Effective Date: 7th November 2023

The CIRCA5000 Group provides order routing and 3rd party execution,, clearing, settlement and custody services for investment grade financial products (the “CIRCA5000 Services”). All content and CIRCA5000 Services made available on the CIRCA5000 Platform on or after the effective date stated above are provided and subject to these terms and conditions of business together with CIRCA5000 Website Terms, any account-opening documentation, schedules, appendices, supplementary materials, Cookie Policy and our Privacy Policy (collectively the “Terms”).

CIRCA5000 UK Ltd (FRN: 950019) is an appointed representative of CIRCA5000 Ltd (FRN: 846067) which is authorised and regulated by the UK Financial Conduct Authority.

These Terms contain important information regarding the CIRCA5000 Services. For your own benefit and protection, please read these Terms carefully before accepting them. If there is anything contained in these Terms that you do not understand, please do not hesitate to contact us by email at: hi@circa5000.com. A glossary of defined terms used in these Terms is set out below.

These Terms apply to all methods or mechanisms used to provide the CIRCA5000 Services, including, where applicable, electronic mechanisms and systems. We may from time to time provide you further schedules, appendices and supplementary materials relating to, among other things, amended and restated terms and conditions and any additional services offered by us. You shall be deemed to accept the Terms by any of the following: (a) selecting “I Agree” to these Terms; (b) completing the registration process; or (c) using the CIRCA5000 Website or CIRCA5000 Services in any way; thereby entering into a legally binding agreement with a member of the CIRCA5000 Group. Certain areas of the website and your access to certain CIRCA5000 Services may be subject to different terms and conditions, which will be posted and/or may require you to agree to before using. If there is a conflict between these Terms and the terms and conditions posted for a specific area of the CIRCA5000 Website or for specific CIRCA5000 Services, the latter terms and conditions shall apply in respect of your use of or access to that part of the CIRCA5000 Website or CIRCA5000 Services.

As with all investing, your capital is at risk. The value of your portfolio can go down as well as up and you may get back less than you invest.

1. Terms of business

1.1 These Terms and other policies as supplemented or amended from time to time (all as applicable, available and updated from time to time and viewable at circa5000.com and/or via the APP (collectively the “CIRCA5000 Agreement” or “Agreement”) define the legally binding contractual basis on which CIRCA5000 Ltd (“CIRCA5000”) will provide you with the CIRCA5000 Services (as defined below).

1.2 CIRCA5000 Ltd has entered into an agreement with Seccl Custody Limited (“Seccl”), on behalf of ourselves and each of our clients whereby Seccl has agreed to provide dealing, clearing and settlement, safe custody and associated services for our clients who are subject to this Agreement. Seccl, with company number 10430958 , has its registered office at 20 Manvers Street, Bath, BA1 1JW. Seccl is authorised and regulated by the UK Financial Conduct Authority under FRN: 793200. The current terms and conditions of Seccl and the principal terms of the agreement with them as it applies to our clients, including you, are set out or summarised in Appendix 2 below.

1.3 We may, from time to time, enter into agreements with other third parties as your agent and which bind you. This may include custody and trading services. We will only enter into such agreements with lawfully authorised undertakings and will inform you with at least 30 days’ notice prior to doing so. You may terminate this agreement within that 30-day period if you do not wish to be bound by any such agreements by emailing hi@circa5000.com, absent such termination you authorise us to enter into such agreements as your agent.

1.4 We may modify these Terms from time to time with 30 days’ notice. We will notify you of those changes by notification in the APP and/or by email. You may terminate this Agreement within that 30-day period if you do not wish to be bound by any such changes by emailing hi@circa5000.com, absent such termination you will then be bound by the Terms as amended. In the event that you elect to terminate under this provision the current Terms will apply until such time that your assets are transferred out.

2. Definitions and interpretation

2.1 In these Terms, unless otherwise expressly stated, or if the context requires otherwise, the following terms shall have the meanings set out below:

2.2 In these Terms:

2.2.1 “we”, “our” or “us” means CIRCA5000;

2.2.2 “you” or “your” means the user of the CIRCA5000 Services;

2.2.3 use of the singular implies the plural and vice versa, other than where this would clearly be incorrect in the context;

2.2.4 references to a requirement that something be “in writing” or “written” shall include email (and all matters attached to or embedded in an email) but shall not include the use of social media platforms;

2.2.5 which contain several sections, the headings and subheadings below are for reference only and do not limit the scope or give meaning to each section;

2.2.6 references to a ‘Clause’, ‘Appendix’ or a ‘Schedule’ shall be construed as a reference to, respectively, a clause, appendix or schedule of this Agreement, unless the context requires otherwise;

2.2.7 references to any statute or statutory instrument or Applicable Laws include any modification, amendment, extension or re-enactment thereof;

2.2.8 references to a ‘document’ also includes electronic documents.

2.2.9 references to persons include but are not restricted to bodies corporate, unincorporated, associations and partnerships;

2.2.10 the ejusdem generis rule of construction shall not apply to these Terms and accordingly general words shall not be given restrictive meanings by reason of their being preceded or followed by words indicating a particular class or example of matters or things.

2.3 These Terms and any Platform Products are subject to Applicable Law so that:

2.3.1 if there is any conflict between these Terms and any Applicable Law, the latter shall prevail;

2.3.2 nothing in these Terms shall exclude or restrict any obligation which we have to you under Applicable Law;

2.3.3 we may take or omit to take any action we consider necessary to ensure compliance with any Applicable Law;

2.3.4 all Applicable Law and whatever we do or fail to do in order to comply with such will be binding on you;

2.3.5 such actions that we take or fail to take for the purpose of compliance with any Applicable Law shall not render us or any of our Staff or agents liable.

3. Our relationship with you & access to the CIRCA5000 services

3.1 These Terms apply to your use of CIRCA5000 Services.

3.2 CIRCA5000 is the provider of financial services through its CIRCA5000 Platform arranging the transmission of orders for execution to third parties, settlement and clearing, safekeeping and administration, tax efficient and savings products.

3.3 CIRCA5000 does not provide advisory or fund management services.

3.4 All investments recorded in your Account are your property, held by the Custodian as bailee (not as banker), subject to these Terms.

3.5 All money recorded in your Account is your property, held by the Custodian as fiduciary under the terms of a statutory trust (not as banker), subject to these Terms.

3.6 CIRCA5000 grants you a non-exclusive, non-transferable, non-redeemable, revocable licence to access the CIRCA5000 Platform (including the utilisation of any hardware, software and/or communications links) provided by CIRCA5000 at any time, as part of the CIRCA5000 Services.

3.7 When you enter into any transaction, you represent that you have been solely responsible for making your own independent appraisal and investigations into the risks involved. You represent that you have sufficient knowledge, market sophistication, professional advice and experience to make your own evaluation of the merits and risks of any transaction. We give you no warranty as to the suitability or timing of any transaction entered into under these Terms and assume no fiduciary duty in our relations with you.

3.8 You will be unable to use the CIRCA5000 Services until you have completed our registration processes and we have verified your identity and undertaken, to our satisfaction, such additional checks required to counter exposure to money-laundering and terrorism-financing, Sanctions busting, politically exposed persons, modern day slavery, and conflict linked activities under Applicable Law. For these purposes we require you to provide, inter alia:

3.8.1 verifiable evidence of your identity, date of birth, address, source of funds and wealth;

3.8.2 supporting documentation as to the purpose and intent of any transaction.

all as detailed in the registration pages of the CIRCA5000 Website or as advised by a member of the CIRCA5000 team.

4. Duration & your right to cancel

4.1 The CIRCA5000 Agreement has no minimum duration.

4.2 You have a right to cancel your CIRCA5000 Account and any applicable Platform Product(s) selected by you within 30 calendar days, starting on the date on which we notify you that the relevant Platform Product(s) is opened. If you decide to cancel, you must notify us within this cancellation period.

4.3 You do not have cancellation rights in respect of transactions that you have entered into prior to cancellation, which means that on you notifying us that you wish to cancel your Platform Product(s), you agree that we may, in accordance with Appendix 2 sell any investments that may have been made during the cancellation period, and we will not be responsible for any losses that you may incur as a result.

4.4 Your right to cancel is without prejudice to our accrued rights under this Agreement and the termination provisions in clause 31 “Termination”.

5. Complaints

5.1 We would like you to be completely satisfied with our services and will promptly respond to any complaints that you may have. You can make a complaint by any reasonable means by letter, email and telephone. Should you have any complaints in connection with CIRCA5000 services then please do not hesitate to notify us by email at: complaints@circa5000.com. We will acknowledge your complaint promptly, but no later than 5 working days, and arrange for the matter to be investigated in accordance with FCA Rules and report the results to you.

