserve the right
to refuse your instruction. We will not be liable to you in respect of appropriateness of and such Trade or any
losses, costs, expenses or other consequences arising from your inability to place such a Trade. We have
absolute discretion to determine which Investments are Complex Instruments from time to time but a note of the
types of Investments that we consider to be Complex Instruments is set out on the Website.
Trading Period
6.4 The period during which a Trade can take place on a particular Exchange upon which we carry out that Trade
is known, for the purposes of these terms, as the “Trading Period”. The Trading Period for a particular Trade will
depend upon the type of Investment involved and the opening hours of the Exchange that we use for the Trade.
Trades made on a particular Exchange can only be made during the relevant Trading Period for that Exchange.
Risk Management
6.5 You should be aware of the following risks and responsibilities that apply to you when placing Trades:
1.
we shall not be liable for the availability, functionality, performance, completeness, accuracy, satisfactory
quality, fitness for purpose or reliability of, nor the existence of viruses, malware or other harmful
programs within, any of the systems, platforms or media by which orders can be placed or processed
using any of the methods described in Clause 6.1, or any services or sites accessed or files downloaded
via such systems, platforms or media. In particular, we shall not be liable for any damage caused to
devices (including, without limitation, Mobile Devices) used to access and/or place an order through
such systems, platforms or media, or for any loss of data;
2.
you understand and accept that the methods described in Clause 6.1 entail certain risks for which we
shall not be liable, including but not limited to: (i) orders being placed on the basis of incomplete,
inaccurate or misleading information, (ii) orders being placed without your intention, including but not
limited to input errors and instructions sent by someone other than you, provided we have acted
reasonably to verify your identity (iii) our services (and/or the systems, platforms or media which we use
or rely upon including, without limitation, third party electronic trading platforms) being temporarily
unavailable for whatever reason (other than as a result of our willful default, negligence or fraud); and/or
(iv) any failure or delay in the sending or receiving of information as a result of failures or delays relating
to any networks used to transmit data; and
3.
we shall not be liable in respect of any third party content contained on any system, platform or media
capable of being used to submit orders for Trades as contemplated by Clause 6.1. We do not endorse
any such third party material and have no control over its content.
Trading on your behalf
6.6 You can buy, sell or subscribe for Investments during the relevant Trading Period for the Investment in
question. You must tell us the exact name, number or value of Investments you want us to buy, sell or subscribe
for using the procedures outlined in Clause 6.1.
6.7 If we accept instructions for Trades, they will be carried out as soon as reasonably practicable (taking into
account Trading Periods and other relevant factors). Our Order Execution Policy describes how we execute
Trades on your behalf and this is available on our Website.
6.8 Notwithstanding Clause 6.7, we may buy, sell or subscribe for Investments for you and other clients as part of
the same Trade. When we do this, we must reasonably believe that the aggregation of orders is unlikely to work
to your disadvantage. However, it could result in a slightly less favourable price than if we had bought or sold
your Investments separately.
6.9 Other than where a Trading Parameter is cancelled prior to the trigger event for that Trading Parameter
occurring in accordance with Clause 6.26, when you instruct us to buy, sell or subscribe for Investments you
cannot change your mind afterwards. Your instructions will not bind us until we have accepted them. We will
confirm that your order has been accepted by giving you an order or bargain reference.
6.10 On occasions the demand for the Trustnet Direct Service and market conditions may fluctuate.
Consequently once we have accepted your instructions to buy, sell or subscribe for Investments we cannot
accept any responsibility for any actual or potential financial loss, cost or expense you incur if for any reason
(other than as a direct result of our negligence, willful default or fraud) there is a delay in executing your
instruction to Trade or a change in market conditions before execution of your instruction to Trade is complete.
6.11 When we have accepted your instructions to Trade we may, at our reasonable discretion, contact you to
confirm your instructions. We are however under no obligation to confirm instructions and we will not be liable to
you if we do not contact you.
6.12 If we are unable to execute a Trade or a Trade is cancelled for any reason, we will not be liable for any loss,
cost or expense that you incur as a result thereof except to the extent that the failure to execute or cancellation is
a direct result of our fraud, negligence or willful default. In particular, we reserve the right to cancel any duplicate
or repeated instruction to Trade you give to us where the circumstances indicate to us (acting reasonably) that
the Trade has been split into smaller orders to take advantage of any market limitations or restrictions.
Times when Trades can’t be placed
6.13 As mentioned at Clause 6.4 above, where a Trade is to be executed on a particular Exchange, it can only be
executed during the Trading Period for that Exchange. Where an intimation to Trade is registered by us outside a
Trading Period for an Exchange, we will endeavour to carry out that Trade as soon as is reasonably practicable
within the next available Trading Period for the relevant Exchange (taking into account the procedures set out in
our Order Execution Policy).
6.14 We may refuse to accept any instructions. In particular, we may ask you for proof that you have the right to
deal in Investments for which you have given us instructions. We may not deal for you until you have provided us
with proof that is satisfactory to us. In particular, we may not accept your instructions to Trade unless:
1.
we have verified any changes to your Personal Information;
2.
we have received any documents (completed to our satisfaction) we may have asked for;
3.
we have all the documents (including any share certificates) and information we need to carry out your
instructions (this includes any evidence we need to confirm a change to your name or address).
6.15 We only accept instructions to sell Investments where such Investments are held within your Trustnet Direct
Account as the Trustnet Direct Services does not support the sale of Investments that you do not own (known as
“short selling”).
6.16 We only accept instructions to buy or subscribe for Investments where you have sufficient cleared funds in
your CA to cover the amount required to settle the relevant Trade including all dealing expenses and Charges
applicable thereto.
Authority to Trade
6.17 We will accept instructions to effect a Trade in Investments for you in the following manner and you agree
that instructions that we accept in good faith will form a legally binding contract between you and us:
1.
Instructions from you, (and by placing that Trade through the Trustnet Direct Service you confirm that
you have the right to effect the Trade and that no other person has any rights or interests in those
Investments that prevents you from Trading them in line with these terms). Any instructions that we
accept in good faith will form a legally binding contract between you and us;
2.
Instructions from a person who we are satisfied has a legal right to give us instructions (for example,
your trustee if you are made bankrupt or your personal representative); or
3.
Instructions from a person that you have authorised in writing to give us instructions (for example,
someone who has a power of attorney for you) as long as we have accepted your written authority to
do, and
in each case, we are hereby authorised as your agent for the express purposes of following instructions in line
with these terms.
Other conditions relating to Trading
6.18 We shall be entitled to debit your CA (for the amount required to settle the relevant Trade including all
dealing expenses and Charges applicable thereto) on receipt of instructions to Trade.
6.19 If, after acting for you and our other clients for any Trade, we are left with fractions of Investments or cash,
we may, where we consider it reasonable to do so taking into account our obligations under applicable laws and
regulations, add these together and retain them or, in the case of Investments sell them and retain the proceeds.
You must observe normal market etiquette when trading. When you trade using our service you must declare
your total intention. For the avoidance of doubt, you should not split your trade into smaller shapes. We shall be
entitled to cancel any trades that we deem to be split from an overall larger order.
Trustnet Direct Trading Parameters
6.20 We may offer the ability to place Trading Parameter orders in respect of your Trustnet Direct Account and
further details, including how these work and an explanation of the term “best available price” are set out in our
Order Execution Policy and on the Website.
6.21 The Investments in respect of which particular Trading Parameters are available from time to time are
specified on our Website and we reserve the right to change the range of Investments which these services are
available.
6.22 We also reserve the right not to offer a particular Trading Parameter service or to withdraw the facility for
doing so. We will notify you on our Website if we withdraw this facility.
6.23 All Trading Parameter orders will be treated as individual orders. Placing subsequent Trading Parameter
orders does not necessarily replace or cancel previous ones set by us on your behalf.
6.24 You are able to leave an order that will expire at the close of business on any Working Day in the future,
except in the case of limit orders and stop loss orders which can only run for a maximum of 90 calendar days
except with our express consent. The order will run until either expiry, execution, amendment or cancellation by
you or deletion by us. We may decide to extend the maximum period beyond 90 calendar days. Should this be
the case, we will publish details on the Website. We will check that you have available cash or Investments in
your Trustnet Direct Account in order to cover the relevant Trade (including applicable costs and Charges) at the
point where your Trading Parameter order is triggered and immediately prior to execution. If there is insufficient
cash or appropriate Investments available, the order may in our absolute discretion be deleted. Should this occur
you will receive a secure message notifying you of the deletion.
6.25 Trading Parameter orders will be executed on an ‘all or nothing’ basis where the relevant trigger for the
Trading Parameter order is met.
6.26 A Trading Parameter order may be amended or cancelled by you, as long as the relevant order has not
been carried out or is not in the process of being executed following the relevant trigger event having occurred
and we accept the cancellation or amendment (such acceptance not to be unreasonably withheld or delayed).
6.27 When we accept your order, we will endeavour to follow your instructions and will generally carry out orders
by reference to time of receipt. We do not guarantee that orders will be executed even if a price is met as market
conditions may result in the price being unavailable when we attempt to execute the Trade.
6.28 Trading Parameter orders are designed to execute when the price of an Investment meets, falls below or
rises above a specified price. In the period between the price being achieved and the execution of the relevant
order, the price of the Investment may have moved. This may mean that the order is traded at a slightly different
price. In certain market conditions, the price difference could be significant. In addition, specific events may
cause the price of an investment to move to an unusually high or low price, which may cause your order to
execute at those prices. Any such order executed in these circumstances will be valid and we will not be liable for
any resulting loss, costs or expenses resulting from price movements.
Risk Warnings - Trading Parameter orders
6.29 If you place an order and the Investment held in your Trustnet Direct Account is subsequently suspended,
we reserve the right to cancel or amend that order and we will endeavour to notify you thereof as soon as
reasonably practicable.
6.30 If you place an order and the Investment is then subject to a Corporate Action our standard practice is to
execute orders when a price is met, even if the Corporate Action affects the price either technically (for example
through a re-structure) or because of market sentiment. However we reserve the right to amend such orders at
our discretion.
6.31 We will not be liable for any failure to execute an order for technical or operational reasons (including
allowing for market stabilisation, and auction periods) save to the extent that it is a direct result of our negligence,
fraud or willful default.
Trades in Non-UK Investments
6.32 The Non-UK Investments that you can Trade through your Trustnet Direct Account (subject to restrictions on
Investments that you are permitted to have in your Trustnet Direct ISA (see Section D of these terms for details))
or through your Trustnet Direct SIPP (see the SIPP Terms and Conditions for details) are set out on our Website.
In order to facilitate Trading in a wide range of Non-UK Investments, we may enter into arrangements with third
parties to provide services, including the provision of dealing, Settlement and custody services in relation to NonUK Investments.
6.33 If you ask us to deal in Non-UK Investments for you, we may hold your money in a bank account with an
Approved Bank outside the UK or pass your money to an intermediate broker or agent, Settlement agent or Over
the Counter (OTC) counterparty outside the UK. In such circumstances the legal and regulatory regime applying
to the Approved Bank, intermediate broker, Settlement agent or OTC will be different from that of the UK and, in
the event of a failure of these organisations your money may be treated in a different manner from that which
would apply if your money was held by an organisation within the UK. Where we hold your money in a bank
account with an overseas Approved Bank, such a bank may be entitled to combine the account with any other
account or to exercise any right of set-off or counterclaim against money in that account in respect of any sum
owed on any account of ours. We will not be liable for the solvency, acts or omissions of any third party referred
to in this term.
