Terms of Use and Client Agreement

These Terms of Use (the "Terms") refer to the Multiply mobile App (the "App") and websites www.multiply.ai and b2b.multiply.ai (the “Websites”), as well as the various services we provide to you through the App and/or Websites as amended from time to time (collectively, the "Service"). The Service is operated by Multiply AI Limited, trading as Multiply.

By accessing or using any or all parts of the Service, you agree to be bound by the Terms, which incorporate our Privacy Statement, Cookie Policy, our Services and Costs Disclosure, and supporting Schedules and which together form the whole agreement (“Client Agreement”) between you and us. Please read these documents carefully. If you do not agree to their contents, you must stop using the Service immediately.

Multiply AI Limited is authorised and regulated by the Financial Conduct Authority (“FCA”) (Financial Register Number 801053), which can be confirmed by visiting the financial register website (www.fca.org.uk/firms/financial-services-register) or by contacting the FCA on 0800 111 6768. Our Registered Office is: 3rd Floor, Rise London, 41 Luke Street, London, England, EC2A 4DP (Company Registration Number: 10470734).

Our Products and Partners

To provide our products and services to you, we partner with other firms as detailed in Schedule 1 (“Partners”). You authorise us to communicate with and instruct our Partners on your behalf and agree that we will only take instructions from you and communicate with you unless we agree with you otherwise.

More simply put: By using the services provided through the Multiply App or websites, you’re agreeing to follow Multiply’s rules and those of our partners, so please read them carefully.

1. Accepting the Terms

In order to use the Service, you must agree to the Terms. You may not use the Service if you do not accept the Terms. You can accept the Terms by simply accessing the Service. Your agreement and acceptance of the Terms constitutes the Client Agreement.

You may not use the Service and may not accept the Terms if you are a person who is barred or otherwise legally prohibited from receiving or using the Service under the laws of the country in which you are resident or from which you access or use the Service.

More simply put: You’re not allowed to use this Service if you don’t agree to our Terms, or if laws in your country or the country which you access or use the Service prohibit you from doing so.

2. Changes to the Terms

We reserve the right to make any changes as we see fit to any part of the Terms (i.e. including our Service and Costs Disclosure, our Privacy Statement, and our Cookie Policy) from time to time for reasons which include, but are not limited to:

• making the Terms easier to understand and fairer to you;
• correcting any error identified in the Terms;
• adding any enhancement and/or functionality to the Service other than already provided at the time;
• to comply with any decision or recommendation of a legal body;
• to reflect good industry practice or changes in the operation of the markets;
• as a result of any changes to our systems and processes and the way our business operates, or any changes to or affecting any of our Partners;
• to proportionately reflect legitimate costs increases in, or restructures of, the Service and Products we provide; and
• addressing changes to applicable law or regulations.

We will notify you of any changes which we think may affect your rights or obligations under the Terms by email and/or within the App at least 30 days before they come into force except as set out in the Terms, with a clear explanation of how the changes will affect you.

In the case of changes that we have to make for the purposes of complying with Regulatory Requirements, we may vary the Terms with immediate effect.

Whenever we give you notice of a material amendment that is to your disadvantage, you will be able to close [and terminate] your Product or stop using our Service during the notice period specified in accordance with the Terms applicable to your Product or Service. If you do not close or terminate your Product or stop using our Service after the end of such notice period, you’ll be deemed to have accepted the change.

We may assign or otherwise transfer this Client Agreement to someone else. If it is necessary for us to, we will tell you in writing and ensure that such assignment or transfer will not affect your rights under the contract.

We may delegate the performance of our obligations under this Client Agreement with you to a third party. Before doing so, we’ll take reasonable care to make sure the third party will competently perform the obligations delegated, and we will monitor the performance of the third party’s activities and will remain primarily responsible for the obligations delegated.

We may also assign or otherwise transfer all or part of our rights and obligations under this Client Agreement with you to a third party (a “Transferee Firm”). We don’t need your consent to do this, but will only do so if we receive undertakings from that third party that you’ll be no less favourable treated than before the transfer was effected.

You may not assign or otherwise transfer any of your rights or obligations under this Client Agreement to anyone else unless we have given you our prior written consent.

More simply put: Sometimes we need to update our Terms. If we do and the change is likely to affect you, we’ll tell you in advance. If you continue to use our Service after these updates, we’ll assume you have agreed to the changes. Further, you cannot assign or otherwise transfer this Client Agreement to anyone else, however, we can assign or otherwise transfer our rights and obligations under this Client Agreement to someone else.

3. Service and Costs Disclosure

After we’ve fully assessed your needs and preferences, we will provide you with personalised Advice in the following areas and we may enable you to purchase products which we recommend.

• Investments: We will advise and make a recommendation as to the amount you should invest, and the appropriate Retail Investment Product (“Investment”) you should invest into. However, we're unable to assess the suitability or performance of any existing investments you have elsewhere.
• Pensions: We will advise and make a recommendation as to the amount you should invest in and/or contribute to a pension. In some cases, depending on your circumstances, we may recommend to you a pension product we recommend you should invest in.
• Insurance: We will advise and make a recommendation as to the amount of cover you are likely to need, and the type of insurance product we recommend you should take out. Where applicable, we will also advise and make a recommendation on the length of term and type of policy. Our advice will cover life, critical illness, family income benefit, and income protection insurance.
• Savings: We will advise and make a recommendation as to the amount we recommend you should save, and where we recommend you should put that money. We will provide a selection of recommended savings products.
• Wills: We will advise and make a recommendation as to whether you should make a will and the types of provisions you should make in your will. We will recommend a third-party provider which offers will-writing services.
• Lasting Power of Attorney: We will advise and make a recommendation as to whether you should make a lasting power of attorney. We’ll recommend the Office of the Public Guardian which helps people in England Wales stay in control of decisions about their health and finance.

We may suspend, withdraw, discontinue, or change all or any part of our Service without notice. In particular, we may temporarily suspend or withdraw financial advice and provide you with financial guidance where we deem it appropriate, for example in cases where essential maintenance is needed. Where you are receiving financial guidance, this will be communicated to you in the App at the time your plan is provided to you. Financial guidance is a service which will help you to identify your options and narrow down your choices but will not tell you what to do or which specific provider’s regulated product to buy; the decision is yours. Providers of guidance are responsible for the accuracy and quality of the information they provide but not for any decision you make based on it.

Our recommendations do not cover the whole of the market, i.e. we do not cover all product types. With the exception of Lifetime ISAs (LISA), where we are restricted to the use of the product outlined in “Schedule Overview – Our Products and Partners”, our recommendations will be based on a fair and comprehensive analysis of the available market within a specific product type, which means that our advice will qualify as “restricted advice”. For example, we do not consider products or providers which you as a consumer are not likely to be able to implement, such as an investment product only available through a private bank.

We will not provide you with any execution or investment management services. We are not tax specialists and we will not provide you with legal advice. If you need tax or legal advice we recommend that you consider obtaining your own independent advice from specialists in those areas.

We will not hold your money or assets (whether as client money or client assets or otherwise) at any stage. This will instead, if applicable, be done by one of our Partners who is authorised and regulated to provide that service. 

If you do not go through our Advice journey, meaning we have not fully assessed your needs and provided you with personalised recommendations. You may be able to open some financial products based on your own declaration that you understand the risks and believe the product is right for you. In these instances, Multiply may be paid a fee by the product provider.

What money does Multiply receive when we provide our service?

The only thing we want to get paid for is connecting people to products. Multiply is fiercely independent and is not affiliated to any product providers, platforms or price comparison sites.

At Multiply, we:

• do not charge an upfront fee to use our App;
• do not sell customer data; and
• do not allow advertising or allow companies to pay us to appear on our App.

**Retail Investment Products **

If you purchase an Investment on the Multiply App then our charges (“Charges”) will be:

• a £1 upfront implementation fee, that covers opening the account and our initial advice.
• a £1 per month in arrears as an ongoing service charge. You can opt-out of paying this ongoing service charge, but if you do our advice service will be stopped. 
• 0.30% per annum of the value of your Multiply-branded Products outlined in “Schedule Overview – Our Products and Partners” as a platform charge. This charge will be calculated daily and collected monthly in arrears, or at the time you close and terminate your Multiply-branded Product. For the avoidance of doubt, for the purposes of calculating this charge the value of your Investment will include any cash amount in the Multiply-branded Product and any transactions awaiting settlement.

Our charges will be collected on the fifteenth day of each month if it is a Working Day, and if not then on the next Working Day thereafter.

Note: For any Investments in Funds you make, the Fund provider may also levy charges. Those charges are disclosed separately to you at the time you make your Investment, and they are also in the Key Investor Information Document which we will provide to you to read before deciding to buy any Funds. 

Please see Schedule 1 for further details on how our Charges are determined and collected for our Multiply branded products.

We won’t charge you any extra for:

• Making contributions to your Investment;
• Withdrawing money from your Investment;
• Rebalancing your Funds;
• Switching your investment between Funds;
• Changing or cancelling your contributions; or
• Transferring your Investment to another platform.

If you open or transfer in a Unity Mutual Lifetime ISA without taking our Advice then we will receive £50 from Unity Mutual.

In an instance where you open an Investment product through a non-advised journey, we will charge a £1 implementation fee and an ongoing £1 per month services fee. These fees will then be waived should you go through an advised journey, with our advisor charges then applying.

Non-Retail Investment Products 

If you purchase a non-retail investment product (e.g. current and savings accounts (including Cash ISAs and Cash Lifetime ISAs), insurance, wills, and mortgages) we recommend, and implement it through Multiply, we may receive a fee from the product provider depending on the product we connect you to. The details of these products and the fees that Multiply may receive from providers are listed below:

Savings

When you follow our recommendation regarding a savings product, we may make money if you click through an ​'affiliate link' and open a savings account we have recommended to you. These links look and work in the same way as normal links, but if you click through and open an account, the link is tracked and the provider may pay us a fixed fee of between £20 and £80 on average, depending on the product and the amount you save.

Mortgages

We have partnerships in place with mortgage brokers such as, but not limited to, Mojo. If you are referred to us by one of them and take out a mortgage with them, we might receive a fee

Wills

When you follow our recommendation regarding a Wills product, we may make money if you purchase a Will through an affiliate link. These links look and work in the same way as normal links, but if you click through and purchase, the link is tracked and the provider may pay us a fixed fee of between £41 and £59 on average, depending on the product you purchase.

Lasting Powers of Attorney

We don’t make any money from recommending Lasting Powers of Attorney.

Closing your account

If you choose to withdraw most of your money from your Retail Investor Products, you should assess whether keeping any remaining Investment is worthwhile taking into account our charges as we’ve explained above. 

Other Charges

In the unlikely event that Multiply was to cease trading, there may be additional charges to pay to our Partners in relation to the administration of your plan. These are to cover the fact that we will no longer be able to act as intermediary between you and our Partner. We don’t anticipate that these charges will need to be applied, but please note that our Partner reserves the right to set the level of those charges and to apply them.

4. Accessing our Service

Save as detailed in 3. above, the Service is made available free of charge. We do not guarantee that the Service, or any content within it, will always be available or be uninterrupted. Access to the Service is permitted on a temporary basis. We may suspend, withdraw, discontinue, or change all or any part of our Service without notice.

The Service is only for users over the age of 18 who are resident and domiciled in the United Kingdom (England, Wales, Scotland and Northern Ireland). We do not represent that content available on or through our Service is appropriate for use or available in other locations.

More simply put: [Save as detailed in 3. above,] We don’t charge you for using our service, and we can’t promise it will always be available. We provide our service to people who are over 18 and are based permanently in the UK.

5. Multiply user account

Creating your account

In order to access some features of the Service, you will need to create a Multiply user account. You may create a Multiply user account with your email address and a password of your choice.

Account security

You must keep your Multiply user account secure and confidential. Do not share your password or allow others to access your Multiply account. You agree that you will be solely responsible for all activity that occurs under your Multiply user account.

Suspending or Closing your account

We have the right to disable your user account at any time, if in our reasonable opinion you have failed to comply with any of the provisions of the Terms. If you know or suspect that anyone other than you knows your login information, or has accessed your user account, you must promptly notify us at support@multiply.ai.

You may close your Multiply user account, thereby terminating this Client Agreement through your account settings or by giving us written notice at support@multiply.ai.

Once your account is closed, you will not be able to access the Service.

6. Purchasing financial products recommended by Multiply

When you purchase financial products or related services recommended or referred to by Multiply as part of the Service, while we might make a recommendation, the contract relating to that sale is between you and the service provider or vendor of that product. You will not purchase products from Multiply and you will have no sale agreement with Multiply. If you have any queries with respect to the product(s) you have purchased, please contact the service provider or vendor directly.

In most cases, you will probably be able to exercise a right to cancel the contracts for financial contracts we have recommended by withdrawing from them within certain time periods. Whether you can do so, and how you can do so, will be set out in the terms and conditions provided to you by, or your agreement with, that service provider or vendor.

More simply put: When you buy a financial product, you will be buying it from a third party, not from us. You should ask them any questions you have about the product, including what cancellation rights are available to you.

7. No reliance on information

Although we make reasonable efforts to update the information within the Service, we make no representations, warranties, or guarantees, whether expressed or implied, that the content within our Service is accurate, complete, or up-to-date, or provides a full picture of all services, products, or offers that are available elsewhere.

More simply put: We’re not always able to keep all parts of our service up to date so please don’t rely on it.

8. Risk warnings

Please be aware that the value of financial investments, and the income from them, can fall as well as rise, and that you may not get back the full amount you invest into any Product. The price of investments we recommend may depend on fluctuations in the financial markets, or other economic factors, which are outside our control. Past performance is not necessarily a guide to future performance.

You should read the relevant Key Investor Information Documents for any fund before you decide to invest, as these will contain important information that could influence your decision.

Laws and tax rules may change in the future without notice.

Future returns aren’t guaranteed. What you receive when you sell your investments isn’t guaranteed. It depends on how your investments perform and the charges applied.

Investments may be negatively affected by changes in interest rates and expectations of inflation. They may be subject to credit, liquidity and duration risks. Adverse changes in the financial position of the investment issuer can affect an investment’s liquidity.

During periods of high volatility investment values can rise or fall sharply in a short space of time.

Funds may invest in:

• Foreign markets which have different risks from the UK market. This can include emerging markets or less developed countries which have less regulatory control and less supervision of their financial markets, and consequently less investor protection. Investments denominated in a currency other than sterling may be affected by movements in exchange rates. Consequently, the value of an investment may rise or fall in line with exchange rates.
• Derivatives, which are financial instruments that can be used to protect against currencies, credit and interest rate movements or for investment purposes. There is therefore a risk that losses could be made on derivative positions or that the counterparties to them could fail to complete on transactions.

Some risks can be specific to a fund or type or investment.

The risks discussed above aren’t exhaustive. You should read the relevant Key Features Document and Key Information Document of any Product or Fund or PRIIP that you wish to invest in, as these will contain important information that could influence your decision.

More simply put: Be aware that you can lose money from the investments you make.

9. IP rights

We are the owner or the licensee of all intellectual property rights in our Service and Products, and in the material and content published on it by us (“Content”). Copyright laws and treaties around the world protect those works. All such rights are reserved.

You may print off one copy, and may download extracts, of any page(s) from our Service for your personal use and you may draw the attention of others to Content posted within our Service. You must not modify the paper or make digital copies of any materials you have printed off or downloaded in any way, and you must not use any illustrations, photographs, video or audio sequences or any graphics separately from any accompanying text. You must not use any part of the Content from our Service for commercial purposes without obtaining a licence to do so from us or our licensors.