5.2 Once we have acknowledged your complaint, we will keep you informed of our progress. Within 8 weeks of receiving your complaint, we will send you either a final response or a written response that:

• If we are unable to provide a final response at this time, we will let you know when we expect to be able to do so.
• Inform you whether you are entitled to refer the complaint to the Financial Ombudsman Service ("FOS"). If so, you may proceed with the referral. The FOS details will be provided to you at this point.

If we have not provided you with a final or written response within 4 weeks, we will provide you with a written update.

If we have resolved your complaint within 3 working days, then we will send you a Summary Resolution Communication (”SRC”). 5.3 We will investigate your complaint in a fair, consistent, and prompt manner. We will decide if the complaint should be upheld and, if necessary, take corrective action and/or provide compensation. Our final response will detail our conclusions. If we determine that compensation is appropriate, we will aim to offer you fair compensation for any errors or oversights we made. If you accept our offer, we will promptly provide compensation.

5.4 If your complaint is not resolved or settled to your satisfaction within 8 weeks from the date you first made the complaint, you may refer it directly to the Financial Ombudsman Service. Use the following contact details to do so:

You have the right to refer your complaint to the Financial Ombudsman Service, free of charge – but you must do so within six months of the date of this letter. If you do not refer your complaint in time, the FOS will not have permission to consider your complaint and so will only be able to do so in very limited circumstances (for example, if the FOS believes that the delay was a result of exceptional circumstances).

5.5 We will regard your complaint as closed in the following circumstances:

• once we have sent you a final response; or
• where you have told us in writing that you accept an earlier response that we have sent to you; or
• if you refer your complaint to FOS, when FOS informs us in writing that the complaint has been closed.

CIRCA5000 is dedicated to handling complaints in a fair, consistent, and timely manner. Our goal is to recognise and resolve any recurring or systematic problems, as well as any specific issues brought to our attention by complainants. We are committed to learning from the complaints we receive to enhance our level of service to you in the future.

5.6 If you have any questions about our complaints process, please feel free to contact us at complaints@circa5000.com and we will be glad to help you.

6. Compensation

6.1 You may be entitled to compensation from the FSCS in the event that we have ceased trading or have been declared to be in default and unable to meet our respective obligations. The FSCS provides protection for your investments up to a certain amount and offers different levels of cover for different types of business. You should check www.fscs.org.uk for the latest information.

6.2 Investment performance is not guaranteed. If an investment fails to meet its objectives or underperforms, this will not in itself entitle you to compensation from the FSCS.‍

7. Client categorisation

7.1 In accordance with the FCA Rules we hereby notify you that we have categorised you as a Retail Client. Therefore, CIRCA5000 Services provided to you under the CIRCA5000 Agreement and the Platform Agreement will be on the basis that CIRCA5000 will treat you as a Retail Client under the FCA Rules, and you will benefit from the protections available to retail clients. If you would like more information about this, please email us at hi@circa5000.com.

7.2 You are responsible for keeping us informed about any change that could affect your client categorisation. You have the right to request a different client categorisation; however, we may choose not to deal with you on such basis.

8. Warranties

8.1 You may only register to use the CIRCA5000 Services by warranting to us that you shall comply with all of the following conditions. You represent and warrant to us that:

8.1.1 you have reached the age of 18 or over, or at least the minimum legal age to use the CIRCA5000 Services as determined by Applicable Law and have full capacity;

8.1.2 you have adequate resources to enter into and perform any such transactions you decide to undertake;

8.1.3 you are not acting on behalf of an undisclosed principal or a third-party beneficiary;

8.1.4 your use of the CIRCA5000 Services will not be in violation of any Applicable Law;

8.1.5 you are not a resident or registered in any Restricted Territories;

8.1.6 you will not provide the CIRCA5000 Services to any person resident, or to any undertaking registered or located in any Restricted Territories;

8.1.7 you will not provide false, inaccurate or misleading information;

8.1.8 you will not infringe our or any third-party’s intellectual property rights, including copyright, patent, trademark, trade secret, or rights of publicity or privacy; 

8.1.9 you will not take any action that imposes an unreasonable or disproportionately large load on our infrastructure; facilitate any viruses, Trojan horses, worms, or other computer programming routines that may damage, detrimentally interfere with, surreptitiously intercept, or expropriate any system, data, or information; use an anonymising proxy; use any robot, spider, other automatic device, or manual process to monitor or copy the CIRCA5000 platform without our prior written consent; or use any device, software, or routine to bypass our robot exclusion headers, or interfere or attempt to interfere with the CIRCA5000 Platform or the CIRCA5000 Services; 

8.1.10 you will not take any action which may cause us to lose any of the services from our internet service providers, payment processors, or other suppliers;

8.1.11 you will not harass and/or threaten our Staff;

8.1.12 any information which you provide or have provided to us in respect of your financial position, domicile or other matters is accurate and not misleading in any material respect;

8.2 Each of the above warranties (the “Warranties”) are deemed to be repeated by you on each occasion you use the CIRCA5000 Services. If we become aware you have breached any of the Warranties, we shall be entitled to terminate any arrangements with you without notice.

9. Your conduct

9.1 You may use the CIRCA5000 Services solely for your own purposes and shall not use the CIRCA5000 Services on behalf of any third parties without our prior written consent. You may not sell, lease, store, retransmit, redistribute or provide, directly or indirectly, the whole or any part of the CIRCA5000 Services or our software to any third-party.

9.2 You may not access or attempt to access the CIRCA5000 Services by any means other than the interface provided and/or approved by us or to circumvent any access or restrictions put into place by us to prevent certain uses of the CIRCA5000 Services.

9.3 You agree to use the CIRCA5000 Services in good faith and in accordance with these Terms and not to use, or to encourage others or permit others to use, the CIRCA5000 Platform to:

9.3.1 impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or undertaking;

9.3.2 access or use the CIRCA5000 Platform in any manner that could damage, disable, overburden, or impair any server or the networks connected to any of our servers;

9.3.3 interfere with or disrupt the CIRCA5000 Platform or violate any laws related to the access to or use of the CIRCA5000 Platform, violate any requirements, procedures, policies, or regulations of networks connected to the CIRCA5000 Platform, or engage in any Improper Activity;

9.3.4 disrupt or interfere with the security of, or otherwise cause harm to, the CIRCA5000 Platform, accounts, passwords, servers, or networks connected to or accessible through the CIRCA5000 Platform or any affiliated or linked sites;

9.3.5 disrupt, interfere with, or inhibit any other person from using and enjoying the CIRCA5000 Platform or other affiliated or linked sites, platforms, or content;

9.3.6 reproduce, sell, trade, resell or exploit for any commercial purpose use of the CIRCA5000 Platform or access to the CIRCA5000 Platform;

9.3.7 defraud, defame, or otherwise violate the legal rights (such as rights of privacy and publicity) of other persons using the CIRCA5000 Platform;

9.3.8 engage in any other conduct which, in our sole discretion, is considered inappropriate, unauthorised or objectionable;

9.3.9 use any automated methods or tools to crawl, robot, scrape, spider or otherwise monitor or extract data from any part of the CIRCA5000 Platform (note that we may use robot exclusion headers within the CIRCA5000 Platform, and you agree to comply with any such headers);

9.3.10 decipher, decompile, disassemble, reverse-engineer or otherwise attempt to derive any of the source code or underlying ideas or algorithms of any part of the CIRCA5000 Platform, except to the limited extent that Applicable Laws specifically prohibit such restrictions;

9.3.11 post or send any unauthorised or unsolicited advertising, promotional materials, marketing email or spam;

9.3.12 forge any TCP/IP packet header or any part of the header information in any email or posting, or in any way use the CIRCA5000 Services using deceptive or false source-identifying information;

9.3.13 mirror or frame any part of the CIRCA5000 Website or APP on any other website;

9.3.14 use any meta-tags or other hidden text or metadata containing any CIRCA5000 trademark, URL or product name without our express prior written consent;

9.3.15 use a virtual private network that disguises your jurisdictional location or suffer or encourage a Client from doing the same.

9.3.16 use any CIRCA5000 trademark, URL, product name or logo in any way that incorrectly suggests our affiliation with or endorsement of any person, entity, product or service; or use any other trademarks, service marks, trade dress, designs or logos that are confusingly similar to any CIRCA5000 trademark, product name or logo or to the look and feel of the CIRCA5000 Services; or

9.3.17 assist or encourage any third-party to do any of the above activities prohibited in 9.3.1 – 9.3.16 or to otherwise violate any term of these Terms or our policies.

9.4 You agree to:

9.4.1 act with integrity;

9.4.2 exercise skill, care and due diligence;

9.4.3 observe proper market standards;

9.5 In order to permit us to protect the quality of our products and services, you hereby consent to our Staff being able to access your Account and records for any reason, in our sole discretion. We also reserve the right, but do not assume the responsibility, to monitor or review your conduct while using the CIRCA5000 Services and the CIRCA5000 Website.

