Terms & conditions

Version 1.2 – September 2018

 

Legal Agreement

This is a legally binding 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.

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

This agreement is governed by English law.

 

Default Terms

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

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 Service. 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 (however when you sell Securities, your Available Funds will only increase once the relevant transaction has settled and the proceeds have been allocated to your account). 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.

Custodian” means a bank or other third party appointed by us from time to time, to hold our clients’ 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 acts 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 stop taking new Instructions for processing that day. 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.

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 Service, or changed by you from time to time through the Service, 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.

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.

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.

 

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 86-90 Paul Street, London UK, EC2A 4NE.

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.

 

Our Services

Subject to you having sufficient Available Funds, we will provide you with the ability to buy and sell certain types of Securities (you can either buy and sell a specific number of Securities, or tell us how much you want to spend – in which case you will buy or sell fractions 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.

Our Services are the same for all of our clients. We do not offer tailor-made services to any of our clients and we do not offer any advice as to whether or not our Services are suitable to any of our clients. 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.

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.

 

Changes To Our Services

Our Services 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.

You will not necessarily be notified of any changes to our Services before we make them, or before they take effect, so 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.

If we do make changes to our Services and, as a result, we are no longer able to offer our Services to you (for example, if we should ever need to remove a country from the list of countries whose residents are allowed to use our Services), we will take reasonable steps to try to notify you of this (by email, through our mobile application or website, or through other means) in advance of the change taking effect. We may not always be able to provide advance notice of such a change. However, that fact that we may not, or may not have been able to, give you advance notice of a proposed change will not stop us from implementing that change.

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 issue buy or sell Instructions to us) and/or we may close your account (please refer to the section on Consequences of Termination for a description of what will happen if your Freetrade Account is closed).

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 any changes that we may make to our Services.

 

Our Fees and Costs

The fees that we charge for the provision of the Services, 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. The amount of our fees, as well as the nature of our fees, may change from time to time.

When you initiate a transaction through our Services, all fees that we will charge in connection with that transaction, as well as associated costs (such as taxes, stamp duty and other duties, as well as levies and charges) related to that transaction, will be displayed to you so that you can see the total cost to you of that transaction. 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 transaction) from your Available Funds, at the time that you commit to the transaction.

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 transaction), you will not be able to complete the transaction and will need to top up your Available Funds first before you will be able to complete that transaction. All fees are inclusive of VAT where applicable.

 

Alpha Users

In return for a fee (the “Alpha fee”), Alpha users will be charged differently to non-Alpha users for their use of some Services as displayed on our mobile application and our website.

When you sign up to become an Alpha user, we will periodically deduct the necessary Alpha fee from your Available Funds, and you hereby irrevocably authorise us to do so. You are entitled to cancel your status as an Alpha user at least 30 days prior to the date on which your next Alpha fee becomes due, but you will not be entitled to a refund of any Alpha fees already paid.

You are entitled to cancel your status as an Alpha user by using the cancellation methods in our mobile application, within 14 days from the date on which you first became an Alpha user. If you cancel within this 14-day period, we will refund to you all Alpha fees that you actually paid and we will treat you as someone who has never been an Alpha user. That means you will become liable for any fees that you would have had to pay us as a non-Alpha user during that period, and you hereby irrevocably authorise us to deduct all such fees from your Available Funds. Once the 14-day period has lapsed, you are no longer entitled to a refund of the Alpha fee.

 

Ability to Sell Your Securities to Recover Our Fees

If the amount of your Available Funds is insufficient to cover any fees that you owe us, for example the Alpha fee, 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 that sale to cover our fees. Where we do so, 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.

 

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 on certain stock exchanges.

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 trade in that Security has been suspended) allow you to issue sell Instructions in relation to any of that Security that you hold through our Services.

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

 

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.

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.

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 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.

 

Risk Warnings

You acknowledge and understand that we do not carry out any assessment of any nature (including 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.

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.

 

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.

 

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) provide the functionality for you to place Instructions – we do not accept Instructions in any other way.

Our Service allows you to buy or sell a specific number of Securities, or to tell us how much you want to spend on buying Securities (in which case you may own fractions of Securities).

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.

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.

 

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.

Key Investor Documents (KID), 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 KID and agree with its contents.

 

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.

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 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.

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).

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.

 

How We Execute Buy And Sell Instructions For Securities

We offer two types of Services, namely a Basic order type Service and an Instant order type service. You will be able to select which of these Services you wish to use when you place an Instruction with us. 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.

