Previous Terms and conditions

1. This Agreement

This is a legally binding agreement, which applies to all Freetrade customers (the “Agreement”). It regulates both your and our responsibilities and liabilities towards each other and includes important information about the Services that we provide to our customers. If you open a Freetrade ISA, you will also be subject to the ISA terms and conditions (“ISA Terms”), which can be viewed here. If you open a Freetrade SIPP, you will also be subject to the SIPP terms and conditions (“SIPP Terms”) which can be viewed here.

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You should read this document carefully and ask for independent professional advice if anything is unclear or if you have any questions.

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Do not use our Services if you are unclear about anything in this document, or if you do not agree to any of its terms. If you use our Services, you will be deemed to have agreed to this document, and it will establish a contract between you and us.

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This Agreement is governed by English law.

2. Defined Terms

We use some terms throughout this Agreement that have specific meanings. They are as follows:

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“Available Funds” means the total amount of funds that you have available to buy Securities using our Services. Your Available Funds will be displayed to you as part of the Services. This amount can be topped up through a transfer of funds from your Nominated Bank Account or through the sale of Securities that you hold through our Services. Your Available Funds will decrease when you buy Securities (where you commit to buying Securities, when we will deduct the amount of the transaction and related fees and costs from your Available Funds even before the buy transaction has been settled), or when you withdraw funds. Your Available Funds will not necessarily be equal to the amount of funds which are available for you to withdraw. For example, when you sell Securities, any cash proceeds from those sales will only be available to withdraw once those trades have settled (typically, 2-3 business days after the date of your trade execution). We may also reserve some of your Available Funds for orders you have submitted (e.g. limit orders).

“Basic member” means your status as a Basic member under the Basic subscription.

“Basic subscription” means your Basic member subscription in relation to the Services, as further described here and amended from time to time.

“Custodian” means a bank or other third party appointed by us from time to time, to hold our customers’’ Available Funds or Securities that they have purchased through our Services. We may also use one or more of our group companies or affiliates to act as a Custodian. Please see the “Use Of Custodians” sections in particular, which provides more information about how we choose Custodians and what would happen if one of our Custodians should be unable to pay any of your funds or Securities that they hold.

“Cut-Off Time” means the time of day when we begin executing Basic Orders. This may be a different time for different markets, details of which will be provided through our mobile application or on our website.

“Freetrade”, “we“, “our” or “us” means Freetrade Limited, our details are set out in the “About Us” section below.

“Freetrade Account” means a unique account that you will have with us. Your Freetrade Account will contain your personal details, will be linked with your Nominated Bank Account and will contain a summary of transactions you have executed using our Services, as well as the amount of Available Funds. It is important that you ensure the security of your Freetrade Account – please see the section on “Account Security” in particular.

“Freetrade GIA” means a Freetrade Account which is a General Investment Account.

“Freetrade ISA” means a Freetrade Account which is a Stocks & Shares ISA.

“Freetrade SIPP means a Freetrade Account which is a Self-Invested Personal Pension account.

“ForEx Providers” means a third party with whom we execute a foreign exchange conversion in respect of ForEx Securities. Our ForEx Providers include banks and Currency Cloud Limited.

“ForEx Securities” means Securities of companies or undertakings who have their primary quotation (or listing) on markets outside the country in which your Nominated Bank Account is based, or Securities that are priced in a currency that is different from the currency of your Nominated Bank Account.

“Instructions” means any instruction that we receive from you or from your Freetrade Account, through such means as we may from time to time permit, in which you request us to perform certain activities with respect to your Freetrade Account and/or the Services, including (by way of example) an instruction to buy or sell a Security, or an instruction to transfer some of your Available Funds to your Nominated Bank Account.

“Loss” means any allegation, claim, cost, expense, damage or other loss of whatever nature, and howsoever arising.

“Nominated Bank Account” means the bank account nominated by you at the time that you register for the Services, or changed by you from time to time through the Services, from which you will transfer funds to us (that we will add to your Available Funds) and into which we will pay your Available Funds when you make withdrawals through our Services.

“Plus member” means your status as a Plus member under the Plus subscription.

“Plus subscription” means your paid Plus member subscription in relation to the Services, as further described here and amended from time to time.

“Services” means the services that we will provide to you, as set out more fully in the “Our Services” section below.

“Securities” means shares, stocks, bonds or other types of instruments that can be bought or sold through our Services. These change from time to time.

“Standard member” means your status as a Standard member under the Standard subscription.

“Standard subscription” means your paid Standard member subscription in relation to the Services, as further described here and amended from time to time.

“Subscription Fee” means the subscription fee to be paid for the Standard subscription or Plus subscription (as applicable), which can be found here.

“US Broker” means any third-party US-based broker-dealer appointed by us from time to time.

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When we use the term “including” or where we give examples, that does not mean that the specific items we mention are an exhaustive list or that we only mean those specific items.‍

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3. About Us

We are authorised and regulated by the Financial Conduct Authority in the United Kingdom (FRN: 783189). We are a limited company incorporated in England (registration number 9797821), with registered address at 10 Devonshire Square, London, EC2M 4YP.

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While we are incorporated in England, we may operate our services from locations all around the world – in particular, the systems that we use may be based in other countries. We may also use or rely on third party service providers, agents, contractors, custodians, market and utility providers and others to be able to offer our services and perform our functions. You agree that, as between us, there is no restriction on our ability to use these third parties.

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4. Our Services

Subject to you having sufficient Available Funds and the terms of this Agreement, we will provide you with the ability to buy and sell certain types of Securities through the use of our mobile application, and we will arrange for those Securities to be held for you by our chosen Custodians from time to time. We will also arrange for your Available Funds to be held for you by our chosen Custodians. We refer to these as the “Services” that we will provide to you.

Certain shares available to trade through our Services are offered for fractional investment. Buy orders for these shares will be submitted in terms of the cash value you wish to invest. Sell orders for these shares will be submitted in terms of number of shares. The number of shares you buy or sell through this order may include a fraction of a share (following any currency conversion, including the deduction of relevant charges).

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Other Securities available to trade through our Service are offered for whole share investment only. Any orders for these securities will result in a whole shareholding only.

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The Services offered are the same for all of our customers. We do not offer tailor-made services to any of our customers and we do not offer any advice as to whether or not our Services are suitable to any of our customers. It will be your responsibility, at all times, to ensure that the Services we offer (including the functionality that we offer and the way(s) in which we deliver the Services), including any changes to the Services, are suitable to your specific needs and circumstances. If our Services do not meet your needs, you should stop using our Services.

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We will categorise and treat you as a “retail client” as defined by the Financial Conduct Authority in the United Kingdom, without any exception. As a result, you will benefit from the regulatory protection afforded by the relevant rules.

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5. Changes To Our Services and This Agreement

Our Services and this Agreement may change from time to time. These changes could include, by way of example only: (i) adding features or functionality to our Services, (ii) removing features or functionality from our Services, (iii) changing the countries whose residents are allowed to use our Services, (iv) changing the look and feel of our website or mobile applications, (v) changing the way in which our Services are delivered, (vi) changing the functionality of these delivery mechanisms, (vii) changing the systems that we use to deliver the Services, and (viii) changing the third parties we use or rely on to be able to deliver the Services. This is not an exhaustive list of the types of changes that we may make to the Services.

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We will provide you with at least 30 calendar days prior written notice by email or via in-app message where we make a change to the Services or the Agreement which may be detrimental to you (unless we are required to make the change sooner, which includes, for example making changes for legal or regulatory reasons, in which case, we will make information available about the change within 1 business day of the relevant change being made). Where we make a change to our Services or the Agreement which is not detrimental to you, we can make such change immediately. We will notify you of this change by email or via in-app message, except where such change is minor in nature (such as correcting typos).

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You should always make sure that our Services remain suitable to your specific needs and circumstances, and to stop using our Services if that is no longer the case. We will assume you agree with changes to this Agreement if you continue to use our Services after those changes have been made.

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6. Our Fees and Costs‍

The fees that we may charge for the provision of the Services (including the Subscription Fee), as well as the manner in which we charge those fees, is described in a separate fees section on our mobile application or our website, which can be found here. The amount of our fees (including the Subscription Fee), as well as the nature of our fees, may change from time to time. We will provide you at least 30 calendar days’ notice of any change to our fees which may be detrimental to you, in accordance with section 5.

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Where you commit to a transaction through our Services, you hereby irrevocably authorise us to deduct all fees, costs, taxes and levies (as well as the cost of the Securities in question, when you initiate a buy Instruction) from your Available Funds. An estimated total cost of the transaction will be displayed to you through our Services at the point at which you make a transaction. Following execution of such a transaction, all fees charged to you as well as associated costs (such as taxes, stamp duty and other duties, such as levies and charges) related to that transaction will be displayed to you through our Services.