Multiply respects copyright and other intellectual property rights. Content which is determined to be infringing or violating such rights will be removed in accordance with applicable laws. Claims of alleged intellectual property infringement should be submitted by contacting support@multiply.ai.

More simply put: We own, or have a licence for, the Content we post to this Service. You can view, store, and share this Content for personal use only, but you can't modify it without permission. If you think any Content within this Service infringes your legal rights, contact us and we’ll review it.

10. Prohibited uses

You may use our Service only for lawful purposes. You may not use our Service in any way that breaches any applicable local, national, or international law or regulation.

You also agree not to reproduce, duplicate, copy, re-sell, disable, or otherwise harm or interfere with any part of the Service other than when we expressly permit you to do so in writing. In addition, you agree not to use the Service for commercial purposes.

More simply put: You cannot use our Service for illegal or commercial purposes, or try to damage our Service.

11. Links to and from the Service

You may link to the Service, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it. You must not establish a link in such a way as to suggest any form of association, approval, or endorsement on our part where none exists. The Service must not be framed on any other site. We reserve the right to withdraw linking permission without notice. If you wish to make use of any Content within the Service other than that set out above, please contact support@multiply.ai.

Where the Service contains links to other sites and resources provided by third parties, these links are provided for your information only. We have no control over the contents of those sites or resources.

More simply put: Linking to our service is permitted so long as you act fairly and don’t try to exploit our service or pass content off as your own. Also, we are not and cannot be responsible for the content of sites we link to.

12. Security

Multiply endeavours to operate a safe and secure platform, and implements appropriate security measures as much as possible. However, Multiply cannot guarantee that the security of the Service will not be compromised, for example by malicious third parties. In the event that user data or security is affected by a security breach, we will inform users and implement any additional safeguards we deem necessary.

You are responsible for ensuring that any devices (like your mobile phone or email) you use to access our Service and Products or to communicate with us are working correctly and kept secure.

Multiply cannot be held responsible for any malicious activity caused to your account or device as a result of you accessing third party links via the Service.

If you have any security suspicions or concerns about content within the Service or your Products, you should contact us immediately.

We recommend that you use anti-virus software on any electronic device that you use to access our Service or Products.

Communications between us by email isn’t guaranteed to be secure or reliable. For that reason, we advise that you don’t include your Product numbers in any email communication with us.

More simply put: We work hard to protect our users, but sometimes bad things happen that are out of our control. If you’re concerned about anything, let us know right away.

13. Liability

We may rely on any instructions that we receive whilst any Products you may have are activated using your Security Details. We will act on any instructions given in accordance with our stated procedures that appear, in our reasonable opinion, to be valid, and we have no duty to make any further enquiries in relation to such instructions. The only exception is if we acted on the relevant instruction after you told us, or we otherwise had actual notice, that your Security Details were in jeopardy.

We or our Partners will only be liable to you for any loss you may suffer as a direct result of our fraud, gross negligence, material breach of the Terms, or wilful default. By way of example only, this means we will not be liable for any losses, damages, liabilities or claims incurred as a result of events such as:

• any falls in investment values;
• any unforeseen events resulting in loss of profit, or other indirect or consequential loss, which are outside our control, including those caused by third parties. This will include where:
  • there are delays in executing your Orders, changes in market conditions (including price fluctuations) before your order is executed and any change in law;
  • we are unable to execute any instruction because of a breakdown in communication between us and an Execution Venue;
  • it arises from circumstances that we could not have reasonably anticipated when you gave us your instructions;
  • delays occur while we verify your identity;
  • we have, in good faith, acted on instructions that appear to be valid and given in accordance with our stated procedures;
  • you are unable to communicate with us partially or at all, using our App;
  • of any machine or software malfunction;
  • there is a loss of any business, contracts profits, anticipated profits or anticipated savings however caused;
  • there is any error in data transmission; or
  • we cannot perform our obligations by reason of any circumstances beyond our reasonable control and we take such steps as are reasonable and practicable in the circumstances with a view to minimising the effect of the vent on our clients.
• any losses attributable to your own actions, or which occurred due to your failure or omission to disclose complete or accurate information, either to us or to a recommended advisor; or
• any Service-related issues, such as it being unavailable or interrupted.

The only losses you suffer in relation to the Service that we provide that we’ll accept responsibility for are if:

• we are negligent or fraudulent;
• we knowingly or recklessly fail to comply with the Regulatory Requirements or the Terms or otherwise materially breach the FCA Rules or the Terms;
• we have failed to transmit your instructions through our Service so that any of your Assets held by our Partner’s aren’t adequately protected;
• we have failed to exercise due skill, care and diligence in selecting a Partner, selecting or retaining a bank, settlement agent or custodian; or
• it would be unlawful for us to do so, and as such do not exclude or limit our liability for death or personal injury caused by our negligence, or that of our employees, agents or subcontractors or for fraud or misrepresentation.

Any dispute with our Partners should be handled in accordance with their terms. Our Partners’ terms set out their liability to you, and Multiply will have no liability in the event of any claim for which our Partner has responsibility.

We aren’t responsible for the default, insolvency or other failure by a third party bank or settlement agent, clearing agent, depository, clearing or settlement system or any participant in any one of them, or any Fund Provider or Fund Provider’s agent with whom any order that you give us is placed; but where we have acted in good faith but have not correctly executed any instructions that you have given us in accordance with the Terms, we will restore you Product to the condition it would have been in had the incorrect transaction not take place. Once we have done so, we will have no further liability to you.

We will only be liable to you, the Product holder and not to any third party you may have authorised.

You will be liable:

• for any Charges reasonably and properly incurred under, or as a result of a breach of, this Client Agreement;
• for the result of any error on your part or on the part of any other person even though we may, in our discretion, try to remedy the error; and
• for the results of any instruction being unclear or ambiguous.

You do not have any liability to us for claims, demands, liabilities, losses, expenses or costs (including costs of any third party) that we bear as a result of a breach of our obligations to you (including breach of FCA Rules) or of our negligence, wilful default or fraud.

In any case, our total liability will be limited to the higher of:

• the level of fees we receive from third parties in connection with the products recommended to you (for further details on how this works, see the Service and Costs Disclosure); and
• the remaining amount of any professional indemnity insurance available to us.

More simply put: We put a limit on what we’re liable for, except where we’re not allowed to by law.

14. Duty to disclose

Any financial advice we provide will be based on your personal financial circumstances and objectives. You must give us accurate and complete information and a true reflection of your current circumstances. Any wrong or incomplete information that you provide to us may lead to wrong advice or the terms of your plan being invalidated. We strongly recommend that you check the information you provide before you submit it and that you keep it regularly updated thereafter. This includes how you feel about taking investment risk, and if that changes it’s important that you let us know by updating your Risk Profile in the App.

More simply put: We provide advice and recommendations based on the information you give us, so please make sure it’s correct and kept up to date.

15. Client money

Multiply does not, and is not permitted to, handle client money, and we cannot accept a cheque made out to us. We do not handle cash.

16. Anti-Money Laundering

Where we are required to verify your identity in accordance with the applicable anti-money laundering requirements (i.e. those relating to the provision of financial services), parts of the Service will be withheld from you until such verification has been obtained, and none will be provided if the required verification is not forthcoming within a reasonable period. We may use and search the records of credit reference or fraud prevention agencies to check your identity. Such searches may leave a ‘soft footprint’ on your credit file, but this won’t be visible to lenders and won’t affect your credit rating.

By agreeing to the Terms you are consenting to Multiply AI validating your personal identification and address via these means.

More simply put: Because we’re providing financial services, we may be required to verify your identity to help prevent financial crime. Where we have to do such checks, you won’t be able to use parts of the Multiply service until we’ve been able to verify your identity. The checks we run may be visible to you on your credit report, but won’t be visible to lenders and won't affect your credit rating.

17. Conflict of interest

We will endeavour always to act in the best interests of our clients; however, circumstances can arise where we or one of our other customers may have some form of interest in business being transacted for you. To ensure we can properly identify these situations and manage them appropriately, we maintain a Conflict of Interest policy that is available to you upon request.

18. Record-keeping

We will keep records related to your use of the Service in accordance with our legal and regulatory obligations, which can mean that we keep them for a period of years. Further details on our record retention policy is available upon request. You can inspect the records at any time. We treat all our clients’ records as confidential.

19. Communication

We may communicate with you by phone (e.g. through our App or by text message) or email, and all our communications will be made in English. We prefer instructions to be given in writing, by email.

You must tell us without delay if your contact details change.

You agree that we may record and/or monitor email or other communications between us to comply with applicable Regulatory Requirements, to record instructions that you have given us and for training or research purposes. These records form part of the information that we hold about you and will be handled in accordance with Regulatory Requirements and related Policies.

We will make reasonable efforts to contact you using the contact details that you give us, but if our emails bounce or our correspondence is returned marked, “gone away” or your phone number (if provided) is no longer active we will not make any further attempts to communicate by those means. We'll take reasonable steps to try to contact you to get your new details, but we do not have to send further communications until you provide us with correct details. The Terms provide further information on the action we may take if your Products contain unclaimed Investments.

20. Governing Law

The Terms, which incorporate the Terms of Use, the Privacy Statement, the Cookie Policy, and the Service and Costs Disclosure (as updated from time to time), together form the entire agreement between you and us.

This Client Agreement and any dispute or claim (whether contractual or non-contractual) arising out of or in connection with it, its subject matter or formation shall be governed by, and construed in accordance with, the law of England and Wales. Any proceedings arising out of or in connection with this Client Agreement shall be brought only in the courts of England, and each party agrees that any such proceedings shall be conclusive and binding upon it and may be enforced in any jurisdiction.

Neither party intends that the Terms should be enforceable, by virtue of the Contracts (Rights of Third Parties) Act 1999, by any person who is not a party to the Terms.

Each of the paragraphs in the Terms operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining paragraphs will remain in full force and effect.

Even if we delay in enforcing the Terms, we can still do so later. If we don’t insist immediately that you do anything you’re required to under the Terms, or if we delay in taking steps against you in respect of your breaking the Terms, that doesn’t mean you won’t have to do those things and we’ll be prevented from taking steps against you at a later date.

More simply put: The law that governs your agreement with us is the law of England and Wales. Any legal proceedings relating to this Client Agreement will be brought in the courts of England. Only you or Multiply can enforce anything in this agreement. Any delay by us in enforcing the Terms is not a waiver of our ability to enforce our rights against you at a later time.

21. Your rights

Client categorisation

The FCA has three levels of client categories, and different levels of protection apply to each category. Unless we advise you otherwise, we will classify you as a “retail client” for regulatory purposes, which gives you the highest level of protection.

Complaints

We will always try to provide you with the best possible service, but we recognise that there may be occasions where we fail to meet your expectations.

If you need help with any aspect of our service, then please contact our customer support team straight away by emailing support@multiply.ai. If you are not happy with our response and would like to make a complaint, you should email your complaint to complaints@multiply.ai.

If we receive a complaint from you, we will carry out an investigation and provide you with an initial response within three business days.

We will endeavour to address all aspects of your complaint within eight weeks, and we will update you when we believe the issue is resolved. If we are unable to resolve your complaint within eight weeks we will explain to you why this has happened and will keep you updated about all measures being taken to resolve your complaint thereafter.

Where your complaint relates to one of our Partners we may pass your complaint on to them to deal with.

If you cannot settle your complaint with us or our Partners, you may be entitled to refer it to the Financial Ombudsman Service (“FOS”). Their contact details are below:

Phone number: 0800 023 4 567 (Monday to Friday – 8am to 8pm, Saturday – 9am to 1pm)

Postal address: Exchange Tower, Harbour Exchange, London, E14 9SR

Telephone: 0800 0234 567

Further information is available at www.financial-ombudsman.org.uk

If there is any change to these contact details, you will be able to find those from the FOS.

22. Financial Services Compensation Scheme (FSCS)

FSCS protects customers when authorised financial services firms fail. You may be entitled to compensation if we cannot meet our obligations to you. In addition, the investments you make on the basis of the recommendations we provide to you may be covered by the FSCS and you may be able to claim compensation from the FSCS if the provider of any such product is unable to meet its obligations to you (e.g. if it can’t repay the amount you have provided to it to invest). Please note that the FSCS does not protect against market volatility.

Different types of claims may bring different levels of compensation. These limits may vary from time to time.

• Investments: most types of investment business are covered up to a limit of £85,000;
• Deposits: Cash deposits are covered for up to the limit of £85,000;
• Structured Deposits: these are covered for up to the limit of £85,000;
• General Insurance: you can get up to 90% of the claim with no upper limit.
• Compulsory Insurance is covered without any upper limit.

Note: Limits are per claimant and apply to your total holdings with an organisation in relation to each category of claim. Therefore, each limit includes all the investments or all the cash you hold across your accounts with one organisation. Depending on your claim, limits may apply to each of our Partners separately.

Further information about the compensation schemes available from the FSCS in respect of different types of financial products please visit the FSCS’s website at www.fscs.org.uk.

23. Contact

To contact us, please email support@multiply.ai

The Multiply App and Websites are operated by Multiply AI, trading as Multiply. We are based in the United Kingdom and we have our office at 41 Luke Street, London EC2A 4DP.

Privacy Statement

This privacy statement and Cookie Policy (also known as the “Privacy Statement”) relates to the data processed by Multiply including but not limited to data collected through the Service.

This Privacy Statement (together with our Terms of Use and Client Agreement) sets out the basis on which any personal data we collect from you, or that you provide to us, will be processed by us. Please read the following carefully.

More simply put: This is our Privacy Statement, which details how we use your data.

1. How do we collect information from you?

We collect the below information through your web browser and/or mobile device when you use our App, visit our Websites, or through email or social media when you correspond with us via these means.

2. What information do we collect?

We fully respect your right to privacy in relation to your interactions with the Service and we will always be transparent in our dealings with you as to what information we will collect and how we will use your information.

We may collect and process the following data about you:

a. Information you give us.

You may give us information about you by filling in forms and/or creating an account on our App or Websites, or by corresponding with us by email or otherwise. This includes information you provide when you use our App or Websites, subscribe to our email newsletter, submit contact forms via our App or Websites, or participate in surveys, discussions, or other interactive functions within our Service or on our social media pages. The information you give us may include your name, address, email address, phone number, financial information, family and social circumstances (for example, the name and date of birth of your child), and other personal descriptors.

b. Information we collect about you

With regard to each of your visits to our Websites or App, we may automatically collect the following information: - Technical information, including the Internet protocol (IP) address used to connect your computer or device to the Internet, your login information, browser type and version, time zone setting, browser plug-in types and versions, operating system and platform. We collect this information from visitors to our App and Websites for various technical and statistical purposes such as to block disruptive use and to establish the number of visits from different locations. We may analyse this data to understand our users and how they use the Service, such as which parts of the Service users are visiting and how long they spend there, in order to make our Service better. - Information about your visit, including the full Uniform Resource Locators (URL) clickstream to, through, and from our site (including date and time); content you viewed or searched for; page response times, download errors, length of visits to certain pages, page interaction information (such as scrolling, clicks, and mouse-overs), and methods used to browse away from the page – all of this information is stored only in aggregate form and you are not identifiable from the information retained.

c. Information we receive from other sources

We are also working closely with third parties (including, for example, business partners, hosting providers, analytics providers, communication service providers) and may receive information about you from them. We collate information on all our App and Websites traffic that is represented in aggregate, anonymised format through cookies, and through third parties such as, but not limited to, Google Analytics. This helps us to improve our Service and to deliver many of the features that make your experience on Multiply more user-friendly.

d. Cookies

Our websites use cookies to distinguish you from other users of our Websites and to enhance the functionality of our Websites. This helps us to provide you with a good experience when you use our Websites and also allows us to improve our Websites. Please see our Cookies Policy below for more information.