9.6 You agree not to use the CIRCA5000 Services for any unlawful activity, and we reserve the right to investigate any suspicious activity or in response to any complaints or reported violations. When investigating any such activity, we reserve the right to report suspected unlawful activity to any appropriate person or body and to provide them with any relevant information, including personal data.

10. Instructions

10. INSTRUCTIONS

10.1 We shall be entitled to assume that by instructing us you are not prohibited from using CIRCA5000 Services and will comply at all times with the Applicable Law. Nonetheless, we reserve our right to refuse to accept instructions unless we are required to accept such instructions under Applicable Law.

10.2 We may refuse to act on any instruction where we reasonably believe that:

10.2.1 you are engaged in any Improper Activity; or

10.2.2 to do so would damage our reputation; or

10.2.3 you may be unable to settle any relevant transaction due to insufficient balance on your account; or

10.2.4 we consider that you do not meet or have not provided sufficient evidence to demonstrate or confirmation that you meet the eligibility criteria for investing in the relevant investment, whether arising from restrictions imposed by any Applicable Law, product providers; or

10.2.5 for any other reason.

11. Availability & provision of CIRCA5000 services

11.1 We will provide the “CIRCA5000 Services” to you in connection with the setup and operation of your CIRCA5000 Account. The CIRCA5000 Services include but not limited to the following services:

11.1.1 the provision of the APP; or

11.1.2 in the unlikely event that the APP is not available, such alternative means as we may specify from time to time to allow:

1. you to open your CIRCA5000 Account, open Platform Products and manage your selected investments; and
2. you to receive your instructions to transact in investments in accordance with the investment selections you have made through your CIRCA5000 Account.
3. for the provision of information about your CIRCA5000 Account, Platform Product(s) and investments held (including the value of your Portfolio); and
4. we will provide the CIRCA5000 Services to you in accordance with the Terms of the CIRCA5000 Agreement, all applicable laws and the FCA Rules.

11.2 We will use reasonable endeavours to ensure the APP and your CIRCA5000 Account is available and up and running for you to use at any time. However, we cannot guarantee uninterrupted availability and there may be times where the APP and/or your CIRCA5000 Account may not be available. There may be times where due to technical difficulties we may not be able to facilitate your investment instructions and/or there may be interruptions and/or delays to our services. If this happens we will to the extent possible provide updates or do our best to contact you to let you know what you should do. You can also contact us by email at: hi@circa5000.com.

11.3 We may amend, suspend and/or terminate any or all CIRCA5000 Services at any time for any reason. Where reasonably practicable we will give advance notice of this but this may not always be possible and/or practical for business reasons.

11.4 We may also restrict and/or change the hours and time of operation of any of our Services at any time for any valid reason. Where reasonably practicable we will give advance notice of this but this may not always be possible and/or practical for business reasons.

11.5 We do not accept any liability for any loss that you may suffer because you are unable to place an order due to unavailability of our Services as a result of maintenance or upgrade of systems or in certain market conditions.

11.6 We shall not be liable for any actual or potential loss or expense you incur as a result of the suspension or cancellation of a transaction in the circumstances set out in this clause.

12. Selecting investments

12.1 Through your CIRCA5000 Platform you are able to self-select and invest in a number of Funds which we from time to time make available to our clients. We do not select funds to offer to our clients based on performance or risk levels but rather their impact status. We and our Service Providers operate on an execution only basis which means that you must satisfy yourself that the investments you make are suitable for you.

12.2 Prior to making any decision to invest you must read the “Key Investor Information Document” or “KIID” relating to the relevant Funds. By choosing to invest in any fund you are warranting to us that you have read and understood the KIID. The KIID contains important information of which you should be aware. You can access the KIID via the APP.

12.3 Please note that we are not in the business of providing investment management services, nor do we provide financial advice to our clients; we will not make recommendations based on your personal circumstances. Should you require financial or investment advice, you should seek advice from an approved investment manager or qualified financial adviser. We cannot provide any assurance that the CIRCA5000 Account, the CIRCA5000 Services, the Platform Products or the Funds are suitable for you.

12.4 Each time you credit funds to a Platform Product, that will constitute an instruction to use those funds to purchase investments in that Platform Product in proportion with your existing investments in that Platform Product so far as it is possible to do so. Any residual funds which could not be invested due to the residual not being sufficient to purchase units or a fraction of a unit of your selected funds will be held in cash.

12.5 You also instruct us to invest any cash received from dividends or other income from your investments in accordance with the funds that you have selected. Investment of this cash will take place as part of any rebalancing of your selected funds.

12.6 We will not provide nor be responsible for providing you with any financial, legal or tax advice. Please note that certain provisions contained in the CIRCA5000 Agreement, the Platform Agreement and the APP set out information but not advice relating to tax treatment. You should note that tax treatment depends on individual circumstances and our and your current understanding of applicable law and HMRC practice, which may be subject to change in the future.

13. Your use of our app

13.1 In addition to the Terms set out here, you acknowledge and confirm your continuing agreement to our Privacy Policy and the CIRCA5000 Website & APP Terms relating to the use of our APP (together, the “Data Terms”). If there are any terms contained in the Data Terms that are inconsistent with or conflict with the terms, conditions and provisions set out in these Terms then, the relevant term, condition or provision set out in these Terms shall prevail.

13.2 CIRCA5000 will provide you with security details to access your CIRCA5000 Account. Please ensure that you keep these details safe and confidential. You must not undertake any action that could compromise the security or effective working of the CIRCA5000 Services. Any such action will be considered a material breach of these Terms. You must notify us immediately if you think that someone else may know your CIRCA5000 Account details and/or if you suspect that your CIRCA5000 Account has been subject to unauthorised access or has been hacked. You must keep your details secure. Instructions received via the APP where you are logged in will be acted upon. Should you compromise the security of your log in details you will be responsible for any losses suffered.

13.3 You are responsible for monitoring your CIRCA5000 Account, ensuring that you read all messages that have been sent to you (whether through the in-APP secure notification centre, via the email address you have provided to us, or via any other means as agreed between us)

14. Intellectual property

14.1 You acknowledge that all rights in patents, copyrights, design rights, trademarks, data, documentation, any and all technology and any other intellectual property rights (whether registered or unregistered) relating to the CIRCA5000 Services and the CIRCA5000 Platform remain vested in us or our licensors. You shall not copy, interfere with, tamper with, alter, amend, or modify the CIRCA5000 Services, the CIRCA5000 Platform or any part or parts thereof unless expressly permitted by us in writing, reverse compile or disassemble any software or other intellectual property provided or accessed via the CIRCA5000 Services, whether provided by us directly or through any third-party provider, nor purport to do any of the same or permit any of the same to be done, except in so far as such acts are expressly permitted by Applicable Law.You shall not, in any circumstances, obtain or retain any title or interest in any data (including third-party data) or messaging provided via the CIRCA5000 Platform. It is understood and agreed that we or our third-party providers retain all rights not expressly granted hereunder.

14.2 Except as expressly stated herein, these Terms do not grant you any rights to, or in, patents, copyright, database right, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights or licences in respect of the CIRCA5000 Services or documentation.

14.3 You shall not:

14.3.1 except as may be allowed by any Applicable Law which is incapable of exclusion by agreement between the parties:

1. and except to the extent expressly permitted under these Terms attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of our software and/or data and/or relevant documentation (as applicable) in any form or media or by any means; or
2. attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of our software.

14.3.2 access all or any part of the CIRCA5000 Services and documentation in order to build a product or service which competes with the CIRCA5000 Services and/or the documentation; or license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the CIRCA5000 Services and/or documentation available to and/or provide any services to any third-party, or

14.3.3 attempt to obtain or assist third parties in obtaining, access to the CIRCA5000 Services and/or documentation, other than as provided under this clause 14.

14.4 Disclose any Information to any third parties, save to the extent that such information ceases to be confidential.

14.5 You shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the CIRCA5000 Services and/or the documentation and, in the event of any such unauthorised access or use, promptly notify us.

14.6 You shall not reverse engineer, copy, bug fix, correct, update, transfer, reproduce, republish, broadcast, sell, lease, loan, distribute, create derivative works based on or otherwise modify, in any manner, all or any part of the CIRCA5000 Services, data or documentation.

14.7 The rights provided under this clause 14 are granted to you only and shall not be considered granted to any subsidiary or holding company of yours.

15. Hyperlinks

15.1 The CIRCA5000 Website and CIRCA5000 Platform may include hyperlinks to internet websites that are not operated by us. These hyperlinks are intended for your convenience and interest only. We have no control over the form, content or purposes for any third-party internet websites and we are not responsible for any aspect thereof.

15.2 The inclusion of hyperlinks to other websites does not attest to our support of the content of those websites, nor any other connection to those websites or their operators. We are not responsible for the proper functioning of the hyperlinks. In particular we do not warrant that services or investments offered at such third-party websites are suitable for your purposes. Your progress to any such third-party website entirely at your own risk.