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If the amount of your Available Funds is insufficient to cover the full cost of a transaction (including our fees, costs, taxes and levies and the cost of the Securities in question when you initiate a buy Instruction), you will not be able to complete the transaction and will need to add cash to your Available Funds first before you will be able to complete that transaction. Any pending transactions may also be cancelled. All fees are inclusive of VAT where applicable.

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6.1. Standard and Plus Members

Subscription Fee

“Subscription Fee” means the subscription fee to be paid for the Standard plan or Plus plan (as applicable), which can be found here.

In return for the relevant Subscription Fee, Standard and Plus customers will be charged differently to Basic customers for their use of some Services as displayed on our mobile application and our website.

When you sign up to become a Standard or Plus customer, you will be required to add valid payment card details to your account. We will periodically charge the Subscription Fee to your payment card, and you hereby irrevocably authorise us to do so.

Monthly and Annual plans

We may offer Standard and/or Plus plans on a monthly or an annual basis. There may be a reduction in the price of an annual Subscription Fee compared to the monthly Subscription Fee for the equivalent type of plan (an “Annual Discount”).

If you are a Standard or Plus customer, you will be charged the full Subscription Fee at the start of each billing cycle. You can see your plan type, billing cycle and payment dates by going to “manage your plan” in our mobile application. Your plan will automatically renew and you will be charged the relevant Subscription Fee at the start of the new billing cycle unless you tell us that you do not want this to happen in advance by going to “manage your plan” in our mobile application.

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6.2. Cancellations or Downgrades to Standard and Plus Member Status‍

You may change the type of plan that you have, by changing whether it is Basic, Standard or Plus and/or whether it is annual or monthly.

If you make any of the the following changes to your plan, this will be an “Upgrade”:

changing from a Basic plan to any other plan type;
changing from any monthly plan to any annual plan;
changing from a monthly Standard plan to a monthly Plus plan; or
Changing from an annual Standard plan to an annual Plus plan.

Any other changes to your plan are a “Downgrade”.

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Upgrades

You can make an Upgrade at any time by going to “manage your plan” in our mobile application. The Upgrade will take effect immediately, the new billing cycle will start and you will pay a new Subscription Fee. The Subscription Fee for any unused portion of the existing billing cycle will be used to reduce the new Subscription Fee.

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Downgrades

If your existing plan is monthly and you want to make a Downgrade, you can do this by going to “manage your plan” in our mobile application. The Downgrade will take effect at the end of the current billing cycle, and any new billing cycle and Subscription Fee will apply immediately after that.

If your existing plan is annual and you want to make a Downgrade at the end of the current billing cycle, you can do this by going to “manage your plan” in our mobile application. The Downgrade will take effect at the end of the current billing cycle, and any new billing cycle and Subscription Fee will apply immediately after that.

If your existing plan is annual and you want to make a Downgrade before the end of the current billing cycle, then you will need to request this by contacting us at https://freetrade.io/contact. The Subscription Fee for any unused portion of the existing billing cycle will be credited to you, minus any Annual Discount you have benefitted from and an administration fee of £5. We may use this credit to reduce any new Subscription Fee in respect of your new plan type. Any remaining amount of credit will be repaid to your payment card.

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Initial Subscription Cancellation Period

You are entitled to cancel your Standard or Plus plan by using the cancellation methods in our mobile application, within 14 calendar days from the date on which your Standard or Plus plan began (“Initial Subscription Cancellation Period”). If you cancel within the Initial Subscription Cancellation Period you are entitled to contact us for a refund of all Subscription Fees that you actually paid over the Initial Subscription Cancellation Period and we will treat you as someone who has never been a Standard or Plus member. That means you will become liable for any fees that you would have had to pay, as well as any benefits you would not have received, as a non-Plus or non-Standard member (including any interest you may have received from us in respect of your Freetrade GIA or Freetrade ISA) ("Retrospective Fees"), and you hereby irrevocably authorise us to deduct all such Retrospective Fees from your Available Funds.

‍If you cancel your status as a Standard or Plus member, you will ordinarily not be entitled to sign up for Standard or Plus membership for a period of 3 months from the date on which you cancelled.

You are entitled to individual cancellation rights with respect to your Freetrade ISA and Freetrade SIPP at the time of opening. You can read about these in the ISA Terms and SIPP Terms.

Ceasing to be eligible for your Freetrade ISA and/or Freetrade SIPP

Only Standard or Plus customers are eligible to hold an open Freetrade ISA. Only Plus members are eligible to hold an open Freetrade SIPP.

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An "open" Freetrade ISA or SIPP includes:

1. where an ISA or SIPP has outstanding cash or positions in Securities; or

2. where you have previously opened an ISA or SIPP and have not closed or transferred your Freetrade ISA or Freetrade SIPP in accordance with our instructions and the ISA Terms and SIPP Terms (as applicable).

Where you have an open Freetrade ISA and stop being a Standard or Plus customer you will be required to either:

1. sell any outstanding positions in Securities in your Freetrade ISA and then withdraw all resulting and existing cash to your Nominated Bank Account (or to transfer this cash from your Freetrade ISA to your Freetrade GIA), and then close your Freetrade ISA; or

2. transfer out your Freetrade ISA to an alternative provider.

Where you change your status from a Plus customer to a Standard customer, you will remain eligible to hold a Freetrade ISA.

Where you have an open Freetrade SIPP and stop being a Plus customer you will be required to transfer your Freetrade SIPP to an alternative provider.

The ISA Terms set out more details on the terms of your Freetrade ISA (including cancellation rights). The SIPP Terms sets out more details on the terms of your Freetrade SIPP (including cancellation rights).

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6.3. Ability to Recover Our Fees From Your Account‍

If the amount of your Available Funds is insufficient to cover any outstanding fees that you owe us (including any Subscription Fees), you hereby irrevocably authorise us to sell such number of Securities that you have acquired through our Services and that you hold with us, and to use the proceeds of those sales to cover our fees. We will give you at least 5 business days prior written notice of such a proposed sale(s) by email.

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Where we sell your Securities in order to recover fees due to us, we will select which Securities we will sell and we will have no duty to select any specific Securities that you may wish us to sell. We will use reasonable endeavours to sell only so many Securities as will cover the fees you owe us; however that may not always be possible, and where the amount we receive as a result of such a sale exceeds the amount you owe us, we will credit your Available Funds with the excess.

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7. Securities

The Securities that can be traded using our Service may change from time to time. Currently, the only Securities that can be traded through our Service are shares in listed companies and listed Exchange Traded Funds on certain stock exchanges.

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We may, from time to time, add to or remove from our Services, certain stock exchanges, specific Securities and/or types of Securities, and/or impose restrictions or limitations on certain Securities and/or volumes of Securities. This means the Securities that you will be able to trade using our Services may change over time.

We do not guarantee that any specific Securities, types of Securities or stock exchanges that may be available at any given point in time will always remain available or accessible through our Services. If we remove a Security from our Services, it will mean that you will no longer be able to issue buy Instructions for that Security through the Services. We will, however, unless we are prevented from doing so (including where trading in that Security has been suspended, or where we have not yet received that Security due to a corporate action still being processed by market counterparties or financial market infrastructure providers) allow you to issue sell Instructions in relation to any of that Security that you hold through our Services.

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We do not, as part of our Service, hold or offer to hold any share certificates or similar instruments.

8. No Investment Or Other Advice

The Services that we offer are what is known as “execution-only” services. That means, we will (subject to the remainder of this Agreement) execute your Instructions without investigating or advising on the suitability or otherwise of the investment or your Instructions.

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We do not provide or offer any investment or other advice, including advice on the suitability of any particular investment or investment strategy.

You agree that, by using our Services, you are responsible for your own investment decisions (i.e. the decision to buy, sell, withdraw monies, etc.) and investment strategy and that you have sufficient knowledge and experience to make those decisions, taking into account the risks associated with investments generally or a particular nature. If you are unsure of any investment or investment decision, you should seek the services of a qualified and registered financial adviser before you make the investment or decision.

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You agree that, when you provide an Instruction to us through our Services, we will be entitled to assume that you have considered the risks and merits of the proposed Instruction and taken independent advice where necessary.

We may from time to time publish general or specific information or commentary on our mobile and website application, our website, in the general press, through communications with you or otherwise. You agree that none of that information or commentary will ever constitute investment advice by us, and you should never treat it as such.

You hereby agree that neither Freetrade nor any of our group companies, directors, staff, agents, suppliers or contractors will have any liability, of whatever nature and howsoever arising, for any Loss arising from your decision to buy or sell Securities through our Services or otherwise through the use of our Services.