More simply put: We need to collect some technical information about your computer or mobile device so that you can use the Multiply Service, and to help us improve it. The information we collect is the same kind that most websites and online services collect.

3. How do we use the information you give to us and that we collect about you?

We use your personal data in the ways detailed in the table below:

We may also use information about your browsing preferences on an aggregated basis (where you are not personally identifiable) in order to:

• develop and improve our products;
• help with our business development and research; and
• improve our marketing of the Multiply Service.

Other than as outlined below, we do not make personal data available to any third party and we do not sell any personal data to third parties.

We will not disclose any user’s personal data to any third party other than to our contracted service providers and business partners that help us deliver the Service. Our internal use of your personal data is limited to providing the Service to you with appropriate data protection and security measures in place.

Where you provide information about other people during the course of your use of the Multiply platform, please ensure that you let them know and direct them to this Privacy Statement.

More simply put: We only use this information to deliver to you the Service and to help us make it better.

4. Disclosure of your information

We may share your personal data with selected third parties including:

• Business partners, suppliers and sub-contractors for the performance of any contract we enter into with them or you.
• Our hosting provider Google Cloud Datastore who may only use the information to administer our Service. The hosting provider is contractually required to keep all information private and secure.
• Facebook and Google where you sign up to, or otherwise interact with, our Service via their services. In addition, we use a type of cookie called a ‘Pixel’ which allows us to target our advertisements on Facebook and Google to those people we think will be most interested in them, and monitor the effectiveness of our advertisements to inform our marketing strategy. For more information on how we use cookies, please see our Cookie Policy.
• A mailing list provider, who may only use the information to deliver email newsletters and other email content we wish to send to our users and subscribers. Our mailing list provider, Blueshift, Inc., is required to keep all information private and secure. If you would like information about the third-party services we use, please contact us at support@multiply.ai.
• Identity verification services for the purposes of performing Know Your Customer and Anti-Money Laundering checks, which as a regulated company we are required to do by law.
• In the event that we sell or buy any business or assets, the prospective seller or buyer of such business or assets.
• If Multiply or substantially all of its assets are acquired by a third party, in which case personal data held by it about its customers will be one of the transferred assets.
• If we are under a duty to disclose or share your personal data in order to comply with any legal or regulatory obligation, or in order to enforce or apply our Terms of Use and other agreements; or to protect the rights, property, or safety of Multiply, our users, customers, or others.

We may share aggregate data with analytics and search engine providers that assist us in the improvement and optimisation of our Service, however no individual is identifiable from this data.

More simply put: We may disclose your information to our business partners and in circumstances where our company or business is sold or where there is a legal obligation to do so.

5. Where we store your personal data / Where we transfer your personal data to countries outside the EEA**

We may store your personal data in a destination outside the European Economic Area ("EEA"). Sometimes when we share your personal information with the third parties described above, it may be transferred to countries within the EEA or to countries outside of the EEA. If we transfer your information outside the EEA, we will take appropriate steps to protect that information, which include: - entering into standard contractual clauses with the recipient of your personal data based outside of the EEA. A copy of the standard model clauses is available at the following link: https://ec.europa.eu/info/law/law-topic/data-protection/international-dimension-data-protection/standard-contractual-clauses-scc_en; or - transferring to recipients in jurisdictions that the European Commission has determined to offer adequate protection for your personal data; or - transferring to recipients that have agreed to comply with schemes approved by the European Commission to protect your personal data.

For more information about the safeguards we use when transferring personal data outside of the EEA, please contact us by emailing support@multiply.ai.

More simply put: Information that we collect from you may be transferred outside the European Economic Area.

6. How we keep your information safe

We will take all steps reasonably necessary to ensure that your data is treated securely and in accordance with this Privacy Statement. All information you provide to us is stored on secure servers. Unfortunately, the transmission of information via the Internet is not completely secure.

Although we will do our best to protect your personal data, we cannot guarantee the security of your data transmitted to our site; any transmission is at your own risk. Once we have received your information, we will use strict procedures and security features to try to prevent unauthorised access.

More simply put: We have security measures in place to protect your data. We cannot guarantee that your information will be secure due to the risks involved in transmitting information over the internet.

7. How long we store your information for

We will keep records of your personal data and transactions on the Multiply platform for as long as you have an account with us. If you opt to delete your Multiply account, we will retain your personal data for a period based on the following criteria before deleting it:

• If we have provided you with financial advice while you had an account with us, we will be required by the Financial Conduct Authority to retain your personal data for a certain period of time. For advice in connection with life policies and pensions, we have to keep your personal data for a minimum of 5 years. For advice in connection with any other financial product, we have to keep your personal data for a minimum of 3 years.

Beyond this, we will only retain anonymised data which cannot identify you and is used on an aggregated basis.

• Additionally we retain backups of your information for 45 days in line with our retention policy.

8. Opt-Out and Unsubscribe Information

If you have subscribed to our email newsletter, we may contact you from time to time via email with news about Multiply, such as new services or upcoming events, or other information relevant to your use of our Service. If you wish to unsubscribe from these emails, you may do so by clicking the ‘unsubscribe’ link at the bottom of the email. If you unsubscribe from these emails, you may still receive essential emails from us, such as notifications relating to your account or important updates about the Service.

More simply put: You can opt out of any non-essential communications from us, like newsletters, at any time.

9. Third-Party Websites

Our Service may, from time to time, contain links to and from the websites of our partner networks and affiliates. If you follow a link to any of these websites, please note that these websites have their own privacy policies and that we do not accept any responsibility or liability for these policies. Please check these policies before you submit any personal data to these websites.

10. Your rights as an individual

Subject to certain exceptions, you have certain rights under current EU data protection law relating to your personal data. These include (among others):

• Right of access: You can ask us for a copy of the information we hold about you. We will not charge you if we provide you with a copy, but we may charge a reasonable administrative fee if you request further copies.

• Right to correct: You have the right to ask us to correct any inaccurate or incomplete information we hold about you.

• Right to object: You can object to us using your information, if we are using it on the basis of our legitimate interests.

• Right to withdraw consent: Where we have asked your permission to use your personal data, you can withdraw your permission at any time by contacting us.

• Right to erasure: You can ask us to erase or remove your personal information if there is no need for us to keep it, subject to our legal and regulatory obligations.

• Right to restrict use: You can ask us to restrict or suspend our use of your personal information in certain circumstances. For example, in the period where we are in the process of responding to your request to correct the information we hold about you.

• Right to move: You can ask us to transfer certain personal data to another third-party service provider.

• Right to complain: You have the right to submit a complaint to the ICO if you think we have breached our obligations under this Privacy Statement or if you think we haven’t processed your personal data in accordance with data protection law. For more details, please see the ICO website at the following link: https://ico.org.uk/make-a-complaint.

For more information, please contact us by emailing support@multiply.ai.

11. Automated decision-making

Some of our processes and systems use automated decisions based on personal information we have about you. This helps us to make sure we can make decisions quickly and fairly and run our platform efficiently.

• Financial plan generation. We use a rules-based algorithm to assess your personal and financial circumstances and to provide you with recommendations in line with industry standards for providing regulated financial advice.
• Identity verification. We use an automated decision-making system to verify the details you provide against those held by third-party providers.

You have the right not to be subject to certain types of decision making based solely on automated processing, including profiling, which produce legal effects for you or similarly significantly affects you. For more information, please contact us by emailing support@multiply.ai.

12. Changes to our Privacy Statement

Any changes we may make to our Privacy Statement in the future will be posted on this page, but we will contact you in the event that we make any material changes. Please check back frequently to see any updates or changes to our Privacy Statement.

13. Contact

Questions, comments, and requests regarding this Privacy Statement are welcomed and should be addressed to support@multiply.ai.

Cookie Policy

Our websites located at www.multiply.ai and b2b.multiply.ai use cookies and local device storage to distinguish you from other users of our Website. This helps us to provide you with a good experience when you browse our websites and also allows us to improve our site.

A cookie/local storage is a small file of letters and numbers that we store on your browser or the hard drive of your computer if you agree. Cookies/local storage files contain information that is transferred to your computer’s hard drive.

We collate information on all our Websites traffic that is represented in aggregate, anonymised format through cookies, and through third parties such as Google Analytics. This helps us to improve our Websites and to deliver many of the functions that make your experience on our Websites more user-friendly.

Please note that third parties (including, for example, advertising networks and providers of external services like web traffic analysis services) may also use cookies, over which we have no control. These cookies are likely to be analytical/performance cookies or targeting cookies. You can block cookies or local storage by activating the setting on your browser that allows you to refuse the setting of all or some cookies or local storage. However, if you use your browser settings to block all cookies or local storage (including essential cookies) you may find that all or parts of our site do not function properly.

If you have any questions about our use of cookies, please contact us by emailing support@multiply.ai.

Schedule Overview – Our Products and Partners

References to terms and the agreement within Schedules 2, 3, 4 and 5 are specific to those schedules and comprise your agreement with our partners SCL, Modulr and Unity Mutual respectively.

Within the Service links are provided to terms and conditions of these additional Partners:

• TrueLayer who is providing the regulated Account Information Service and who is authorised by the FCA as an Authorised Payment institution (Financial Register Number 793171).
• GoCardless Ltd who is providing the regulated direct debit service and who is authorised by the FCA as to provide payment services (Financial Register Number 597190).

Schedule 1 – Multiply Product and Service Terms

This schedule applies to Multiply branded Products including S&S ISAs, GIAs and Multiply Account and also services like direct debits and AIS.

1. IMPORTANT INFORMATION

   1. You have a choice as to whether you buy our Products, and you must make your own decision about whether to do so. We may give you Advice to help make your decision. If choose not to follow our Advice, or only partially follow our Advice, then you accept any consequences that may arise from that.
   2. Multiply doesn’t hold any of your assets or money. That’s done by our Partners who are regulated by the FCA to provide that service.
   3. Paying our charges. If you don’t have enough Cash in your Product to pay the Charges that you incur we have the right to sell your Investments without giving you prior notice.
   4. It’s your responsibility to comply with all applicable laws and regulations relating to your Products. That includes the requirement from HRMC to account for and pay any relevant taxes related to your Products. If you need help understanding your obligations as far as any tax is concerned, please contact HMRC.

2. PRODUCT SERVICES

   5. If you have a Multiply Product you can use the Service to see certain information. That includes:

      • For investments

        • the different ways in which you’ve invested
        • value of your investment
        • change in value of your investments over time
        • your contribution history
        • details of any payment plan you’ve chosen, including how much you’ve chosen to contribute
        • projections of the future value of your investments

      • For the Multiply Account and direct debits

        • value of your wallet
        • transaction history
        • details of any payment plan you’ve chosen, including how much you’ve chosen to contribute
        • your linked account from which your money is taken from and returned to

3. OPENING A PRODUCT

   • We will arrange to open a Product for you if you make an Application and qualify, subject to the Terms.

   • General Requirements

     6. You may not open a S&S ISA jointly with anyone else.
     7. If you’re a parent or guardian, you can’t open a Product on behalf of your child unless there’s an application process in our App that explicitly allows you to do that.
     8. Each individual customer must meet all the requirement for the Terms applicable to them.
     9. You must be 18 years old or over to open a Product.
     10. You must complete the Application. If you don’t give truthful information for any Product you’re completing an Application for, we may close your Product.
     11. You may only apply for a Product if at the time of your application you:
         • Are resident for tax purposes solely in the UK
         • Have a permanent address in the UK
         • Are not a US person or opening a Product on behalf of a US person.

4. YOUR CONTRIBUTIONS AND TRANSFERS INTO YOUR PRODUCT

   12. You can make contributions by Cash only to your Products, but you must observe the rules applicable to the Product, including those set by HMRC and our Partners. For example, HMRC limits how much can be contributed into ISAs each year. The current Key Features Document sets out the current provisions for how you can make contributions and transfer payments into your Product.
   13. If you contribute a different amount to what we recommend, then you must accept the risk that we can’t confirm if the new amount will meet any stated goals you might have, or that it will be affordable for you over the long term.
   14. When you make a contribution or arrange a transfer into your Product it will constitute an Order to purchase a number of Units of the Fund (less any applicable fees or levies) you have chosen to be in your Product at the next available dealing date after the Contribution has been applied to your Product, provided you’ve set up the contribution or transfer correctly through our App.
   15. If an unexpected contribution or transfer is received, we will notify you of this as soon as is practical. No Order will be placed until we receive confirmation from you of your intentions. If we don’t receive any confirmation from you within three 3 Working Days our independent custodian may be required to return the cash to you without placing an Order. A working day (Working Day) is a good business day in the UK, and it excludes weekends and bank holidays.
   16. When you ask us to move your investments between your Products or the Funds within a Product that’s known as a “Switch”. A Switch will involve the sale of existing Units in one Product and the purchase of Units in a different Product, or the sale of Units in one Fund and purchase of Units in a different fund in the same Product. The sale will normally be placed by the end of the Working Day following receipt of your instructions and the purchase will normally be placed by the end of the Working Day following receipt of the sale proceeds. During the process of switching, your money may not be invested in either Product.
   17. You can choose to pay into your plan by regular direct debits or one-off transfers.
   18. You can’t transfer existing fund holdings into your Product unless they are one of our Permitted Investments.
   19. The only type of investment you can hold in your Retail Investment Product are our Permitted Investments.
   20. Any contribution or transfer into your Product will be credited to your respective account within the time periods required by the Regulatory Requirements.
   21. We may, without your authority, refund a contribution or transfer (in whole or in part) made in error to your Product, subject to restrictions imposed by Regulatory Requirements.

5. FEES AND CHARGES

   22. You should ensure that you’re aware of the fees and charges which apply to your Product before making a decision about whether to buy or sell a Retail Investment Product. See Section 3. Services and Costs Disclosure in the Terms for further information.
   23. Our Charges will be collected on the fifteenth day of each month if it is a Working Day, and if not then on the next Working Day thereafter.
   24. If there isn’t enough cash in your Product we will sell a portion of your Fund with the highest value to pay our Charges. The amount sold will be the amount of our Charges plus 10% to allow for the uncertainty in what the closing value of the Fund will be.
   25. A cooling-off period of fourteen days applies from the date you first contribute cash or transfer an Investment into your Product. You may cancel your product within those fourteen days and if you do so we won’t apply any Charges. However, any changes in the market value of your Investment will still be for your own account. That means you might lose money if the value of any Funds you have bought has fallen between the date you purchased the Funds and when you choose to close your account. The standard settlement times for doing that are detailed in Section 9. Order Execution below.

6. PERMITTED INVESTMENTS

   26. We only offer a limited number of Funds for investment in our Retail Investment Products. We call these our Permitted Investments.
   27. We may alter the range of our Permitted Investments available through your Products at any time and may require the sale (or if permitted by application of Regulatory Requirements, the transfer or withdrawal) of any Investments which have been removed from the Range of Permitted Investments. When we do so, we will, where practical, give you advance notice. There may be occasions where we aren’t able to give you advance notice, for example when the change is:
       • Required immediately to comply with Regulatory Requirements;
       • As a consequence of circumstances outside our control; or
       • Required immediately in order to protect your interests.
   28. If any such change affects your Product, we will notify you by email and in our App of the change and the options available to you.
   29. In order to be able to place an Order on your Product, which includes but isn’t limited to, regular trading, you must provide us with your:
       • Forename;
       • Surname;
       • Date of Birth;
       • Nationality; and
       • National Insurance Number (this is the MiFID II Natural Person Identifier for the UK).

   We’re required to hold this information in order to meet our Regulatory Requirements.