6.34 When effecting an instruction to purchase Non-UK Investments we will notionally limit your order, at our
discretion, to a percentage of the available cash in the CA of your Trustnet Direct Account to take account of
movements in the market. We do this to limit the risk that a sudden adverse change in market conditions or
exchange rates result in your order exceeding the available cash funds. However, should such a change occur
you will remain liable for meeting the full cost of the order.
Additional risks in respect of Trades in Non-UK Investments
6.35 Exchange rate fluctuations may adversely affect the value of Investments priced in foreign currencies.
Foreign markets will involve different risks to the UK markets and in some cases the risks will be greater. There
may be different Settlement, legal and regulatory requirements to those applying in the UK.
7 Settlement
Settlement of money
7.1 Your Trustnet Direct Account will be denominated in Sterling. We will carry out Trades and settle them with
you in Sterling.
7.2 All payments under the Agreement shall be made in Sterling. If we receive an amount from you, or on your
behalf, in a currency other than Sterling, we shall convert that amount into Sterling at a time and at a rate of
exchange selected by us. You will be liable for any costs and expenses that we may reasonably incur as a result
of such currency conversion provided that we may, at our discretion, charge you for any part of the costs and
expenses so incurred.
7.3 We may decide to make payments to you by cheque. If we make a payment by cheque because we have not
been able to complete the transfer of funds into your Nominated Bank Account, we reserve the right not to pay
you any interest on the funds transferred to you in these circumstances and to levy a Charge for doing as set out
on our Website.
7.4 We will not be liable for any loss arising directly or indirectly from the late collection of a direct debit payment
(including any loss of investment opportunity or loss of tax relief) unless such loss is directly caused by our willful
default, fraud or negligence in connection with the performance of the Agreement.
7.5 We accept no responsibility for default or other failure to perform by a third party Settlement agent,
depository, clearing or Settlement agent or system or any participant in one of them except where such default or
failure is directly caused by our willful default, fraud or negligence in connection with our performance of the
Agreement
Receipt of money on sale of Investments
7.6 If you make a sale we will credit your CA immediately. The proceeds from this sale will be made available
immediately to re-invest through your Trustnet Direct Account. You cannot withdraw such funds until they are
available as cleared funds within your CA and there are no outstanding Charges or other fees due in respect of
your Trustnet Direct Account.
Non receipt of funds for a Trade
7.7 Beneficial ownership in any Investments shall not pass to you until you have paid for them and our related
Charges and dealing costs in full.
7.8 In certain overseas jurisdictions there may be a different Settlement, legal and regulatory requirements to
those applying in the UK and also different practices for the separate identification of clients’ investments.
8 Holding Investments
Custody of Investments
8.1 Investments that you buy or subscribe for or transfer into your Trustnet Direct Account will be held in Safe
Custody in your Trustnet Direct Account (either in the Nominee or to its order) in accordance with the following
arrangements (or such other arrangements as we may notify you of on our Website from time to time).
General
Most Investments that you buy or subscribe for or transfer into your Trustnet Direct Account, such as shares
traded on a UK Exchange, will be held in Safe Custody in the Nominee itself. Under this arrangement, the
Nominee has legal title to the relevant Investments and you retain the beneficial entitlement at all times.
Units in investment funds
Some Investments, such as units in certain investment funds, may be Traded by us on your behalf using a third
party electronic trading platform and where such units are held for you as part of your Trustnet Direct Account,
they will be pooled with other clients of the third party and held electronically in its name, or in the name of its
nominees, to our order.
Non-UK Investments
We may enter into arrangement with a third party for the provision of dealing, Settlement and custody services in
relation to Non-UK Investments. Where you buy or subscribe for or transfer into your Trustnet Direct Account
eligible Non-UK Investments, these may be held in the name of the third party’s nominees to our order.
8.2 If you hold Investments and wish to transfer these to your Trustnet Direct Account, you can apply to us for
them to be transferred into your account (provided that they are eligible to be held as part of your account). The
procedures for effecting such transfers, and any applicable costs and Charges, are set out on the Website.
8.3 Where we consider it appropriate and in accordance with regulatory requirements, your Investments (whether
they be Investments of the types described in Clause 8.1 or otherwise) may be pooled with those of other clients
in an omnibus account. In that case, individual entitlements may not be identifiable by share certificates or entries
on an electronic register. If there is an irreconcilable shortfall following any default by us, by any third party we
instruct in relation to units in investment funds and non-UK securities or by any sub-custodian, you may not
receive your full entitlement and may share in the shortfall in proportion of the Investments which we hold for you
with our other clients.
8.4 We have accepted responsibility under the FCA Rules for any custodian function carried out by our Nominee
in its capacity as an eligible nominee.
8.5 We will not lend or deposit by way of collateral any Investments in your Trustnet Direct Account to a third
party without your express permission.
8.6 You must not use the Investments and cash in your Trustnet Direct Account as security for a loan. Money
may not be borrowed on the security of Investments or cash in your Trustnet Direct Account.
8.7 Some companies offer special benefits to their shareholders (that is, “shareholder perks”). As your
Investments will normally be pooled with those of other clients and will be registered in the name of a nominee
company (such as the Nominee), we may not claim shareholder perks for you.
8.8 We will hold your Investments so that we comply with the FCA Rules in relation to the safeguarding of client
assets. In the event of the nominee or one of our custodians being declared in default we will make a claim on
your behalf, including, where applicable, through the Financial Services Compensation Scheme. Under the
Financial Services Compensation Scheme, compensation may be paid to eligible claimants in respect of assets
held with the relevant custodian, up to the FSCS investments limit. You should note that the limit applies to the
aggregate of all your claims against the relevant custodian, including any claims you may have directly against
the relevant custodian.
Holding cash
8.9 Cash funds can only be held pending investment and all Income and cash entitlements once received by us
will be paid promptly into your Trustnet Direct Account pending investment. If you do not use the cash to Trade
within a period of 12 months, we may return it to you.
8.10 We will hold your cash funds so that we comply with the FCA Rules in relation to Client Money. This means
that we will hold your money, along with money belonging to other clients, in a pooled client money account with
an Approved Bank. This account will be designated as a trust account and will be segregated from our own cash
funds.
8.11 In the event of an Authorised Bank being declared in default we will make a claim on your behalf, including,
where applicable, through the Financial Services Compensation Scheme. Under the Financial Services
Compensation Scheme, compensation may be available to eligible claimants, of up to the FSCS limit for deposits
held with the relevant Authorised Bank. You should note that the limit applies to the aggregate of all your claims
against the relevant Authorised Bank, including any claims you may have directly against that Bank.
8.12 We may pay interest on your CA. Interest is accrued daily and will be paid periodically on cleared funds. The
current rate(s) can be found on our Website
8.13 Where your Trustnet Direct Account, has been closed, transferred, or is in the process of being closed or
transferred and the balance of your account (taking into account all applicable Charges) is less than the De
Minimis Amount, and provided that we have used reasonable endeavours to notify you of such balance and pay
that balance to you (subject to being put in funds to cover our administration Charges in respect thereof (as set
out on the Website)), then following the expiry of a period of at least 6 months from the date when we received
the relevant closure or transfer request, we may, at our discretion, set off such account balance against our
administrative expenses and no amount will be owing to you.
8.14 Any cash that you are entitled to receive in connection with your Trustnet Direct Account will be rounded
down to the nearest penny.
8.15 All Income and cash entitlements once received by us will be paid promptly into your Trustnet Direct
Account pending investment.
8.16 Provided that we have complied with the relevant FCA Rules, you agree that we can cease to treat as client
money any unclaimed cash balance that we hold for you where there has been no movement in the balance for a
period of at least 6 years and we can demonstrate that we have taken reasonable steps to trace you and to
return the balance.
8.17 You are responsible for your own tax affairs and tax liabilities. We will make payments to you on a gross
basis, and you shall be responsible for the payment of any and all tax liabilities that you may incur on such
payments made by us to you.
8.18 We will only accept dividends in cash unless we expressly agree otherwise.
Information and Exercise of Voting Rights
8.19 You may, by electing to take up the reporting and information service available on our Website, receive
certain annual reports, accounts and other corporate information relating to Investments held within your Trustnet
Direct Account. Further details of this service are available on our Website.
8.20 We may also make available, from time to time, additional services in respect of your ability to:
1.
receive any other information issued to holders of the Investments;
2.
attend shareholders’ meetings, subject to any restrictions on attendance imposed by the company
whose Investments you hold; and
3.
vote by proxy (by telling us how you want the votes to be exercised by the Nominee).
8.21 We reserve the right to charge for the above and our Charges for providing any such information or other
services are set out on our Website as may be varied from time to time in accordance with these terms.
Corporate Actions
8.22 If you are entitled to extra Investments at no extra cost (for example, through a bonus or other capitalisation
issue), we will, where such Investments are eligible to be held within your Trustnet Direct Account, automatically
arrange to hold your new Investments in your Trustnet Direct Account.
8.23 Subject to Clause 8.26, we will not, unless we expressly agree with you otherwise, exercise any voting
rights or other options in relation to Investments held within your Trustnet Direct Account except in accordance
with your instructions.
8.24 We may delay notifying you until a Corporate Action has been declared ex-entitlement (that is, when the
Investment can be traded without that entitlement) or, in the case of a mandatory Corporate Action, until it has
become effective and we have received the benefits to which you are entitled. With the exception of a
compulsory acquisition, where we do not receive any instructions from you by a given date, we will not accept
any such offer on your behalf without your specific instructions and will not accept instructions to accept only part
of such an offer. This could mean any benefits that you were entitled to could lapse.
8.25 If we do not receive any instructions from you by a given date in respect of a compulsory acquisition, we will
generally accept the basic terms of the acquisition on your behalf. We will notify you when this has occurred.
8.26 If we become aware of a Corporate Action relating to Investments held on your behalf which is optional (i.e.
it is not a mandatory Corporate Action), we will use reasonable efforts to notify you in order to obtain your
instructions. However, we will not be responsible for any losses you may suffer if our notification fails to reach
you (provided that this is not a direct result of our negligence, fraud or willful default) or if we are unable, due to
circumstances beyond our control, to carry out your instructions where instructions are not received from you
within such a period as we specify, we will proceed in accordance with the following default conditions:
1.
Conversion - no action to be taken;
2.
Entitlement (open offer) - no action to be taken;
3.
Exercise of warrants - no action to be taken;
4.
Instalment payment - pay instalment using cleared funds or direct debit;
5.
Redemption - no action to be taken;
6.
Rights issue - allow nil paid stock to lapse and allocate any premium;
7.
Recommended offer - acceptance of the offer;
8.
Contested offer - acceptance of the offer when the offeror has acquired 90% of acceptances;
9.
Scheme of arrangement, where there is an element of cash and stock, if no instructions are received we
will accept the default option;
10.
Capital re-organisation - there is an element of cash and stock, if no instructions are received we will
accept the default option; and/or
11.
Tender offers - no action will be taken without specific instruction.
If you notify us within such period as we specify that you wish to exercise any rights arising out of an optional
Corporate Action and provided there are sufficient cleared cash funds in your Trustnet Direct Account we will do
our best to give effect to your instructions but only on such terms as are reasonably acceptable to us.