15.3 We are entitled at our own discretion to remove any such hyperlink from the CIRCA5000 Website and/or add additional hyperlinks.

16. Fees & other charges for the CIRCA5000 services

16.1 You shall pay to us those fees that are set out in the Fees Document in respect of our provision of the CIRCA5000 Services. You will also pay any applicable Value Added Tax.

16.2 In respect of the Platform Products, please see Appendix 2, paragraph 5 below which explains in more detail how certain of your investments may be sold and the proceeds used to satisfy your obligation to pay our fees.

16.3 You must also pay any applicable Value Added Tax on all fees, if applicable and any other taxes and levies or other transaction costs in respect of your transactions. We may make reasonable charges to you to cover the administrative costs of the provision of any additional information, documents etc., which we agree to supply to you at your request.

16.4 Any charges or expenses due to us (or agents used by us) from you plus any applicable Value Added Tax may be deducted from any Funds held in cash in any Portfolio. If there are insufficient cash funds in your Portfolio at any relevant time, we may in our absolute discretion defer, accrue, carry forward or roll over such charges or expenses until any future time when there are sufficient funds in your Portfolio to meet the aggregate charges and expenses then due, or raise an invoice with you to be settled otherwise. Where there are insufficient cash funds in your Portfolio on the due date of our fees you instruct us to sell your largest asset, debit out fees and then re-purchase that asset with the remaining balance. No deferral, accrual, carry forward or rollover of any liability of yours shall act to limit our discretion to collect the relevant charges and expenses in any manner we see fit at any future date, nor shall it act to any extent or in any manner as a release or waiver of your liabilities to us.

16.5 We may share charges with associated companies and other third parties or receive and retain remuneration from them in respect of transactions carried out on your behalf. Details of any such remuneration or sharing arrangements may not be set out in the relevant contract note but can be made available to you on request.

16.6 We will accept payments from you by debit card or when available, Open Banking transfer subject to clause 17 below. We will make payments to you via bank transfer to your specified bank account subject to all necessary anti-money laundering checks. We may also make payments to you via your debit card in our discretion.

17. Opening your CIRCA5000 account & making contributions

17.1 We will verify your identity in accordance with UK anti-money laundering legislation before opening your CIRCA5000 Account and providing the CIRCA5000 Services to you. We may use various third-party services to do this and you expressly authorise us to verify your identity and carry out all necessary anti-money laundering checks. You acknowledge that this will require us to transmit your personal information to such third parties. An ID Check may be performed with credit referencing agencies and you expressly consent to this.

17.2 Contributions to your Platform Product may be single or regular and can only be paid in GBP. Contributions may be subject to certain minimums. We may change the minimum contributions from time to time and will notify you. The current minimum contribution is £100. Contributions will be accepted by debit cards which are 3DS secure enabled. ‍

18. Communications

18.1 We may communicate with you at any time using the information you have given us, including, when appropriate, by telephone, SMS text message, by email and via the APP.

18.2 We will communicate with you in English. You shall be required to have sufficient understanding and fluency to communicate with us in English.

18.3 You agree that all telephone calls and electronic communications may be recorded and kept by us as a record of your instructions.

18.4 We and any service providers acting on our behalf may contact you, including by using autodialled or pre-recorded messages, calls, or text messages, at the telephone number(s) you have provided to us.

18.5 These communications may relate to: (a) notices to you; (b) investigations or fraud prevention: (c) debt collection; and (d) your use of CIRCA5000 Services generally. You may revoke your consent to receive calls, emails, or text messages by contacting hi@circa5000.com. We respect your opt-out instructions; however, we may be required to communicate certain types of information in accordance with our legal and regulatory obligations. 

18.6 You are responsible for reviewing your transaction history and any account statements that you receive pertaining to your Account to ensure that your instructions have been carried out and do not contain unauthorised dealings in your Account. We shall be entitled to assume that any confirmation received by you which has not been queried within two Business Days is correct.

18.7 You must inform us immediately of any changes to your personal details, including your postal address, your email address and your bank details. When we receive returned mail or emails, we will make reasonable endeavours to contact you to get your new details. We reserve the right to not send further communications to the old address or old email address. We will not be liable to you for any loss you may suffer as a result of you not receiving correspondence or payments where you have not informed us of any change in your details and/or bank account. All communications sent to you by post, will be sent at your own risk to the last known postal address that we hold for you. It is your responsibility to ensure the contact information we have for you is up to date. In particular, you must ensure we have a current and valid email address for you so that we can notify you when important documents are delivered to you via the APP. You accept that where either we or a Service Provider are required to provide you with written notice then this will be given to you by means of electronic correspondence.

18.8 We cannot guarantee that electronic communications will be successfully delivered, or that they will be secure and virus free. Save where we have been negligent or where we have breached applicable law or the FCA Rules, we will not be liable for any loss, damage, expense, harm or inconvenience caused as a result of an email being lost, delayed, intercepted, corrupted or otherwise altered or for failing to be delivered for any reason beyond our control.

18.9 In the case of communications sent by us to you through the APP such communications will be deemed delivered to you upon sending; we will not be obliged to seek acknowledgement of receipt from you in respect of communications so sent. We will not be liable to you for any delay or failure of delivery of any communication so sent, except where such delay or failure results from our negligence.

18.10 Communications sent by us to you:

18.10.1 by post, at the last known postal address that we hold for you, will be deemed delivered and received by you 2 Business Days after posting unless otherwise specified. We will not accept any liability for postal delays; and

18.10.2 by email or secure electronic message will be deemed delivered and received immediately upon sending.

18.11 When you open a CIRCA5000 Account you will be provided with the ability to access your Platform Products via the APP. You will be requested to use your email as your username and select a password in order to activate your account. You acknowledge and agree that you are:

18.11.1 the sole exclusive owner of any account number allocated to you by CIRCA5000;

18.11.2 you will be responsible for the confidentiality and use of your own username and password;

18.12 We may rely on all orders and secure message instructions using your Account number and you will be bound by any agreement entered into or expenses incurred on your behalf in reliance on such orders and secure message instructions.‍

19. Your instructions via the app

19.1 The APP allows you to select and/or make changes to your CIRCA5000 Account, the Platform Product(s) and/or indicate your intention to undertake an investment transaction. We will rely on your interactions with us through the APP as constituting your valid instructions to us.

19.2 In certain circumstances we may generally restrict or suspend your access and use of the APP. In particular, you should note that we may take this action where:

19.2.1 we reasonably believe that the security of your CIRCA5000 Account or Platform Product has been compromised; and/or

19.2.2 it is illegal or against any relevant rule or regulation for instructions to be sent to the manager of the Funds.

19.3 The above reasons are not exhaustive.

19.4 You acknowledge and agree that all instructions and authorisations given by you in relation to the Platform Products and the investments made in respect of your CIRCA5000 Account must be sent by you personally and by no other person. Please refer to Appendix 2 of these Terms where we set out our obligations and duties with respect to your Platform Products.

19.5 You acknowledge and agree that all instructions are effective when they are received by us. However, we are not obliged to acknowledge receipt of your instructions. Please note that we will not be liable for carrying out an instruction which is not genuine. We will not be liable for any error of transmission, or for the fraud of any other party (except in the case of our negligence, fraud or wilful default).

19.6 We will apply our Order Transmission Policy (which is set out in Appendix 5 of these Terms) when acting upon your instructions to buy and/or sell your investments. By entering into the CIRCA5000 Agreement you agree and consent to our Order Transmission Policy.

19.7 Where a delay occurs in transmitting an instruction due to factors outside of our reasonable control (including, without limitation, where the APP is unavailable) we will ensure that your instruction is executed as soon as possible. However, we will not otherwise be responsible for any delay or any losses arising therefrom.

20. Your information & data protection

20.1 We will obtain information (including personal data) from you during the course of our relationship with you. Specifically, we will ask you to provide us with your name, postal address, email address, mobile telephone number, banking details and National Insurance Number where applicable. You authorise us to use and process all data in our possession that relates to any aspect of transactions with you, and in accordance with applicable data protection legislation and any successor legislation.

20.2 You authorise us to transfer all data in our possession to any Service Provider that relates to any aspect of transactions with you.

20.3 In order to enable us to provide the most appropriate services to you we will record and/or monitor your use of circa5000.com, the APP and email communications between us and you. We will take all reasonable steps to ensure that the database containing this information is updated and is securely protected against unauthorised entry and that personal information is kept strictly confidential.

20.4 We may use your personal information, including sensitive personal information, and store it on our systems and may otherwise process it for the purposes of providing the CIRCA5000 Account and the CIRCA5000 Services. If you believe any of the data we hold about you is inaccurate or needs to be updated, please let us know as soon as possible by emailing us at: hi@circa5000.com and we will do our best to correct it. We will only retain your personal data for as long as is necessary for us to provide CIRCA5000 Services to you and for a period of 7 years thereafter, or longer if required for regulatory reasons.