   30. You may not use the Investments held in your Products as security for a loan.

7. CUSTODY

   31. Assets are held as prescribed by Regulatory Requirements. We arrange the safeguarding and administration of these Assets for your interests. The Partner’s terms set out the arrangement made for custody of the Investments in your Products. See Schedule 2 – Custody Terms.
   32. We may use an independent Custodian to deal and hold the Assets in your Products, provide cash payment services, asset price and information data and perform client money and asset reconciliation in accordance with Regulatory requirements.
   33. Ownership of the Investments in your Product is in the name of the Custodian or their nominee.
   34. Cash received from or in respect of you, by way of Contribution or transfer in of Units in Funds will be held through your Product in accordance with the Regulatory Requirements.
   35. No interest is paid on Cash held on your behalf through your Product.

8. DEALING IN INVESTMENTS & POLICIES FOR YOUR PRODUCT

   36. All dealings in Investments will be subject to the Terms and the rules, regulations, customs and market practice of the Execution Venue in which the transaction takes place. If there’s a conflict between the rules and regulations of the Execution Venue and the Terms, the rules and regulations of the Execution Venue will take precedence and will apply.
   37. Because of the complex nature of our business, circumstances may exist which give rise to a conflict between our, or our Partners, respective interests or between you and another customer. To make sure that we take those into account when we execute your Order, we have implemented a Conflicts of Interest Policy. This explains how conflicts of interest can arise and the arrangements we have for managing them, and it is available for review on request via support@multiply.ai.
   38. Our Order Execution Policy is available on the following link: https://seccl.tech/orderexecution/.
   39. The Service we provide under our Agreement will be provided in accordance with the above policies which may be amended from time to time.

9. ORDER EXECUTION

   40. Orders to deal in Funds are normally routed to the appropriate fund manager for execution at the next available dealing date for that Fund. Orders may be aggregated with other customer orders and bulked prior to executing with the fund manager.
   41. The purchase price of any Order is determined at the next valuation point for the relevant Fund (this is usually calculated by reference to a specific time on the next Working Day). This means if you request a withdrawal for a specific amount, how much you receive may be more or less depending on whether the next valuation points are greater or less than the previous valuation points for your Funds. There may be a delay for your Account to be updated.
   42. You agree that if at any stage it is determined that your Product has been allocated Units in error, you will notify us as soon as you become aware of this fact and otherwise upon you notifying us or our notifying you, you shall take all reasonable steps as requested by us to assist us with remedying the error.
   43. Your Orders may be executed by an independent stockbroker. We may delay, or refuse to arrange to execute your order if:
       1. We or our Partners have reasonable cause to believe that the proposed transaction may constitute market abuse or market timing, or we otherwise have reasonable cause to be concerned that the placing of the Order may breach Regulatory Requirements.
       2. We or our Partners have reasonable cause to suspect that the Order was not placed by you/that the order was placed fraudulently.
       3. We or our Partners believe that you do not have a legal right or authority to deal in the investments;
       4. Your Order does not meet the minimum investment criteria for the Units that you want to buy;
       5. The current criteria set by us to process an Order in our App hasn’t been met; or
       6. Extreme market conditions exist, and we or our Partners or the independent stockbrokers have stopped taking trades in either one Investment or Investments in general.
   44. When we accept your Orders, we will use reasonable endeavors to carry them out and have them executed. However, we cannot guarantee that we can give effect to them or that they will be carried out immediately, as this will depend on market conditions which are subject to sudden and unpredictable changes.
   45. We will tell you if we have had to delay or are unable to execute your Order (unless we are prevented from doing so because of Regulatory Requirements).
   46. We will tell you if we are unable to process your Order through our App.
   47. If we have to execute an Order relating to a Corporate Action or receive a Corporate Action payment in a currency other than pounds Sterling, we will carry out a foreign exchange transaction to convert the payment or dividends to pounds Sterling which could take a number of days to settle. Any foreign exchange risk is for your account.
   48. Our record of the time of receipt and execution of an Order will be conclusive unless it is obvious that it is wrong.
   49. Order confirmation
       1. Contract notes will be issued no later than the first Business Day after the transaction, or if applicable, after we receive price confirmation from the Fund Provider and our system being updated.
       2. Contract notes will be available to view through our App.
       3. The contract note will detail the amount debited or credited to your Product. You must check that the information on the contract note is correct and tell us as soon as possible if it isn’t.
   50. Settlement of Orders
       1. If there are delays beyond our control in the settlement of a transaction, we can delay settlement of any subsequent sale or purchase until the first transaction has settled and been delivered.
       2. Your contract note will confirm the relevant settlement date for the transaction.
       3. Your Product will be debited immediately on the trade date for purchases and so you must have cleared Cash available in your Product at the time you instruct us to deal. In all other cases you must ensure that cleared Cash is available in your Product on or before settlement date of a purchase order unless agreed otherwise with you, if not no purchase will be made.
   51. Cancelling your Orders
       1. Once we have received an Order from you and acted on it, you will not be able to change that instruction.
       2. If you tell us that you wish to cancel an Order, we will use reasonable efforts to halt the execution of the transaction. However, we will not be liable for the financial consequences to you if we are unable to stop the execution of the Order (for example if your order has already been transmitted to a third party for execution, or if we are unable to process an email request from you in time).
       3. We may cancel any duplicate or repeated instruction you give to us where the circumstances indicate that your intended transaction has been split into smaller orders to take advantage of any market limitations or restrictions.
   52. Fractional Entitlements
       1. The Units received by the Nominee will be allocated to us as follows: where the Units can only be transferred in a whole number of Units, then we’ll allocate to your Product such number of units rounded down to the nearest whole number that we calculate are due to you, using the relevant company’s basis of allocation.
       2. Any Units remaining after we have made these allocations will be aggregated and sold. The resulting sale proceeds, together with the cash payment (if any) will be distributed in proportion to the holdings amongst the relevant clients using the relevant company’s basis of allocation.
   53. When Product Assets will be valued
       1. We will arrange to value your Product Assets:
          1. For regular reporting purposes;
          2. When we are told about your death with effect from your date of death; or
          3. To facilitate the closure of your Product.
       2. The value will be set by the latest price published by the relevant Fund Provider. The value that you see online is illustrative only and does not reflect what you may get if you decide to sell all of your Investments.
       3. The value of the Investments that you hold in your Product and which you can see in our App will be the price at close of business on the previous Business Day.

10. PAYMENTS

    54. Payments will only be made to you in an account in your name held with a bank or building society operating in the United Kingdom.
    55. You will be notified in written or electrical form of mandate setups and schedule of direct debit collections.
    56. If your first payment is made within one month of sign-up, we may issue the confirmation and advance notice together.
    57. Our advance notice is 5 days, so the earliest any payment can be requested is 5 days from the mandate setup. Thereafter, payments normally take three (3) Working Days to reach your account with us from when they’re collected from your bank account.
    58. You can pick which day of the month you’d like your direct debit to be collected, with the options being one to twenty-eight only.
    59. If the day of your direct debit is a weekend or bank holiday, the funds may only be collected on the next following Working Day.
    60. You are responsible for ensuring there is enough money in your account for your direct debit. If there isn’t, and you incur any costs from your bank, they will be for your account. This applies even if you’ve connected your account to our App using AIS.
    61. We need what we expect you to send to match what we receive exactly. If it doesn’t, we’ll try and contact you to confirm if we should change the expected amount. If we don’t hear from you or are unable to get your confirmation within a specified time, we will return your money to you. If that happens, we won’t have any liability to you relating to this.
    62. If you cancel your direct debit you must also instruct your bank to cancel it too. If you don’t your bank will still run the direct debit and send the money to us.
    63. If you make one-off payments into your Product you must include the reference number we provide so that we can ensure we allocate the payment correctly. If you don’t, your payment may be returned. If that happens, we won’t have any liability to you relating to this.
    64. Once you have instructed a withdrawal from your Investment you won’t be able to cancel it, so you should be sure you want to go ahead before confirming the withdrawal.

11. FUND REBALANCING

    65. Your Investment will be in at least three Funds. If you’re paying our Ongoing Services Charge, you agree that we will automatically rebalance your Products which contain your Funds if those Funds’ values diverge by more than ten percent (10%). Rebalancing means we’ll realign the Fund holdings to equal weightings in each of the Funds. That means we’ll sell the higher value Fund/s and buy the lower value Fund/s. This will be done at no extra cost to you within five (5) Working Days from the date on which the values diverged by 10%, to maintain the proportions of the original recommendation. If you opt out of paying the Ongoing Services Charge, then we will not rebalance any Funds you hold in your Products.

12. REPORTING

    66. We’ll provide you with contract notes confirming details of your trades which will be available to you electronically via our App.
    67. We’ll provide you with illustrations, transaction and valuation reports in our App. We’ll let you know by email when a report is available.
    68. We don’t provide paper copies of statements, reports or ad hoc valuations.
    69. You must monitor the reports we send or make available to you about your Product and tell us immediately if you notice:
        • Any error or omission in any contract note or other report we send or make available;
        • That you have not received confirmation of a trade you’re expecting; and/or
        • That there have been any unexpected transactions.
    70. We may not be able to take any action to correct any problems if we are not told about a concern within 6 months of the Report being issued to you.
    71. You may download or print individual sections of Reports and our App strictly for use in relation to your Products provided you keep intact all copyright and proprietary notices. You mustn’t reproduce or distribute any material without our consent.
    72. Any news, prices and other information that we provide to you which is not regulated advice is done on an informational basis only. Further, such information does not constitute an offer by us to buy, sell or otherwise deal in any Product. By contrast, and if applicable, your plan will provide information on our recommendations and financial advice and should be reviewed by you before making any Investment decisions.
    73. When we provide market information, we use sources we believe are reliable. If we use an independent information provider to provide that market information, we’ll use reasonable care to make sure that provider is suitable. However, because we have no control over the information sources, we cannot guarantee that the market information is accurate, complete or timely, or that it will always be available to you.
    74. Market information is not necessarily available to you through our App. You should satisfy yourself that market information is reliable before you make any decisions or take any actions based on it. We aren’t responsible for any decisions or action you take or any loss you or anybody else may suffer as a result of your decision, action or inaction.
    75. We are not responsible for the contents of any information that we send to you that has been prepared by a third party (for example, a Fund Provider).

13. OUR RIGHTS IF YOU DON’T COMPLY WITH OUR AGREEMENT

    76. If you don’t pay money due to us you’ll be in breach of our Agreement and we may keep any Assets that are being held for you as security against payment of a debt owed by you and to apply it to the repayment of that debt when due.
    77. We may charge you interest on any money that you owe us at a rate of 2% above the prevailing Bank of England variable base rate, calculated on a daily basis from the date the money becomes due until full payment has been received by us.
    78. If you don’t pay money due to us we may combine all or any credit balances on any Product that you hold with us, and may use the credit balances to reduce any sums you owe to us (this is called a right of set-off).
    79. If you don’t have enough Cash in your Product to pay the sums due to us, and do not pay any balance due to us when we ask you, we may keep your Assets or sell some or all of your investments to settle the sums due at our discretion.
    80. If we choose to sell your Investments in these circumstances, we will sell Investments in accordance with the Terms.
    81. The net proceeds of any sale, after deduction of our Charges, will be used to reduce your liabilities. You may keep any money that is left after that.
    82. If the proceeds of sale are not enough to cover the amount you owe us, you are still liable for the shortfall and must pay this to us immediately.

14. CLOSING YOUR PRODUCT

    83. Closure by you
        1. You can only close Products which have a zero value. That means before a Product can be closed you must:
           1. Transfer out or sell any and all investments you may have; and
           2. Transfer or withdraw any and all money.
        2. Products with a zero value may be closed at any time in by you in our App.
    84. Suspension or closure by Multiply
        1. We may close your Product at any time by giving you 30 days prior notice in writing.
        2. We may suspend or close your Product and end our Agreement with you immediately by giving you written notice if:
    85. The law requires us to do so or we are unable to meet our obligations;
    86. For a period of more than 6 months there are no Assets in your Product
    87. We are not provided with satisfactory evidence of your identity and so cannot complete our anti-money laundering checks;
    88. You do not comply with the Terms in a material way;
    89. There is a concern as to who owns the Assets in your Product
    90. You do not pay sums due under the Terms
    91. You behave towards us in a way that we consider abusive or unreasonable
    92. After making reasonable efforts to do so we cannot contact you using the details that you have given us
    93. You are using your Product for an illegal purpose;
    94. You are using your Product for market timing or similar activity.
    95. You are using your Product to provide business services to another person; and/or
    96. You give us, owe become that you have given us, false or inaccurate information, but for which, we would not have opened a Product for you, or because we are no longer able to perform the Service.
    97. Effect of closure
        1. When a notice of closure has been served:
           1. We’ll continue to execute any current instructions that you have given us, but will no longer accept new instructions; and
           2. You must settle all Charges and sums due in respect of any unsettled transactions that are due to us as a result of the closure of the Product
        2. Once all outstanding transactions have been settled, we will:
           1. Deduct from the Product balance any sums that are due to us from you, including any sums that you owe us in relation to any other accounts that you may hold with us (we may sell any investments within your Product to meet any Charges due to us if there isn’t enough Cash in your Product); and
           2. We will then forward any Assets in the Product to such other registered providers in your name as you direct consistent with the options available under the current Regulatory Requirements (unless we are prevented from doing so by any Regulatory Requirements);
        3. We will have no further liability to you once any Assets remaining in your product have been transferred.
           1. Closure of your Product will not affect any legal rights or obligations that have already arisen.
           2. If our Service is stopped or suspended, we can sell your Investments and hold the proceeds in your Product until you give us instructions to transfer out or withdrawal the Assets in your Product.
    98. Incapacity and Power of Attorney
        1. In the event of your legal incapacity, our relationship will be suspended automatically upon our receipt of written notice unless and until you have granted a power of attorney under which we can continue to act, or another person becomes entitled to act on your behalf. We reserve the right to require proof or further details of your legal incapacity.
        2. When your rights can be exercised by someone else, we will continue to administer the Product in accordance with their instructions until such time as that power is revoked, or until the time of your death.
    99. Payments or transfers on death
        1. Your Personal Representatives should tell us about your death as soon as possible and let us have any documents that we reasonably request to evidence their authority to deal with your affairs before we will accept instructions from them in relation to your Product.
        2. The Terms including any Charges payable will continue to bind your Personal Representatives until your Product is closed.
    100. Unclaimed Investments
         1. In certain limited circumstances unclaimed Investments may be realised and transferred to charity.
         2. We will maintain records of dealings with unclaimed Investments which are paid away
    101. Product withdrawal
         1. We may withdrawal our Product from new customers for any of the following reasons:
            • A restructure or reorganisation in the types of Products that we offer;
            • The withdrawal of our Product;
            • For our business efficiency;
            • If our Product no longer complies with the Regulatory Requirements.
            • In the event we have reasons to believe we aren’t or may not be a going concern.

15. LEGAL AND TAX MATTERS

    90. Taxes and duties may be imposed by the government or other bodies on our Service or Products that we provide to you. We will tell you whether these taxes and duties will be included in our Charges or are detailed separately. You may have to pay them even if you Product is designed to take advantage of other relief or exemptions.
    91. If we have to pay any tax liability that you incur on your behalf, we may recover these costs from you.
    92. You will be liable for all other taxes that are personal to you in respect of your Products, Asset and transactions through your Products. Your tax liability depends on your personal circumstances and may be subject to change in the future.
    93. We may stop acting on your instructions until applicable taxes and duties along with any applicable third-party charges are paid by you.
    94. We have obligations under the European Union tax rules which require us to provide certain information about you as the beneficial owners of your Investments to levy the appropriate rate of withholding tax to UK authorities.
    95. We are obliged under UK legislation, agreements and tax treaties with worldwide jurisdictions to provide information on clients and withhold tax under certain circumstances and if they apply we’ll do so without asking for your permission.