8.27 We must receive cleared cash funds from you by the given date that we notify to you before we can carry
out an instruction to make a payment in respect of a Corporate Action. These funds will need to be available in
your CA on the given date. If cleared cash funds are not available no action will be taken, save where no extra
funds are required.
8.28 The terms of a Corporate Action may require us to make an election on behalf of the Nominee holding in a
particular company. If it does, we may not be able to get instructions from all of our clients who hold the relevant
Investment. We reserve the right not to offer the option to you. We will use reasonable efforts to give you an
alternative option but we cannot guarantee that this will match the option given by the company.
8.29 Where the Nominee receives a distribution of entitlement to further Investments and any other benefits due
to you arising from a Corporate Action, we will allocate the entitlement to your Trustnet Direct Account promptly
but at the latest in accordance with applicable FCA’s guidelines. Any entitlements to Investments will be rounded
down to the nearest whole unit/share.
8.30 If you purchase or transfer into your Trustnet Direct Account Nil Paid Shares (being any Investments where
the holder of that Investment may be called upon to pay further subscription monies to the issuer of that
Investment) it is your responsibility to instruct us, in good time, to pay any call monies due in order to receive the
fully paid Investments. In the absence of such instructions, or where there are insufficient funds made available,
your Nil Paid Shares will lapse and you shall be liable for all costs, expenses and losses reasonably incurred by
us as a result.
8.31 Under the rules of any Exchange, if you are selling Investments through us and you receive a related benefit
to which you are not entitled, you must give up this benefit to us and we will collect it and pass it on to the person
entitled to it. Equally, if you are buying Investments and you do not receive a related benefit to which you are
entitled we will claim that benefit for you. Entitlement is established by reference to the Exchange’s “exdate” (that is, the date on which an Investment is traded without that entitlement) and not the “record date” (that
is, the date on which it is determined all holders shown on the register will receive a benefit).
8.32 If you make a Corporate Action election and subsequently sell the relevant Investments, you will be liable for
any costs associated with us having to buy back those Investments to honour your election. You will also be
liable to pay for any loss arising from adverse movements in the price of the relevant Investments.
Transferring Investments/cash out of a Trustnet Direct Account
8.33 You cannot transfer Investments out of the Nominee until you have paid for them and they are held in your
Trustnet Direct Account.
8.34 You may ask to withdraw your Investments and/or cleared cash funds held in any Trustnet Direct Account
we hold for you, at any time in accordance with the procedures set out on our Website. To the extent it is
reasonably practicable to do so, we will transfer Investments direct to another nominee, or, at your request, we
will arrange for you to be sent a certificate in your name for those Investments. We may charge you for these
services. For cash, we may credit your Nominated Bank Account. The latest Charges are listed in the Website.
9 Your Responsibilities
9.1 You represent and confirm to us that:
1.
You are the beneficial owner of the cash and Investments covered by this Agreement and that you are
not acting as a trustee or agent for any other person and the Investments are free, and will remain free,
from any other encumbrances other than those arising under this Agreement;
2.
You or any person designated by you have, and will have at all times in the future, all requisite power,
authority and approvals to enter into and perform your obligations under this Agreement;
3.
You confirm that all statements, confirmations and representations made to us in any document forming
part of this Agreement are true and that all information given to us is accurate and not misleading and
there is no other information that we should be aware of; and
4.
You are acting as principal and accordingly it is you who will be liable to us in respect of your obligations
under this Agreement.
9.2 You agree to notify us promptly if there is any material change to the representations and confirmations given
in Clause 9.1 and to provide any further information we reasonably request in order to enable us to perform this
Agreement or comply with any applicable law or regulation. Failure to do so may adversely affect the quality of
the Trustnet Direct Service.
9.3 In the event that we become aware (based on the information held within our records) that you pass through
a threshold that is reportable to the Takeover Panel by purchasing or selling an Investment that appears on the
Takeover Panel’s Disclosure Table, we will endeavour to notify you as soon as is reasonably possible. It is
however your personal responsibility to comply with all disclosures and notifications requirements under the
Takeover Code or under other equivalent rules in jurisdictions outside the UK.
10 Conflicts of Interest and Material Interests
10.1 The complexity and size of our business, and our reliance on third parties at various points can occasionally
lead to situations where our interests and/or those of our staff conflict with your interests. Equally, your interests
may occasionally compete with those of our other clients.
10.2 Where we are aware, including being made aware, that we are faced with a situation of competing interests,
we will undertake all reasonable steps to protect your interests and ensure your fair treatment, in line with the
duties we owe you as our client. To this effect, we have a Conflicts of Interest Policy in place to handle conflicts of
interest, such that we act with an appropriate degree of independence from our own interests when Trading with
you or on your behalf. In summary, our approach to dealing with conflicts (including through the Conflicts of
Interest Policy) requires that:
1.
staff have to indentify, prevent and manage conflicts of interest, including ongoing monitoring of the
effectiveness of the arrangements designed to protect your interests in the face of conflicts;
2.
active engagement of senior management is required in order to ensure our arrangements remain
robust and fit for purpose and to monitor to ensure that our analysis of potential conflicts remains up to
date; and
3.
mandatory training sessions take place to familiarise all our staff with the relevant arrangements.
10.3 Where we are not satisfied that our arrangements to handle conflicts are sufficient to prevent a conflict from
potentially harming your interests, we will:
1.
disclose the nature and source of the conflict to you; and
2.
if appropriate, obtain your permission to proceed with the Trustnet Direct Service.
10.4 The full Conflicts of Interest Policy is contained on our Website.
10.5 We describe below some of the types of conflicts of interest that could arise so that you are able to
understand them and consent to our acting nonetheless. Examples of such situations include:
1.
where we or our associates carry on business on behalf of other clients;
2.
where we Trade on your behalf through an associate or where an associate is otherwise receiving an
agent’s commission;
3.
where we effect or arrange Trades in which we or an associate benefit from a commission, fee mark-up
or markdown payable otherwise than by you and/or in respect of which we or an associate may also be
remunerated by the counterparty to the Trade;
4.
where our associates Trade with you as principal for their own account or have a long or short position
in Investments that are held by you or in which we Trade on your behalf;
5.
where we match your Trade with that of another client by acting on their behalf as agent as well as you;
6.
executing a Trade in circumstances where we have knowledge of other actual or potential Trades in the
Investments concerned;
7.
where we or our associates are involved in or act in respect of a new issue, rights issue, takeover or any
other transaction or have any other relationship with an issuer of Investments which is relevant to
Investments in which we Trade on your behalf; or
8.
where our officers or employees or those of our associates act as officers or employees of issuers of
Investments in respect of which we Trade on your behalf.
10.6 We and our associates provide a range of services and may possess information of a confidential or nonpublic nature which we are under a duty not to disclose or use for our benefit or anyone else. We will therefore be
unable to use this information on your behalf or disclose to you. In providing the Trustnet Direct Service, we are
not obliged to disclose or take into consideration any information, fact or matter that:
1.
has not come to the actual attention of the individual acting on your behalf, whether or not it has come to
the attention of any other person; or
2.
disclosure of which would be a breach of a duty of confidentiality to any other person or result in a
breach of any applicable law or regulation.
11 Charges
Application of charges
11.1 We make dealing and other charges in connection with your Trustnet Direct Account. Details of all our
current charges are listed on the Website. We may introduce new charges or change our existing charges. Such
changes may be introduced or changed for a range of valid reasons including (but not limited to) to reflect
changes in the costs to us in providing our services to you, to meet our regulatory obligations or other legal
requirements and in the event the nature or way in which we provide our services to our customers, including
you, materially change. When you deal with us, our latest charges will apply. In any event, we will notify you at
least 20 working days in advance of the introduction of any new charges or change in our level of charges. You
should make sure that you have checked the latest charges on the Website. In the event you are dissatisfied with
any proposal under this clause, you have the right to terminate the Agreement in accordance with clause 17.2
specifically and clause 17 generally.
11.2 We will collect dealing charges by adding them to the cost of buying Investments, or by taking them from the
sale proceeds. We may collect these charges, our administration charges or any other applicable charges from
your CA, your Nominated Bank Account or any other account you hold with us. Any applicable charges will be
included within the amount you are investing or deducted from the sale proceeds.
11.3 You will pay any Stamp Duty, Stamp Duty Reserve Tax, Value Added Tax or any other taxes or levies which
apply when you buy or sell Investments or incur charges. We will, where applicable, account to the appropriate
authorities for all such taxes and levies but these will remain your responsibility.
11.4 Using the Trustnet Direct Service may impact on your personal tax position. You should consult your tax
advisor if you are in any doubt regarding your tax liability or the tax consequences of any Trade or the holding of
a particular Investment.
11.5 When we calculate our administration charges, we round up fractions of a penny to the nearest penny.
11.6 We reserve the right to pass your details to a third party for debt collection purposes if we reasonably
believe any amount owing to us by you will not be paid.
12 Communicating With You
Information about a Trade
12.1 As soon as is reasonably practicable following a Trade effected for you, an online Contract Note will be
made available on the secure area of the Website. You should check the details of your Trade through the secure
area of the Website from which you can access the Contract Note details.
12.2 If we are unable for any reason to provide you with an online Contract Note we will send you a paper
Contract Note to the relevant contact details for your Trustnet Direct Account.
12.3 If, at any point, the flow of information between us is interrupted (for example, your computer crashes or you
can no longer access the Website), and you are not certain whether a Trade has been accepted or not, do not try
to enter the Trade again. Instead, you should log onto our online service again and check your Trustnet Direct
Account details. If you cannot log on, or you are still uncertain about the deal, please telephone us and we will
confirm the position.
12.4 Our records are conclusive (except for any errors and omissions on our part). For a Trade, this means that
the information held on our computer systems, and the online contract note or online confirmation for that Trade,
are the only valid evidence of the Trade. In particular, the screen message may not be used as evidence of that
Trade.
12.5 If we make a mistake when we carry out your instructions to Trade we may provide you with or send you a
Contract Note that shows our mistake. When we have corrected our mistake, we will provide you with or send
you a Contract Note that will show the steps we have taken to correct the mistake. If you suspect an error has
been made on your Trustnet Direct Account you must contact us immediately in order for us to investigate.
Frequency of statements and valuations
12.6 You will be able to view on the Website a valuation of the portfolio of Investments and cash within your
Trustnet Direct Account and a statement showing details of any movements in cash and Investments on your
Trustnet Direct Account. The valuation of your portfolio will be based on the most recent prices of Investments
that are available to us and you hereby acknowledge that we rely on third party data feeds and similar services in
order to provide such valuations and statements. We are not responsible for inaccuracies in such valuations or
statements unless they are a direct result of our negligence, fraud or wilful default.
12.7 A consolidated tax voucher (“CTV”) detailing the amount of any Income received on the CA in the preceding
Tax Year and any associated tax credit will be available to you via the secure part of our Website. It is your
responsibility to keep a copy of your CTV. Requests for a duplicate CTV may incur a charge (of an amount set
out on the charges section of our Website from time to time) and may not be available if the original CTV is more
than 6 Tax Years old.
Information about the markets
12.8 We may send you marketing information and market analysis but this will not form a personal
recommendation and any decision about your Investments rests with you.
12.9 We make market information available to you as part of the services provided through our Website. The
market information is for your own personal use. You must not pass the information on to anyone else or use it
for any commercial or unlawful purpose. If you think that someone has used market information without our
permission, you must notify us straightaway.