20.5 Where you have indicated, for example in the CIRCA5000 Account opening process, that you agree to receiving marketing information then unless and until you ask us to stop sending you marketing information.

20.6 We may use your personal data including your contact details, your application details (but not banking details) and details of the services we provide you with and how you use them, to inform you about other similar products and Services that may be of interest to you; and

20.7 if and to the extent that you have given us permission to do so, we may contact you by telephone (including automated calls), post, email and other electronic messages such as short text, with information, news and updates in relation to CIRCA5000 Services and financial services of other selected partners.

20.8 You acknowledge and consent to us passing your personal information to third parties appointed by us for the purpose of administration and verifying your identity. If we need to seek additional information from you in order to verify your identity, we reserve the right to:

20.8.1 delay the opening of your CIRCA5000 Account; or

20.8.2 return and cancel your application; or

20.8.3 withhold from you the ability to trade or withdraw any Funds until we have successfully verified your identity.

20.9 We may disclose your personal information if we are required to do so by law or we are requested to do so by the FCA, or any other relevant regulatory authority in any country.

20.10 Your personal data will not be transferred to third parties outside the UK or EEA.

20.11 You are entitled to see all personal data relating to you, which is held on any database controlled by us. Please contact hi@circa5000.com for details.

21. Withdrawals

21.1 You can make a Permitted Withdrawal from your CIRCA5000 Account at any time for which you must provide your instructions. We will only pay money to a UK bank account in your name and subject to any anti-money laundering check which we deem necessary. Where you request a withdrawal of a specific sum of money this is an instruction to us to calculate the proportion of your investments which corresponds to that sum and sell that proportion. We cannot guarantee that the selected proportion will precisely raise the original indicative amount specified - this is due to the inherent fluctuation in market values.

21.2 Where you request a full withdrawal this is an instruction to liquidate all of your assets and pay out the proceeds. The final value of those proceeds may be more or less than the valuation of your assets at the time of the request.

21.3 Please note that we cannot guarantee any time limit within which the withdrawal proceeds will be paid to you as the process of selling investments depends on the settlement dates of those investments. Therefore, we will pay you the withdrawal proceeds as soon as it is reasonably possible.

22. Contract notes & reports

22.1 We will provide you with all contract notes in respect of all investment transactions carried out in the Platform Products by you via the CIRCA5000 Account and all reports that are required to be provided to you in accordance with the FCA Rules, including valuation reports (the “Reports”). You agree that we will provide you with the Reports as part of the CIRCA5000 Services via the APP. By downloading the Reports you will be able to obtain the details of all transactions for your chosen period, details of the contents of your CIRCA5000 Account, the current market value and the basis of valuation, your income and fees charged.

22.2 We will make daily valuations of your Platform Products available to you via the APP.

22.3 By entering into the CIRCA5000 Agreement and the Platform Agreement you agree and consent to the electronic delivery of contract notes and Reports and all other information required to be provided to you under those Agreements.

23. Conflicts of interest

23.1 When we enter into or arrange a transaction for you we or some other person connected with us may have an interest, relationship, or arrangement that conflicts with the transactions, investments or service concerned. In compliance with our Conflicts of Interest Policy set out in Appendix 4, we shall work towards managing or preventing conflicts from occurring wherever reasonably possible.

23.2 Our Conflicts of Interest Policy sets out the types of actual or potential conflicts of interest which may arise given the nature of our business and provides details of how these are managed. Further details and updates of this policy can be provided on request.

23.3 In exceptional circumstances, so as to comply with our obligations to you in respect of conflicts of interest under Applicable Law, we may be unable to deal with you in relation to particular investments and be unable to disclose the reason for this.

24. Custody

Custody and settlement Services will be provided by a third party in accordance with the terms of the relevant Appendices. We may in our absolute discretion engage new third parties to provide custody and settlement services provided that those third parties are authorised to provide those services by the FCA.

25. Exclusion of liability

25.1 Subject to the FCA Rules, neither we nor any person connected with us, nor any of our agents shall be liable for any loss, costs or expenses (including tax consequences of any transaction or taxation charges arising for any other reason) that may be suffered or incurred by you as a result of, or in connection with the provision of any Services to which this Agreement applies including any loss of opportunity whereby the value of your Platform Products may have been increased nor for any reduction in the value of your Platform Products as a result of market movements unless, and then only to the extent that, such loss, costs or expenses are caused by our fraud, negligence or wilful default, or by our failure to comply with the FCA Rules for the time being in force.

25.2 Except to the extent mandated by Applicable Law, we shall not be liable to you by reason of any representation (unless fraudulent) or any implied warranty, condition, or other term, or any duty at common law, or under the express terms of this Agreement, for any loss of profit or for any indirect, special or consequential loss, damage, costs, expenses, or other claims (caused by the negligence or otherwise of CIRCA5000 or its agents) which arise out of or in connection with the provision of the nature of the Services provided by us to you and our entire liability and/or in connection with this Agreement shall not exceed the amount of the fees payable for the provision of Services during the six month period immediately preceding the date of any claim.

25.3 We will not be held liable for any loss incurred by you which arises, either wholly or in part, as a result of force majeure (as set out at clause 26) or an event which is beyond our reasonable control to prevent and the effect of which is beyond our reasonable power to avoid in relation to your CIRCA5000 Account and which may arise from delays or changes in market conditions, market fluctuation, currency fluctuation, computer failure, labour dispute, inability to communicate with you, or for any other reason and whereby we are either unable to take or refrain from taking or shall not be obliged to take or refrain from taking any action as a consequence thereof.

25.4 Nothing in these Terms shall limit or exclude our liability for personal injury or death caused by our negligence.

25.5 No provision of the CIRCA5000 Agreement will restrict, qualify or exclude any duty owed to you under applicable laws relating to the provision of services or under the FCA Rules. For further information about your rights under these applicable laws contact your local Citizens’ Advice Bureau.‍

26. Force majeure

We shall not be in breach of these Terms nor liable for any loss or damage incurred or suffered by you resulting from a Force Majeure event.

27. Referrals

27.1 Where appropriate, we may offer to refer you to third parties to provide certain additional services. We will not make any such referral without your agreement.

27.2 We may pay (or receive from third parties), fees in relation to referrals of business. In making or receiving any such referral and making or receiving such payments, we will act in accordance with the FCA Rules and all Applicable Laws.

28. Variation

28.1 We may amend or revise the CIRCA5000 Agreement or any of these Terms:

28.1.1 if we are required to do so to comply with the FCA Rules, or any other applicable law or regulation;

28.1.2 to reflect changes in the costs and expenses that we incur (or reasonably expect to incur) in providing the services to you, including to take account of changes in the rates of inflation, taxes or interest;

28.1.3 to make these terms fairer to you or easier to understand, or to correct mistakes;

28.1.4 to reflect changes in market practice or conditions;

28.1.5 to enable us to make reasonable changes to the way we provide our services as a result of changes in the financial services sector, technology, or available products; and

28.1.6 to reflect changes to our arrangements with Service Providers.

28.2 A change to these Terms that is not detrimental to you can be made with immediate effect and the relevant information will be made available to you within 30 days of the change.

28.3 If we make a change to these Terms that may be detrimental to you, we will provide you with at least 30 days’ prior notice (unless we are required to make the change sooner, for example, for legal or regulatory reasons, in which case we will make information available about the change within 5 days of making the relevant change).

28.4 If we make any change that is detrimental to you, you may notify us within 30 days from the date of such change to terminate your CIRCA5000 Agreement and close your CIRCA5000 Account without liability for any increase in charges that were proposed in the new terms.

28.5 Your continued use of CIRCA5000 Services will be deemed acceptance of the updated CIRCA5000 Agreement or Terms.

29. Right of set-off & lien

29.1 You shall pay all amounts due under these Terms in full without any deduction or withholding except as required by Applicable Law and you shall not be entitled to assert any credit, set-off, or counterclaim against us in order to justify withholding or disputing payment of any such amount in whole or in part.

29.2 We may, without limiting our Service Providers’ other rights or remedies, set-off any amount owing to any Service Provider (or to any of its affiliates) by you against any amount payable by us to you.

29.3 In addition, and without prejudice to any other rights to which we may be entitled under these Terms or any Applicable Law, we shall have a general lien on all money or property held by us or our Service Providers on your behalf until the satisfaction of all obligations related to your Account.

30. Netting

Unless we expressly agree with you in writing (or give you written notice) to the contrary, all payments and deliveries between us shall be made on a net basis and we shall not be obliged to deliver or make payment to you or both (as the case may be) unless and until we have received from you the appropriate documents or cleared funds.

