TERMS AND CONDITIONS

French United Capital Terms and Conditions

Section A – General terms which apply to retail clients of French United Capital.

The Terms set out in this section are the general terms which apply to clients of agents who receive our Discretionary Investment Management Services. This section contains the Terms covering the establishment of our relationship with you, how it can be varied and terminated, how we will communicate with each other, an overview of our services and some of our key obligations. Please note that a few of our general terms in Section A apply differently depending on the service offered. Where this is the case we will note this for you.

French United Capital Limited (“French United Capital” or “we” or “us” or “our”) is incorporated in England & Wales with number 12004532.

These Terms and Conditions (these “Terms”) are for clients who are Retail Clients. We explain the significance of being a “Retail Client” below. These Terms contain important material regarding the way in which we will provide our services to you and important information on your legal position.

Our legal relationship with you is governed by the following documents which together form our “Agreement” and set out the basis on which we provide our services to you.

These documents contain important material regarding the way in which we will provide our services to you and your legal position. You should read these documents carefully before you sign the Account Opening Form(s) and any other documentation we may provide you with from time to time in order to manage your account. If there is anything in them that you do not understand or agree to, you should discuss this promptly with your Investment Manager and seek clarification.

We advise you to retain a copy of these documents for your records. You can at any time ask your Investment Manager to send you a copy of the relevant documentation.

Our Agreement will become effective once we have received your fully completed and signed Account Opening Form(s) and we have confirmed to you our acceptance of your application for the relevant services. You confirm that you have the authority to enter into our Agreement and that the information you provide to us is accurate and up-to-date.

New clients will need to acknowledge their consent to our Order Execution Policy on the Account Opening Form. Please note that in consenting to this policy you consent to the possibility that we may execute orders outside a regulated market or multilateral trading facility (which are certain trading systems operated by investment firms and regulated in the European Union (EU)).

We will treat you as a “Retail Client”. Retail Clients benefit from a higher degree of protection under the Rules than Professional Clients.

We will communicate with each other in English. Documents and other information we supply to you will be in English. Upon request we can provide you an investment manager who can communicate in French or Spanish. Please contact your Investment Manager for assistance.

You have the right to cancel our Agreement. You may cancel within 14 days from the later of (i) the date on which we confirm to you that we have accepted your Account Opening Form and (ii) the date on which you receive these Terms, our Rate Card(s) and any relevant supplementary terms (the “Cancellation Period”).

To exercise your right to cancel you must write to your Investment Manager or the Head of Client Services at French United Capital.

Your Investment Manager will provide you with the relevant Account Opening Form(s) for the different services which we provide. You may have to complete more than one Account Opening Form. We will provide more information about this upon request. By signing the Account Opening Form you are asking us to open an account for the relevant services based on the information you provide and where relevant the selections you have made on the Account Opening Form. This information and these selections will be applied by us in managing or administering your investments or providing advice until you notify us otherwise and we acknowledge receipt of your amendments (which we shall apply from the date of our acknowledgement of our receipt of your amendments).

We reserve the right not to accept your application. We may reject your application to open an account at our absolute discretion and without providing any reason for this.

We rely on the information your Agent provides to us throughout the duration of our Agreement. You are responsible for telling your Agent if this information changes, in particular you must tell your Agent in writing as soon as possible if:
  • You change your name;
  • You change address;
  • Any of your other contact details change;
  • You change the bank account details notified to us;
  • Your tax residency changes;
  • You change your nationality or add a nationality to those previously notified.
If you do not keep your information up-to-date this may adversely affect the quality of the services and/or advice we provide to you and you may not receive important documents or notices that we need to send to you.

If you are a director or a senior executive of a listed company or other person subject to the Listing Rules Obligations you must comply with the Listing Rules Obligations in respect of that listed company. You must disclose to us the name of any listed company where the Listing Rules Obligations applies to you and advise us of any close periods in respect of that listed company.

Our anti-money laundering responsibilities

We have certain responsibilities to verify the identity and permanent address of our clients under UK anti-money laundering legislation.

If you are resident in the UK, we may undertake an electronic check to corroborate the personal identity information you have provided. The check will be undertaken by a reputable referencing agency, which will retain a record of that check. This information may be used by other firms, financial institutions, etc. for fraud prevention purposes. Details of the service we use are available upon request.

Where an electronic check of personal identity information is neither appropriate nor successful you will be asked to provide documents to establish the validity of your personal details.

We reserve the right not to make payments to or deliveries of stock to or to receive payments or deliveries of stock from third parties and not to make payments to or receive payments from bank accounts not in your name or held in a jurisdiction outside of the EU.

We will not accept cash from you or on your behalf, whether in payment of our fees or otherwise.

Anti-bribery and corruption

We have implemented and will maintain a suitable anti-bribery and corruption policy which covers all aspects of our business.

Our charges and other costs payable by you

You will also be responsible for paying all taxes associated with your transactions and fees (including VAT and stamp duty). You agree to pay any overseas financial transaction tax or other tax levied by any relevant revenue authority where the French United Capital Client Terms & Conditions - for clients of Agents relevant overseas stock is listed. The amount of tax may not be levied at the time of purchase but at a later date when the revenue authority levies the tax. You agree that we may deduct the amount of tax associated with your overseas stock from your account.