12.10 If we provide market information, we use sources we believe to be reliable. If we use an independent
information provider to provide market information, we will use all reasonable care and skill to choose that
provider. But, because we and any provider have no control over the information sources, we cannot promise
that the market information is accurate, complete, timely or in the right order. You must satisfy yourself that
market information is reliable before you make any decisions or take any actions based on it. We are not
responsible for any decision or action you take or any loss you or anybody else may suffer as a result of such a
decision or action. We cannot promise that the market information will always be available to you.
Other conditions that apply to communications between us
12.11 We do not accept any responsibility for communications or documents before we receive them or after they
have been sent to you. You are responsible for any charges relating to the recovery or replacement of lost
documents. You should keep a note of the date on which you post documents to us and of any cheque or
certificate numbers to help with any enquiries that may arise. We do not accept responsibility for postal delays.
12.12 As you are registered for our online service you must supply us with an up to date e-mail address. We will
send all written notices to your secure message box on the Website and you can choose to be notified of these
via email and/or mobile alerts. We will contact you by e-mail to inform you of pending corporate actions and other
important communications on your Trustnet Direct Account. E-mails and secure messages will be treated as
arriving immediately upon sending by us. We will not send any confidential messages to you by email nor will we
ever send you an email with a hyperlink to directly login.
12.13 We may send written notices to you at the latest address you have given us. This will be treated as having
arrived 48 hours after we post it.
12.14 If you change your name, address, e-mail address or other contact details, you must contact us by
telephone or write to us straight away. If you have not told us about a change of contact details and we send a
notice to the latest details that you have given us, it will be effective. You should make sure that the
arrangements for receiving mail at your address are safe and that you can receive e-mail from us. We may also
accept changes that you inform us about through our online service.
12.15 When we receive returned mail or e-mails, we will make reasonable endeavours to contact you to get your
new details. We reserve the right to not send further communications to the old address or old e-mail address.
12.16 We may notify you of changes to the Trustnet Direct Service, and changes to the terms of the Agreement
made pursuant to Clause 20, by means of a message sent to you through the secure section of the Website.
Such messages shall be deemed to have been received by you upon the date of posting.
12.17 In addition, we may notify you of changes to the Trustnet Direct Service or to the terms of the Agreement
made pursuant to Clause 20, that we reasonably consider to be non-material (such as, for example, clarification,
drafting or typographical changes to the Agreement) by posting such changes on the Website. Such changes
shall be deemed to be received by you on the date of posting.
13 Regulatory Information, Complaints and Compensation
13.1 If you would like more general information about financial services, the Financial Conduct Authority, the
financial services watchdog, provides a range of free consumer booklets and factsheets and a Consumer
Helpline. Visit their website at www.moneyadviceservice.org.uk or call 0300 500 5000. The FCA can only give
general information and cannot recommend the products of any company.
13.2 If you believe that we have failed to carry out your instructions correctly, please contact us immediately. We
will investigate your complaint in accordance with the FCA Rules.
13.3 If you have a complaint about your Trustnet Direct Account please use our secure messaging system in the
first instance. You can also write to the Customer Services Manager at Trustnet Direct, 2 West Regent Street,
Glasgow, G2 1RW or e-mail or call us on the number available from our Website.
13.4 Our approach to treating complaints is shown on the Website. If we cannot resolve your complaint to your
satisfaction, you may have a right to complain directly to the Financial Ombudsman Service whose address is
South Quay Plaza, 183 Marsh Wall, London E14 9SR (tel: +44(0)845 0801 1800).
13.5 We are covered by a Financial Services Compensation Scheme established under the Financial Services
and Markets Act 2000. The scheme provides compensation in certain circumstances where an FCA authorised
firm (such as us) is providing investment services and is unable to meet its liabilities to clients.
The FCA reviews these limits from time to time. For the most up-to-date amounts, please contact us or visit the
FSCS.
13.6 Further information about the scheme and those who are eligible claimants under the scheme may be
obtained from The Financial Services Compensation Scheme, 7th Floor, Lloyds Chambers, 1 Portsoken Street,
London E1 8BN Tel: +44(0)20 77414100 7300 or 0800 678 1100 Fax: +44(0)20 7892 7301.
14 Your Default
14.1 Where we are legally entitled to do so and without prejudice to any other rights we may be entitled to
exercise over your Trustnet Direct Account you agree that we may retain, transfer or sell any of your
Investments, cash funds or other assets so far as is necessary to enable us to settle any Trades entered into
under this Agreement and to pay any of your outstanding liabilities under or in connection with the Agreement,
including any liability to us.
14.2 We reserve the right to apply or set-off any deposits or other sums at any time from us to you (regardless of
the currency and whether contingent or unmatured) for the payment of any liabilities whether absolute or
contingent, or due to become due, which you may have to us under the Agreement or otherwise in connection
with it. If there is a genuine dispute as to the payment of any liability to us, you may require the disputed amount
to be held in an escrow account pending resolution of the dispute.
14.3 A lien or right of retention in our favour will apply to your Investments, cash funds or other assets to the
extent that any costs, losses, claims or other amounts you are obliged to pay us under the Agreement remain
unpaid. In addition, a lien or right of retention may exist in favour of sub-custodians, the Nominee, an Approved
Bank or other agent appointed by us under the Agreement in respect of charges and expenses relating to the
holding of your Investments, funds or other assets or may arise through the use of Settlement systems.
15 Our Liability to You
15.1 We will be liable for losses arising as a direct result of our negligence, willful default or fraud.
15.2 If we negligently fail to carry out your instructions that we have accepted we will use reasonable endeavours
to return you to your original position or the equivalent.
15.3 We will not be liable for any loss suffered by you including, without limitation,
1.
any loss or damage arising from your actions or decisions in using the Trustnet Direct Service (except to
the extent that such loss arose as a direct result of our negligence, willful default or fraud); or
2.
any loss or damage that is not reasonably foreseeable; or
3.
any loss of Income or revenue, loss of profits or anticipated savings or wasted expenditure (except
where such losses are a direct result of our breach of the Agreement) or loss of the ability to reinvest; or
4.
any indirect, special or other loss or damages and in all cases regardless of whether or not such loss
was foreseeable or arises from circumstances particular to you which you had advised us of; or
5.
loss or damage arising from any actual or potential depreciation in the value of your Investments or from
the Income derived from any of them as a result of any transaction entered into under this Agreement or
any adverse tax consequences.
15.4 We shall not be liable to you for any loss that may be incurred as a result of any error by you, your
representatives or agents in transmitting an order to us. We shall not be liable for any orders sent by you, but not
received by us.
15.5 We will use our reasonable endeavours to ensure that the Website and the Trustnet Direct Service is
available to you but we cannot guarantee that they will always be available and we will not be responsible for any
loss or damage suffered by you as a result of any failure to ensure that such services are available, except to the
extent that such failure arose as a direct result of our negligence, willful default or fraud.
15.6 To the extent permitted by law and the FCA Rules, we shall not be liable for the insolvency, acts or
omissions of any broker, custodian, sub-custodian, Settlement agent, Investments depository or other third party
(including an associate) by whom and in whose control any of your Investments (or documents or, certificates
evidencing, title thereto) may be held or through whom any Trades may be effected; or any bank with whom we
maintain any bank account, or any other third party with whom we deal or transact business or who we appoint in
good faith and on your behalf.
15.7 We shall not be liable for a failure to perform any of our services under the Agreement or for any losses you
may otherwise suffer because of anything beyond our reasonable control and the effect of which is beyond our
reasonable control to avoid, including, but not limited to: any new or changing law or regulation; currency
restrictions, devaluations and fluctuations; acts of war; terrorism; civil unrest; strikes and industrial disputes not
reasonably within our control; acts of God; market conditions affecting the execution or Settlement of Trades or
the value of assets; the failure of a third party data feed which connects to our limit minder used as part of the
provisions of Trading Parameter services; the failure or breakdown in any equipment or technology not
reasonably within our control (including any electronic device, hardware or software failing to work); and the
failure of any exchange or clearing house.
15.8 Where we consider it reasonable to do so, taking into account applicable laws and regulations, we may
suspend or withdraw all or part of the Trustnet Direct Service from you at any time on immediate oral or written
notice. Even if we have already received your instructions to carry out a Trade, we will not be obliged to carry out
and settle that Trade. If the Trustnet Direct Service is suspended, you can ask us to transfer any Investments that
we hold for you into your name and we will do this without charge. If the Trustnet Direct Service is withdrawn from
you, we will transfer any Investments that we hold for you into your name without charge.
16 Your Liability to Us
You will hold us and the Nominee, our associates, directors, officer, employees harmless (both before and after
the termination of the Agreement) against, any loss, liability and expenses incurred in the performance of our/
their duties which may be suffered or properly incurred directly in connection with or as a result of any service
performed for you or action permitted under the Agreement or any Trade effected on your instruction, except as is
caused by or their our negligence, willful default or fraud.
17 Termination
17.1 Either party may terminate the Agreement at any time, for any reason, by giving written notice to the other
party in accordance with the terms of the Agreement. Such written notice will become effective upon the other
party’s receipt of such notice. In the event you terminate the Agreement, then there may be transfer-out or other
transaction related fees to paid by you in accordance with the terms of the Agreement. We may complete any
Trades initiated prior to receipt of your notice of termination.
17.2 Where you elect to terminate the Agreement as the result of your non-acceptance of any proposed new
charges or changes to our charges as notified to you pursuant to clause 11.1 of the Agreement or other
amendments or charges pursuant to clause 20 of the Agreement and you give us your notice of termination
within the period set out in our communication that we gave you about the relevant changes or introduction of
charges, then you will not be required to pay any transfer-out fees as a consequence of your termination in those
circumstances if it can be determined that the change is not a valid reason. Subject to this clause the remaining
terms of clause 17 shall apply to any such termination of the Agreement by you.
17.3 However, we reserve the right, exercisable at our reasonable discretion, to close a Trustnet Direct Account
or terminate the Agreement at any time without giving you prior notice. We may do so in circumstances including:
your fraud, misuse of the Trustnet Direct Service, suspected money laundering, suspected market abuse,
abusive behaviour by you and potential or actual proceedings against you or your property or investigations that
involve you or your property. If we close a Trustnet Direct Account, we will (subject to applicable law and
regulation) transfer the free balance and Investments to an account specified by you. We may alternatively
realise any of your Investments and make payment of the proceeds (less any applicable Charges) to you and our
obligation to you in respect of the balance in your Trustnet Direct Account will be discharged upon such despatch,
or transfer of any remaining balance to a suspense account pending your instructions.
17.4 Once we receive notice from you to terminate the Agreement, or send you notice either of our intention to
terminate in 20 Working Days or that the Agreement has already been terminated, we will not undertake any
further Trades for you, other than as detailed in Clause 17.1 and will arrange for any Investments or money held
by us, to be delivered to you as soon as practicable, after deduction of all sums due to us under the Agreement.
17.5 Where your Trustnet Direct Account does not hold any Investments or cash and has not been used for a
period of 12 months or more and you have not logged into your Trustnet Direct Account for a period of 12
months, we reserve the right to treat your Trustnet Direct Account as inactive and refrain from sending you any
correspondence, documentation or marketing literature.