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9. Risk Warnings

You acknowledge and understand that we do not carry out any assessment of the suitability of our Services to your specific circumstances or your requirements, or your ability to suffer Losses incurred as a result of market movements before we allow you to use our Services or before we will act on your Instructions. We may, depending on the type of Securities that you deal in, require you to provide us with information so that we can carry out an assessment of the appropriateness of that type of Securities for you. If we are not satisfied that the relevant Securities are appropriate for you, we may refuse to act on your Instructions.

By using our Services, you acknowledge and understand that: (i) the Securities available to you through our Services may not be suitable for everyone, (ii) the value of your investments may go up and may go down, (iii) investment carries an inherent risk that you may lose some or all of the monies that you have invested and (iv) your liability to tax is dependent on your personal circumstances and independent advice should be sought if required.

Fractional share investment carries some additional risks to whole share investment. Fractions of shares traded through our Service cannot be traded on trading venues and are illiquid and unrecognised outside our trading platform and our US Broker. Fractional shareholdings bought through our Service cannot be transferred to another service provider and can only be liquidated through us.

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You should read our more detailed Risk Disclosure prior to signing up and using our services.

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10. Restrictions On Who May Use Our Services

‍Our Services are available ONLY to consumers (that is, individuals – not companies, partnerships or other entities – who are not in the business of trading Securities) who are over 18 years and who trade for their own account.

Our Services are, in addition, ONLY available to consumers who are usually resident in the United Kingdom.

By using our Services, you expressly confirm and warrant to us as follows: (i) you are doing so in your capacity as a consumer, (ii) you will use our Services only for your own account and not for, or for the benefit of, anyone else, (iii) you are usually resident in the United Kingdom, (iv) you are over 18 years of age, and (v) you will immediately stop using our Services if you are no longer doing so in your capacity as a consumer, or you wish to use our Services for the benefit of someone else, or you are no longer resident in the United Kingdom.

You confirm and warrant to us that you are not a United States person, including that you do not hold dual nationality with the United States and another nation. You may only hold one account of each type at Freetrade. If you seek to open duplicate accounts, we reserve the right to terminate all of your Freetrade Accounts.

11. Placing Instructions

‍Through our Service, you will be able to instruct us to buy or sell Securities for you that are available to trade through our Service, and to debit and credit monies from and to your Nominated Bank Account (“Instructions”). Our mobile application (but not our website) provides the functionality for you to place Instructions – we do not accept Instructions in any other way.

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When providing us with Instructions, you will either be required to submit the cash value which you wish to buy or sell, or the number of Securities that you wish to buy or sell (which, for certain shares you may trade through our Service, may result in you buying or selling fractions of such shares).

It is your responsibility to ensure that the contents of your Instructions are accurate and complete in all respects. We do not examine or investigate the accuracy of your Instructions and you hereby agree that we may assume, at all times, that your Instructions – as received by us – are correct and reflect your requirements.

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You will bear all risk of sending Instructions to us, even if they are incorrect or do not reflect your requirements. You acknowledge and agree that we may execute your Instructions exactly as we have received them, and agree that neither Freetrade nor any of our group companies, directors, staff, agents, suppliers or contractors will have any liability, of whatever nature, to you or anyone else for any Loss that you may suffer as a result of us executing your Instructions as we have received them.

12. Pre-Sale Disclosure Requirements

You should ensure that you are aware of additional fees and charges imposed by the issuer of Securities that you wish to buy, before dealing in those Securities. Examples include exchange traded funds and similar securities. Information regarding this will be made available in the relevant prospectus documents and on the websites of issuers. While Freetrade may facilitate access to this information (for example, by linking to the relevant documents from our mobile application or website), we will not be held liable for our failure to do so or the contents of the information linked to.

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Key Investor Information Documents (KIID), where available for certain Securities, will be linked to from our mobile application or website and will be available for you to review prior to placing an Instruction. By providing an Instruction, you confirm that you have read the relevant KIID and agree with its contents.

13. Executing Instructions

All Instructions to trade Securities will be executed in accordance with our Order Execution policy. You agree that you have read and agree with our Order Execution Policy by placing an Instruction.

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Our Order Execution Policy may change from time to time. You may not be notified of these changes before they take effect. It is your responsibility to ensure that you reconfirm and accept our Order Execution Policy before you place Instructions with us. You acknowledge and agree that we may assume you have read and agree with our Order Execution Policy each time that we accept your Instructions, and agree that neither Freetrade nor any of our group companies, directors, staff, agents, suppliers or contractors will have any liability, of whatever nature, to you or anyone else for any Loss that you may suffer as a result of your failure to review of our Order Execution Policy.

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

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If you give us an Instruction to buy Securities or to transfer funds to your Nominated Bank Account, you hereby irrevocably authorise us to deduct those amounts (together with our fees and any associated costs, charges, taxes and other deductions shown on our website or our mobile application) from your Available Funds. If you do not have sufficient Available Funds to cover the entire amount set out in the Instruction (including associated costs, charges, taxes and other deductions) you hereby acknowledge and agree that we will not process that Instruction (specifically, we will not process Instructions in part to cover only the amounts that you have in your Available Funds). You agree that neither Freetrade nor any of our group companies, directors, staff, agents, suppliers or contractors will have any liability, of whatever nature, to you or anyone else for any Loss that you may suffer as a result of us not executing Instructions where you did not have sufficient Available Funds to cover the Instruction (including associated costs, charges, taxes and other deductions).

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If you give us an Instruction to sell Securities or where you transfer funds to us from your Nominated Bank Account, you hereby irrevocably authorise us to add the proceeds of the sale transaction (less any associated costs, charges, taxes and other deductions shown on our website or our mobile application) or the amounts that you have transferred to us (as appropriate) to your Available Funds.

14. Order sizes

14.1 Minimum order size

The minimum order amount for any buy Instruction in a Security is £2.00. The minimum order amount for any sell Instruction in a Security is £2.00 unless you are selling your entire holding in that Security, in which case the minimum is £0.01.

Orders for less than this minimum order amount will not ordinarily be permitted. If you hold a position in a Security which is worth less than £0.01 (for example, if the market value of your position falls, if you sell part of your holding, or as a result of a corporate action on that Security), you may not be able to sell this holding. In order to sell the holding, you may need to buy more of this Security so that you own a holding worth more than £0.01 and are then able to sell your holding in this Security. In circumstances where this is not possible, you may not be able to sell your holding.

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14.2. Maximum order size

Orders are subject to a maximum single order amount. This maximum amount differs depending on the Security traded and may be varied from time to time. If you attempt to place an order size in excess of the maximum order size, a warning will display in our mobile application and you will be prevented from placing the order. Where you wish to place an order in excess of the maximum amount, you are able to split your order into more than one Instant Order or Basic Order, by placing multiple orders.

15. How We Execute Buy And Sell Instructions For Securities

‍We offer different types of Services for the execution of your orders when you place an Instruction with us. You will be able to select available Services you wish to use when you place an Instruction with us. Some types of Service are only available to Standard and Plus members. We execute Instructions received through these Services differently – the main differences are described below. You should consider carefully which of these Services is right for you each time you place an Instruction with us.

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15.1. Instructions to execute using our Basic Order:

If you decide to place an Instruction outside of the available trading hours for the relevant market, you can place these Instructions using our Basic Order type. You should be aware that we will not execute your Instructions immediately when we receive this type of order. Instead, we will wait until our relevant Cut-Off Time in the relevant market, and then we will either execute your Instructions following this Cut-Off Time as an individual order, or execute in bulk your Instructions together with all other instructions that we have received from our other customers who placed Instructions using our Basic Order type before the Cut-Off Time. The Cut-Off time for a Basic Order will be shown in our mobile application, on the order review screen. Basic orders will be sent for execution during the time between the Cut-Off Time and the closing time of the market for the relevant Security.

This means there will be a delay between the time that you place an Instruction and the time that we execute that Instruction, and this means there is a risk that the price of the Securities you want to buy or sell may change, and that it may be different at the time that we execute your Instruction compared to the price at which those same Securities could have been bought or sold at the time that you placed the Instruction. As a result, if you placed an Instruction to:

(i) sell a specific number of Securities, the price of those Securities may be higher or lower than the price shown at the time that you placed the Instruction with us (and we will credit your Available Funds with the proceeds actually received), or

(ii) spend a certain cash amount on buying Securities, you may receive fewer or more of the Securities (or fractions of Securities) than the amount of Securities that was shown at the time that you placed the Instruction with us.

You will have the ability to cancel any Instructions that have not yet been executed or transmitted by us, by sending us a cancellation Instruction through our mobile application (but not through our website or any other means). We must, however, receive your cancellation Instruction before the Cut-Off Time – if we receive a cancellation Instruction from you after the Cut-Off Time, that cancellation Instruction will not be processed and we will execute your original Instruction.