31. Termination

31.1 You are entitled to terminate your CIRCA5000 Agreement at any time and for any reason by giving written notice to us to be sent to hi@circa5000.com. Such termination shall be effective on the day when we acknowledge receipt of your notice by return email, subject to the completion of outstanding transactions. We will close your CIRCA5000 Account as soon as practicable after receiving your notice to terminate the CIRCA5000 Agreement. Closure will only be effected where you have provided us with UK Bank Account details and where that account is in your name and we have conducted any anti-money laundering checks that we deem are required.

31.2 Our fees (as set out in Appendix 1 the “Fees Document”) shall continue to apply until the later of the date of the termination of the CIRCA5000 Agreement or the settlement of all outstanding transactions in respect of your CIRCA5000 Account including the paying out of your balance.

31.3 We may terminate this Agreement at any time and for any reason, by giving you 30 days’ prior notice, subject to the settlement of all outstanding transactions. Such termination will be effective from the date specified in the notice. You must provide us with bank details to make payment of the balance due to you and any information required to perform anti-money laundering checks in relation to that account. Until you have provided us with these details we shall be entitled to continue to charge our fees.

31.4 On termination of this Agreement, we reserve the right to cancel, close out, terminate or reverse any transaction or enter into any other transaction or do anything which has the effect of reducing or eliminating any liability under any contracts, positions or commitments undertaken on your behalf.

31.5 In addition to other provisions of this clause 31, we may freeze or terminate your CIRCA5000 Account, take steps to freeze transactions through your Platform Product(s) and/or deactivate your access to our Services without giving you advance notice and with immediate effect if:

31.5.1 your CIRCA5000 Account has not held any above the minimum balance of £100 for securities or cash for a period exceeding 30 days;

31.5.2 you fail to make payment of any of the amounts owed to us under the CIRCA5000 Agreement;

31.5.3 you become insolvent or bankrupt or are subject to any insolvency proceedings/arrangements;

31.5.4 you have materially breached any of the terms of the CIRCA5000 Agreement or have otherwise provided us with false or misleading information, or you are in breach of any of these Terms and have not remedied this breach within three months of us having notified you of such breach;

31.5.5 you do or fail to do any act which jeopardises the continuance of the Service(s);

31.5.6 you breach any of the FCA Rules, FSMA or any other Applicable Law and this cannot be remedied; or

31.5.7 where an Event of Default has occurred with respect to you or as set out at clause 36; or

31.5.8 where you have failed to provide information and/or documentation which we are required to obtain from you in order to comply with our anti-money laundering obligations, whether initially or on an ongoing basis;

31.6 We may also terminate the CIRCA5000 Agreement immediately if we reasonably believe that providing you with Services exposes us to action or censure from any law enforcement, government or regulatory body (including, without limitation, the FCA).

31.7 Where we terminate the CIRCA5000 Agreement immediately or freeze your CIRCA5000 Account as set out above, we will inform you in writing immediately through any available medium of our decision and our reasons for making that decision.

31.8 Termination will not affect any outstanding transactions or any rights or obligations which may already have arisen. However, transactions in progress at the date of termination will be completed by us as soon as practicable. Termination will not affect any provision of these Terms of Business which is expressly stated to survive termination.

31.9 On termination of the CIRCA5000 Agreement (for any reason), we will re-register your portfolio’s assets and transfer your cash as you reasonably request. If you make no reasonable request, we may, at our discretion take steps to re-register your portfolio assets into your own name and to transfer your cash to you, or take advice from HMRC as to the appropriate steps in the circumstances. If we are unable to contact you for 30 days, you authorise us to sell your assets and hold those as cash until such time as we can transfer those funds to you.

31.10 If relevant to you, please see the ISA Terms set out in Appendix 2 (“Additional ISA Terms”).

31.11 We will pay any money due to you by Direct Bankers Automated Clearing System Credit to your nominated bank account. If an attempt to pay you by this method is rejected, we will require that you confirm your bank account details so that we can transfer the closing balance to your chosen bank account. As an alternative, we reserve a right to issue you a cheque, which will be posted to the last address you provided to us. We may also make payment to any debit card held on file.

32. Agreement not transferrable

32.1 Unless we consent in writing, your rights under this Agreement and any transactions effected under or pursuant to it are non-assignable and unenforceable by third parties whether under the Contract (Rights of Third Parties) Act 1999 or otherwise and your obligations shall not be capable of performance by anyone else.

32.2 We may assign our rights and obligations under the Agreement at any time without your consent to:

32.2.1 another entity within our group; or

32.2.2 to a third party outside of our group where we reasonably consider that the transfer will not compromise your rights under the CIRCA5000 Agreement and the services to be provided to you. Unless it is impracticable in the circumstances, we will give you 30 days’ prior notice of any such assignment.

32.3 If we assign our rights and obligations, you may notify us within 30 days from the date of such assignment to close your CIRCA5000 Account without charge.

33. Invalidity of provisions

Each provision of the CIRCA5000 Agreement is severable and if any provision or part-provision is or becomes invalid, illegal or unenforceable for any reason or contravenes any Applicable Law, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. However, the remaining provisions will not be affected and will remain enforceable.

34. Taxes

34.1 As a consequence of using our Services, you may alter your personal tax position. The levels of and bases of taxation can change and you should consult your own tax adviser in order to understand any applicable tax consequence that might arise. We do not provide tax advice and will not be responsible for the tax consequences of any transactions.

34.2 All sums payable by you under these Terms are inclusive of all applicable taxes, and taxes will be included in amounts charged to your CIRCA5000 Account by us at the same time as the sums to which they relate.

34.3 You will at all times be fully responsible for payment of all other taxes due in relation to any Services we carry out for or with you or any money and securities in your CIRCA5000 Account.

34.4 You acknowledge that neither we nor any associated companies are providing tax advice to you.

35. Governing law & entire agreement

This Agreement is governed by and shall be construed in accordance with English law and each party submits to the exclusive jurisdiction of the English Courts for the resolution of disputes. This Agreement, together with the other documents referred to in it, constitutes the whole agreement between us, and supersedes all previous terms agreed between us.

36. Event of default

If at any time an Event of Default shall occur and be continuing with respect to you in respect of any Services, we shall be entitled, without prior notice to you, to take any of the following actions: (a) terminate our agreement with immediate effect and treat any or all outstanding transactions between you and us or our Associates as having been cancelled or terminated; and (b) notwithstanding our rights under clause 31, close out, replace or reverse any transaction, enter into any other transaction or take, or refrain from taking, such other action at such time or times and in such manner as, at our sole discretion, we consider necessary or appropriate to cover, reduce or eliminate our or our Service Providers’ loss or liability under or in respect of any contracts, positions or commitments.

Appendix 1

Our Fees Document can be found here:

https://circa5000.com/support/fees-document

Appendix 2

PLATFORM TERMS

This document explains how your CIRCA5000 Account is operated. It sets out the terms and conditions for the Platform Products. It should be read as part of the overall Terms.

GENERAL TERMS

We shall provide the Platform Products in accordance with your instructions and selections, and shall provide dealing, safe custody, settlement and post-execution services in respect of your investments (together, the “Platform Services”). Where you have selected an ISA, then the additional terms set out at Appendix 3 headed “Additional ISA Terms” apply.

Where you have selected a Personal Pension you will have also agreed to the Separate Personal Pension Terms and Conditions which incorporate this Agreement.

We will at all times provide the Platform Services to you in accordance with the terms of the Platform Agreement, all applicable laws, and all applicable FCA Rules.

If you materially breach these Terms then we reserve the right, without further notice, to close your Platform Products, withdraw access to the Platform Service, and require you to Transfer Out your Platform Products to an alternate provider, or any combination of these.

We do not provide advice about our products or allowable investments. The Platform Products are only available to direct investors. If for any reason you are unsure about or do not understand these Terms or any other aspect of the products or services then you should seek appropriate financial advice and/or contact CIRCA5000 at hi@circa5000.com for any general inquiries BEFORE making any commitment.

The value of each Platform Product must be maintained above the minimum value of £100. We may change the minimum value from time to time and will notify you of any such change. In the event that the value of a Platform Product remains below this value for more than a 30 day period, then we may close your relevant Platform Product by giving notice to you.

The Platform Products are only available through the CIRCA5000 Services; accordingly, all reports and documentation will be provided to you for access via the APP. By subscribing to take out a Platform Product, you agree that you do not require us to provide reports, statements, contract notes, or other documentation associated with your Platform Product other than in electronic form via these means. You must also keep up-to-date contact details so that we can notify you when any important documents are sent via the CIRCA5000 Services.

You accept that where we are required to provide you with written notice then this will be given to you by means of electronic correspondence as set out above.

There may be circumstances that require us to review these Terms and the changes being made. In this event, we will notify you advising you of any amendments to these Terms at least 30 days prior to the change taking effect. However, we reserve the right to vary these Terms with shorter notice e.g. a change to an existing, or implementation of a new regulatory requirement which we have to action immediately.

Value added tax will be levied on all appropriate expenses and fees at the prevailing rate.

You authorise us to provide HMRC with all the relevant information about your Platform Product(s) and its investments.