Schedule 2 – Custody Terms

1. BACKGROUND 

   1. Under the terms, you consent to appointing Seccl Custody Limited ("SCL") as the custodian to provide: 
      1. the custody services more particularly described in this schedule; 
      2. cash payment services, asset price and information data; and
      3. client money and asset reconciliation in accordance with the client asset sourcebook ("CASS") of the FCA rules.
   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. 
   3. SCL is registered in England, registration number 10430958. To contact SCL, write to 20 Manvers Street, Bath, BA1 1JW.
   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

   5. The custodian is authorised to ensure that the custody of your cash and assets are managed compliantly in accordance with the applicable regulations. 
   6. 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. 
   7. 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. 
   8. 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. 
   9. 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. 
   10. 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. 
   11. 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. 
   12. Where SCL receives income from your investments through dividend payments, fund distributions and corporate actions, SCL will reconcile and credit these to your accounts. 
   13. As corporate action events arise, SCL will inform the ISP where actions are applicable to your assets. 
   14. SCL will facilitate the transfer of cash and assets in accordance with client instructions and the ISP’s terms.

3. CASH PROCESSES

   15. Any client deposits or income will be credited to your respective account once identified and reconciled with the date SCL received monies. 
   16. SCL will not pay any interest on cash held in client money accounts. You will be notified by ISP of any changes if our policy on client interest change.

4. SETTLEMENT

   17. 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 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. 
   18. 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

   19. SCL will reconcile client money and assets in accordance with CASS. 
   20. Client money will be reconciled on a business day basis and assets will be reconciled externally according to their type and registration.

6. LIENS

   21. We reserve the right to enforce the right of liens over the assets under the terms. 

7. COMMUNICATIONS

   22. All communication with you will be in English through the online message portal provided by the ISP. 
   23. SCL will provide quarterly valuation statements and contract notes, which will detail the buys or sells 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. 

8. COMPLAINTS

   24. 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.  
   25. If you do not think this is appropriate or the ISP is unable to meet its obligations, please contact SCL by email at secclops@seccl.tech or by post to the compliance officer, 20 Manvers Street, Bath, BA1 1JW. 
   26. 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: 
   27. Exchange Tower, London E14 9SR.  Telephone: 0800 023 4567 Or 0300 123 9 123;  
   28. email: complaint.info@financial-ombudsman.org.uk; and  
   29. website:  www.financial-ombudsman.org.uk. 

9. REMUNERATION

   27. The ISP pays SCL for custody services.

10. CONFLICTS OF INTEREST

    28. SCL maintain a Conflicts of Interest Policy independent of the ISP. It is available by contacting the ISP.

11. FORCE MAJEURE EVENT

    29. 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 

    30. 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. 
    31. SCL will use your details for regulatory reporting purposes and will not use or share your information for marketing purposes.

13. FSCS 

    32. The ISP is covered by the Financial Services Compensation Scheme ("FSCS"). If the ISP 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. 
    33. Further information about the compensation arrangements is available from the FSCS directly: 4. Website: www.fscs.co.uk  5. Telephone: 0800 678 1100 / 020 7741 4100.   6. Address: Financial Services Compensation Scheme, PO BOX 300, Mitcheldean, Gl17 1DY 

14. USE OF THIRD PARTIES 

    34. To provide custody services SCL, will use the services of third-party service providers. 
    35. 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. 
    36. 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, you may lose some or all of your assets and will not necessarily be entitled to compensation from SCL. 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. 

15. TERMINATION 

    37. SCL may terminate the terms at any time by giving the ISP 30 days' written notice (subject to applicable law and regulatory requirements). There is no minimum duration of the terms. 
    38. 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. 
    39. 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. The custodian 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. 

16. SEVERABILITY 

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

17. NOTICES OF CHANGE/VARIATIONS 

    41. 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 platform provider. 

18. GOVERNING LAW 

    42. 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. 
    43. 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. 

19. LIABILITY 

    44. 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. 
    45. Nothing in these custody terms shall be read as excluding or restricting any liability we may have for death or personal injury.
    46. SCL will not be liable for the following:  7. loss of business, goodwill, opportunity or profit; or  8. any special, consequential or indirect loss whatsoever.  9. 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;  10. as a result of your decisions relating to the choice, purchase, retention and sale of any assets in your account;  11. from the default of any bank, fund manager or provider which holds your cash and assets (except as required under the FCA rules);  12. from the performance of any assets and investments;  13. from any tax liabilities or charges that are incurred in relation to your account and/ or the assets held within it; or  14. 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. 
    47. You accept and acknowledge that the internet and the telecommunication systems may be subject to interruption or failure through no fault of ours.

20. HEADINGS

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

Schedule 3 – ISA Manager Terms

These ISA Terms apply to the Stocks & Shares ISA (Individual Savings Account) that you have with the “the Investment Services Provider” or “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.

In these terms SCL means Seccl Custody Limited, who is the ISA Manager. SCL is registered in England and Wales No 10430958. Registered Office 20 Manvers Street, Bath, BA1 1JW. Seccl Custody Limited is authorised and regulated by the Financial Conduct Authority, registration Number 793200 and is a wholly owned subsidiary of Seccl Technology Limited.

1. COMMENCEMENT

1.1 Your ISA account will not start until your first subscription or transfer amount is received by us.

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 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 and maintain a Stocks and Shares ISA, you must satisfy the requirements set out in the ISA Regulations. You must

4.1.1 be 18 years or over and

4.1.2 resident in the UK or are a UK Crown Servant, are married to or in a civil partnership with a Crown Servant, or are a dependant of a Crown Servant and

4.1.3 be a UK taxpayer

5. ISA SUBSCRIPTIONS

5.1 The maximum annual subscription into an ISA is subject to the ISA Regulations, as amended. You are responsible for ensuring that the ISA subscription limit is not exceeded for every tax year subscriptions are paid.

5.2 If you open an ISA in the UK and then go to work and/or live abroad, you cannot continue adding money into the ISA (unless you are a Crown employee working overseas or the spouse or civil partner of a crown employee working overseas). If you subsequently become a UK resident, you will be able to apply to subscribe to an ISA in the tax year following your return.

6. ISA INVESTMENTS

6.1 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.

6.2 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 6.3 below, you may not make any further subscriptions into your ISA or any other ISA in the same tax year.

6.3 As your Stocks and Share 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.

6.4 The Declaration you accept on opening the ISA creates an application in the tax year you first subscribe and all future tax years until you cancel, transfer or pay no subscriptions for an entire tax year.

6.5 In accordance with the ISA Regulations, SCL will register the investments held in your ISA in the name of one of its nominees.

6.6 You must be, and remain as, the Beneficial Owner of ISA Assets. ISA Assets must not be used as security for a loan.

6.7 We will make available to you on request copies of reports and accounts, scheme particularsor meeting and voting information issued by the providers or issuers of investments or managers where necessary due to legislative or regulatory requirements. We will not exercise any voting rights attaching to your investments, if you ask, we may request from the relevant company that you attend investors’ meetings, vote and receive any other information issued.

7. WITHDRAWALS AND FLEXIBLE ISA

7.1 If you wish to withdraw any cash or investments from your Stocks and Shares 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. This will be completed within the time stipulated in your instructions, subject to any reasonable business period required by SCL to implement them, which should not take longer than 30 days from the date your instructions were received by SCL.

7.2 The Stocks & Shares ISA is a Flexible ISA. This means that you can withdraw money and replace it in the same tax year without affecting your current year’s ISA allowance.

8. TRANSFERS

8.1 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.

8.2 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.

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

8.4 SCL does not currently facilitate the partial transfers of ISAs.

8.5 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.

9. UK RESIDENCY

9.1 You agree to inform SCL as soon as reasonably practical that you have either ceased to be resident in the UK or a Crown employee serving overseas, or have ceased to be married to, or in a civil partnership, with such a person. In such cases, you are required to cease subscriptions into your ISA except in specific circumstances permitted by HMRC.

9.2 We accept no liability for any tax charges or penalties arising from changes in your residency.

10. ENDING YOUR ISA

10.1 Subject to the ISA Regulations, you may end your Stock and Shares ISA at any time by withdrawing your funds and requesting closure of the account. 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.

10.2 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.

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

10.4 In the event of termination:-

10.4.1 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

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

11. A VOID ISA

11.1 If your Account has or will become void for tax purposes because the provisions of the ISA Regulations have not been met we will notify you.

11.2 When we receive your instructions we will:

11.2.1 transfer your ISA account to another ISA manager; or

11.2.2 sell the relevant portion of Assets held within your ISA account and pay the proceeds, directly to you.

11.3 For more information on the reasons an Isa might become Void please speak with your Adviser.

12. DELEGATION

12.1 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.

12.2 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

13. YOUR PERSONAL INFORMATION

13.1 We are the data controller for the personal information you give us. We will not pass your personal information to anyone, other than as detailed in our Privacy Policy (which can be found at www.seccl.tech). By accepting these Terms & Conditions, you agree and consent to our obtaining, using, and storing your personal information as set out in our Privacy Policy.

14. INTELLECTUAL PROPERTY

14.1 All copyright, trademarks and other intellectual property in the materials and information on our website are owned or licensed by Seccl Technology Limited or by external content providers. Nothing in these Terms & Conditions or on the website should be regarded as granting any licence or right to or in any trademark or service mark of Seccl Technology or any third party.

15. COMPLAINTS & FSCS COVER

15.1 If you have a complaint about any element of the ISA, please contact us at support@seccl.tech

15.2 Your complaint will be handled by a person of appropriate competence and experience. That person will not have been directly involved in the matter which is the subject of the complaint

15.3 We will endeavour to resolve any complaint as soon as possible

15.4 If a final response has not been issued within four weeks of receipt of your complaint, we will write to you providing a holding response that will indicate when we will make further contact. This further contact will be within eight weeks of receipt of the complaint

15.5 By the end of the eight weeks, we must send you either a final response or a response which explains that we are still investigating the complaint, giving reasons for the delay and likely timescales. We will also, where appropriate, provide you with details of the Financial Ombudsman Service, along with a copy of their leaflet ‘Your Complaint and the Ombudsman’ and a statement confirming that an approach can be made by you to the Financial Ombudsman Service if you are dissatisfied with the outcome or the length of time the matter has taken. 

Financial Ombudsman Service Exchange Tower Harbour Exchange Square London E14 9SR Telephone: 0800 023 4567 (call charges will vary) Email: complaint.info@financial-ombudsman.org.uk Website: www.financial-ombudsman.org.uk

15.6 The ISA is covered by the FSCS. You may be entitled to compensation from the FSCS if we are no longer trading or are declared to be in default and cannot meet our obligations to you. This may apply separately to your ISA, its Assets and any Cash held in your ISA and the maximum amount of compensation available will depend upon the type of investment business, the FSCS compensation limits applying at the time of any failure and the circumstances of your individual claim. The current compensation limits are as follows:

15.7 for Cash, such as the money in your ISA bank account - £85,000 per eligible claimant, per Bank;

15.8 for Assets, £85,000, per eligible claimant, per financial institution (where the relevant financial institution is also covered by the FSCS).

15.9 Our current banking partner is Lloyds Bank plc and we will inform you if this changes. For more information about how the FSCS might apply to you, please contact us or visit the FSCS website at fscs.org.uk. The FSCS’s address is 10th Floor, Beaufort House, 15 St Botolph Street, London EC3A 7QU.

16. CHANGING OR ENDING THESE TERMS

16.1 You agree to us transferring all or any of our rights and obligations under these Terms & Conditions to any one or more appropriate Seccl companies or any third parties which are appropriately regulated and authorised under Applicable Law. If we do this, we will give you at least 90 days’ advance written notice of the transfer. In each case, we shall cease to have any responsibilities to you or your ISA from the time that the change takes effect to the extent that those obligations applied to our appointment. The new administration company, will take on our obligations to provide the services under these Terms & Conditions in our place. We will not transfer our rights and obligations unless we are satisfied that you will not be in a worse position or receive a poorer service.

16.2 We may make reasonable and appropriate changes to these Terms & Conditions at any time whilst your ISA is open as follows:

16.2.1 to meet any current or future change in law, including rules established by the FCA, HMRC, or regulation, guidance or regulatory approach;

16.2.2 to make these Terms & Conditions easier to understand, including to correct any inaccuracies, omissions, errors or ambiguities;

16.2.3 to take account of any reorganisation of the Seccl companies, or a transfer of rights as outlined at 11 above;

16.2.4 to reflect any improvements to the services which we offer under these Terms & Conditions, or changes to our systems, our processes and procedures, market practice or customer requirements;

16.2.5 to reflect any changes to terms agreed between us and any third parties which are relevant to your ISA;

16.2.6 to make reasonable increases to our charges to reflect any changes to the costs that we incur;

16.3 If we do make any changes to the Terms & Conditions, the latest version will always be available on our website at www.seccl.tech and you should refer to them regularly. Where we reasonably consider that changes are material or detrimental to you we will give you a minimum of one month’s notice of the proposed change and our reasons for making the change, unless we are required to make the change sooner (in which case we will give as much notice as we reasonably can).

16.4 Notwithstanding clause 16.3, changes that are necessary due to reasons outside of our control (e.g. a change in legislation/regulation/ tax or interest rates or resulting from an act of a third party) may take effect on reasonable written notice and changes which are immaterial and not to your detriment may take effect immediately and without notice.

16.5 In either case, if you are not happy with any change we make or plan to make to the Terms & Conditions, you can transfer to an Authorised Scheme of your choosing. We will not charge you a fee for this if a fee ever becomes due.

Schedule 4 – Modulr Terms

MODULR INTRODUCED CLIENT TERMS OF BUSINESS

BACKGROUND

Modulr is a provider of Modulr Products (as described in the Introduced Client Application Form), which includes the provision of an electronic account for businesses. These Introduced Client Terms of Business govern the Modulr Products that Modulr agrees to provide to the Introduced Client (named in the Introduced Client Application Form).

These Introduced Client Terms of Business, together with the Introduced Client Application Form and the Modulr Account Terms and Conditions set out the terms on which the Modulr Products are provided and constitute the Agreement between Modulr and the Introduced Client.

THE PARTIES AGREE AS FOLLOWS:

1. Interpretation

   1. In these Introduced Client Terms of Business: (a) a reference to a clause is a reference to a clause in these Introduced Client Terms; (b) headings are for reference only and shall not affect the interpretation of these Introduced Client Terms of Business; (c) the singular shall include the plural and vice versa; (d) a reference to a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality) and that person's personal representatives, successors and permitted assigns; (e) a reference to a party shall include its personal representatives, successors and permitted assigns; (f) reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time.

2. Modulr Products

   2. Modulr will make available to the Introduced Client such products that are described in the Introduced Client Application Form.
   3. The Account is provided by Modulr FS to the Introduced Client in accordance with the Modulr Account Terms and Conditions. Modulr Products provided to the Introduced Client under this Agreement are for the sole use by the Introduced Client.
   4. The Introduced Client can use the Account to make Transactions on the terms and conditions set out in the Modulr Account Terms and Conditions. A record of all Transactions relating to the Account can viewed on the Website or accessed via the Partner Platform (as applicable).
   5. The Introduced Client shall promptly notify Customer Services as soon as it becomes aware login and security information enabling access to its Modulr Products have been lost, stolen or compromised.
   6. From time to time Modulr may carry out additional checks on the Introduced Client, including the identity of its directors, beneficial owners and the nature of its business in accordance with its Due Diligence Procedure and as required by law. Modulr may contact the Introduced Client or the Partner Platform (as applicable) for such purposes. The Introduced Client agrees to provide such information as necessary.
   7. The Introduced Client shall comply with all legislation and regulation as it applies to the Introduced Client. Any failure to comply with relevant legislation or regulation shall be considered a material breach of the Agreement.
   8. The Introduced Client shall implement as appropriate Modulr’s reasonable security recommendations it notifies to the Introduced Client from time to time.