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

We strongly recommend that you check the price of the Securities in respect of which you have given us an Instruction, closer to the Cut-Off Time, to satisfy yourself of the price of the Securities in respect of which you have sent us Instructions.

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15.2. Instructions to execute using our Instant Order:

If you select to place an Instruction using our Instant Order type, we will execute your Instruction as soon as reasonably practicable after we have received it. Under normal circumstances, there should be no (or very little) delay between the moment that you place the Instruction through our Service and the time that we execute the Instruction, provided you place the Instruction during the trading hours of the relevant market. It is not possible to place an Instant Order outside of the available trading hours for the relevant market.

You will not have any ability to cancel any Instructions of this type once you have sent them to us, so you must ensure that you are satisfied with your Instructions before you commit.

As a result of the way in which we execute Instructions for our Instant order type, the price of the Securities at the time that we execute your Instruction should, under normal circumstances, not be very different from the price of the Securities displayed on our mobile application at the time that you placed the Instruction. However, given the speed at which markets move, and given that the execution price is different from the prices displayed through our Services (see the section on “Pricing of Securities” below), there may be some difference between the price of the Security displayed through our Services and the execution price. As a result, where you place an Instruction to:
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sell a specific number of Securities, the price of those Securities may be higher or lower than the price shown at the time that you placed the Instruction with us (and we will credit your Available Funds with the proceeds actually received), or
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spend a certain cash amount on buying Securities, you may receive fewer or more of the Securities (or fractions of Securities) than the amount of Securities that was shown at the time that you placed the Instruction with us.

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15.3. Instructions to execute using our Triggered Order:

If you select to place an Instruction using our Triggered Order type, you will set a price which, if reached during normal market hours for the relevant Security, will trigger an instruction to buy or sell the relevant Security.

There are three categories of Triggered Order type:

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(i) Triggered Buy Order - if the price falls to, or below, the Trigger Price set by you, it will trigger an Instruction to buy the relevant Security. The actual execution price may be higher or lower than the Buy Trigger Price. The amount of the Security we will seek to purchase will be determined by the cash amount you entered in your Instruction and will include fractions of shares.

ii) Triggered Sell Order - if the price rises to, or above, the Trigger Price set by you, it will trigger an Instruction to sell the relevant Security. The actual execution price may be higher or lower than the Sell Limit Price. The amount of the Security we will seek to sell will be determined by the number of shares you entered in your Instruction.

(iii) Triggered Stop Loss Order - if the price falls to, or below, the Trigger Price set by you, it will trigger an Instruction to sell the relevant Security. The actual execution price may be higher or lower than the Trigger Price. The amount of the Security we will seek to sell will be determined by the number of shares you entered in your Instruction.

The difference between the actual execution price from the Trigger Price entered in your Instruction may be due to market prices moving between an Instruction triggering and the order executing, or due to differences between prices published in data feeds and the price at which market counterparties are willing to execute a buy or a sell order.

We also do not guarantee that an Instruction will be sent or that an order will execute for a Triggered Order type, even if the observed price of the Security reaches the Trigger Price. This scenario may occur due to the willingness of market participants to execute orders, as well as technical issues within Freetrade’s internal systems or those of one of our external suppliers or other third party.

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You hereby agree that neither Freetrade nor any of our group companies, directors, staff, agents, suppliers or contractors will have any liability, of whatever nature and howsoever arising, for any Loss arising from us executing your Instructions at a price that is different from the Trigger Price that you entered in your Instruction; from us not executing your Instructions; or from your Instructions being cancelled. A Triggered Order Instruction will normally remain live for up to 90 calendar days from the day on which it was placed (or as otherwise communicated in the order confirmation screen), until it is cancelled by you, or until it executes, whichever is the sooner.

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You have the ability to cancel a Triggered Order Instruction up until the point it triggers. Once an Instruction has triggered, it is not possible to cancel it. There is always a risk that you may not be able to send a cancellation Instruction before the Order Instruction has triggered or that we may not receive it, including (for example) if our systems are non-responsive, if there is a communications failure or if you are unable to log into your Freetrade Account.

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You should consider this risk before you place a Triggered Order. In some circumstances, your Triggered Order Instruction may be cancelled by Freetrade or by a third party. These circumstances include where a Security is subject to a corporate action or there is a significant change in the exchange rate for ForEx Securities, we may (but will not always) cancel Triggered Order Instructions in that Security.

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These circumstances also include where an Instruction triggers but the order fails due to internal or external factors, such as if there are no acceptable quotes from market counterparties at that time. Your Instruction may also be cancelled where there are any unpaid fees or charges owed to us, such as Subscription Fees which have not been paid to us, or for Freetrade’s own risk or regulatory reasons.

Where you place a Triggered Order Instruction, you will not be able to withdraw or otherwise use the funds or Securities required for the execution of your Instruction. In some circumstances, we may reserve an additional amount of your Available Funds for an Instruction, for example for Triggered Order Instructions for ForEx Securities, where a buffer amount may be added to account for the potential impact of changes in exchange rates on the Instructions.

Triggered Order Instructions may not be available for all Securities or for all customers, and their availability may change from time to time.

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15.4. Instructions to execute using our Limit and Stop Loss Order:

If you select to place an Instruction using our Limit and Stop Loss Order type, you will set a price which, if reached during normal market hours for the relevant Security, will trigger an instruction to buy or sell the relevant Security.

There are three categories of Limit and Stop Loss Order type:

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(i) Buy Limit Order - if the price falls to, or below, the Limit Price set by you, it will trigger an Instruction to buy the relevant Security. The actual execution price may be equal to or lower (but not higher) than the Limit Price. The amount of the Security we will seek to buy will be determined by the cash amount you entered in your Instruction.

(ii) Sell Limit Order - if the price rises to, or above, the Limit Price set by you, it will trigger an Instruction to sell the relevant Security. The actual execution price may be equal to or higher (but not lower) than the Limit Price. The amount of the Security we will seek to sell will be determined by the number of shares you entered in your Instruction.

(iii) Stop Loss Order - if the price falls to, or below, the Stop Price set by you, it will trigger an Instruction to sell the relevant Security. The actual execution price may be equal to or lower (but not higher) than the Stop Price. The amount of the Security we will seek to sell will be determined by the number of shares you entered in your Instruction.

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In rare circumstances Buy Limit Orders and Sell Limit Orders in UK instruments will execute at a price slightly worse than the Limit Price set by you, for instance if the instrument is experiencing low liquidity and the best quote we receive is within a small tolerance of the price you set.

We do not guarantee that an Instruction will be sent or that an order will execute for a Limit and Stop Loss Order type, even if the observed price of the Security reaches the Buy Limit Price, Sell Limit Price or Stop Price. This scenario may occur due to the willingness of market participants to execute orders, as well as technical issues within Freetrade’s internal systems or those of one of our external suppliers or other third party.

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You hereby agree that neither Freetrade nor any of our group companies, directors, staff, agents, suppliers or contractors will have any liability, of whatever nature and howsoever arising, for any Loss arising from us executing your Instructions at a price that is different from the Buy Limit Price, Sell Limit Price or Stop Price price that you set; from us not executing your Instructions; or from your Instructions being cancelled. A Limit and Stop Loss Order Instruction will normally remain live for up to 90 calendar days from the day on which it was placed (or as otherwise communicated in the order confirmation screen), until it is cancelled by you, or until it executes, whichever is the sooner.

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You have the ability to cancel a Limit and Stop Loss Order Instruction up until the point it triggers. Once an Instruction has triggered, it is not possible to cancel it.

There is always a risk that you may not be able to send a cancellation Instruction before the Order Instruction has triggered or executed or that we may not receive it, including (for example) if our systems are non-responsive, if there is a communications failure or if you are unable to log into your Freetrade Account.

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You should consider this risk before you place a Limit or Stop Loss Order. In some circumstances, your Limit or Stop Loss Order Instruction may be cancelled by Freetrade or by a third party. These circumstances include where a Security is subject to a corporate action or there is a significant change in the exchange rate for ForEx Securities, we may (but will not always) cancel Limit or Stop Loss Order instructions in that Security.

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Your Instruction may also be cancelled where there are any unpaid fees or charges owed to us, such as Subscription Fees which have not been paid to us, or for Freetrade’s own risk or regulatory reasons. Where you place a Limit or Stop Loss Order Instruction, you will not be able to withdraw or otherwise use the funds or Securities required for the execution of your Instruction.