We reserve the right to sell investments if there is insufficient cash to meet the amount of any ongoing costs or charges.

We have categorised you as a Retail Client for all purposes of the FCA Rules. As a Retail Client you will benefit from the greatest level of protection available under the regulatory system.

RELATIONSHIP WITH SECCL

We have entered into an agreement (the “Seccl Agreement”) with Seccl Custody Limited, (“Seccl”), on behalf of ourselves and each of our clients whereby Seccl has agreed to provide clearing and settlement, safe custody and associated services for our clients who are subject to this agreement. Seccl may also provide additional services such as investment dealing services as we may from time to time agree with Seccl.

The current terms and conditions of Seccl and the principal terms of the Seccl Agreement with them as it applies to our clients, including you, are set out or summarised below.

1. BACKGROUND

1.1. Under the Terms, you consent to CIRCA5000 (“the Investment Services Provider” or “ISP”) appointing Seccl Custody Limited ("SCL") as the Custodian to provide:

• the custody services more particularly described in this schedule
• cash payment services, asset price and information data
• client money and asset reconciliation in accordance with the Client Asset Sourcebook ("CASS") of the FCA Rules

1.2. SCL is authorised and regulated by the Financial Conduct Authority of 12 Endeavour Square, London, E20 1JN, registration number 793200, to arrange, safeguard and administer custody of cash and Assets.

1.3. SCL is registered in England, registration number 10430958. To contact SCL, write to 20 Manvers Street, Bath, BA1 1JW.

1.4. Terms not defined in these Custody Terms have the meaning set out in the Terms or the FCA Rules.

2. SYSTEM OPERATION - APPLYING AND TRANSACTING

2.1. The Custodian is authorised to ensure that the custody of your cash and Assets are managed compliantly in accordance with the applicable regulations.

2.2. Any deposits or withdrawals of cash or instructions to buy, sell or transfer investments, through the ISP, will be recorded and managed in accordance with CASS. SCL will ensure any investment instructions are placed in accordance with the Terms.

2.3. All client cash will be held with an approved Bank or CRD Credit Institution in a designated Client Money statutory trust account. The account is held separately from any monies held by either SCL or the ISP.

2.4. Client Assets will be registered to Digital Custody Nominees Limited ("Nominee") which is a wholly owned subsidiary company of SCL. This arrangement safeguards and segregates your Assets from those of SCL. SCL accepts the same level of responsibility under CASS to you for the Nominee.

2.5. Your cash and Assets will be held in a pooled arrangement. This means that SCL will have records that identify your individual ownership and entitlement to Assets. For operational and servicing purposes it is more efficient for SCL to administer your investments on a pooled basis.

2.6. SCL will have instances where we need to appoint third-party nominees or sub-custodians to maintain the custody services offered. By agreeing to these Custody Terms, you authorise SCL to do so.

2.7. SCL will use reasonable care and due diligence to perform its custodian duties. Your Assets will be held separately to SCL's Assets, if SCL goes out of business. If any shortfall of Assets arises as a result of SCL's or a third-party nominee or sub-custodian's insolvency, these would be shared on a proportionate basis with affected clients.

2.8. Where SCL receive income from your investments through dividend payments, fund distributions and Corporate Actions, SCL will reconcile and credit these to your accounts. All overseas dividends are processed with standard rate withholding tax as applicable for the overseas territory.

2.9. As Corporate Action events arise, SCL will inform the ISP where actions are applicable to your Assets.

2.10. SCL will facilitate the transfer of cash and Assets in accordance with client instructions and the ISP’s Terms.

3. CASH PROCESSES

3.1. Any client deposits or income will be credited to your respective account once identified and reconciled with the date SCL received monies.

3.2. SCL will pay any and all interest monthly net of any amounts retained by the ISP according to your agreement with them.  Interest is calculated on cleared cash balances held in Client Money accounts.

3.3. Where interest cannot be distributed due to compound rounding differences, the unallocated interest will be paid to a SCL chosen registered charity.

3.4. SCL may diversify Client Money using a combination of instant access, notice, and unbreakable term deposit accounts, where notice periods or unbreakable terms may be up to 95 days in accordance with the CASS rules. In extraordinary circumstances, there may be a delay in you receiving any withdrawal requests.

4. SETTLEMENT

4.1. Settlement of Client Assets will accord with market best practice. Where Assets are traded in Exchange Traded Instruments ("ETIs"), SCL will normally operate on a delivery-versus-payment ("DVP") settlement process. By agreeing to the Custody Terms, you permit SCL to apply a DVP transaction exemption as detailed in the FCA Rules up until any delivery of Assets (purchases) or cash (sales) passes the third Working Day, whereby SCL will follow Client Money and asset reconciliations in accordance with CASS.

4.2. For model portfolio and switch orders, SCL will place a buy order after the sell instruction is confirmed by the fund manager or the market. SCL may delay the purchase of ETI orders if the intended settlement date on the sale of a fund, is a day or more longer than that of the ETI order.

5. ASSET RECONCILIATIONS

5.1. SCL will reconcile Client Money and Assets in accordance with CASS.

5.2. Client Money will be reconciled on a Business Day basis and Assets will be reconciled externally according to their type and registration.

6. LIENS

6.1 We reserve the right to enforce the right of liens over the Assets under the Terms in specific circumstances. In such circumstances, this will be agreed with the ISP.

7. COMMUNICATIONS

7.1. All communication with you will be in English through the online message portal provided by the ISP.

7.2. SCL will provide quarterly valuation statements and contract notes which will detail the buy or sell transactions instructed on your account. It is your responsibility to sign-in and read this information and it is important you notify the ISP promptly of any errors or omissions in respect of the accuracy of these documents.

7.3 Ad hoc statement requests are permitted for which SCL or the ISP reserves the right to charge a fee.

8. COMPLAINTS

8.1. SCL has its own complaints policy. If you want to complain, please contact the ISP first. If the complaint relates to services provided by SCL, SCL will provide the ISP with all necessary information to resolve the complaint. The ISP may ask SCL to take control or assist on the complaint if necessary.

8.2. If you do not think this is appropriate please contact SCL by email at secclops@seccl.tech or by post to The Compliance Officer, 20 Manvers Street, Bath, BA1 1JW.

8.3. If we do not resolve your complaint satisfactorily or fail to resolve it within eight weeks of receiving your complaint, you can also direct your complaint to the Financial Ombudsman Service at:

• Exchange Tower, London E14 9SR.
• Telephone: 0800 023 4567 or 0300 123 9 123;
• email: complaint.info@financial-ombudsman.org.uk; and
• website:  www.financial-ombudsman.org.uk.

9. REMUNERATION

9.1. The ISP pays SCL for Custody services. In some cases, this may be paid directly from your account depending on the ISP’s terms with you.

9.2. Where there is a shortfall to cover fees and charges, SCL will automatically raise funds to cover the shortfall. In some cases this may be more than the shortfall due to allow for market movement and price fluctuation.

10. CONFLICTS OF INTEREST

10.1. SCL maintain a Conflicts of Interest policy independent of the ISP. It is available by contacting the ISP.

11. FORCE MAJEURE EVENT

11.1. To the extent permissible under applicable law, neither you nor SCL shall be responsible for any loss or damage suffered by the other party by reason of any natural and unavoidable catastrophes that interrupt the expected course of events and restrict you or SCL from fulfilling obligations under these Custody Terms ("Force Majeure Event"). If such loss, damage or failure is, or may occur, due to a Force Majeure Event, each party will use reasonable endeavours to minimise the effects and will notify

12. DATA PROTECTION

12.1. In acting as your Custodian SCL, will have access to the data you provide on Application to the ISP service. In the Service Agreement between the ISP and SCL both parties are joint Data Controllers and have independent Privacy Policies which summarise how we will use your personal information and with whom we share it.

12.2. SCL will use your details for regulatory reporting purposes and will not use or share your information for marketing purposes.

12.3. SCL will retain your data and relevant communications for a period of seven (7) years from the date of the account closure in line with the FCA rules.

13. FSCS

13.1. SCL is covered by the Financial Services Compensation Scheme ("FSCS"). If SCL ceases trading and cannot meet your obligations, you may be entitled to compensation from the scheme up to a maximum of £85,000 (or such other value covered from time to time by the FSCS) for investment claims.

13.2. Further information about the compensation arrangements is available from the FSCS directly.

• Website: www.fscs.co.uk Telephone: 0800 678 1100 / 020 7741 4100.
• Address: Financial Services Compensation Scheme, PO Box 300, Mitcheldean, GL17 1DY

14. USE OF THIRD PARTIES

14.1. To provide custody services SCL, will use the services of third party service providers.

14.2. Examples include the provision of; Data and price feeds of assets, the execution of trading instructions, clearing and settlement services, banking services, client verification, regulatory reporting, card payment services and the facilitation of automated transfer instructions.