3. Authorised Users

   9. Access to the Modulr Products is restricted to individuals that have been designated by the Introduced Client as Authorised Users.
   10. The Introduced Client must notify Modulr of all individuals it wishes to be an Authorised User.
   11. Each Authorised User is permitted to access and use the Modulr Products in accordance with these Introduced Client Terms of Business.
   12. The Introduced Client will be responsible for training its Authorised Users in the appropriate use of Modulr Products.
   13. The Introduced Client shall ensure its Authorised Users;
   14. take all reasonable care to ensure Modulr Product access credentials, including login details to the Website, where applicable, are kept confidential to each Authorised User; and
   15. do not share any information that would enable another party to access the Introduced Client’s Modulr Account.
   16. The Introduced Client acknowledges and agrees that each Authorised User is authorised by the Introduced Client to act on its behalf. Modulr shall deem any instruction given by an Authorised User is an instruction given by the Introduced Client.
   17. The Introduced Client will be responsible for timely notification to Modulr of any revocation of Authorised User access and will be liable for Transactions made, Fees incurred and use of Modulr Products by an Authorised User until Modulr has had one full business day to act on any received notice. This clause shall not apply to Introduced Clients accessing Modulr Products via the Partner Platform.
   18. Where the Introduced Client accesses Modulr Products through a Partner Platform, such Partner Platform will be considered the Authorised User. In this instance if additional Authorised Users are required they must be requested by the Partner Platform. The use of a Partner Platform to access the Modulr Products by the Introduced Client are set out in further detail below.

4. Accessing Modulr Products through a Partner Platform

   19. In the event the Introduced Client utilizes a Partner Platform to access Modulr Products, the Introduced Client agrees and authorises the Partner Platform to instruct Modulr to access and use the Modulr Products on behalf of the Introduced Client, which shall include but not be limited to making Transactions, viewing and retrieving Transaction data, initiating refunds and closing the Account.
   20. The Introduced Client acknowledges and agrees that Modulr shall have no liability whatsoever with respect to the performance, availability or quality of any Partner Platform.
   21. The Introduced Client acknowledges and agrees to the following:
   22. it must satisfy itself that its Platform Partner Agreement grants the Partner Platform all permission necessary to operate the Account on the Introduced Client’s behalf;
   23. the Platform Partner will be granted full access to operate the Introduced Client’s Account as an Authorised User of the Introduced Client;
   24. it is responsible for monitoring Partner Platform activities on its Account. Any queries relating to such activities will be raised with the Partner Platform directly and settled between Partner Platform and the Introduced Client;
   25. the Introduced Client has no recourse against Modulr for any act or omission of the Partner Platform with respect to its Account;
   26. the Introduced Client understands it can only access its Account to make Transactions, review Transactions made or otherwise use Modulr Products through the service provided by the Partner Platform; and
   27. it will only use the Account for the purpose set out in the Partner Platform Agreement.
   28. On receipt of notification by Modulr from the Partner Platform that it wishes to terminate this Agreement, this Agreement shall terminate. Any funds in the Introduced Client’s Account will be returned in accordance with the terms of the Modulr Account Terms and Conditions.
   29. If the Introduced Client has any complaint or concern relating to the Modulr Account or other Modulr Products, such complaint or concern shall be raised directly to the Partner Platform, who shall deal with it in accordance with Modulr’s Complaints Policy, a copy of which is available on request from the Partner Platform and on the Website.

5. Customer Services

   30. The Introduced Client can contact Customer Services if it has any queries about the Modulr Products. Information may be requested from the Introduced Client, including but not limited to, its Authorised Users or Transaction information so that it can verify the identity of an Authorised User and/or the Modulr Products provided to such Introduced Client.
   31. Any information shared by the Introduced Client will be kept strictly confidential. Where such information is provided in connection to a service provided by a third party, for example, the Account, then the Introduced Client’s information will only be used in accordance with instructions of such third party and only for the purpose of providing Customer Services to the Introduced Client on behalf of such third party.
   32. As part of Modulr’s commitment to providing a quality customer service, its managers periodically monitor telephone communications between its employees and Introduced Clients to ensure that Modulr’s high quality service standards are maintained. The Introduced Client consents to such monitoring and recording of telephone communications and agrees to make its Authorised Users aware of such practice.

6. Fee Payment

   33. The Introduced Client agrees to pay the Fees as set out in the Introduced Client Application Form.

7. Term and Termination

   34. This Agreement shall commence on the date the Introduced Client receives confirmation from Modulr or the Partner Platform (where applicable) of its successful application for Modulr Products and shall continue until terminated by the Introduced Client, Partner Platform (if acting on behalf of the Introduced Client) or Modulr.
   35. The Introduced Client or the Partner Platform (where applicable) may terminate this Agreement immediately by notifying Customer Services in writing by post or email.
   36. Modulr may terminate this Agreement and close the Introduced Client’s Account(s) by providing the Introduced Client with at least two months’ notice.
   37. Modulr may terminate this Agreement immediately if, for any reason, the Introduced Client is unable to satisfy the Due Diligence Procedures.
   38. This Agreement will automatically terminate when all Accounts of the Introduced Client are closed (for any reason).
   39. On termination of this Agreement for any reason, any balance remaining in the Introduced Client’s Account(s) shall be returned to the Introduced Client in accordance with the Modulr Account Terms and Conditions. The Introduced Client shall pay immediately all outstanding Fees due (where applicable) under this Agreement and in the event of a negative balance in an Account, shall reimburse Modulr FS such amount equal to the negative balance.

8. Intellectual Property

   40. The Introduced Client acknowledges all Intellectual Property Rights in the Modulr Products are owned by or provided under licence to Modulr. Modulr grants the Introduced Client a non-exclusive, royalty-free licence for the duration of this Agreement to access and use the Modulr Products only for the purpose contemplated by this Agreement.
   41. Nothing in this Agreement shall operate to create or transfer any Intellectual Property Right to the Introduced Client.

9. Force Majeure

   42. Modulr will not be liable for the non-performance or failure to provide any part of the Modulr Products occurring as a result of any events that are beyond the reasonable control of Modulr, for example, but not limited to, fire, telecommunications or internet failure, utility failure, power failure, equipment failure, employment strife, riot, war, terrorist attack, non-performance of third party suppliers, acts of God such as storm or lightening damage, or other causes over which Modulr has no reasonable control.

10. Assignment Transfer and Subcontracting

    43. The Modulr Products provided to the Introduced Client are personal to the Introduced Client. The Introduced Client may not novate, assign or otherwise transfer this Agreement, any interest or right under this Agreement (in whole or in part) without the prior written consent of Modulr.
    44. The Introduced Client agrees Modulr may, in its sole discretion, assign, or transfer some or all of its rights and obligations or delegate any duty of performance set out in the documents forming this Agreement. Modulr may subcontract any of its obligations under this Agreement.
    45. In the event of any transfer of this Agreement by Modulr to another service provider; if the Introduced Client does not want to transfer to the new provider, the Introduced Client must notify Modulr of its objection in writing to Customer Services. On receipt of such notification, Modulr it will terminate this Agreement. Any balance remaining in the Introduced Client’s Account(s) will be returned to the Introduced Client in accordance with the redemption procedure set out in the Modulr Account Terms and Conditions.

11. Liability

    46. Nothing in this Agreement will operate to limit either party’s liability with respect to fraud or for death or personal injury resulting from negligence, in either case whether committed by that party or its employees, agents or subcontractors.
    47. Modulr makes no warranty that access to and use of the Modulr Products will be uninterrupted or error free.
    48. The Introduced Client acknowledges and agrees that Modulr is not liable to the Introduced Client for any loss, liability or damages the Introduced Client suffers which result from, are related to, or in any way are connected with any fraud control or restriction measures implemented from time to time, unless such loss, liability or damage is a direct result of Modulr’s fraud, gross negligence or willful misconduct in procuring the implementation of fraud control or purchase restriction measures that Modulr has expressly agreed in writing to procure for the Introduced Client.
    49. Modulr shall not be liable to the Introduced Client for any loss or damage the Introduced Client may suffer as a result of any act or omission of an Authorised User or an Authorised User’s use or inability to use of the Modulr Products.
    50. The Introduced Client agrees to indemnify Modulr against any and all actions, claims, costs, damages, demands, expenses, liabilities, losses and proceedings Modulr directly or indirectly incurs or which are brought against Modulr if the Introduced Client, or an Authorised User, has acted fraudulently, been negligent or has misused a Modulr Product or any of the services provided under this Agreement.
    51. Modulr shall not be responsible in any way for any interest or claims of any third parties in respect of the Modulr Products, except as required by law or regulation.

12. Reports

    52. Modulr may make available certain management or other reporting or business administration functionality via the Website.
    53. Modulr may from time to time amend, modify, replace or withdraw in whole or in part such reporting it provides without further notice.

13. Data Privacy

    54. Modulr will collect and retain personal information about the Introduced Client and each Authorised User to enable Modulr to deliver the Modulr Products, the services linked to it and deal with any enquiries that the Introduced Client may have about it. Modulr is the data controller of the personal information gathered by Modulr for such purpose. If Modulr uses a third party to provide a part of the Modulr Product then that provider will be the owner and controller of the personal information they require to collect in order to operate the relevant service. The use of personal information by third-party service providers will be set out in their service terms and conditions of use. Modulr will, at such third-party provider’s direction, process personal data on its behalf, for example, to enable Modulr to provide Customer Services to the Introduced Client.
    55. Modulr processes personal information in accordance with relevant laws on the protection of personal data.
    56. If Modulr transfers the Introduced Client’s information to a third party in a country outside of the European Economic Area Modulr will ensure that the third party agrees to apply the same levels of protection that Modulr is legally obliged to have in place when Modulr processes personal data.
    57. Further information about how Modulr uses personal information can be found in Modulr’s Privacy Policy; please contact Customer Services for a copy of this.

14. Changes to the Agreement

    58. Modulr may amend or modify this Agreement by giving sixty (60) days’ notice to the Introduced Client unless Modulr is required to make such a change sooner by law. All proposed changes will be posted on the Website and communicated to the Introduced Client by such other means that Modulr agreed with the Introduced Client, for example by email. If the Introduced Client is accessing Modulr Products via a Partner Platform, all notifications will be communicated via such Partner Platform.
    59. The Introduced Client has no obligation to accept such amendments proposed by Modulr.
    60. The Introduced Client will be taken to have accepted any change to this Agreement that Modulr notifies to the Introduced Client unless the Introduced Client tells Modulr otherwise before the relevant change takes effect. In such circumstance, Modulr will treat notice of objection by the Introduced Client as notification that the Introduced Client wishes to terminate this Agreement and the use of all Modulr Products immediately. All Accounts of the Introduced Client will be closed and any balance remaining in the Introduced Client’s Account will be returned to the Introduced Client in accordance with the redemption procedure set out in the Modulr Account Terms and Conditions. In this circumstance the Introduced Client will not be charged a fee for the Account closure and return of any balance.

15. General

    61. In these Introduced Client Terms of Business, headings are for convenience only and shall not affect the interpretation of these Introduced Client Terms of Business.
    62. Any delay or failure by Modulr to exercise any right or remedy under this Agreement shall not be interpreted as a waiver of that right or remedy or stop Modulr from exercising its rights at any subsequent time.
    63. In the event that any part of this Agreement is held not to be enforceable, this shall not affect the remainder of the Agreement which shall remain in full force and effect.
    64. The Introduced Client shall remain responsible for complying with this Agreement until its Account(s) are closed (for whatever reason) and all sums due under this Agreement have been paid in full.
    65. This Agreement is written and available only in English and all correspondence with the Introduced Client shall be in English.
    66. This Agreement is governed by the laws of England and the Introduced Client agree to the non-exclusive jurisdiction of the English courts.

The Modulr Account Terms and Conditions; Important information you need to know

The Modulr Account Terms and Conditions

Please read these Terms and Conditions carefully before you agree to use an Account or any related services provided by or through us.

These Terms and Conditions, together with the Introduced Client Terms of Business and the constitute the entire agreement between Modulr and you.

By signing the Modulr Account Terms and Conditions you accept the terms of the Agreement, or by agreeing to open an Account and/or using our services, you accept these Terms and Conditions. If there is anything you do not understand, please contact Customer Services using support@multiply.ai.

1. DEFINITIONS

   • Account – The electronic account, also known as Modulr Account provided by us in accordance with these Terms and Conditions.

   • Account Information Service Provider – means a third party payment service provider who is authorised by or registered with the Financial Conduct Authority or another European regulator to provide online account information services, who, with your permission will be able to access certain online account information on one or more payment accounts held by you to give you a consolidated view of your payment accounts.

   • Account Limits – Maximum limits you can have in relation to your Account, such as account maximum balance, and limits on receiving and sending payments from your Account as referred in paragraph 2.

   • Account Manager - The individuals elected by the Account Owner to be responsible for the management of the Account, also known as an “Authorised User”.

   • Account Owner – The entity legally responsible for an Account.

   • Agreement - The agreement for your Account made up of these Terms and Conditions, together with the Introduced Client Terms of Business and the Introduced Client Application Form, which constitute the entire agreement between you and Modulr.

   • Application Programming Interface (API) – means the interfaces provided by Modulr to the Introduced Client (and the Partner Platform on the Introduced Client’s behalf) to directly instruct Modulr Accounts via the Introduced Client’s or the Partner Platform’s own application.

   • AML Policy - Modulr’s written policy on anti-money laundering and counter terrorist financing as may be amended from time to time by Modulr.

   • Applicant – A customer of the Partner Platform who applies for Modulr Products but is yet to be accepted by the Modulr as an Introduced Client.

   • Available Balance - The value of funds available on your Account.

   • Bacs Credit – Means Bacs Direct Credit. A service enabling organisations to make payments to an account which takes 3 Business Days for the funds to be cleared.

   • Business Days - Monday to Friday between the hours of 9am-5pm but does not include bank holidays, or public holidays in the United Kingdom.

   • CHAPS – the Clearing House Automated Payment System, a service enabling organisations to make same-day payments to an account within the UK, within the CHAPS operating days and times.

   • Commencement Date – the date set out in the Introduced Client Application Form.

   • Confidential Information - any information (whether or not recorded in documentary form, or stored on any magnetic or optical disk or memory) relating to: the business, products, affairs, strategy, contracts, customer relationships, commercial pipelines, business contacts, prospective customers, existing customers, business models, customer pricing, management systems, business methods, corporate plans, maturing new business opportunities, research and development projects, marketing and sales information, sales targets and statistics, discount structures, suppliers and potential suppliers, source codes, computer programs inventions, know-how, technical specifications and other technical information relating to products and services.

   • Customer Services - The contact centre for dealing with queries about your Account. Contact details for Customer Services can be found in the Introduced Client Application Form.

   • Data Protection Laws – the following, to the extent they are applicable to a Party: the Data Protection Act 2018, the General Data Protection Regulation (EU) 2016/679, the Electronic Communications Data Protection Directive 2002/58/EC, the Privacy and Electronic Communications (EC Directive) Regulations 2003 and all applicable laws and regulations relating to processing of personal data and privacy (as amended or replaced from time to time), including where applicable the guidance and codes of practice issued by the Information Commissioner (in the United Kingdom) or other applicable supervisory authority;

   • Due Diligence Procedure - Modulr’s procedures for carrying out due diligence on Introduced Clients in order to comply with its policies and regulatory obligations.