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In some circumstances, we may reserve an additional amount of your Available Funds for an Instruction, for example for Limit or Stop Loss Order Instructions for ForEx Securities, where a buffer amount may be added to account for the potential impact of changes in exchange rates on the Instructions. Limit and Stop Loss Order Instructions may not be available for all Securities or for all customers, and their availability may change from time to time.

16. Settlement of Instructions‍

Where you issue an Instruction to buy or sell Securities, we in turn rely on market infrastructure and counterparties to settle the trades. We do not have control over that market infrastructure or counterparties, and accordingly accept no liability, of whatever nature, if those trades fail to settle or for any Loss arising from failed trades. We will credit your account with and make available to withdraw the amounts of any trades that have not settled, as soon as may be practicable in the circumstances, less any costs or fees that are not refundable.

17. No Right To Cancel

You will be shown a summary of your Instruction before you finally place it with us, together with the price of the relevant Security and all associated fees, costs, taxes and other deductibles. It is your responsibility to ensure that your Instructions are accurately reflected, and that you accept the price and all associated fees, costs, taxes and other deductibles, before you finally place the Instruction. Once you have placed an Instruction, you will not be able to cancel it (the only exceptions are batched Instructions that can be cancelled by another Instruction before the Cut-Off Time, where the Basic order type is selected, or Triggered Orders or Limit and Stop Loss Orders, where the Instruction has not yet triggered).

18. Market Data Displayed as Part of our Services‍

Our Service will display market data to you, including the latest market price received for various Securities. This data will be displayed by us exactly as we receive it from third party providers of that data. This type of data is subject to constant change and will be updated frequently. This data is received from a number of different third-party providers. For some Securities, a real-time or close to real-time market price is displayed; for other Securities, a delayed market price is displayed. The source and type of market data, together with the time at which the last data point was received, is displayed on the stock screen in our mobile and website application.

The market data displayed as part of our Services is highly confidential and made available to you on condition that you will not use that data for any purpose other than in connection with our Services. In particular, but without limitation, you hereby agree not to (i) use any of the data that we provide as part of our Services for commercial purposes; (ii) make that data available to any other person (whether for free or otherwise); (iii) publish that data anywhere; or (iv) provide access to that data to anyone else through your account.

19. Pricing of Securities

The price at which we execute your buy or sell Instructions will be the price that we are able to obtain from the market at the point of execution of your Instructions. That price may be different from the price of the relevant Security displayed on our mobile or our website application.

The execution price is a price that the market is willing to buy or sell the Security in question, at the point of execution, and is not something we can control (except, in the case of Limit and Stop Loss Orders, which will only execute according to the Limit or Stop prices - as described in section 15.4).

We are not responsible for any movements in the market between the time that your Instruction has been placed and the time that your Instructions are executed or for any difference between the price of a Security displayed as part of our Services and the eventual execution price that we are able to obtain at the point that we execute your Instructions in the market.

You accept and understand that there is a difference between market prices displayed as part of our Services and the price at which the market is prepared to execute a transaction at the point of execution of the trade.

We do not validate that the market data that we receive from our market data providers and that we display as part of our Services, is correct or accurate, nor do we verify that the price at which Instructions are executed in the market is the best price available in the market for the relevant Securities (we do, however, comply with our best execution duties as required by our regulators).

We assume no liability if the market data we display as part of our Services is incorrect or if the price at which a trade is executed for you is not the best price in the market.

In the unlikely event that the market data displayed through our Services is incorrect (including, by way of example, if the market data displayed is wrong as a result of a systems error or incorrect market data received by us from our market data providers), we reserve the right to take all steps that we in our sole discretion believe are necessary or appropriate, including to cancel all affected but unexecuted Instructions that were based on that incorrect market data, and to reverse executed Instructions that were executed on the basis of incorrect market data.

We are, however, under no obligation to take such steps and you acknowledge that, even where we take such steps, we may not be successful. We will use reasonable endeavours to notify you if we intend to take, or have taken, this type of action.

You agree that neither Freetrade nor any of our group companies, directors, staff, agents, suppliers or contractors will have any liability, of whatever nature and howsoever arising, for any Loss arising if the price at which your Instructions are executed is incorrect, not the same as the market data displayed on our Service or not the best available price in the market, or arising from remediation efforts we may decide to take as set out above.

20. Confirmation Of Instructions‍

You will be able to access a confirmation of each Instruction that you have placed with us, which will include a summary of the Instruction details. This confirmation will be displayed in your Freetrade Account on our website or in our mobile application and made available within a reasonable time after the Instruction has been executed. However, there are many reasons why you may not receive a confirmation (for example, if there is a system or communications issue, or if you are unable to connect). The fact that you may not have received a confirmation of your Instruction does not mean the Instruction was not placed with us.
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21. Your Nominated Bank Account‍

You are required to nominate a bank account located within the United Kingdom, at the point in time that you register for our Services. This will be your “Nominated Bank Account” from which we will accept transfers of funds and to which we will transfer your funds, based on your Instructions.

You may change your Nominated Bank Account to another bank account located within the United Kingdom, using the mechanisms that we provide for this purpose as part of our Services and subject to any anti-money laundering checks we deem to be required before accepting the change.

We do not currently accept bank accounts outside of the United Kingdom, bank accounts denominated in a currency other than Pounds Sterling or joint accounts.

Your Nominated Bank Account must be registered in your name. We do not currently accept bank accounts outside of the United Kingdom (unless the bank is authorised to provide deposit-taking services in the UK), bank accounts denominated in a currency other than Pounds Sterling, or accounts in the name of a business or corporate entity.

We do not accept deposits from financial institutions operating under Electronic Money permissions, or other non-bank permissions. You hereby confirm and warrant that you are the account holder of your Nominated Bank Account, that it is held in your own name, and that you are authorised to allow us to accept funds transferred from that Nominated Account and to transfer funds into your Nominated Bank Account.

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21A Paying into your account by direct debit

We may permit you to pay into your account from your Nominated Bank Account by direct debit.

If you use this method then you will need to make a direct debit instruction. Your money will be collected from your Nominated Bank Account by a third party payment provider in accordance with the direct debit rules that will apply between you and them. This third party will be a regulated payment services provider and will be subject to relevant rules and regulations, including to take steps to keep your money separate from theirs until they pay it to us. We don’t hold the money that they collect, and we will not treat it as client money, until it is actually received by us.

A payment made by direct debit will usually become available funds in your account within 3 business days of it being collected from your Nominated Bank Account. We may allocate the payment to your account earlier than this but it will not be available for you to invest or to withdraw, and no interest will be payable on it, until it becomes available funds.

In some cases, we may have to pay a direct debit payment back to the payment services provider after we have received it. This may happen, for example, if the payment is reversed from your Nominated Bank Account, or if you reclaim the payment from the payment services provider (a “chargeback”), under the direct debit rules. If this happens then you will owe us the relevant amount and we can, where it is reasonable for us to do so:

take the relevant amount from the cash in your account;
if you don’t have sufficient cash in your account, sell down your securities to realise the outstanding amount;
prevent you from using the relevant amount of cash to trade or make a withdrawal; and/or
require that you pay the relevant amount to us directly.

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22. Linking your account and funding through Open Banking

You are able to link your Nominated Bank Account and fund your account directly from our mobile application using Open Banking.‍

We use a tool provided by TrueLayer Limited (www.truelayer.com) ("TrueLayer") to link your Nominated Bank Account to your Freetrade Account and to initiate payments from your Nominated Bank Account. ‍

When you link your Freetrade Account or initiate a payment via Open Banking, you will be redirected to your bank by Truelayer in order to authenticate yourself.‍

When you link your Freerade Account or instruct a payment via our Services using TrueLayer, TrueLayer's terms of service ("Terms of Service") will apply. The Terms of Service set out the terms on which you agree to TrueLayer initiating payment from your payment account and accessing information on your payment accounts for the purposes of transmitting that information to us.‍

TrueLayer is subject to UK and EU data protection laws and is required to treat your data in accordance with those laws, as well as the Terms of Service and TrueLayer's Privacy Policy. TrueLayer is authorised by the UK Financial Conduct Authority under the Payment Services Regulations 2017 to provide account information services and payment initiation services (Firm Reference Number: 793171).

23. Use Of Custodians

We use third-party banks and Custodians to hold our customers’ funds (including your Available Funds) and Securities for them. In the case of Securities purchased by you through our Services, we may use our own nominee company, Freetrade Nominees Limited, which is also a Custodian. We will require those Custodians to hold your Available Funds and Securities in accordance with the rules of the Financial Conduct Authority in the United Kingdom, including that all cash should be held in a segregated and designated client money bank account (to be clear, you will not have your own account with our Custodian, there could be a single account in which all of our customers’ funds, including yours, will be deposited).