17.6 Where your Trustnet Direct Account does not hold any Investments or cash and has not been used for a
period of 3 years or more and you have not logged into your Trustnet Direct Account for a period of 12 months,
we reserve the right to treat your Trustnet Direct Account as closed.
18 Confidentiality & Data Protection
Trustnet Direct may share information with Trustnet Limited and its group of companies in order to provide the
service to you.
Personal Information
18.1 Like other financial organisations, we are legally obliged to collect, verify and record information confirming
client identity and to report details of suspicious transactions to the National Crime Agency (NCA) or its
successor bodies.
18.2 Please see our Website for details of how we collect, protect and transfer your Personal Information. It is our
policy to take all necessary steps to ensure that Personal Information held by us is processed fairly and lawfully.
We will take all necessary steps to implement this policy. All our employees and data processors who have
access to Personal Information are obliged to respect the confidentiality of your Personal Information.
18.3 It is our policy to ensure that, when dealing with Personal Information, all relevant statutory requirements are
complied with, including the eight Data Protection Principles contained in the Data Protection Act 1998 (as
amended), and to monitor our internal procedures periodically to ensure compliance.
Identity checking, verification and telephone recording
18.4 We may use various commercially available identity checking and verification searches to assess your
application, verify your identity and to periodically check that the information that we hold for you is up to date
and accurate. Members of our group and other companies may use credit searches and other information
supplied to us and/or credit reference agencies about you. Any of this information may also be used for
identification purposes, debt tracing, preventing money laundering and managing your Trustnet Direct Account.
18.5 We may disclose any information you provide to us to a licensed credit reference agency that may retain a
record of the search. We may use the results of the search to check your identity, although we will not extend a
line of credit to you.
18.6 We have systems that protect our clients and ourselves against fraud and other crime. Client information
can be used to prevent crime and trace those responsible. We may check your details with fraud prevention
agencies. If false or inaccurate information is provided and fraud is identified, details will be passed to fraud
prevention agencies. Law enforcement agencies may access and use this information. We and other
organisations may also access and use this information to prevent fraud and money laundering.
18.7 We reserve the right to search credit reference and fraud prevention agency files as well as our own internal
group records to manage your Trustnet Direct Account and take decisions such as whether to offer or continue to
offer the Trustnet Direct Service. Lenders who may assess your ability to obtain credit may see these searches.
18.8 Please write to us c/o Data Protection Officer at Trustnet Direct, 2 West Regent Street, Glasgow G2 1RW if
you want details of those credit reference agencies and fraud prevention agencies from whom we obtain and with
whom we record information about you.
18.9 We may record telephone conversations to fulfill regulatory record keeping requirements, to monitor Trading
and to offer you additional security, resolve complaints and improve our service standards. Conversations may
also be monitored for staff training purposes. Charges for the provision of transcripts of call can be found on our
Website. If we have been at fault, there will be no charge.
Our Website
18.10 When you view the Website or use our mobile applications, we may store some information on your
computer or mobile device. This will be in the form of a cookie file and other tracking software such as Google
Analytics (referred to here as “Cookies”).
18.11 To enable us to provide the services available on the Website and to monitor and improve the Website, we
may gather certain information about you, including details of your operating system, browser version, domain
name and IP address, the details of the web site you linked from to the Website.
18.12 We may use Cookies only to store information such as your User name and your session identifiers to
enable us to identify whether you are registered on to the Website and, if so, to shortcut your access to the
Website. We will only read Cookies from your cookie file placed there through your web browser’s interaction
with the Website.
18.13 Third party advertising cookies: some of the advertisements you see on the Website are generated by third
parties. Some of these third parties generate their own “anonymous cookies”, for the same reasons we do: to
track how many unique users have seen a particular ad, and how many times they have seen it and provide you
with advertisements that are more relevant to your interests. Additionally, the companies that generate these
cookies have their own, very strict, privacy policies but we don’t have access to these cookies; other than
allowing them to be served, we have no role to play in these cookies at all (although we may use statistical
information arising from these third party cookies and provided to us by third parties, to improve the targeting of
advertisements to users).
18.14 We may use pixels, or transparent GIF files to help manage online advertising. The GIF files are provided
by our ad management partners to enable them to recognise a unique cookie on your web browser, and to
display adverts which are of relevance to you. The information collected is anonymous and is not personally
identifiable.
Use of your Personal Information
18.15 Our main use of your Personal Information is to look after your Trustnet Direct Account or to provide the
specific service you require. We may use your details to inform you by letter, telephone, e-mail or otherwise
about any special shareholder offers, products or services offered by us and selected third parties, unless you
ask them not to do so. If you do not wish to hear about these please go to the secure area of the Website to
amend your profile. Remember, however, that opting out could stop you hearing about our special account holder
offers or products and services which may benefit you.
18.16 Personal Information may be transferred to countries outside the European Economic Area in order to
perform the Trustnet Direct Services. In using the Trustnet Direct Services you consent to such a transfer. In
addition, if you put Personal Information on publicly available parts of the Website, this will be accessible to
persons in countries outside the European Economic Area, which may not have data protection laws as
comprehensive as those that exist in the European Economic Area.
18.17 The Website may contain links to other Internet sites that are not owned by us. We are not responsible for
the content of such sites or for the privacy policy of such sites or for Personal Information which such sites may
collect or place on your computer.
18.18 You can find out what Personal Information we hold about you by writing to: Data Protection Officer,
Trustnet Direct, 2 West Regent Street, Glasgow G2 1RW. Your request must be accompanied by a cheque made
payable to Trustnet Direct for £10.00. We will acknowledge your request within 40 calendar days. If any of the
Personal Information that we hold about you is incorrect or needs updating, or if you want us to delete any of
your Personal Information, please contact us in the same manner. We may request that you provide further
information and identification to enable us to comply with this request.
18.19 We regard our databases of customer information (which will include your Personal Information) as a
valuable asset. Should we sell or transfer any of our business assets this may include the sale or transfer of such
databases of information to third parties. In addition, such a transfer or sale may mean that your Personal
Information is transferred to countries outside the European Economic Area. In using the Website you consent to
such use of your Personal Information.
18.20 If you send us e-mail over the Internet, remember that it will be ‘unsecure’ and could be intercepted. If you
do send us ‘unsecure’ e-mail, please keep the amount of confidential information you include to a minimum. We
suggest that secure messaging via the Website is used whenever possible.
18.21 Certain information collected may be classified as sensitive and we can only use such data where we have
your explicit consent. This data relates to racial or ethnic origin, political opinions, religious beliefs, trade union
membership, physical or mental health, sexual orientation, criminal proceedings and offences and will only be
processed in order to provide the service requested.
18.22 Our full Privacy Policy is available on our Website.
19 Your Rights to Cancel the Agreement
19.1 Where the Agreement with you has been concluded at a distance (for example, through the Website or
other than by a face to face meeting) you may have a right to cancel the Agreement. The right to cancel remains
open to you for a period of up to 14 calendar days from the later of:
1.
the date of its commencement (as defined in Clause 1.6); and
2.
the date on which the Agreement was received by you.
19.2 If you choose to cancel the Agreement you will be relieved of all duties and obligations arising from the
Agreement. You will not incur any cancellation fee, charge or penalty except for any shortfall (where we carry out
transactions on your behalf during the cancellation period you will bear the applicable market risk).
19.3 If you wish to cancel the Agreement, you must send a notice in writing to us addressed to: Cancellation
Notice, Trustnet Direct, 2 West Regent Street, Glasgow, G2 1RW (you may not use email or other electronic
communications for this purpose unless we have agreed otherwise). If you do not exercise the right to cancel, the
Agreement will remain in effect until otherwise terminated in accordance with its terms.
19.4 If you decide to cancel the Agreement, termination will be subject to the provisions of the Agreement
including in particular Clauses 15 and 16.
19.5 If you cancel the Agreement, we will transfer any Investments we hold for you into your own name or as you
instruct. Where this is not reasonably practicable, you agree that we may sell the Investments at the prevailing
market price. The amount you get back will be reduced by any market loss from when your initial investment was
made to when we receive the cancellation notice. The proceeds will be returned to you no later than 20 Working
Days from the date you sent the notice of cancellation.
20 Amendment, Assignment and Delegation
20.1 If we give you at least 20 Working Days’ advance notice we may change the Agreement for any valid reason
and if it is reasonable to make the change. If we have accepted your instructions to carry out a Trade before we
give this notice, we will carry out and settle that Trade in line with the conditions before the change is made.
20.2 Your Trustnet Direct Account is personal to you and you may not transfer, assign or charge your accounts or
any of your rights or obligations under the Agreement. We may transfer our rights under the Agreement to any
member of our Group without your further consent as set out at Clause 20.3 below.
20.3 Where we propose to transfer a material part of our assets to a member of the Group, we may also transfer
all of our rights, powers, obligations and liabilities under or in connection with the Agreement without your further
consent, provided that we reasonably consider the member of the Group is capable of performing the Agreement.
On the date specified in the notice, the member of the Group will acquire all the rights, powers, obligations and
liabilities it would have had if it had been an original party to the Agreement in substitution for us, you will be
released from any further obligation to us, and we will be released from any further obligation to you.
20.4 We may delegate any of our functions and responsibilities under the Agreement to a member of the Group
(with or without a power further to sub-delegate), provided that we reasonably consider it capable of discharging
those functions and responsibilities. Any such delegation or sub-delegation may be to persons or agents outside
the jurisdiction where we provide the services to you. Our liability to you for the matters delegated will not be
affected as a result.
20.5 We may employ members of the Group and third parties to perform dealing and administrative services that
are necessary to enable us to perform the Agreement without further notice or consent and on such terms as we
think fit.
21 Severability and Entire Agreement
21.1 Each provision of the Agreement is severable. To the extent that any provision is or becomes invalid,
unenforceable or contrary to any applicable law, it will be given no effect and will be deemed not to be included in
the Agreement, but without invalidating any of the remaining provisions of the Agreement.
21.2 The Agreement sets out the entire agreement and understanding between you and us with respect to its
subject matter. It supersedes all previous agreements and understandings between you and us with respect to its
subject matter, which will cease to have any further force or effect on the effective date of the Agreement. This
Clause will not exclude or limit any liability or remedy in respect of fraudulent misrepresentation.
22 Third Party Rights
A person who is not a party to the Agreement will have no rights under the Contracts (Rights of Third Parties) Act
1999 in the UK, any equivalent law in other jurisdictions, or otherwise to enforce any of its items.
23 Governing Law and Jurisdiction
It is agreed that the Agreement and any obligations (including any non-contractual obligations) arising out of it
shall be governed by English law and that any dispute (including any non-contractual dispute) will be subject to
the non-exclusive jurisdiction of the English courts.
SECTION B Trustnet Direct Regular Investment Programme
1. General
1.1 If the General Terms and Conditions or any additional terms which apply to your Trustnet Direct Account
conflict with these Additional Terms and Conditions (the “Regular Investment Programme Terms and Conditions”),
the Regular Investment Programme Terms and Conditions shall apply with respect to the Regular Investment
Programme only.
1.2 References to “Clauses” in these Regular Investment Programme Terms and Conditions set out in this
Section B shall be to clauses in this section B unless specifically stated otherwise.
2. Definitions
In these Regular Investment Programme Terms and Conditions the words and phrases in bold type have the
defined meanings which are explained below. The defined meanings of the words and phrases set out in the
General Terms and Conditions also apply.