Our liability

We will take reasonable care in providing our services to you and will be responsible to you for liabilities, losses, costs or expenses suffered by you as a direct result of our negligence, willful default, fraud or breach of our obligations or statutory duty, or that of our nominee companies. However, we do not accept liability for liabilities, losses, costs or expenses suffered by you which were not reasonably foreseeable to both you and us at the time when we entered into our Agreement. You may also have rights against us under the regulatory system which applies to us under the Financial Services and Markets Act 2000 (including the Rules). These rights, or any other statutory rights you may have, are not affected in any way by our Agreement.

Nothing in our Agreement shall be read as excluding or restricting any liability we may have under the regulatory system which applies to us under the Financial Services and Markets Act 2000 (including the Rules), for fraud or fraudulent misrepresentation or for death or personal injury caused by negligence.

We will not be liable to you if we cannot perform our obligations by reason of any cause beyond our reasonable control, which could include but is not limited to:
  • Any act of God, fire, act of Government or Supranational Organisation, war, civil commotion, insurrection, act of terrorism or threat thereof, embargo, industrial dispute;
  • Prevention from or hindrance in obtaining any energy or other supplies, labour disputes of whatever nature, late or mistaken delivery or payment by any bank or counterparty or any other reason beyond our reasonable control.

Overseas regulations

Our services will not be available in countries where they are prohibited by local law. If in doubt you should contact your legal adviser. If you use our services knowing that there is a legal reason why they cannot be provided to you we will not be responsible for the consequences.

We may not provide you with our services if you are or become a US person and we reserve the right to withdraw our services if you become a US person. ‘‘US person’’ means any citizen or resident of the US including the estate of any such person, or any corporation, partnership or other body created in or organised under the laws of the US, or any political subdivision of that country, or any estate or trust whose income regardless of its source, is subject to US federal income tax. We reserve the right to ask further questions or to ask for evidence at any time that you are not a US person. If we become aware that you are or have become a US person we reserve the right to terminate our relationship with you.

We are obliged under UK and overseas legislation to provide information about beneficial owners of investments and their accounts to tax authorities under tax information exchange agreements. In some cases we may require further information or documentation from you to enable us to determine whether or not you are reportable under such agreements. If you are reportable, these terms serve as notification to you that you will be reported and your information transferred to the government of another territory in accordance with the relevant agreement. We may also have an obligation to levy and remit withholding tax to tax authorities under these agreements.

We are also obliged under tax legislation, agreements or tax treaties with worldwide jurisdictions to provide information on clients to relevant tax authorities and we may also require further information or documentation from you to enable us to receive income on your behalf.

Clients protection and complaints

Your investments and deposits with us may be covered by the Financial Services Compensation Scheme.

You may be entitled to compensation from the scheme if we cannot meet our obligations to you. This depends on the type of business and the circumstances of the claim. The maximum level of compensation in relation to investment business for firms declared in default is £50,000 per person per firm and the FSCS may cover deposits up to £85,000 per person per firm. If an overseas entity which holds your money or assets becomes insolvent, then the UK Financial Services Compensation Scheme does not apply.

French United Capital has taken care to ensure the quality of its insurance program. We have put in place specific insurance cover to protect us and our clients from losses arising out of fraud, misappropriation or theft or loss of or damage to any client assets in our custody and control, which includes both cash and securities.

The Financial Ombudsman Service can be contacted in the following ways:
  • Post The Financial Ombudsman Service Exchange Tower London E14 9SR
  • Email complaint.info@financial-ombudsman.org.uk
You may terminate your relationship with us by giving written notice specifying the date on which you wish to terminate (which may be effective immediately upon our receipt) to your Investment Manager or to the Head of Client Services at French United Capital.

Our relationship with you will terminate immediately if:
  • You make a voluntary arrangement with your creditors;
  • You become bankrupt;
  • We receive written notice of your legal incapacity.

Assignment and delegation

Our Agreement is only enforceable by you and us and no other person shall have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any provision of our Agreement.

Governing law

Our Agreement, any non-contractual obligations arising out of or in connection with our Agreement and our relationship with you before our Agreement becomes effective shall be governed and construed in accordance with the laws of England and the Companies Act 2006. Each party submits to the non-exclusive jurisdiction of the English Courts.

French United Capital reserves the right to amend terms and conditions with appropriate consultation.

Section B – Conflict of interest policy which applies to all retail clients.

Identifying conflicts of interest

A "conflict of interest" may arise in the course of activities and whose existence may damage or serve the firm’s or other’s clients’ interests more than another’s client’s interests: French United Capital will take all the reasonable measures to identify, and manage the materialisation of those conflicts.

Procedures for managing and evaluating the effectiveness of the conflicts of interest policy

French United Capital will report situations to the shareholders of any fund in writing and will give reasons for its decision. This policy has been approved by shareholders and where no update is required, the policy will be applied consistently over time.

The conflict of interest list is exhaustive but not limited to:
  • French United Capital will not make financial gain at the detriment of our clients;
  • French United Capital has an interest in the outcome of a service or an activity provided to the clients;
  • French United Capital will not favourite a particular client over another irrespective of investment size;
  • French United Capital conducts the same business as the client;
  • French United Capital will in no way be gifted services of a third party;
  • An employee of French United Capital has outside business interests that conflict with the interests of the company’s clients;
  • French United Capital will under no circumstances trade in assets where they have information that is not publicly available;
  • An employee of French United Capital has relationships that affects its independence;
  • French United Capital will in no way willingly trade a distressed asset;
  • French United Capital records and reports false information for either personal or corporate gain.
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