We will conduct reasonable investigations and make reasonable enquiries concerning the financial standing of our Custodians before we appoint them, and will continue to use reasonable endeavours to monitor their financial standing and general conduct of their business for so long as they remain appointed by us.

The decision as to which Custodians to use, including changes to Custodians, will rest solely with us.

We may, in our sole discretion and based on the Securities in which you make Instructions, appoint Custodians to hold funds and/or Securities abroad. We will use reasonable endeavours to ensure that the level of protection afforded by Custodians who hold funds and/or Securities abroad will be materially the same as the level of protection afforded by our Custodians who hold funds and/or Securities in the United Kingdom, however you should be aware that there may be differences.

We may place funds in notice or term deposit accounts with a notice period or term of up to 95 calendar days. Placing client money in notice or term deposit accounts does not in itself affect your ability to deal with or withdraw funds from your account with us, however in the unlikely event of insolvency of Freetrade, such amounts may not be immediately available upon request.

You agree that neither Freetrade nor any of our group companies, directors, staff, agents, suppliers or contractors will have any liability, of whatever nature and howsoever arising, for any loss of or reduction in your Available Funds or Securities while held by our Custodians (including if one of our Custodians should become insolvent or otherwise unable to transfer your Available Funds or Securities) or for any delay in those Custodians transferring your Available Funds or Securities based on your Instructions. We will, however, use all reasonable endeavours to assist in efforts to recover your Available Funds or Securities, should there be a loss of or reduction in your Available Funds or Securities while held by our Custodians. ‍

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24. Your Securities‍

The Custodian that holds Securities that you have acquired through our Services will have legal title to those Securities and will hold those Securities in its name – in other words, the Custodian’s name will appear on all registers, etc. that show who the owner of those Securities is. However, you will be the beneficial owner of those Securities – in other words, as between you, us and the Custodian, you are the ultimate owner of those Securities.

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24.1. Corporate actions

A person who holds Securities may from time to time be invited to cast votes in relation to the company whose Securities those are, attend meetings of those companies, subscribe for additional Securities and/or to take other actions, all on account of the fact that that person is a holder of those Securities. These are sometimes referred to as “corporate actions”. The registered holder of those Securities will be informed of these corporate actions (i.e. the Custodian in this case). Aside from in relation to proxy voting below and the rights our ISA Terms set out that we will facilitate in relation to Securities you hold in your Freetrade ISA, you hereby: (i) acknowledge and agree that we will have no duty to inform you of any corporate actions related to any Securities that are beneficially owned by you through our Services, even if we become aware thereof, (ii) irrevocably waive your right to exercise any corporate actions that may be exercised by the holder of the Securities that you beneficially own through our Service, and (iii) agree that the Custodian may in its discretion act on those corporate actions as it sees fit (which may include not to take any action at all).

To the extent that your Securities entitle the holder thereof to any proceeds (for example, dividends or interest in the form of cash) or to other benefits we will, promptly after having been informed of those proceeds or benefits, use reasonable endeavours to collect those from the relevant Custodians and (i) credit your Available Funds with the amount of that dividend that pertains to your holding once we have received those proceeds in cleared funds, or (ii) update our records to show the increased number of Securities held by you.

We are under no obligation to initiate or defend any legal action (including class action), join any shareholder action, or take any action with respect to your Securities (other than as set out above) that will require us to incur any expense – and we are not obliged to require any Custodian to do so – in respect of Securities that you hold through our Services.

In relation to securities issued in the US, we will provide you with the ability to participate in general meetings via a proxy voting service. This will enable you to vote on corporate governance decisions where the issuer of the securities needs to seek shareholder consent. These are called “mandatory corporate actions” and include things like voting at general meetings, board elections, mergers and acquisitions and changes to company bylaws. We will share your personal data with third parties to the extent necessary to provide you with this service, in accordance with our Privacy Policy.

24.2. Securities Lending

During your Freetrade Account opening process or at a point thereafter, you will have provided your express consent to Freetrade lending securities held in your Freetrade GIA or Freetrade SIPP (the "Lendable Securities") on the terms set out in this section ("Securities Lending").

All customers must provide us with express consent to Securities Lending. Without such consent, we will not be able to provide you with the Services under this Agreement and any existing Freetrade Account(s) you hold will be terminated in accordance with section 33 of this Agreement. Any securities held in your Freetrade ISA will not be eligible for Securities Lending.

By providing us with your explicit consent to Securities Lending, you acknowledge that you have granted Freetrade the right to use your Lendable Securities for securities lending transactions.

Until such time as we may exercise our right to use your Lendable Securities, those Lendable Securities will be treated as client assets and will be held by a Custodian in accordance with section 23 of this Agreement.

If Freetrade exercises its right to use the Lendable Securities, we will ensure that we have received liquid collateral of greater value in return for the securities lent. You will therefore become the beneficial owner of the collateral, as set out below. This means that during this time:

(a) you will no longer have ownership of the lent securities;

(b) section 23 of this Agreement will not apply to the lent securities; and

(c) you will not be able to exercise any shareholder rights (including any voting rights) in respect of the lent securities.

When the relevant securities lending transaction(s) are complete, Freetrade shall be obligated to return the lent securities to you.

It is not possible for you to select securities for participation in Securities Lending.

‍Freetrade will lend the Lendable Securities to a third party counterparty (the "Borrower"). In exchange for the Lendable Securities, an appointed third party lending agent will receive collateral from the Borrower for an amount greater than that of the loaned security value. Such collateral will be held on your behalf and monitored on an ongoing basis during the time period that the securities are lent.

Until such time as the securities lending transaction(s) are complete, the collateral will be designated as safe custody assets under the applicable part of the CASS sourcebook of the FCA Handbook and held by a third party manager in a segregated account on your behalf, together with collateral held on behalf of other Freetrade customers whose securities are being lent under this section 24.2. In the unlikely event that the Borrower defaults on their obligation to return the securities, Freetrade will take all reasonable measures to return to you equivalent securities. The collateral received under this paragraph will be in the form of (a) High Quality Liquid Assets, which are designed to be liquidated easily and immediately into cash, with minimal or no loss of value, such as government bonds; or (b) cash.

‍Freetrade will be paid a fee by the Borrower in relation to any lent securities under this section 24.2. This allows Freetrade to provide you with the ability to invest in stocks on a commission-free basis. Other applicable charges will continue to apply, as referred to at section 6 of this Agreement.

‍The right to use which you grant to us allows us to exercise our right to use your Lendable Securities to enter into securities lending transactions at our discretion. We will not notify you where we have exercised our right to use. Information setting out which of your Lendable Securities have been lent will be available via your monthly statement.

If your Lendable Securities are already on loan (i.e. we have exercised our right to use your Lendable Securities under this section 24.2) and you decide to sell an amount of the securities in your Freetrade Account that will mean selling the Lendable Securities, a recall process will be initiated. The recall process will involve returning your Lendable Securities to you, at which point your sell instruction will be completed. This recall process may delay the time it takes to settle your sell instruction (however this should not normally be the case).

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25. Interest On Your Available Funds

25.1. Standard and Plus members

Subject to section 6, if you are a Standard or Plus member, you may receive interest on a capped amount of the Available Funds which you hold in your Freetrade GIA or Freetrade ISA. The interest rate, which you will receive, and the capped amount, on which interest will be calculated, can be viewed on the following sections of our website: (i) for Standard Members, here; and (ii) for Plus Members, here. We can make changes to the interest rate and capped amount from time to time.

Where you hold both a Freetrade ISA and a Freetrade GIA, the amount will be capped according to the combined Available Funds in the accounts. You will not receive any interest on any Available Funds held in excess of the Capped Amount.

Where you hold both a Freetrade ISA and a Freetrade GIA, the Available Funds held in your ISA will take priority over the Available Funds held in your Freetrade GIA for eligibility for and receipt of interest. This means that if the amount of Available Funds held in your ISA is equal to or greater than the Capped Amount, you will receive interest on the Capped Amount in your ISA and you will receive no interest on the Available Funds held in your Freetrade GIA.

We will calculate how much interest you have earned daily, based on the combined Available Funds held in your Freetrade GIA and Freetrade ISA at the end of each working day. Any deposits received on weekends and on some bank holidays will not be eligible to receive interest until the next business day. We will add any earned interest monthly to the Available Funds in your Freetrade GIA or Freetrade ISA. Ordinarily, the earned interest for a calendar month will be added to your Available Funds on the 11th business day of the following month.

While we endeavour to allocate any funds received to your accounts as soon as possible (for example, deposits or dividends), there can be delays to this allocation. If funds are allocated to one of your accounts after the monthly interest amount is calculated for payment, due to issues outside of our reasonable control, they will not be eligible to receive interest in respect of that month period.