Available Cash Balance - the cash balance in your Trustnet Direct Account which is the total of cleared cash
funds credited to the Trustnet Direct Account and uncleared cash funds awaiting Settlement in respect of
Investments we have sold for you
Eligible Regular Investment Programme Investments - The range of Investments as are available from time to
time for purchase through Regular Investment Programme. A list of Regular Investment Programme Investments
is published on our Website and is updated from time to time
Regular Investment Programme Amount - the amount to be applied to acquire an Available Investment within an
Trustnet Direct Account each month which includes our fees, commission and Charges applicable to any such
purchase
Regular Investment Programme - the facility to invest an amount of money in a Eligible Regular Investment
Programme Investment at regular intervals into an eligible Trustnet Direct Account, as described on our Website,
in these Regular Investment Programme Terms and Conditions, and the General Terms and Conditions
Trade Date - the date on which Investments are purchased using the Regular Investment Programme service.
This date is specified on our Website for both monthly and other payment intervals, except where that day falls
on a day that is not a Working Day, when Investments will be purchased on the next Working Day.
3. Description of the Regular Investment Programme Service
3.1 The Regular Investment Programme Terms and Conditions come into effect when your valid Regular
Investment Programme instruction made in accordance with the procedures set out on the Website is accepted
by us.
3.2 The Regular Investment Programme is a service offered by Trustnet Direct where eligible Trustnet Direct
Accounts may be used to purchase Regular Investment Programme Investments using cash available in your
CA at regular intervals.
3.3 The list of Eligible Regular Investment Programme Investments is notified on our Website and is updated by
us from time to time.
3.4 You can use the Regular Investment Programme in relation to your Trustnet Direct Account as shown on our
Website if you have submitted a Regular Investment Programme instruction that is accepted by us. We reserve
the right to reject any instruction without having to specify a reason provided that we will endeavour to notify you
of such rejection.
3.5 When using the Regular Investment Programme:
3.5.1 you will set up an instruction to regularly take cash or select a particular date on which cash is to be taken
from your CA to be invested through the Regular Investment Programme, in accordance with the selections you
have set up through our Website;
3.5.2 you can instruct us (in accordance with Clause 4 below) to draw a regular monthly payment into your
Trustnet Direct Account using specified payment methods in order to fund such regular acquisitions; and;
3.5.3 you can select the Eligible Regular Investment Programme Investments you wish to purchase and you can
either allocate a percentage of your Available Amount to buying certain Regular Investment Programme
Investments or you can select the amount of Available Amount you wish to allocate to buying certain Eligible
Regular Investment Programme Investments.
We will, to the extent applicable, debit your regular monthly payments and debit the appropriate amount from the
CA forming part of your Trustnet Direct Account using your selected subscription method prior to carrying out the
Regular Investment Programme instruction.
3.6 If we accept your instruction to use the Regular Investment Programme, we will purchase Regular Investment
Programme Investments on your behalf using the available cash in the CA forming part of your Trustnet Direct
Account on the Trade Date in accordance with your instructions. (Whether or not the purchase is effected will be
determined by the overall Available Cash Balance regardless of whether your instruction to transfer cash into
your CA for this purpose has been effective.)
3.7 If, for any reason, we do not carry out a Trade on a particular Trade Date, it will not be carried over to the
following Trade Date.
3.8 By sending your Regular Investment Programme instruction to us, you are:
3.8.1 instructing us to arrange to purchase the Regular Investment Programme Investments for you using the
available cash, if any, in the CA forming part of your Trustnet Direct Account, in accordance with the Regular
Investment Programme Terms and Conditions and authorise us and our Nominee or sub-custodians or agents to
take such administrative actions as are reasonably necessary to facilitate this; and
3.8.2 instructing us to deduct from your Trustnet Direct Account the charges and fees (as described below)
payable in respect of the Regular Investment Programme Investments purchased for you on each occasion that
we make a purchase.
3.9 Regular Investment Programme Investments purchased for you under the Regular Investment Programme
will be held in the same manner as the other Investments held in your Trustnet Direct Account.
3.10 Should an error be made in purchasing Regular Investment Programme Investments for your Regular
Investment Programme, you agree that we may take any action reasonably required to rectify the error.
3.11 You are reminded that we provide an execution-only service and the decision to invest through the Regular
Investment Programme or in Regular Investment Programme Investments is your own. To ensure that an
investment is made through the Regular Investment Programme on your behalf in any one period, you should
ensure that the Available Cash Balance in the Trustnet Direct Account within which you wish to invest as at 10.00
p.m. on the Working Day prior to the Trade Date is adequate to cover your Regular Investment Programme
Subscription or amount which you have notified us of as detailed below. In the event that the Available Cash
Balance in your Trustnet Direct Account on the Trade Date is less than the total of the Regular Investment
Programme Subscription, we will not purchase Regular Investment Programme Investments for you for that
Trustnet Direct Account. If we are unable to make investments on your behalf for three consecutive months as a
result of there being insufficient available cash in your Trustnet Direct Account on the Trade Date, we may stop
your use of the Regular Investment Programme in conjunction with any of your other Trustnet Direct Accounts.
You are reminded that our charges and a dealing fee will be deducted from the Regular Investment Programme
Subscription before it is invested.
4. Funding your account and Excess funds
4.1 The Regular Investment Programme Amount will not be deducted from the Available Cash Balance in your
Trustnet Direct Account until the trades have been executed on the Trade Date. You should ensure that the total
of the Regular Investment Programme Amount that you have requested us to invest is available in the Trustnet
Direct Account on the Trade Date. In the event that the cash balance of your Trustnet Direct Account becomes
overdrawn following the allocation of Regular Investment Programme Investments to the Trustnet Direct Account
(for example, as a result of your having purchased other Investments) we will treat your order under the Regular
Investment Programme as received first. In such circumstances we may sell other investments from the Trustnet
Direct Account, sufficient to clear the overdrawn cash balance. We will charge you for this sale. Our rights set out
in the General Terms and Conditions will also apply. We may also, in such circumstances, prevent your use of the
Regular Investment Programme with that Trustnet Direct Account or your other Trustnet Direct Accounts.
4.2 You can choose within certain limits when a Regular Investment Programme Amount will be debited from
your Trustnet Direct Account via the available payment methods. Our Website will detail the timetable for these
payments to be deducted. If a subscription day is not a Working Day, the relevant Regular Investment
Programme Amount will be collected on the next Working Day.
4.3 Where applicable to your Trustnet Direct Account and subject to Clauses 4.4 and 4.5 below, you may instruct
us to draw a regular monthly payment into your Trustnet Direct Account using the payment methods set out on
the Website. You can arrange for the regular payment by completing the instruction page on our Website. The
amount that you enter on the page will replace any regular payment instructions that are already in operation.
4.4 Where you are investing via Regular Investment Programme through your Trustnet Direct ISA, you are
responsible for ensuring that you do not pay into the account more money than the maximum subscription
amounts in any one Tax Year for the type of ISA that you hold with us.
4.5 Where you are investing via Regular Investment Programme through a SIPP account, the cash to fund your
Regular Investment Programme Amount will require to be transferred from your SIPP account to your Trustnet
Direct CA prior to any purchase of Investments being made via Regular Investment Programme. The process for
instructing such cash transfers in respect of a Trustnet Direct SIPP is set out on the Website.
4.6 Any part of the Regular Investment Programme Amount, which is not invested, will remain in your Trustnet
Direct Account as part of your cash balance; it will not be carried forward and used for future purchases under the
Regular Investment Programme. If your Regular Investment Programme is spread across more than one Eligible
Regular Investment Programme Investment this may mean that your excess cash funds may exceed the value of
one Investment in one of your Regular Investment Programme schemes.
5. Dealing and Order Execution
5.1 You must tell us the exact name, number or value of Eligible Regular Investment Programme Investments
you want to be in your Regular Investment Programme.
5.2 A minimum Regular Investment Programme Amount applies, details of which are published on our Website.
You must decide the amount you subscribe to the Regular Investment Programme, which must be in excess of
the minimum amount.
5.3 Investments through the Regular Investment Programme are made by us on the Trade Date, not the date
cash funds are collected from your Trustnet Direct Account.
5.4 Eligible Regular Investment Programme Investments will be purchased for you using Available Cash Balance
in the CA forming part of your Trustnet Direct Account after deduction of a dealing charge and other applicable
Charges (please see below).
5.5 All purchases will be made on an execution-only basis and you are not able to specify any price at which the
Eligible Regular Investment Programme Investments will be purchased. It may be necessary to execute several
market transactions in order to acquire the Eligible Regular Investment Programme Investments and the prices at
which the Eligible Regular Investment Programme Investments are purchased may therefore vary. The Eligible
Regular Investment Programme Investments will be acquired at the best price available at the time of dealing in
accordance with our Order Execution Policy.
5.6 All deals will be averaged with all of our clients receiving the same price; this aggregation may operate to
your advantage or disadvantage. You will receive the highest whole number of Regular Investment Programme
Investments for shares and when investing in funds the most amount of units which can be bought with the
amount you instruct us to invest, either as a fixed sum or expressed as a percentage of your available cash
balance on the date of purchase. (Further details on such aggregation procedures are set out in our Order
Execution Policy, a copy of which is available on the Website) As described below, any cash balance that cannot
be used to purchase a whole share will be retained in your Trustnet Direct Account and will not be carried forward
and used for the next Regular Investment Programme purchase.
5.7 We will endeavour to process Regular Investment Programme instructions as soon as practicable after
receipt provided that we receive your Regular Investment Programme instruction after 10.00 p.m. on the Working
Day prior to the Trade Date, an investment will not be made on your behalf on that Trade Date, but instead will be
made on the next available Trade Date for the relevant Investment.
5.8 A Contract Note will be sent to you showing the date, number, purchase price and associated costs of each
Trade in accordance with the General Terms and Conditions.
5.9 When we are executing a Regular Investment Programme purchase of Investments for you, we will start the
process of purchasing those Investments on the relevant Trade Date selected by you on the Website. If for any
reason we are unable to purchase the Investments on the relevant Trade Date we will do so as soon as practical
afterwards. You can change your instructions to make a Regular Investment Programme purchase at any time
before the relevant Trade Date on which the Regular Investment Programme purchase is due to take place.
6. Charges
6.1 Purchases of Investments made through this Regular Investment Programme are subject to our Regular
Investment Programme dealing commission as specified on our Website. Charges, commissions and dealing
fees are subject to change, in accordance with the General Terms and Conditions.
6.2 The dealing commission applied in accordance with the Charges (as set out on our Website) to each
purchase will be shown on your Contract Note.
7. Cancellation and Termination
7.1 You have the right to cancel your instruction for the Regular Investment Programme within 14 days after the
day on which we accept your instruction by updating your account preferences in accordance with General Terms
and Conditions. This may require two cancellation instructions:
7.1.1 cancellation of your direct debit or similar payment instructions set up to fund payment of amounts in to
your CA in order to fund Regular Investment Programme Amounts; and
7.1.2 cancellation of the Regular Investment Programme purchase instructions.
7.2 If we have already arranged for your direct debit or similar payment instructions to be effected, or for the
purchase of Eligible Regular Investment Programme Investments for you, before your notice is received that
purchase will be binding on you. This means we may complete your direct debit or similar payment instructions
and/or make a purchase of Eligible Regular Investment Programme Investments for you before we receive your
notice of cancellation. Any Charges that may apply if you cancel are set out on our Website.