1. Instructions to execute using our Basic Service:

If you decide to place an Instruction using our Basic order type, you should be aware that we will not execute your Instructions immediately when we receive them. Instead, we will wait until the relevant Cut-Off Time in the relevant market, and then we will execute in bulk your Instructions together with all other instructions that we have received from our other clients who placed Instructions using our Basic order type before the Cut-Off Time.

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) buy 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 deduct that from your Available Funds) – and further, if your Available Funds are insufficient to meet the cost of the Securities, we may execute your Instruction in part only, which means you may receive fewer Securities than you would have received if the price did not change,

(ii) 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),

(iii) spend a certain 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 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.

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 to 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.

Instructions received by us after the Cut-Off Time on any day will not be processed or executed until the next Cut-Off time.

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 price that applied at the time that you placed the Instruction, as a result of the way in which we delay the execution of Instructions for clients of our free Service.

2. Instructions to execute using our Instant Service:

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 opening hours of the relevant market. If you place an Instruction with us outside of the relevant market’s opening hours, we will only be able to execute it once that market opens again, at which point the price of the relevant Securities may have moved (but we will continue to execute your Instruction despite those movements).

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 website or through 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:

(i) buy 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 deduct that from your Available Funds) – and further, if your Available Funds are insufficient to meet the cost of the Securities, we may execute your Instruction in part only, which means you may receive fewer Securities than you would have received if the price did not change,

(ii) 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),

(iii) spend a certain 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 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 price that was shown through our Services at the time that you placed the Instruction.

 

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 Available Funds with 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.

 

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 exception is batched Instructions that can be cancelled by another Instruction before the Cut-Off Time, where the Basic order type is selected).

 

Market Data Displayed as Part of our Services

Our Service will display real-time or near real-time market data to you, including the then-current market price 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.

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.

 

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 app or on our website. 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. . 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.

 

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.

 

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.

You hereby confirm and warrant that you are the sole 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.

 

Use Of Custodians

We use third party Custodians to hold our clients’ 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.

While we will typically use Custodians that will hold our clients’ funds (including your Available Funds) and Securities in the United Kingdom, we may also, 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.

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.

 

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.

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). 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 (for example, Securities issued by way of a rights issue) 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.

 

Interest On Your Available Funds

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 clients’ funds held by our Custodians, and hereby waive your right to claim payment of any part of such interest.

To the extent that any of your Available Funds are held in the United States, those funds will be swept into money market funds overnight. To the extent that any of your Available Funds are held in the United Kingdom, those funds will be held in client money account provided to us by a bank.

 

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.

 

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.

We will convert Instructions for ForEx Securities into the currency of your Nominated Bank Account, and display the converted price, at the time that you are requested to confirm the Instruction. This price will include the cost of converting the price from the currency of your Nominated Bank Account into the currency of the ForEx Securities as well as the conversion rate that we apply.

For Instructions that are batched for execution after the next Cut-Off Time, the price we show is in indicative price and the actual converted price 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. The same applies if there is a delay between the time that you place an Instruction and the time that the Instruction is 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, 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, 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.

 

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. 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 as a result of your inability to access our Services, whatever the reason or cause for that inability.

 

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 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 software and definitions to reduce the risk that your 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, 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.

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.

 

Suspension Of Account and/or Services

We may suspend 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; or (v) if have reason to we believe the Instruction did not originate from you or, if implemented, would contravene any applicable law, regulation or guidance.

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 as a result of any suspension of your Freetrade Account.

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.

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 as a result of any suspension of the Services.

 

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.

 

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).

 

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).

 

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) 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.

 

Getting In Touch With Us

If you need to get in touch with us about anything, you can email us at contact@freetrade.io. Alternatively you can access our chat function through our mobile application or our website. We do not currently offer a dedicated phone helpline.

We will do our best to respond to any emails as soon as we are able to, and aim to reply to all emails within one business day. However, there may be times when it takes us longer to reply to email, and sometimes emails get delayed or lost through no fault of ours, so if your query is urgent please use our chat function instead (or in addition to an email).

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.

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, 86-90 Paul St, London, EC2A 4NE 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.

 

Quarterly Statements

A quarterly statement will be made available to you through our mobile application or our website, reflecting the Securities that you hold via our Services, your Available Funds and other details as we may decide from time to time.

 

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 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 client 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.

 

Changes To This Agreement

We may, from time to time, update or make other changes to the terms and conditions of this Agreement. We will use reasonable endeavours to inform you of those changes, which may include notifying you by email. If you do not agree with those changes, you should stop using our Services and terminate your Freetrade Account. We will assume you agree with changes to this Agreement if you continue to use our Services after those changes have been made.

 

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.

 

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.

 

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.

 

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.

 

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.

 

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.

 

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.

 

Dispute Resolution

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

 

Governing Law

This Agreement is governed by English Law.