If you downgrade your member status or cancel your Standard or Plus subscription in accordance with section 6.2, you will only be entitled to receive the relevant interest for the days on which you held a valid Standard or Plus subscription. If you fail to pay the relevant Subscription Fee on time for a period, you will not be entitled to interest for that period.

If you do not wish to earn any interest on your Available Funds, you can opt out of receiving any interest, provided that you get in contact with us to communicate this.
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25.2. Other users

If you are not a Standard or Plus member, your Available Funds will not attract any interest, even if they are in credit. You acknowledge that we may receive interest on all of our customers’ funds held by our Custodians, and hereby waive your right to claim payment of any part of such interest. ‍‍‍
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26. How We Execute Instructions To Withdraw Funds‍

When you send us an Instruction to withdraw funds from your Available Funds, we will only act on Instructions to transfer the amount you have decided to withdraw to your Nominated Bank Account. We will not accept any Instruction to transfer any of your Available Funds to any source or account, other than your Nominated Bank Account.

Our responsibility, when you send us an Instruction to withdraw from your Available Funds, is to instruct our Custodian that holds your Available Funds to transfer those funds to your Nominated Bank Account. We are not responsible for any delays in the transfer of funds.

You hereby irrevocably agree that, if we transfer funds to your Nominated Bank Account, we will have fulfilled our duties to you in respect of that transfer.

You may be responsible for fees and expenses that your bank imposes on you in respect of the transfer of funds to your Nominated Bank Account. Freetrade will not be responsible for any of those costs or expenses. ‍
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27. ForEx Securities‍

The following special terms apply in relation to all ForEx Securities, in addition to the other terms of this Agreement.

Since ForEx Securities are denominated in a currency different from that of your Nominated Bank Account, we need to arrange for a foreign exchange conversion at the point in time that the Instruction to buy or sell those ForEx Securities is executed.

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We will convert Instructions for ForEx Securities into the currency of your Nominated Bank Account, and display the estimated converted price or number of ForEx Securities, at the time that you are requested to confirm the Instruction. This estimated price or number of ForEx Securities will include the estimated foreign exchange conversion rate. Upon execution of your buy or sell Instruction, we will execute a foreign exchange conversion with one of our chosen ForEx Providers. The effective foreign exchange conversion rate will be the rate executed by our third-party provider, together with the deduction of our foreign exchange conversion fee (this fee is described in a separate fees section on our mobile application or our website and may change from time to time).

The estimated foreign exchange conversion rate (and therefore the estimated converted price) is indicative and the actual conversion rate may vary, depending on movements in the foreign exchange markets between the time that you placed the Instruction and the time that the Instruction has been executed.

Where any additional information is required in relation to any Instruction related to ForEx Securities, such as tax information, you agree to provide that information to us promptly when we request it, and undertake to provide accurate, complete and not misleading information. Where this information is required to be provided before an Instruction can be placed or executed, you agree to provide that information to us as a condition to us accepting the Instruction for execution.

You should be aware that transactions in relation to ForEx Securities will be executed at such times as the relevant market dictates. These times may be different from the usual times at which transactions in relation to Securities will be processed, and may be at times that differ from the usual Cut-Off Time. As a result, there may be a difference in the price for the ForEx Securities at the time that your Instruction has been executed and the time that you have placed your Instruction.

You agree to complete any relevant tax documentation, including but not limited to a W-8BEN form for investment in United States-listed securities, when it is made available to you through our mobile application or our website and before giving any Instruction to trade in ForEx Securities.

You agree that neither Freetrade nor any of our group companies, directors, officers, staff, agents, suppliers or contractors will have any liability, of whatever nature and howsoever arising, for any Loss arising if the price at which an Instruction for ForEx Securities is different at the time of execution compared to at the time that the Instruction was placed.

Where we convert your funds from one currency to another, those funds may pass through Currency Cloud Limited (as one of our ForEx Providers).

Currency Cloud Limited is authorised by the Financial Conduct Authority under the Electronic Money Regulations 2011 and the Payment Services Regulations for issuing of electronic money and the provision of payment services (Firm Reference Number: 900199). While your funds are held by Currency Cloud Limited, they are protected through the safeguarding rules that apply to UK Electronic Money institutions. While these rules are designed to ensure that if Currency Cloud becomes insolvent or otherwise fails, your funds will be protected, you should understand that there remains a risk that your funds could be lost or that there could be a delay to making your funds available to you, if there was a failure at Currency Cloud Limited, for example, in the event of negligence by Currency Cloud Limited.

You agree that neither Freetrade nor any of our group companies, directors, officers, staff, agents, suppliers or contractors will have any liability, of whatever nature and howsoever arising, for any loss of or reduction in your Available Funds while held by Currency Cloud Limited or for any delay in them transferring your Available Funds. We will, however, use all reasonable endeavours to assist in efforts to recover your Available Funds or Securities, should there be a loss of or reduction in your Available Funds while held by Currency Cloud Limited.

28. Availability Of The Services‍

While we target to have our Services available without interruption, we cannot guarantee that our Services will always be accessible by you, always available, always functioning properly or error-free.

We may, from time to time, suspend our Services to perform routine or emergency maintenance or to upgrade or replace our systems. Where this is the case, we will use reasonable endeavours to notify you of any planned downtime, however we may not always be able to provide you with advance notice.

Because we do not offer a phone dealing service, if our Services are unavailable for whatever reason, or if you are unable to communicate with our Systems, this may affect your ability to trade through our Services, withdraw funds, cancel Instructions before they are executed and/or otherwise send us Instructions.

29. Account Security‍

You are responsible for ensuring that your Freetrade Account cannot be accessed by third parties. We are entitled to assume that any Instruction received by us from your Freetrade Account is a valid Instruction, issued by you – even if the Instruction was issued by someone who gained unauthorised access to your Freetrade Account.

You must keep your login details (including your email address and username) and passwords that you use to access your Freetrade Account, safe and secure and not allow any other person to know or obtain those details. If you have lost your login or password details, or you suspect your login or password details have been compromised, you should immediately inform us and change your details via the Service.

We recommend that you use appropriate, up-to-date security measures, software and definitions to reduce the risk that your details and system will be susceptible to unauthorised access and intrusion.

You must install the latest version of any mobile applications that we publish from time to time. These updates often include improved security or fixes for recently discovered vulnerabilities.

You agree that neither Freetrade nor any of our group companies, directors, officers, staff, agents, suppliers or contractors will have any liability, of whatever nature and howsoever arising, for any Loss arising as a result of your failure to keep your Freetrade Account (including login and password details) secure, or from any unauthorised access to your Freetrade Account as a result of malicious code (such as viruses or Trojans) or your failure to update to the latest version of our mobile application.

We will take reasonable steps consistent with our legal duties to protect your Freetrade Account and secure it, however we are not liable for security breaches that may occur where we have complied with those obligations.

30. Suspension Of Account and/or Services‍

We may suspend or restrict your Freetrade Account and/or the execution of any Instructions before they have been executed, at any time and without notice to you, on any reasonable grounds, including: (i) if we have reason to believe that you have not complied with this Agreement, (ii) if we are required or requested to do so by any regulator, law or other authority, (iii) if we have reason to believe our continued association with you would bring us into disrepute or cause us to breach any applicable law, regulation or guidance (iv) if we have reason to believe that your Freetrade Account has been compromised; (v) if we have reason to we believe the Instruction did not originate from you or, if implemented, would contravene any applicable law, regulation or guidance; or (vi) if, in our reasonable opinion, we deem your use of our service to be unreasonable; for example, if you are undertaking very high frequency trading or algorithmic trading activity.

We may, in our sole and absolute discretion, suspend the Services (or any part thereof) or any particular way of delivering the Services (e.g. via any mobile application or website), for so long as we decide may be appropriate and for any reason whatsoever.

31. Your General Obligations‍

You agree that you will use your Freetrade Account and issue Instructions at all times in accordance with all applicable laws and regulations. You will, in particular, but without limitation, not: (i) engage in any practice that is considered to be market abuse, (ii) use your Freetrade Account or issue any Instructions in connection with any attempt to launder money or avoid applicable sanctions against any person, company or country, or (iii) provide any false or otherwise misleading information in relation to your identity or personal circumstances that we request in order to provide you with a Freetrade Account.

You agree that you are not, and will not become for the duration this Agreement remains valid, a US person for the purposes of residency or tax.

32. Termination – By You‍

You may terminate your Freetrade Account at any time and for any reason by giving us notice. Notice of termination will not affect any Instructions that have yet to be executed – we will continue to execute those Instructions in accordance with its terms and this Agreement (which may include refusal to execute any such Instructions).