7.3 After we have accepted your instruction, we will continue to collect cash funds and to make purchases of
Investments in accordance with your instructions until you stop or vary your instructions, and until the Regular
Investment Programme is terminated or suspended by us or by you.
7.4 We retain the right, at any time by giving at least 20 days’ advance notice (either by email, in writing through
the Website or by SMS) in accordance with the General Terms and Conditions:
7.4.1 to terminate or suspend the Regular Investment Programme for any reason;
7.4.2 to withdraw the availability of the Regular Investment Programme from any Trustnet Direct Account and
cancel any existing instructions you have in place in respect of the Trustnet Direct Account specified in the notice;
and
7.4.3 to withdraw from the Regular Investment Programme any Eligible Regular Investment Programme
Investments in which you have chosen to invest.
7.5 You may vary the Regular Investment Programme Amount or stop using the Regular Investment Programme
with an Trustnet Direct Account or as regards any Eligible Regular Investment Programme Investments at any
time by updating the settings on your preferences on the Website.
7.6 Where you vary your instructions or stop using the Regular Investment Programme or we stop your use of it,
if we have already arranged for the purchase of Eligible Regular Investment Programme Investments for you
before your instructions are processed or our notice takes effect, that purchase will be binding on you. This
means that we may make a purchase of Eligible Regular Investment Programme Investments for you after we
have received your instructions.
7.7 If you wish to resume using the Regular Investment Programme after you or we have terminated your use of
the service, you will need to complete a new Regular Investment Programme instruction on the Website.
7.8 If all of your Trustnet Direct Account(s) used with the Regular Investment Programme are closed, your use of
the Regular Investment Programme as described will cease.
SECTION C Dividend Reinvestment Plan
1. General
1.1 If the General Terms and Conditions or any additional terms which apply to your Trustnet Direct Account
conflict with these Additional Terms and Conditions (the “DRIP Terms and Conditions”), the DRIP Terms and
Conditions shall apply with respect to the DRIP only.
1.2 References to “Clauses” in these DRIP Terms and Conditions set out in this Section C shall be to clauses in
this Section C unless specifically stated otherwise.
2. Definitions
In these DRIP Terms and Conditions the words and phrases in bold type have the special meanings explained
below. The special meanings of the words and phrases explained in the General Terms and Conditions also
apply.
DRIP Eligible Investments - a specified range of Investments for which dividend reinvestment is available from
time to time as published on our Website
Description of the DRIP Service
2.1 Using a DRIP in respect of your Trustnet Direct Trading Account, Trustnet Direct ISA or Trustnet Direct SIPP
offers you the ability to invest dividends received from a particular DRIP Eligible Investment to purchase further
shares/units of that particular DRIP Investment.
2.2 Our DRIP service is only available in respect of DRIP Eligible Investments as specified on our Website from
time to time.
2.3 Where dividends, interest payments and cash entitlements are paid net of standard rate Income tax you will
be responsible for accounting to HMRC for any further tax payable. Where we receive a gross payment of
dividend in respect of a DRIP Eligible Investment and you have elected to include that DRIP Eligible Investment
as part of your DRIP, we will re-invest that gross dividend payment as part of your DRIP and you will be
responsible for accounting to HMRC for any tax payable.
2.4 These DRIP Terms and Conditions apply as soon as your DRIP instruction is accepted by us. We reserve the
right to reject any application or instruction without having to specify a reason.
3. Operation of the DRIP
3.1 If you instruct us, using the Trustnet Direct Service, to effect a DRIP in respect of a particular DRIP Eligible
Investment then any cash dividends received in respect of any units/shares of that DRIP Eligible Investment held
within your Trustnet Direct Account will be used to acquire as many whole units/shares of that DRIP Eligible
Investment as possible (after taking into account relevant trading costs, Charges and taxes). The relevant DRIP
Investments will be purchased as soon as practicable on or after the relevant dividend payment date. Purchases
will generally be made within 1 Working Day after credit of the dividend to your account, but we do not promise
they will be made within this period.
3.2 All purchases will be made on an execution-only basis and you cannot specify the price or the maximum or
minimum price at which the DRIP Eligible Investments will be purchased. Owing to the nature of these trades, it
may be necessary to carry out several market transactions in order to complete the investments. The prices at
which the DRIP Investments are purchased may therefore vary. The DRIP Investments will be acquired at the
best price available at the time of dealing. The prices will be averaged in order that all customers receive the
same price. This aggregation may operate to your advantage or disadvantage. You will receive the highest whole
number of the relevant DRIP Eligible Investments which can be bought with your available cash dividend for that
DRIP Eligible Investment (less transaction costs) on the date of purchase. Any cash dividend that is surplus will
remain in your account and will not be carried forward for use in the next DRIP.
3.3 We will send you a Contract Note showing the date, number, purchase price and associated costs and
Charges as described in the General Terms and Conditions. Where tax is deducted as part of a relevant dividend
payment, the dividend payment will be recorded in the consolidated tax voucher a copy of which will be supplied
in accordance with the General Terms and Conditions
3.4 Investments purchased for you using the DRIP will be held in the same way as the other Investments that
you currently hold in your relevant account.
3.5 You may join the DRIP by instructing us via the account preferences area of the Website. Once you have
chosen to participate in the DRIP all future dividends on DRIP Eligible Investments that you specify will be
reinvested under the DRIP until you remove your DRIP instruction for a particular DRIP Eligible Investment.
(Unless removed, a DRIP instruction will continue to apply even if you sell your entire holding of a particular
DRIP Eligible Investment and later purchase further units/shares of that Investment). If you have more than one
account type (for example an Trustnet Direct Trading Account, Trustnet Direct ISA or Trustnet Direct SIPP), you
must give separate DRIP instructions for each account.
3.6 You may stop using the DRIP at any time for an Trustnet Direct Trading Account, Trustnet Direct ISA or
Trustnet Direct SIPP by updating your preferences on your Trustnet Direct Account via the Website or by calling
us. When you cease using the DRIP or if we terminate or withdraw your use of it, we may already have arranged
for the purchase of DRIP Investments for you under the DRIP before your instructions are processed or our
notice takes effect. In this event, that purchase will be binding on you. This means that we may make a purchase
of DRIP Eligible Investments for you after we have received notice that you wish to stop or vary your instruction.
3.7 If you sell units/shares in a particular DRIP Eligible Investment which are subject to a DRIP instruction after
the ex-date (i.e. you will be entitled to the dividend), the DRIP instruction will continue until the DRIP instruction is
cancelled. Any cash dividend received will be used to acquire further units/shares of that DRIP Eligible
Investment.
3.8 If your Trustnet Direct Account has been restricted by us for any reason your DRIP instruction will not be
actioned and the dividend payment will instead be credited to your Trustnet Direct Trading Account, Trustnet
Direct ISA or Trustnet Direct SIPP, as the case may be.
3.9 You will receive the maximum whole number of DRIP Eligible Investments which can be bought on your
behalf taking into account the dealing costs and stamp duty reserve tax for the purchase of the relevant DRIP
Eligible Investments. We will not invest amounts less than the minimum amount, as stated on our Website. Any
funds not invested will remain in your relevant an Trustnet Direct Trading Account, Trustnet Direct ISA or Trustnet
Direct SIPP.
3.10 If the cash dividend paid after taking into account deducting costs and Charges is not enough to buy at least
one unit/share of the relevant DRIP Eligible Investment, your DRIP instruction will not be actioned.
3.11 Where you have given us a DRIP instruction, dividends will be reinvested on your entire holding of the
relevant DRIP Eligible Investment in. Joining a DRIP for only part of your holding of a DRIP Eligible Investment in
your Trustnet Direct Trading Account, Trustnet Direct ISA or Trustnet Direct SIPP is not possible.
3.12 In the event that an error is made in the number of DRIP Eligible Investments purchased for you under the
DRIP, you agree that we may take any action reasonably necessary to rectify any such error.
4. Charges
4.1 Purchases made through the DRIP are subject to our DRIP commission charges as specified on our Website
and stamp duty reserve tax. Charges, fees and commissions may be subject to change, in accordance with our
General Terms and Conditions.
4.2 The costs and Charges associated with each Trade effected as part of your DRIP will be shown on the
Contract Note provided in respect of that Trade in accordance with the General Terms and Conditions.
5. Termination and cancellation
5.1 We retain the right, at any time by giving at least 20 days’ advance notice (either by email, in writing, through
our Website or by SMS) in accordance with the General Terms and Conditions:
5.1.1 to terminate, or suspend the DRIP for any reason;
5.1.2 to terminate your use of the DRIP with your Trustnet Direct Trading Account, Trustnet Direct ISA or Trustnet
Direct SIPP (as the case may be) specified in the notice; and
5.1.3 to amend the list of DRIP Eligible Investments (including by withdrawing from the DRIP any DRIP Eligible
Investment) and any such changes will take effect after the period as stated in the notice.
SECTION D Trustnet Direct Individual Saving Accounts (ISAs)
1. General
1.1 Unless these Additional Terms and Conditions (the “ISA Terms and Conditions”) state that the General Terms
and Conditions do not apply or they contain a different provision, the General Terms and Conditions will apply in
relation to any dealings in Investments held in your ISA Account. Should the General Terms and Conditions
conflict with the ISA Terms and Conditions, these ISA Terms and Conditions shall apply with respect to the
Trustnet Direct ISA only.
1.2 References to “Clauses” in these ISA Terms and Conditions set out in this Section D shall be to clauses in
this Section D unless specifically stated otherwise.
1.
Definitions
In these ISA Terms and Conditions the words and phrases in bold type are explained below. The words and
phrases explained in Clause 2 of the General Terms and Conditions also apply.
Account or Trustnet Direct ISA
an Individual Savings Account (“ISA”) which is designated as a Stocks and Shares ISA under the Regulations
subject to these Terms and Conditions
Account Investments
Investments and cash held in an Account as permitted by the Regulations
Account Manager, we, us, our, Trustnet Direct
Trustnet Direct which is a trading name of IITL which is an HM Revenue & Customs approved ISA manager,
number Z1731 and which is responsible for administering your ISA in accordance with the Regulations;
ISA
an Individual Savings Account in accordance with the Regulations;
ISA Application Process
the application process to be completed in applying for an Trustnet Direct ISA (as available on the Website)
ISA Transfer Process
the application process for the transfer of investments from an existing ISA held by you to the Trustnet Direct ISA
(as available on the Website)
Issuer
the company which issues Account Investments
Qualifying Investments
Investments which can be held in an ISA in accordance with the Regulations
Regulations
the Individual Savings Account Regulations 1998 and the related HM Revenue & Customs guidance notes for
ISA managers, as from time to time amended and in force
3. Provision of services
3.1 The Trustnet Direct ISA is an execution-only self-select Stocks and Shares ISA. Decisions to buy or sell
investments in your ISA are your own and the responsibility for such decisions is yours. If you have any doubts
that an ISA or a particular Trade in a Investment is, or remains, suitable for you, you should contact an FCA
authorised financial adviser to advise on such matters.
3.2 Your Account will be subject to the terms of the legal Agreement between us (as such term is defined in the
General Terms and Conditions and including these the ISA Terms and Conditions) and to the Regulations. Your
Account will be administered in accordance with the Regulations, which take precedence over these ISA Terms
and Conditions.