   • Faster Payment – A service allowing you to make and receive electronic payments in the UK which is received by the recipient bank within 2 hours provided that the receiving organisation or bank is part of Faster Payments Scheme.

   • Fees – those fees payable by the Introduced Client and set out in the Introduced Client Application Form.

   • Information – Means any information related to the organisation, and any personal information related to Account Manager.

   • Intellectual Property Rights – all patents, trademarks, service marks, trade names, domain names, business names, copyrights, design rights, database rights, rights to or in computer software, know-how, trade secrets, rights to or in confidential information and all other intellectual property rights and rights or forms of protection of a similar nature or effect which may subsist anywhere in the world whether or not registered or capable of registration, together with all applications for registration of, and any licence to use, any of the foregoing and "Intellectual Property" shall be construed accordingly;

   • Introduced Client Application Form – The application form identifying the parties, Modulr Products to be provided and commercial terms that forms part of the Agreement between an Introduced Client and Modulr.

   • Introduced Client – Any client of Modulr which has been introduced by the Partner Platform and whose account is operated by the Partner Platform based on instructions the Partner Platform receives from the Introduced Client (where relevant).

   • Introduced Client Terms of Business - The terms on which Modulr provides Modulr Products to the Introduced Client.

   • Modulr – Modulr Finance Ltd, a company registered in England and Wales with number 09897957 and whose registered office is at 1 Hammersmith Broadway, London, W6 9DL. Modulr Finance Ltd (FRN: 900699) is a registered agent of Modulr FS Ltd.

   • Modulr Account Terms and Conditions - This agreement, between Modulr FS and the Introduced Client which governs the terms on which the Introduced Client may use its Account.

   • Modulr Products – those products, including but not limited to the Account referred to in the Introduced Client Application Form.

   • Online Portal – means the interface provided by Modulr for the Introduced Client to access via the public internet, subject to applicability based on the Introduced Client’s relationship with the Partner Platform.

   • Payment Initiation Service Provider – means a third party payment service provider authorised by or registered with by the Financial Conduct Authority or another European regulator to provide an online service to initiate a Transaction at your request on your Account.

   • Partner Platform – A third party that is permitted by Modulr and Modulr FS to introduce and act on behalf of Introduced Clients, and permitted by you to act as an Authorised User.

   • Partner Platform Agreement - an agreement between the Account Owner and the Partner Platform for the provision of various services, under the terms of which the Introduced Client wishes to open an Account with Modulr to be used for the purpose and in accordance with the terms set out in the Partner Platform Agreement.

   • Regulator – the Financial Conduct Authority, located at 12 Endeavour Square, London, E20 1JN or any authority, body or person having, or who has had, responsibility for the supervision or regulation of any regulated activities or other financial services in the United Kingdom.

   • Transaction – any debit, credit or other adjustment to an Account that affects the balance of monies held in it.

   • TPP (Third Party Provider) – means an Account Information Service Provider or a Payment Initiation Service Provider.

   • we, us, our or Modulr FS - Modulr FS Ltd, a company registered in England and Wales with number 09897919 and whose registered office is at 1 Hammersmith Broadway, London, W6 9DL and who is regulated by the Financial Conduct Authority for issuance of electronic money under FRN 900573, or Modulr acting on Modulr FS Ltd’s behalf.

   • Website – means the customer portal that Introduced Clients can login to in order to use the Modulr Products.

   • you, your- The Account Owner, also referred to as an Introduced Client.

2. ACCOUNT LIMITS

   1. Limits may apply to the maximum value of an individual payment Transaction, the maximum aggregate value of all payment Transactions made from your Account in a particular time period e.g. during any one Business Day and the maximum number of payment Transactions made from your Account over a particular timeframe. ‎
   2. The limits that apply to your Account will be communicated to you during the Account set-up process. These limits may also change over time based on your Account usage; any such change will be communicated to you. You can check the limits at any time by contacting Customer Services. Any payment Transaction request which exceeds such limits will be rejected.
   3. To manage our risk, particularly with respect to money laundering, fraud or security concerns, we also apply internal controls, including limits, to certain types of payment. We change these as necessary but for security purposes, we do not disclose them.

3. SCOPE OF THESE TERMS AND CONDITIONS

   1. Your Account is an e-money account and the electronic money associated with it is issued to you by us. We are regulated by the Financial Conduct Authority for the issuance of electronic money (FRN 900573). Your rights and obligations relating to the use of this Account are subject to these Terms and Conditions between you and us.
   2. This Agreement is written and available only in English and we undertake to communicate with you in English regarding any aspect of your Account.
   3. You agree that we or the Partner Platform may communicate with you by e-mail or telephone for issuing any notices or information about your Account and therefore it is important that you ensure you keep your e-mail address and mobile phone number updated.
   4. You can request a copy of these Terms and Conditions at any time by contacting Customer Services.

4. OPENING YOUR ACCOUNT

   1. Your Account will be opened on your behalf by the Partner Platform. You may only hold an Account so long as you remain an approved client of the Partner Platform that provided you with your account details.

5. USING THE ACCOUNT

   1. Your Account can receive bank transfers and other payment types as added and notified to you by Modulr from time to time. Subject to paragraph 5.3, we will credit your Account when we receive the funds which could be up to three Business Days after the payment being instructed, depending on how the payment was sent.
   2. Your Account can also receive internal transfers from other Modulr Accounts owned or controlled by the Partner Platform, which apply instantly.
   3. An incoming payment will not be credited to your Account if:
      1. the Account has reached the Account Maximum Balance or Account Limits; or
      2. the Account is inactive or blocked or terminated; or
      3. the sender has provided incorrect/invalid Account Details for your Account; or
      4. we suspect the payment to be fraudulent.
   4. If we are unable to credit your Account for any of the reasons in paragraph 5.3 then the funds may be sent back to the sender without a prior notification to you.
   5. Your Account will be configured and operated by the Partner Platform. You agree that Modulr and we may take instructions from the Partner Platform regarding the operation of your Account, including the creation of beneficiaries and instruction of payments, on your behalf. We and Modulr have no liability for actions taken by the Partner Platform. If you disagree with any actions taken by the Partner Platform these should be discussed with the Partner Platform.
   6. Your Account can make payments out to external bank accounts via Faster Payments and other methods as added and notified to you by the Partner Platform from time to time.
   7. A Transaction is deemed to be authorised by you, when you or your Account Manager or Partner Platform enters the security information on the Modulr Online Portal to confirm a Transaction is authorised, or when it is instructed via the Modulr API with the relevant security credentials. Once the Transaction is confirmed, we cannot revoke the Transaction save for in those circumstances set out in paragraph 5.8 below.
   8. The following Transactions may be withdrawn: 5. any Transaction which is agreed to take place on a date later than the date you authorised it, provided that notice is given no later than close of business on the business day before the Transaction was due to take place; and/or 6. Transactions due to take place on a future date.
   9. If we refuse to execute a payment order to or to initiate a Transaction, we will, without undue delay and provided we are legally permitted to do so, notify you or the Partner Platform of the refusal. If possible, we will provide the reasons for the refusal and where it is possible to provide reasons for the refusal and those reasons relate to factual matters, the procedure of rectifying any factual errors that led to the refusal.
   10. The Available Balance on your Account will not earn any interest.
   11. You can check the balance and Transaction history of your Account at any time via the interface provided to you by the Partner Platform or by contacting Customer Services, or the Online Portal if you have relevant access details.
   12. You will be provided with a monthly statement by the Partner Platform or us (using the details we have associated with your Account).

6. THIRD PARTY ACCESS

   1. You can instruct a TPP to access information on your Account or initiate certain Transactions from your Account provided such TPP has identified itself to us and it has acted in accordance with the relevant regulatory requirements. We will treat any instruction from an TPP as if it was from you or an Account Manager.
   2. We may deny a TPP access to your Account if we are concerned about unauthorised or fraudulent access by that TPP. setting out the reason for such denial. Before doing so, we will tell you that we intend to deny access and give our reasons for doing so, unless it is not reasonably practicable, in which case we will immediately inform you afterwards. In either case, we will tell you in the manner in which we consider most appropriate in the circumstances. We will not tell you if doing so would compromise our security measures or would otherwise be unlawful.
   3. If you have provided consent to a TPP to access the data in your Account to enable them to provide account information services to you or initiate Transactions on your behalf, you consent to us sharing your information with the TPP as is reasonably required for them to provide their services to you. You must let us know if you withdraw this permission and we recommend you let the TPP know. On notification from you, we will not provide such TPP access to your Account or the data in it.

7. CLOSING YOUR ACCOUNT

   1. You may close your Account by contacting Customer Services. Please refer to your contract with the Partner Platform for any terms relating to your need to maintain your Account.
   2. The Account will be closed if the Partner Platform instructs us to close your Account (in which case the Partner Platform will inform you of this instruction).
   3. Any Available Balance remaining on the Account after Account closure will be transferred to your nominated bank account via Faster Payments based on instructions to us from the Partner Platform. If for any reason this is not possible, such Available Balance will remain yours for a period of six years from the date of Account closure. Within this period, you may at any time request a refund by contacting Customer Services. You will not have any access to your Account and we will not return any funds remaining on the Account after six years from the date of Account closure and this Agreement will terminate.

8. YOUR LIABILITY AND AUTHORISATIONS

   1. You are responsible for understanding and complying with the Agreement including these Terms and Conditions.
   2. We may restrict or refuse to authorise any use of your Account if using your Account is causing or could cause a breach of these Terms and Conditions or if we have reasonable grounds for suspecting that you or a third party has committed or is about to commit a crime or other abuse in connection with your Account.
   3. You or the Account Manager must not:
      1. allow another person to use security information related to the Account,
      2. write down password(s) or any security information unless this is done in a way that would make it impossible for anyone else to recognise any of that information, or
      3. disclose passwords or any security information, or otherwise make them available to any other person, whether verbally or by entering them in a way that allows them to be observed by others.
   4. You will be liable for all Transactions that take place as a result of you or the Account Manager acting fraudulently or failing to comply with these Terms and Conditions with intent or gross negligence. Any such Transactions and any fees and charges relating to such Transactions will be deducted from the Available Balance on your Account.
   5. You will be liable for all Transactions that the Partner Platform or any other Account Manager makes on your behalf as per this Agreement, along with those made by a TPP authorised by you to initiate a Transaction.
   6. You will be liable for all unauthorised Transactions that arise from the use of lost or stolen Account security information such as but not limited to the Online Portal log in details and API security details, if you or the Account Manager fail to keep the security features of the Account safe.
   7. It is your responsibility to keep us updated of changes to your Information, including e-mail address and mobile numbers. Failure to do so may result in us being unable to contact you regarding your Account or to let you know about changes to these Terms and Conditions.
   8. If you request to recall a Transaction due to an error or mistake caused other than by Modulr, we reserve the right to charge you (i) a handling fee of £25 per recall and (ii) any fee payable by Modulr to a third-party bank or institution for handling the recall.
   9. You agree to indemnify and hold harmless, us, Modulr and our distributors, partners, agents, sponsors, and service providers and their group companies from and against the costs of any legal action taken to enforce this Agreement, including these Terms and Conditions and/or any breach of these Terms and Conditions by you.

9. DISPUTES AND INCORRECT TRANSACTIONS

   1. If you have a reason to believe that a Transaction on your Account was unauthorised or was made incorrectly, you must inform us immediately by contacting Customer Services, but in any event within 13 months of the date of the relevant Transaction.
   2. If you dispute a Transaction:
      1. subject to 9.2.2 and 9.2.3 we will immediately refund the amount to your Account to the position it would have been in if the unauthorised Transaction had not taken place. We will have no further liability to you. If we subsequently discover that you were not entitled to a refund, we shall treat the refund as a mistake and be entitled to reapply the Transaction.
      2. if there are reasonable grounds for thinking that you may not be entitled to a refund (based on the evidence available to us at the time you report the unauthorised Transaction), we may investigate before giving you a refund and we will provide you with our supporting evidence if we believe you are not entitled to the refund.
      3. if the Transaction was initiated through a TPP, it is for the TPP to prove that, the Transaction was authenticated, accurately recorded and not affected by a technical breakdown or other deficiency linked to the TPP’s payment initiation service.
   3. If an incorrect Transaction is paid into your Account that should not have, we will, where possible, immediately send the funds back to the bank acting for the person from whose account the Transaction was made. In such circumstance you agree to return the funds to us and provide such assistance that we require in recovering the amount from you. If we cannot recover the funds, we are required to provide sufficient details about you and the incorrect payment to the bank or institution that sent the payment to enable them to recover the funds.
   4. You will be liable for all Transactions made from your Account if you have acted fraudulently.

10. VARIATION

    1. We may change these Terms and Conditions by providing you with at least two months’ prior notice by email (provided you have supplied us with an up-to-date e-mail address).
    2. If you do not agree with the changes to the Terms and Conditions, you may at any time within the two months’ notice period notify us and these Terms and Conditions will be terminated and your Account closed. If you do not notify us to the contrary during this period then you will be deemed to have accepted the change and it will apply to you when it comes into force.
    3. If any part of these Terms and Conditions are inconsistent with any legal requirements then we will not rely on that part but treat it as if it did actually reflect the relevant legal requirement. If we need to make operational changes before we can fully comply with the new regulatory requirement, we will make those changes as soon as reasonably practical.

11. TERMINATION OR SUSPENSION

    1. We can terminate your Account at any time if we give you two months’ notice and transfer any Available Balance at the time to your nominated bank account without a charge, or
    2. We can suspend or terminate your Account at any time with immediate effect (and until your default has been remedied or the Agreement terminated) without any prior notice to you if:
       1. we discover any of the Information that we hold for you is materially incorrect; or
       2. if we have reason to believe that you, the Account Manager or a third party has committed or is about to commit a crime or other abuse (including fraud) in connection with your Account; or
       3. if you have reached your Account Limit; or
       4. you or the Account Manager have breached these Terms and Conditions.
    3. In the event that we do suspend or terminate your Account then if we are able to do so, we will tell you in advance otherwise we will let you know immediately afterwards (to the extent the we are permitted by law).

12. OUR LIABILITY

    1. Our liability in connection with this these Terms and Conditions (whether arising in contract, tort (including negligence), breach of statutory duty or otherwise) shall be subject to the following exclusions and limitations:
       1. we shall not be liable for any default resulting directly or indirectly from any cause beyond our control, including but not limited to, a lack of funds;
       2. we shall not be liable for any loss of profits, loss of business, or any indirect, consequential, special or punitive losses;
       3. where sums are incorrectly deducted from your Available Balance due to our default, our liability shall be limited to payment to you of an equivalent amount to that which was incorrectly deducted from your Available Balance;
       4. in all other circumstances of our default, our liability will be limited to transferring any Available Balance to your nominated bank account.
    2. In circumstances where sums are incorrectly deducted from your Available Balance due to our fault, if we require your support to enable us to recover the incorrect deduction, you agree to provide us with all assistance that we reasonably require.
    3. Nothing in these Terms and Conditions shall exclude or limit our liability for death or personal injury resulting from our negligence or fraud.
    4. To the extent permitted by law, all conditions or warranties implied by law, statute or otherwise are expressly excluded.
    5. The above exclusions and limitations set out in this paragraph shall apply to any liability of our affiliates and other suppliers, contractors, agents or distributors and any of their respective affiliates (if any), to you, which may arise in connection with these Terms and Conditions.