33. Termination – By Us‍

We may terminate your Freetrade Account at any time and for any reason by giving you notice. Notice of termination will not affect any Instructions that have yet to be executed – we will continue to execute those Instructions in accordance with its terms and this Agreement (which may include refusal to execute any such Instructions).

In addition, your right to use our Services will cease immediately and automatically from the moment that our Services are changed in such a way that we can no longer provide them to you. In such an event, we may either freeze your account (which means that you will no longer be able to make withdrawals or issue buy or sell Instructions to us) and/or we may terminate your Freetrade Account (please refer to the section on “Consequences of Termination” for a description of what will happen if your Freetrade Account is closed).

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33.1. Consequences Of Termination

If your Freetrade Account has been terminated for whatever reason, then (unless we are prohibited from doing so by any applicable law or regulation), we will do the following:

(i) we will arrange for any Securities that you have acquired through our Services and that you still hold with us, to be liquidated (i.e. sold on the market), and you hereby irrevocably authorise us to do so,

(ii) we will deduct all applicable fees, costs, expenses, taxes and other deductibles related to the liquidation of your Securities from your Available Funds,

(iii) once any outstanding trades have settled, including those relating to the liquidation of your Securities, we will arrange for your Available Funds that remain to be transferred to your Nominated Bank Account.

Once your Freetrade Account has been terminated, we will not accept any further Instructions from you.

We may retain a copy of all records related to your Freetrade Account and Instructions you have sent to us, in accordance with our data retention policies and otherwise as required by any applicable law or regulation.

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34. In specie transfers of securities

We may be able to make or accept a transfer of Securities to or from your Freetrade account, without those Securities being sold and the value transferred as cash. This is called an “in specie” transfer.

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34.1 Transfers in

If you or your existing provider ask us to, we may agree to accept an in specie transfer of Securities that you hold with another provider.

Any Securities held by your existing provider and which we are unable to accept in specie can either be sold and transferred to us as cash or left with your current provider.

Where the transfer is to your GIA, we will contact your provider within 3 business days to initiate the transfer. Where the transfer is to your Freetrade ISA or Freetrade SIPP, the transfer will be carried out in accordance with the ISA Terms or the SIPP Terms, as appropriate.

34.2 Transfers out

We are able to make in specie transfers of Securities from your Freetrade account where those Securities are UK or US securities. We will make a charge for transfers out of US Securities as described here. We cannot make transfers out of non UK/US Securities and these will need to be sold and transferred as cash.

Where the transfer is from your Freetrade GIA, we will transfer to your new provider within 30 calendar days. Where the transfer is from your Freetrade ISA or Freetrade SIPP, the transfer will be carried out in accordance with the ISA Terms or the SIPP Terms, as appropriate.

Where a transfer request involves Securities that have been suspended from trading we may extend the period specified for transfer until trading resumes.

If following a transfer to another GIA provider we receive dividends, interest or any other amount on your behalf, we will send those sums to the new GIA provider unless the amount is less than £50, in which case we will send the amount directly to your Nominated Bank Account.

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35. Getting In Touch With Us

If you need to get in touch with us about anything, you can email us at hello@freetrade.io.

We will do our best to respond to enquiries as soon as we are able to, and aim to reply within 1 business day, however, there may be times when it takes us longer. If you’re a Plus member, you can access our chat function through our mobile application. Our chat function is usually available at the times set out in our mobile application or our website and queries will be addressed on a “first come, first served”-basis.

We do not currently offer a dedicated phone helpline.

You can make a complaint by any reasonable means – for example, letter, email, telephone or in person. It is free of charge to complain. To make a complaint, please write to us at Freetrade Limited, 10 Devonshire Square, London, EC2M 4YP, UK or email us at complaints@freetrade.io. Your complaint will be handled according to our internal policy. In the event that you are dissatisfied with our response you will have recourse to the Financial Ombudsman Service.

If your complaint is in relation to the Open Banking option available in-app, you can complain directly to our open banking partner, TrueLayer who provides the regulated Payment Initiation Service and is authorised by the Financial Conduct Authority under the Electronic Money Regulations 2011 (Firm Reference Number: 901096).

36. Annual and Quarterly Statements

Through our mobile application or our website, we will at least: (i) annually make available a summary of the costs and charges applicable to your Freetrade Account and your use of our Services; and (ii) quarterly make available a statement, reflecting the Securities that you hold via our Services, your Available Funds and other details as we may decide from time to time.
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37. Intellectual Property

All rights, including all intellectual property rights of whatever nature, in connection with our Services, our website, our mobile applications, information in your Freetrade Account and otherwise howsoever (including our marks, designs and logo) will be owned by us, absolutely, or by third parties who we have licensed those from. You agree to transfer and assign to us, at our request and for no payment or consideration, any rights (including intellectual property rights of whatever nature) in connection with our Services, our website, our mobile or website applications, information in your Freetrade Account and otherwise howsoever (including our marks, designs and logo) that may vest in you at any time.

We hereby grant to you a personal, non-transferable, revocable licence to use our Service, mobile application and website, for so long as you remain a customer until your Freetrade Account is terminated for whatever reason. You may use these only for the purpose of using the Services and for no other purpose whatsoever.
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38. Our Liability‍

This Agreement sets out, in various places, events for which we do not assume any liability. You should read the Agreement carefully to understand the circumstances in which we accept no liability.

We will only be liable to you in connection with the Services that we provide or this Agreement, in the following circumstances, namely where: (i) this Agreement does not exclude or limit our liability, and (ii) we have been negligent or in wilful default of our obligations under this Agreement.

You agree that we will under no circumstances be liable for any: (i) consequential, indirect, incidental or special Losses; or (ii) economic loss, loss of profit, loss of business, loss of revenue or trading losses of whatever nature, in each case that result from or relate to your use or our provision of the Services or this Agreement, even if you have advised us of the possibility of such Loss.

We are not liable for any delays in the Services, including the execution of Instructions or settlement of orders, or for market movements between the time that an Instruction was placed and the time it was executed.

We are not liable for any Loss or failure to provide the Services, caused by any event outside our reasonable control, including unavailability of our Services caused by disruption to or failure of market infrastructure, communications networks or technology systems.

You are responsible for payment of all appropriate taxes. We are not liable for any Losses that arise from any taxes imposed on you as a result of your use of our Services, or for any changes in tax rates.

Where we are liable to you under or in connection with this Agreement (howsoever that liability has arisen), our liability will be limited: (i) for each and every Instruction, to the lesser of £100 (one hundred Pounds Sterling) and the amount of that Instruction, and (ii) overall to you, to £1,000 (one thousand Pounds Sterling).

Nothing in this Agreement limits or excludes our liability for: (i) death or personal injury caused by our negligence; (ii) our own fraud; or (iii) Losses that we cannot limit or exclude under applicable laws and regulations.

You agree that, in providing the Services and acting on your Instructions, we do so in accordance with your Instructions. You hereby indemnify us against any Losses arising from any claim against us as a result of or in connection with our execution of your Instructions.
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39. Personal Contract‍

This Agreement is a personal contract between us and you. You are not allowed to assign any of your rights and transfer any of your obligations under this Agreement to a third party.

We, on the other hand, may transfer or assign this Agreement and all of our rights and obligations to any other person who, from time to time, operates or acquires the Services.

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40. Whole Agreement‍

This Agreement constitutes the entire agreement between you and us with respect to its subject matter, to the exclusion of any warranties, conditions or terms implied by applicable law.

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41. Waiver

‍No failure of either of us to exercise, and no delay by it in exercising, any right, power or remedy in connection with this Agreement (each a “Right”) shall operate as a waiver of that Right, nor shall any single or partial exercise of any Right preclude any other or further exercise of that Right or the exercise of any other Right.

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42. Third Party Rights

No person who is not a party to this Agreement shall have any rights under this Agreement or will be able to enforce any term of this Agreement.

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43. Invalidity‍

If any provision in this Agreement shall be held by a court or administrative body of competent jurisdiction to be illegal, invalid or unenforceable, in whole or in part, the provision shall apply with whatever deletion or modification is necessary so that the provision is legal, valid and enforceable and gives effect to our commercial intention. To the extent it is not possible to delete or modify the provision, in whole or in part, then such provision or part of it shall, to the extent that it is illegal, invalid or unenforceable, be deemed not to form part of this Agreement and the legality, validity and enforceability of the remainder of this Agreement shall, subject to any deletion or modification made, not be affected.

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44. No Partnership‍

This Agreement does not set up or create a partnership of any kind, an association or trust between us or makes either of us the agent of the other.

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45. Dispute Resolution‍

The courts of England & Wales shall have exclusive jurisdiction over all disputes arising under this Agreement.

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46. Governing Law‍

This Agreement is governed by English Law.

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