4. Your application
4.1 To open an Account with us or to transfer an existing ISA to us, an ISA Application Process must be
completed, and, where applicable an ISA Transfer Process. If your ISA Application Process is not completed in
full, or we have not been provided with supporting documentation that we have requested, we will not open your
Account until you have provided us with the missing details or documentation, which must be done within 30
calendar days of us notifying you of such missing details. Any ISA subscription received in the meantime will be
returned. Please see section 7 below which applies to transfers of existing ISAs.
4.2 We will open your Account when your application is approved by us and, we hold a valid subscription (see
section 6.3 below). Where you apply to transfer an existing ISA we will open your Account when your application
and ISA Transfer Application Process are approved by us and we receive the Investments and/or any cash to be
transferred from your existing ISA manager. (Only those Investments that are eligible to be held as part of the
Trustnet Direct Service (as detailed on the Website) may be transferred from an existing ISA)
4.3 The provisions above also apply to Trustnet Direct ISAs to be opened using cash funds from your Trustnet
Direct Trading Account. Cash funds will only be transferred from your Trustnet Direct Trading Account to your
ISA upon our acceptance of your ISA Application.
4.4 When you open a Trustnet Direct ISA we will also open an Trustnet Direct Trading Account for you (to the
extent that such an account is not already held by you) through which all Trades for your Trustnet Direct ISA will
be effected. The Trustnet Direct Trading Account will be subject to our General Terms and Conditions.
4.5 You have the right to close or suspend your Trustnet Direct ISA in accordance with the General Terms and
Conditions.
4.6 We reserve the right to refuse your application (including an application to transfer an existing ISA) without
reason, including in circumstances where we believe that any information provided by you is incorrect or if we
believe that you are not eligible for an Trustnet Direct ISA or to transfer an existing ISA.
5. Fees and charges
Dealing fee(s) and charges for the Trustnet Direct ISA are specified on our Website. Fees, charges and expenses
due to us (or agents used by us) from you plus any applicable Value Added Tax in respect of your ISA will be
collected in accordance with the General Terms and Conditions, save for any fees, charges or expenses which
the Regulations require to be met from the Account Investments or cash funds in your Trustnet Direct ISA.
1.
Investing in your Trustnet Direct ISA
6.1 To open a Trustnet Direct ISA, or to subscribe into a Trustnet Direct ISA, you must:
1.
be aged 18 or over at the time of your application;
2.
not have subscribed to another ISA of the same type in the then current Tax Year;
3.
not have exceeded the subscription limits or made a disallowed combination of ISAs in respect of the
then current Tax Year; and
4.
be resident and ordinarily resident in the United Kingdom for tax purposes or be performing duties as a
crown employee, working overseas or be the spouse or civil partner of such a crown employee working
overseas.
If, while you hold a Trustnet Direct ISA, your circumstances change and you no longer fall within any of the
qualifications listed above, you must inform us immediately.
Please note that it is not necessary to fall within the residence qualifications outlined at Clause 6.1(d) above in
order to transfer an existing ISA into a Trustnet Direct ISA. However, you must ensure that the residency
requirement is met in order to subscribe further funds in your Trustnet Direct ISA, whether in the current or future
Tax Years.
6.2 In accordance with the Regulations, In each Tax Year, you may subscribe to only one Stocks and Shares ISA
(whether with Trustnet Direct or any other provider) and you may only subscribe up to the HMRC ISA limits for a
Stocks and Shares ISA in any Tax Year. Details of the current limits that apply can be found on our Website,
which limits may change from time to time as a result of legislation.
6.3 Subscriptions must be made in your own name and you may invest one or more lump sums in your Trustnet
Direct ISA during the Tax Year up to the annual subscription limit (as mentioned in Clause 6.2 above).
Subscriptions may only be made in Sterling using the payment methods specified on the Website.
6.4 To the extent that you do not use you ISA subscription limit for a particular Tax Year, any unused portion
cannot be carried forward to the next Tax Year.
6.5 Where Investments are held in Safe Custody for us as detailed in the General Terms and Conditions we may
delegate some of the Account Manager’s administrative functions and responsibilities to a third party. If we do so,
we will satisfy ourselves that such third party is competent to carry out the delegated functions and/or
responsibilities. As Account Manager, we will remain responsible for the operation of your Trustnet Direct ISA.
7. Transferring an ISA
7.1 You may transfer the whole of your current Tax Year’s ISA subscriptions and/or your previous Tax Years’
investments in whole or part to your Trustnet Direct ISA provided that:
7.1.1 only Qualifying Investments may be transferred into a Trustnet Direct ISA;
7.1.2 you can only transfer Investments that are acceptable to us (in our absolute discretion); and
7.1.3 we shall only accept ISA transfers from Stocks and Shares ISAs or Cash ISAs as specified in the
Regulations and when you apply for a transfer of your current Tax Year’s subscriptions from a Cash ISA to a
Stocks and Shares ISA, the subscriptions will be treated as if they were made to the Stocks and Shares ISA.
7.2 We may impose Charges (as specified on our Website) in order to effect any such transfer.
8. Account investments
8.1 Your ISA Account includes all investments and all Income and other rights and proceeds relating to the ISA
Account Investments and any tax reclaimed on your behalf by us which has been received by us. Dividends, tax
reclaimed and other Income on Account Investments that we collect is credited to your Account as soon as is
practicable (except in the case of cash dividends that you instruct us to re-invest through our DRIP as detailed in
Section C of these terms). We will not be held responsible for any loss of interest due to any delay outside our
control in crediting any Income received to your Account. HMRC do not allow cash to remain un-invested in an
Account indefinitely.
8.2 You can only invest in Qualifying Investments through your Trustnet Direct ISA.
8.3 Account Investments will be held in accordance with the Safe Custody arrangements outlined in the General
Terms and Conditions and Client money forming part of your Account Investments will be held in accordance with
the Regulations and the Client Money Rules as set out in the General Terms and Conditions.
8.4 Information and valuations in respect of your Account Investments will be made available upon the terms set
out in the General Terms and Conditions.
8.5 The Trustnet Direct ISA does not meet the Government’s CAT (charges, access and terms) standards.
8.6 Your Account Investments will be, and must remain, in your beneficial ownership. They must not be used as
security for a loan except as permitted by the ISA Regulations.
9. Withdrawals and Closing your Account
9.1 At your written request to us in accordance with the General Terms and Conditions, all or a part of the
Account Investments held in a Trustnet Direct ISA or proceeds arising from the Account Investments may be
transferred or paid to you or to an authorised third party. We will make the transfers and payments as soon as
reasonably practicable after we receive your instructions. Withdrawals may be subject to the payment of an
administrative fee, details of which are available on our Website.
9.2 We can suspend or close your Account in accordance with the General Terms and Conditions. You can close
your Account at any time by giving us notice in accordance with the General Terms and Conditions.
9.3 If we or you close your Account, we will give you certain options and charges may apply, details of which are
available on our Website. We will, in accordance with your instructions:
1.
sell the Account Investments and pay to you the net sale proceeds and any other cash we are holding
for you in the Account (less any fees, Charges and other money you may owe us);
2.
transfer all or part of the Account Investments (less any fees, Charges or other money you owe us) to
another ISA manager in accordance with the Regulations; or
3.
arrange for the transfer and/or payment to you of the Account Investments.
We will make such transfers and payments as soon as reasonably practicable after we receive your instructions.
Further information is available on our Website.
9.4 We can also close or suspend your Account in the circumstances described in the General Terms and
Conditions.
9.5 If you do not comply with any of the Regulations relating to an Trustnet Direct ISA, you may lose the ISA tax
benefits and the Account may become void. We will inform you if, by reason of your failure to satisfy the
provisions of the Regulations, we become aware that this has happened.
9.6 We may, without your prior authorisation, dispose of any Account Investments held within the Trustnet Direct
ISA in order to return any tax credits to which you are not entitled to HMRC. If the Account is made void, we will
transfer the Account Investments to your Trustnet Direct Trading Account.
9.7 When your Account is being closed we may deduct any fees, Charges or other amounts outstanding on your
account, and any tax liabilities arising in respect of the Account from the Account Investments to be transferred to
you. We will complete any transactions that we have started before we receive your notice.
9.8 Your Trustnet Direct ISA will automatically terminate on your death and any tax benefits will cease. We will
deal with the Account Investments as instructed by your executors or personal representatives who should
arrange to provide us with such documentary evidence as we reasonably require.
9.9 If you subscribe to an Account, the Regulations permit us to merge the investments of previous ISA
subscriptions belonging to you with those of this Account (whether purely for administrative purposes or
otherwise). If this happens, these Terms and Conditions will apply to all those Investments for all purposes for
which the Regulations permit such a merger.
9.10 Please read carefully the sections of the General Terms and Conditions which set out our rights when you
owe us money, our rights to close your Account in certain circumstances and also to take steps to recover any
outstanding sums due to us, including a right to sell the Account Investments.
10. Our responsibilities to you
10.1 Trustnet Direct is not responsible for any loss you may suffer caused by a fall in the value of Account
Investments.
10.2 To the extent permitted by the FCA Rules, the Account Manager accepts no responsibility for the Account
Investments in your Account (nor for assets and cash transferred to your Account if an ISA is transferred to us
from an existing ISA Manager) until we receive cleared funds or investments transferred, nor for any loss suffered
due to any delay in the payment or transfer of funds or investments to the Account Manager.
10.3 Please read carefully the sections of the General Terms and Conditions which set out our responsibilities to
you and explain which matters we will not be responsible or liable for.
10.4 In the case of a transfer to an Trustnet Direct ISA, it is your responsibility to ensure that the existing ISA
manager complies with the transfer instructions given by us as the Account Manager.
11. Funding Your Account
11.1 You must ensure that there are sufficient cash funds in your Account to pay any tax liability incurred and any
fees, Charges and expenses which may be due to us. Any charges, fees or expenses collected by us from the
Account may reduce the tax benefits available to you.
11.2 You can fund your Trustnet Direct Account ISA in a number of ways. Further details and instructions on how
such payments/methods of funding are to be made are set out in the General Terms and Conditions and on the
Website.
11.3 Investments may be transferred into an Trustnet Direct ISA from a savings-related share option scheme, an
approved profit-sharing scheme or a share incentive plan. We will transfer shares received under a savingsrelated share option scheme, an approved profit-sharing scheme or an approved employee share ownership plan
into your ISA as soon as reasonably practicable after we have received your instructions to do so and any
necessary documentation we have asked you to complete is properly completed. In the case of a savings-related
share option scheme, you must make the transfer within [90] days of your exercise of an option. In the case of an
approved profit sharing scheme, you must make the transfer within [90] days from the day on which you direct
the trustees to transfer the shares to you or, if earlier, the day on which the shares are released from the scheme.
In the case of a share incentive plan, you must make the transfer within [90] days after the shares ceased to be
subject to the plan.
11.4 Trustnet Direct and/or IITL can suspend or withdraw all or part of the Trustnet Direct Investment Account
from you at any time on immediate oral or written notice. Even if we have already received your instructions to
carry out a deal, we will not be obliged to carry out and settle that deal in line with the conditions. If the Trustnet
Direct Investment Account is suspended, you can ask us to transfer any investments that we hold for you into
your name and the names of any joint holders and we will do this without charge. If the Trustnet Direct
Investment Account is withdrawn from you, we will transfer any investments that we hold for you into your
name and the names of any joint holders without charge.