13. YOUR INFORMATION

    1. Some personal data will be necessary for us to provide you with the Account and services under this Agreement. Modulr FS is a Data Controller and shall only use your personal data for this purpose. Please see the Privacy Policy (please contact Customer Services for details of where to access this) for full details on the personal data that we and Modulr Finance Ltd hold, how we will use it and how we will keep it safe.
    2. You must update any changes to your Information by contacting Customer Services.
    3. If we discover that the Information we hold about you is incorrect, we may have to suspend or cancel your Account until we can establish the correct Information, in order to protect us both.
    4. If you or the Account Manager allow or give consent to an Authorised Third Party Provider to access your Account to provide their services, you should know that we have no control over how an Authorised Third Party Provider will use your information nor will we be liable for any loss of information after an Authorised Third Party Provider have access to your information.

14. COMPLAINTS PROCEDURE

    5. Complaints regarding any element of the service provided by us can be sent to Customer Services.
    6. All complaints will be subject to our complaints procedure. We will provide you with a copy of our complaints procedure upon request and, if we receive a complaint from you, a copy of our complaints procedure will automatically be posted or emailed to you.
    7. In most cases we will provide a full response by email to your complaint within fifteen business days after the date we receive your complaint. In exceptional circumstances where we are unable to respond in full to your complaint, we will inform you of this giving our reasons for the delay and the timeframe within which you will receive a full reply, which in any event shall be within thirty-five days of the date we received your complaint.
    8. If we fail to resolve your complaint to your satisfaction you may refer your complaint to the Financial Ombudsman Service (Exchange Tower, London E14 9SR, phone 0800 023 4567). Details of the service offered by the Financial Ombudsman Service are available at www.financial-ombudsman.org.uk.

15. GENERAL

    1. Any delay or failure to exercise any right or remedy under these Terms and Conditions by us shall not be construed as a waiver of that right or remedy or preclude its exercise at any subsequent time.
    2. If any provision of these Terms and Conditions is deemed unenforceable or illegal, the remaining provisions will continue in full force and effect.
    3. You may not assign or transfer any of your rights and/or benefits under these Terms and Conditions and you shall be the sole party to the contract between us. You will remain liable until the Account issued to you is terminated. We may assign our rights and benefits at any time without prior written notice to you. We may subcontract any of our obligations under these Terms and Conditions.
    4. Save for Modulr, who acts on our behalf, no third party who is not a party to these Terms and Conditions has a right to enforce any of the provisions in these Terms and Conditions and the Contracts (Rights of Third Parties) Act 1999 shall not apply.
    5. These Terms and Conditions contain the information set out in Schedule 4 of the Payment Service Regulations 2017 and you can obtain a copy of this Agreement at any time by contacting Customer Services.
    6. These Terms and Conditions are governed by English law and you agree to the exclusive jurisdiction of the courts of England and Wales.
    7. The Financial Services Compensation Scheme is not applicable for this Account. No other compensation schemes exist to cover losses claimed in connection with your Account. As a responsible e-money issuer, we will ensure that once we have received your funds they are deposited in a secure account, specifically for the purpose of redeeming Transactions made from your Account. In the event that we or Modulr become insolvent funds that you have loaded which have arrived with and been deposited by us are protected against the claims made by our creditors.

16. CONTACTING CUSTOMER SERVICES

    1. Customer Services are provided by the Partner Platform by email support@multiply.ai.

Schedule 5 – Unity Mutual additional Terms.

Unity Mutual is a trading name of The Independent Order of Odd Fellows Manchester Unity Friendly Society Limited, Incorporated and registered in England and Wales No. 223F. Registered Office Oddfellows House, 184-186 Deansgate, Manchester M3 3WB. Authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority, registration No. 109995. Tel: 0161 214 4650

Email: insure@unitymutual.co.uk

Web: www.unitymutual.co.uk

Stock and Shares Lifetime ISA (Property Saver) - Terms and Conditions

These Terms, together with the Application Form, form a legal agreement between you and us which sets out how the Lifetime ISA will be operated.

1. Definitions

The following words and expressions, when used in these Terms, have meanings set out opposite them:

• Accounts or Lifetime ISA – a Unity Mutual Lifetime Individual Savings Account governed by these Terms and which is a Stocks and Shares Lifetime ISA.

• Account investments – shares, units and any other investments held in the Lifetime ISA Account.

• Account Manager or Unity Mutual – The Independent Order of Oddfellows Manchester Unity Friendly Society Limited.

• Application Form – an application form to open the Lifetime ISA or Unity Mutual Lifetime ISA Transfer Application form.

• Assets – investments, income, interest, cash deposits and any other rights and entitlement from time to time held within the Account.

• Business day – any day when the London Stock Exchange is open for business.

• FCA – Financial Conduct Authority.

• Fund – Unity Mutual Property Fund.

• Lifetime ISA – a Lifetime Individual Savings Account managed under the Regulations.

• Nominee – a person or entity who is appointed by another (the Nominator) to act on its behalf in a limited capacity or in a specific matter in accordance with any legal or regulatory requirements.

• Price – the price of a unit in a Fund. This is the price determined on a valuation day.

• Regulations – the Individual Savings Account Regulations 1998, as from time to time amended and in force.

• Unity Mutual – a trading name of The Independent Order of Oddfellows Manchester Unity Friendly Society Limited.

• Subscription – a payment, in sterling, to be applied to the Account.

• Terms – these Terms & Conditions (as amended from time to time).

• Unit – a proportion of a relevant Unity Mutual Fund, as determined by Unity Mutual.

• Valuation day - any day on which the price of units in a Fund is calculated. Normally each working Monday.

• We, us and our – Unity Mutual.

• Year – a tax year beginning on 6 April in any calendar year and ending on 5 April in the following year.

• You and your – an individual who has opened the Account under these Terms.

These Terms will be governed by and construed in accordance with the law of England and Wales. Reference to any statutory provision or regulation includes any modification or re-enactment.

Any headings and subheadings are not a legally binding part of these Terms.

Where appropriate, the words in the singular will include the plural, and the masculine will include the feminine.

2. Account Manager

   a) Unity Mutual agrees to act as Account Manager for your Account. We do not review the Account portfolio and we do not give advice about your Account. We are regulated by the FCA in the conduct of our investment business.

   b) Our address is The Unity Mutual, Oddfellows House, 184-186 Deansgate, Manchester, M3 3WB.

   c) We may appoint any person to advise on or perform any of its functions or responsibilities under these Terms and may provide information about you and the Account to any such person. We will satisfy ourselves that any person to whom we delegate any of our functions or responsibilities under these Terms is competent to carry out those functions or responsibilities.

   d) We may amend these Terms by writing to you. Any amendments will comply with the Regulations and the rules of both HMRC and the FCA.

3. Application to Open an Account

   a) An application to open an Account must be made via Multiply AI Limited. Subject to the Regulations, the Account will be managed in accordance with your directions set out in your Application via Multiply AI Limited or as you tell us.

   b) These Terms will come into force when your Application is accepted by us, and your first investment is made. On acceptance, each new Account will be designated by us as a Lifetime ISA. You can only subscribe to one Lifetime ISA per tax year.

   c) We reserve the right to reject any application.

   d) Payments into the Account can be from any source of funds.

   e) You may invest one or more lump sums in the Account during the Tax Year. In addition, or alternatively, you may make regular contributions by the payment methods specified by Multiply AI Limited.

   f) You will be sent an acknowledgement when you make a lump sum contribution or set up a monthly contribution.

4. Minimum initial investment

The minimum initial investment is £1.

5. Maximum Subscription

The maximum you can subscribe to the Stocks & Shares Lifetime ISA in each tax year is the limit set by HMRC for that tax year.

If we receive a payment which takes the account over this limit within 14 calendar days of the end of the tax year, we will not invest the payment or the part of that payment that exceeds the limit. Instead, it will be held and invested as soon as the new tax year starts.

At any other time, we will reject any payment or part of that payment that exceeds the limit and return it.

6. Discontinuity in payments

Under current HMRC ISA regulations, if you do not subscribe to your Lifetime ISA for a whole tax year or longer, you will be required to complete an application to recommence subscriptions.

7. Cancellation

You have the right to cancel your application within 30 days of acknowledgement of receipt of your application.

If you exercise your right to cancel, any contributions you have sent to us will be sent back to you.

If we do not hear from you within the 30 day cancellation period your cancellation rights will expire. Under these circumstances the Lifetime ISA will remain open.

Any additional contributions paid into the Lifetime ISA after the cancellation period has expired will have no cancellation rights.

8. Account Investments

The Account will hold a Unity Mutual life policy, which invests in Unity Mutual Property Saver Fund.

The Account includes investments and any cash balances, all income and other rights, and the benefit of any tax relief in respect of such investments.

Subject to any cancellation period, money received will be invested on the valuation date following the receipt and no interest will be paid on cash held pending investment. We do not accept liability for default by any bank which holds cash for the Lifetime ISA account.

We will automatically reinvest any income in respect of Account investments net of any tax liability.

9. Interest Rates

Interest is earned on a daily basis.

Interest rates are set in March each year for the next tax year. The reasons for changing the interest rate could be:

To enable us to respond to changes in the return on the underlying investments, either in relation to the past or expected future returns;

Changes in the economic environment, including market volatility in bond, equity and property markets;

To enable us to respond to actual or reasonably expected changes to the cost of running our business;

To protect the financial strength of Unity Mutual, in the interest of all our customers; or;

To reflect, where appropriate, changes in market rates on other financial services products

This list is not exhaustive, and is only intended to give an example of the type of reasons that might result in changes.

Where interest rates are changed we will give you notice as follows :-

Where we reduce an interest rate and the balance of your account is £100 or more, we will give you at least 14 days’ prior written notice;

If we increase an interest rate we will notify you via our website as soon as possible following the increase.

10. Title

The Account Investments shall be, and remain in the beneficial ownership of the Account Holder, and the Account Holder will be a member of Unity Mutual.

No share certificate will be issued. We (or a nominee) will hold any title documents or documents evidencing title to the Account Investments.

We will not lend Account Investments or the title documents to a third party and will not borrow against the security of Account investments or such documents.

11. Taxation

We will make all necessary claims for tax relief relating to the Account.

Your Personal Savings Allowance (PSA) of £1,000 for basic rate tax payers, and £500 for higher-rate tax payers is not affected by subscriptions to your Account, and is available to you on-top of your Lifetime ISA allowance for non-ISA savings.

The tax situation may change in the future.

12. Statements

We will send you a statement shortly after the end of each tax year, showing the value of the Account and details of all transactions in the Account since the previous statement.

13. Benefits

Death – on the death of an Account Holder the Account will pay 101% of the value of the account.

Life Cover shall be void in the event of the death of the Life Assured by his or her own hand or act within one year from the policy start date.

14. Withdrawals

If you make a withdrawal from your Lifetime ISA it will be subject to a government charge, unless it is classed as an authorised withdrawal. Authorised withdrawals can be made in the following circumstances:

• For a house purchase, 12 months after the first contribution has been received, provided:

  • the value of the house being purchased with a mortgage is less than £450,000;

  • it is your first property — if you have previously owned all or part of any property the withdrawal will not be authorised and will incur a penalty; and

  • the property is in the UK

• For retirement provided:

  • You are aged 60 or over.

• If you are terminally ill subject to HMRC rules.

In all other circumstances a withdrawal will be classified as unauthorised and will be subject to a government charge of 25% of the withdrawal.

15. Transfer in from another provider

    a) You may transfer an ISA/Lifetime ISA held with another provider to us.

    b) Upon receipt of a completed Transfer Form, you will have 30 days in which to cancel the transfer. After this period has expired, the transfer will be processed.

16. Transfer out to another Provider

Upon your instruction and within the time stipulated by you, the Lifetime ISA, or part of the Lifetime ISA, shall be transferred to another Lifetime ISA manager in accordance with the Lifetime ISA regulations relating to transfers. The Account investments will be sold and the proceeds transferred together with all rights and obligations free of charge (except charges such as stamp duty and other dealing costs connected with the disposal or acquisition of investments) to the new provider.

17. Charges

There are no charges for the Account management.

18. Void Accounts

    a) The Account will be managed in accordance with the Regulations, which take precedence over these Terms.

    b) We will notify you if, as a result of any failure to comply with the Regulations, the Account is or becomes void.

    c) When an Account is voided, we will sell the Account Investments and pay you the proceeds together with any cash balance held in the Account. We may deduct any charges or other amounts due to us. Should this withdrawal result in any tax becoming payable, it will be for you to account for such tax to HM Revenue and Customs.

19. Notices and Instructions

    a) Notices and instructions to us should be in writing and signed by you.

    b) Notices and other documents will be posted to you at the last registered address and will be considered received two days after posting.

    c) You must inform us promptly if you change your home address.

We are entitled to treat as valid instructions given by you, or on your behalf, even if that is not the case because of the wrongdoing of another person, unless that person is an employee or agent of the Account Manager.

20. Liability

    a) You indemnify us against all liabilities incurred by us in connection with the Account, other than liabilities caused as a direct result of our negligence, knowing default, or breach of the rules of the FCA or of these Terms.

    b) We are liable for our negligence, knowing default, and for any breach of the rules of the FCA or of these Terms. We are not liable for any loss caused through a fall in value of Account investments.

    c) We accept no responsibility for the Account until cleared funds are received, nor for any loss or delay caused in the payment of funds to us.

    d) For the purposes of section 22, references to you include your personal representatives and references to the Account Manager including its nominees.

    e) You agree to indemnify us against any liability we may incur in connection with the Account arising from any action you take or fail to take.

21. Data Protection

    a) The information you provide us will be held by Unity Mutual.

    b) It will be used for setting up and administering your Account. This may include use of credit reference agencies used to establish your identity in accordance with anti-money laundering rules.

    c) We may be required by law to disclose information regarding you or your account to the regulatory authorities.

    d) We will not share your information with other third parties for marketing purposes.

We may contact you in the future by post, e-mail or telephone regarding your account unless you specify otherwise. Your contact details can be changed and updated at any time.

Please refer to Unity Mutual’s Privacy Policy https://www.unitymutual.co.uk/privacy/ for more information.

22. Law

In legal disputes, the law of England and Wales will apply.

23. Language

The contractual terms and conditions and all communications in relation to the Account will be supplied in English.

Unity Mutual LISA contribution customer account payment terms and conditions

A contribution might be paid into your LISA upon the opening of your account or for transferring in an existing ISA or LISA product for the first time.

The contribution applies to LISA accounts opened through Multiply AI Limited only

The contribution applies whether you receive advice from Multiply or you proceed to open the LISA without taking advice from Multiply.

Should you cancel or transfer your LISA within 12 months from the date of account opening, Unity Mutual will deduct the contribution and the associated interest after any withdrawal charge has been returned to HMRC.

Only one contribution per LISA account only.

This offer may be withdrawn at any time.

The contribution is made by Unity Mutual. Unity Mutual is a trading name of The Independent Order of Odd Fellows Manchester Unity Friendly Society Limited, Incorporated and registered in England and Wales No. 223F. Registered Office Oddfellows House, 184-186 Deansgate, Manchester M3 3WB. Authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority, registration No. 109995.

Bonuses

From time to time, users may be eligible to receive a bonus payment from Multiply (“Bonus”) to reward some behaviours. A Bonus is not an interest payment and is not FSCS protected.

The payment of all Bonuses is at Multiply’s sole discretion. We retain the right to withhold the Bonus payment at any time, even if the Bonus is displayed as accrued in the app, and we are not obliged to give a reason for withholding.

We can change the Bonus offer or remove it altogether at any time.

The details of a Bonus offer will be explained in the app at the time it is marketed to you.

You are responsible for the declaration to HMRC of any Bonus paid.