14.3. Where services are provided by a third party, SCL will use reasonable care and due diligence in selecting them and monitoring their performance. Except for clause 2.4, SCL does not guarantee proper performance by the third party and will not itself be responsible if a third party provider fails to meet its obligations. This means that should the third party default or becomes insolvent, SCL will attempt to recover your money but if the bank cannot repay its creditors, any shortfall may have to be shared proportionally among them, including you and other clients and you may lose some or all of your Assets. Including, in circumstances where it is not possible under the relevant national law and the registration under clause 2.6 to identify the Client Assets from the proprietary assets of the third party firm. In this situation, you will not necessarily be entitled to compensation from SCL and you may seek recompense from the FSCS as covered under clause 13.2.

15. ACCOUNT CLOSURE

15.1. Where an account has been closed and a relationship ceases to exist, SCL may pay away residual de minimis balances below £10 remaining on the account to a SCL chosen registered charity in line with FCA rules.

16. TERMINATION

16.1. SCL may terminate the Terms at any time by giving the ISP thirty (30) days' written notice (subject to applicable law and regulatory requirements). There is no minimum duration of the Terms.

16.2 SCL may also terminate the Terms with immediate effect by written notice if required to do so for legal or regulatory reasons or on instructions from the ISP.

16.3. In this event, the ISP will instruct SCL where to transfer the Client Assets and Client Money. If the ISP does not do so promptly, or if the ISP no longer represents you, then you will on request give the relevant instruction. SCL will transfer Client Assets and Client Money in accordance with the relevant instruction or, if it is unable to obtain instructions, it will transfer them directly to you. The Terms will continue to apply until such transfer of the Client Assets and the Client Money is complete.

17. SEVERABILITY

17.1. If any part of this agreement is declared unenforceable or invalid, the remainder will continue to be valid and enforceable.

18. NOTICES OF CHANGE/VARIATIONS

18.1. We may change these Custody Terms in whole or in part. We can do this for the reasons stated in our change control policy, a version of this is available from the ISP.

19. GOVERNING LAW

19.1. This agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England.

19.2. You irrevocably agree that the courts of England shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with these Custody Terms or its subject matter or formation.

20. LIABILITY

20.1. SCL will act with all reasonable skill, care and diligence in acting as your Custodian. SCL will be liable to you for any direct loss that is the result of negligence or failure by SCL to account for assets in accounts or through a breach of FCA Rules, unless any such failure is the result of the acts or omissions of you or the ISP.

20.2. Nothing in these Custody Terms shall be read as excluding or restricting any liability we may have for death or personal injury.

20.3. SCL will not be liable for the following:

• loss of business, goodwill, opportunity or profit; or
• any special, consequential or indirect loss whatsoever.
• as a result of us doing (or not doing) anything in reliance upon an instruction given (or which we reasonably believe to have been given) by you;
• as a result of your decisions relating to the choice, purchase, retention and sale of any assets in your Account;
• from the default of any bank, fund manager or provider which holds your cash and assets (except as required under the FCA Rules);
• from the performance of any assets and investments;
• from any tax liabilities or charges that are incurred in relation to your Account and/ or the assets held within it; or
• from any instruction sent by you that is not received by us, unless the failed receipt is due to a fault or omission on our part.

20.4. You accept and acknowledge that the internet and the telecommunication systems may be subject to interruption or failure through no fault of ours.

21. HEADINGS

21.1. The section headings contained in this agreement are for reference purposes only and shall not affect the meaning or interpretation of this agreement.

Appendix 3

These ISA Terms apply to the Individual Savings Account that you have with the ISP and are supplementary to any terms you have with them.

In the event of any conflict between these ISA Terms and any other Terms, the ISA Terms will apply.

1. COMMENCEMENT

1.1 These ISA Terms become effective and govern the relationship between you and SCL as your ISA Manager following receipt of your subscription.

2. YOUR ISA

2.1 Your ISA is a stocks and shares ISA (the “ISA”).

2.2 Your stocks and shares ISA is subject to the Individual Savings Account Regulations 1998 (“ISA Regulations”) and, in the event of any inconsistencies between the ISA Regulations and these ISA Terms, the ISA Regulations will prevail.

3. ABOUT YOUR ISA MANAGER

3.1 SCL will act as the ISA manager in respect of your ISA. SCL is approved by HM Revenue & Customs for these purposes.

3.2 SCL will manage your ISA in line with the ISA Regulations.

3.3 SCL does not provide any investment advice to you in relation to the investments you wish to hold in your ISA. All investment decisions that you take in respect of the investments that you wish to hold in your ISA will be yours or those of the ISP where you have authorised the ISP to take such decisions on your behalf.

4. ELIGIBILITY

4.1 In order to open an ISA, you must satisfy the requirements set out in the ISA Regulations. Generally, you can open and maintain an ISA account if you are an individual of 18 years or over, you are resident in the UK, and you are a UK taxpayer.

5. ISA INVESTMENTS

5.1 You may hold such investments in your ISA as are permitted under the ISA Regulations. Eligible investments may for example include certain UK and overseas equities, a range of UK gilts and fixed interest securities and a range of shares or units in unit trusts, open-ended investment companies and investment trusts. If any investment in your ISA is or becomes ineligible, you must sell or transfer it out. SCL reserves the right to sell or transfer such investment on your behalf if you fail to do so within 30 days of SCL notifying you.

5.2 Once the ISA subscription limit for a tax year has been reached (taking into account all permitted ISA types that you may hold) and subject to paragraph 5.3 below, you may not make any further subscriptions into your ISA or any other ISA in the same tax year.

5.3 As your ISA is a flexible ISA, you may replace (in whole or part) a previous withdrawal from your ISA with a replacement subscription to that ISA in the same tax year.

6. WITHDRAWALS AND FLEXIBLE ISA

6.1 If you wish to withdraw any cash or investments from your ISA, you (or the ISP on your behalf) must provide the SCL with written instructions. SCL will, subject to the ISA Regulations, transfer all or part of the investments and any proceeds arising from those investments to you.

6.2 SCL will effect the transfer within such time as stipulated in your instructions, subject to any reasonable business period required by SCL to implement your instructions which should not take longer than 30 days from the date your instructions were received by SCL.

7. TRANSFERS

7.1 You may transfer an existing ISA from a different ISA manager to SCL and, subject to the ISA Regulations, SCL may in its sole discretion decide to accept such transfer provided the investments can be held in a SCL ISA.

7.2 You may request SCL to transfer your ISA from SCL to a different ISA manager and, subject to the ISA Regulations, SCL will effect such transfer provided the other ISA manager has given its consent. SCL will effect such transfer within a reasonable time needed to implement your transfer instructions which should not take longer than 30 days from the date your instructions were received by SCL. SCL does not currently facilitate the partial transfers of ISAs.

7.3 You (or the ISP on your behalf) will be required to complete the relevant transfer application form and provide SCL and the other ISA manager with your instructions in writing.

8. ENDING YOUR ISA

8.1 Subject to the ISA Regulations, you may end your ISA at any time by giving SCL by withdrawing your funds. In that case, SCL will liquidate the investments in your ISA and transfer the proceeds to you. Alternatively, and subject to the ISA Regulations, SCL may re-register the investment in your name or transfer them to another non-ISA account.

8.2 SCL may terminate your ISA if it has ceased or will cease to comply with the ISA Regulations and becomes void. SCL will notify you of these circumstances and must inform HM Revenue & Customs accordingly. When your ISA becomes void, you may lose part or all of your tax exemption relating to the ISA.

8.3 SCL may terminate its services as your ISA manager by giving you 30 days written notice.

8.4 In the event of termination:

8.4.1 SCL is entitled to deduct any such amounts as it is permitted or required to deduct under the ISA Regulation, these ISA Terms or the Client Agreement; and

8.4.2 these ISA Terms will continue to apply to your ISA until all transactions or transfers have been effected and relevant payments made.

9. YOUR INVESTMENTS AND ASSETS

9.1 In accordance with the ISA Regulations, SCL will register the investments held in your ISA in the name of one of its nominees; beneficial ownership of these investments will stay with you.

9.2 SCL will provide custody in respect of your investments and assets and SCL will hold any cash belonging to you as further described in clause 2 and 3 respectively in the General Terms of this Client Agreement.

10. DELEGATION

10.1 Subject to the ISA Regulations, SCL may delegate any of its functions under these ISA Terms to another organisation which SCL, exercising due skill, care and diligence, has determined as being competent to exercise such functions.

10.2 Where SCL decides to delegate its functions, you consent to SCL providing that organisation with such information about you and your ISA as that organisation may reasonably require for the purposes of exercising the delegated functions

Appendix 4

Your can find our Conflicts of Interest Policy here:

https://circa5000.com/support/conflicts-of-interest-policy

Appendix 5

You can find Seccl’s Order Execution Policy here:

https://seccl.tech/order-execution/